[SCHEDULE 13G/A] Tourmaline Bio, Inc. SEC Filing

Rhea-AI Filing Summary

QVT Financial LP reported beneficial ownership of 2,154,653 shares of Tourmaline Bio, Inc. common stock, representing 8.39% of the class. The filing states these shares are held with sole voting and dispositive power and were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control. The document identifies QVT Financial LP as a Delaware entity and provides its address as 888 Seventh Avenue, 43rd Floor, New York, NY 10106. The statement was signed by an authorized signatory on behalf of QVT Financial LP.

Positive

• Material stake disclosed: QVT Financial LP reports ownership of 2,154,653 shares, representing 8.39% of Tourmaline Bio common stock
• Sole voting and dispositive power: The filer states sole authority to vote and dispose of the reported shares, clarifying control of the position
• Held in ordinary course: The filing certifies the shares are held in the ordinary course of business and not to influence control

Negative

• None.

Insights

Financial Analyst

TL;DR: A significant passive stake of 8.39% in TRML signals meaningful investor interest without an expressed intent to seek control.

QVT Financial LP's reported ownership of 2,154,653 shares (8.39% of outstanding common stock) is a material disclosure for shareholders and market observers because holdings above 5% must be reported and can affect liquidity and potential investor attention. The filing explicitly attests the position is held in the ordinary course of business and not for control, which suggests a passive or investment-oriented motive rather than an activist campaign. For valuation or trading implications, consider this as an increased concentrated ownership that might influence perception of investor confidence but, based on the filing, not immediate governance actions.

Corporate Governance Expert

TL;DR: Ownership disclosure is material but shows no declared intent to pursue control or board influence.

The Schedule 13G/A identifies QVT Financial LP as a Delaware limited partnership with sole voting and dispositive power over the reported shares. Critically, the certification denies any purpose of changing or influencing control, consistent with a passive investor filing under Rule 13d-1(b)/(c). From a governance perspective, this means no immediate change to shareholder nomination dynamics or control contests is indicated. However, an 8.39% stake remains large enough to merit monitoring for future filings or shifts in intent that could alter the governance landscape.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Tourmaline Bio, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

89157D105

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 89157D105

1

Names of Reporting Persons

QVT Financial LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,154,653.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,154,653.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,154,653.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.39 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Tourmaline Bio, Inc.
(b)	Address of issuer's principal executive offices: 27 West 24th Street, Suite 702, New York, NY 10010
Item 2.
(a)	Name of person filing: QVT Financial LP
(b)	Address or principal business office or, if none, residence: 888 Seventh Avenue, 43rd Floor, New York, NY 10106
(c)	Citizenship: Delaware
(d)	Title of class of securities: Common Stock, $0.0001 par value per share
(e)	CUSIP No.: 89157D105
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 2,154,653
(b)	Percent of class: 8.39 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 2,154,653
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 2,154,653
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

QVT Financial LP

Signature:	/s/ Meg Eisner
Name/Title:	Authorized Signatory
Date:	08/14/2025

FAQ

How many shares of Tourmaline Bio (TRML) does QVT Financial LP own?

QVT Financial LP reports beneficial ownership of 2,154,653 shares of Tourmaline Bio common stock.

What percentage of TRML does QVT Financial LP's stake represent?

The reported holding represents 8.39% of the class of Tourmaline Bio common stock.

Does QVT Financial LP claim voting or dispositive power over the shares?

Yes; the filing states QVT has sole voting power and sole dispositive power over the 2,154,653 shares.

Is QVT Financial LP seeking to influence control of Tourmaline Bio according to the filing?

No; the certification states the shares are held in the ordinary course of business and were not acquired to change or influence control of the issuer.

Where is QVT Financial LP organized and what is its address listed in the filing?

QVT Financial LP is organized in Delaware and lists its principal business office at 888 Seventh Avenue, 43rd Floor, New York, NY 10106.