As filed with the Securities
and Exchange Commission on October 28, 2025
Registration No. 333-283078
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Tourmaline Bio, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
83-2377352 |
(State or other jurisdiction of
incorporation or
organization) |
(IRS Employer
Identification Number) |
27 West 24th Street, Suite 702
New York, NY 10010
(646) 481-9832
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Jaime Huertas
Secretary
Tourmaline Bio, Inc.
27 West 24th Street, Suite 702
New York, NY 10010
(646) 481-9832
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Joseph E. Gilligan
Mahvesh A. Qureshi
Gabrielle M. Witt
Jessica A. Bisignano
Hogan Lovells US LLP
555 Thirteenth Street, NW
Washington, DC 20004-1109
+1 (202) 637-5600
Approximate date of commencement
of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the
above referenced registration statements.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box: ¨
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box: ¨
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
| Large accelerated
filer ¨ |
Accelerated
filer ¨ |
| Non-accelerated filer x |
Smaller reporting company
x |
| |
Emerging growth company
x |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
DEREGISTRATION OF SECURITIES
This
Post-Effective Amendment (this “Post-Effective Amendment”) relates to Registration Statement No. 333-283078 on
Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”)
by Tourmaline Bio, Inc., a Delaware corporation (the “Registrant”) on November 7, 2024.
The Registrant is filing
this Post-Effective Amendment to the Registration Statement to deregister all securities that remain unsold under the Registration Statement.
On October 28, 2025,
pursuant to the terms of an Agreement and Plan of Merger, dated as of September 8, 2025 (the “Merger Agreement”),
by and among the Registrant, Novartis AG, a company limited by shares (Aktiengesellschaft) incorporated under the laws of Switzerland
(“Parent”), and Torino Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger
Sub”), Merger Sub merged with and into the Registrant, with the Registrant surviving the merger as a wholly owned subsidiary
of Parent (the “Merger”).
As a result of the Merger,
the Registrant has terminated any and all offerings and sales of its securities pursuant to the Registration Statement. In accordance
with undertakings made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment,
any of the securities registered under the Registration Statement that remain unissued at the termination of the offerings, the Registrant
hereby files this Post-Effective Amendment to deregister all securities registered but unsold or otherwise unissued under the Registration
Statement, if any, as of the date hereof.
The foregoing description
of the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and
qualified in its entirety by, the Merger Agreement, which is attached as Exhibit 2.1 to the Registrant’s Current Report on
Form 8-K filed with the SEC on September 9, 2025.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing
on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of East Hanover, State of New Jersey on October 28, 2025.
| Tourmaline Bio, Inc. |
|
| |
|
| /s/ Jaime
Huertas |
|
| Jaime Huertas |
|
| Secretary |
|
No other person is required to sign this Post-Effective
Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
