Talaris Therapeutics, Inc. (Nasdaq: TALS) (“Talaris”) today
announced the results of the special meeting of its stockholders
held on October 17, 2023. At the special meeting, Talaris’
stockholders voted in favor of all proposals, including the
proposal to approve the issuance of shares of Talaris’ common stock
to the stockholders of Tourmaline Bio, Inc. (“Tourmaline”) pursuant
to the terms of the Agreement and Plan of Merger, dated as of June
22, 2023, pursuant to which a direct wholly owned subsidiary of
Talaris will merge with and into Tourmaline, with Tourmaline
surviving the merger as a direct wholly owned subsidiary of Talaris
(the “Merger”).
The closing of the Merger is anticipated to take place on or
around Thursday, October 19, 2023. Following the closing of the
Merger, the combined company plans to change its name from Talaris
Therapeutics, Inc. to Tourmaline Bio, Inc., trade on The Nasdaq
Global Market under the ticker symbol “TRML” and will be led by
Tourmaline’s existing management team. The combined company will
focus on Tourmaline’s mission to develop transformative medicines
that dramatically improve the lives of patients with life-altering
immune diseases.
In addition, Talaris today announced that it will effect a
1-for-10 reverse stock split of its common stock that will be
effective on Thursday, October 19, 2023, prior to the closing of
the Merger. At the special meeting of stockholders, the holders of
a majority of Talaris’ outstanding shares of common stock also
approved the reverse stock split and gave Talaris’ board of
directors discretionary authority to select a ratio for the split
ranging from 1-for-10 to 1-for-14. The combined company’s common
stock is expected to begin trading on Nasdaq on a split-adjusted
basis on Friday, October 20, 2023. The new CUSIP number for the
combined company’s common stock following the Merger and the
reverse stock split is 89157D 105.
The reverse stock split affects all issued and outstanding
shares of Talaris common stock, as well as the number of shares of
common stock reserved for issuance under Talaris’ equity plans. The
reverse stock split will reduce the number of shares of Talaris’
issued and outstanding common stock from approximately 42.8 million
to approximately 4.28 million (which numbers do not give effect to
the shares of Talaris’ common stock to be issued in connection with
the Merger). In addition, the reverse stock split will effect a
reduction in the number of shares of common stock issuable upon the
exercise of stock options and upon the vesting of restricted stock
units outstanding immediately prior to the reverse stock split,
with a proportional increase in the stock option exercise prices.
The reverse stock split will not change the par value of Talaris’
common stock and preferred stock or the authorized number of shares
of Talaris’ common stock and preferred stock.
The reverse stock split will affect all holders of common stock
uniformly and (before giving effect to the shares of Talaris’
common stock to be issued in connection with the Merger) will not
alter any stockholder’s percentage ownership interest in Talaris,
except to the extent that the reverse stock split would result in a
stockholder owning a fractional share. No fractional shares of
common stock will be issued in connection with the reverse stock
split; stockholders who otherwise would be entitled to a fractional
share of common stock will be entitled to receive a cash payment
equal to the fraction to which the stockholder would otherwise be
entitled multiplied by the closing price of the common stock on
Nasdaq on the date of the filing of the certificate of amendment to
Talaris’ charter effecting the reverse stock split.
Talaris’ transfer agent, Computershare, is acting as the
exchange agent for the reverse stock split. Stockholders holding
their shares in book-entry form or in brokerage accounts need not
take any action in connection with the reverse stock split.
Beneficial holders are encouraged to contact their bank, broker or
custodian with any procedural questions.
The Company previously announced a special dividend, which the
Company estimated to be $1.5118 per share of Talaris common stock,
payable in cash in connection with the Merger. As previously
announced, the ex-dividend date in respect of such special cash
dividend will be before market open on October 20, 2023. As a
result of the reverse stock split, the Company estimates that the
stockholders of record as of October 16, 2023, record date for the
special dividend, that continue to hold their eligible shares until
market open on October 20, 2023 will be entitled to receive $15.118
per share of the combined company’s common stock.
About Tourmaline
Tourmaline is a late-stage clinical biotechnology company driven
by its mission to develop transformative medicines that
dramatically improve the lives of patients with life-altering
immune diseases. Tourmaline’s lead program, TOUR006,
is an anti-IL-6 antibody which
exhibits differentiated properties including high binding
affinity to IL-6 and a naturally long
half-life. To date, TOUR006 has been studied in over 400 autoimmune
patients across six clinical trials. Tourmaline plans to develop
TOUR006 in thyroid eye disease (TED) and atherosclerotic
cardiovascular disease (ASCVD) as its lead and secondary
indications, respectively, with additional indications under
consideration.
About Talaris
Talaris, prior to its review of strategic alternatives, was a
cell therapy company developing an innovative method of allogeneic
hematopoietic stem cell transplantation (“allo-HSCT”), called
Facilitated Allo-HSCT Therapy.
Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995, including but not limited
to, express or implied statements regarding the structure, timing
and completion of the proposed Merger; the timing and completion of
the reverse stock split; and other statements that are not
historical fact. All statements other than statements of historical
fact contained in this press release are forward-looking
statements. These forward-looking statements are made as of the
date they were first issued, and were based on the then-current
expectations, estimates, forecasts, and projections, as well as the
beliefs and assumptions of management. There can be no assurance
that future developments affecting Talaris, Tourmaline or the
proposed Merger will be those that have been anticipated.
Forward-looking statements are subject to a number of risks and
uncertainties, many of which involve factors or circumstances that
are beyond Talaris’ control. Talaris’ actual results could differ
materially from those stated or implied in forward-looking
statements due to a number of factors, including but not limited to
(i) the risk that the conditions to the closing of the
proposed Merger are not satisfied; (ii) uncertainties as to
the timing of the consummation of the proposed Merger and the
ability of each of Talaris and Tourmaline to consummate the
proposed Merger; (iii) risks related to Talaris’ ability to
manage its operating expenses and its expenses associated with the
proposed Merger pending closing; (iv) the risk that as a
result of adjustments to the exchange ratio, Talaris shareholders
and Tourmaline stockholders could own more or less of the combined
company than is currently anticipated; (v) risks related to
the market price of Talaris’ common stock relative to the value
suggested by the exchange ratio; (vi) unexpected costs,
charges or expenses resulting from the proposed Merger;
(vii) potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
proposed Merger; (viii) the uncertainties associated with
Tourmaline’s platform technologies, as well as risks associated
with the clinical development and regulatory approval of product
candidates, including potential delays in the commencement,
enrollment and completion of clinical trials; (ix) risks
related to the inability of the combined company to obtain
sufficient additional capital to continue to advance its product
candidates and its preclinical programs; (x) uncertainties in
obtaining successful clinical results for product candidates of the
combined company and unexpected costs that may result therefrom;
(xi) risks related to the failure to realize any value from
product candidates and preclinical programs being developed and
anticipated to be developed by the combined company in light of
inherent risks and difficulties involved in successfully bringing
product candidates to market; (xii) risks associated with the
possible failure to realize certain anticipated benefits of the
proposed Merger, including with respect to future financial and
operating results; and (xiii) risks associated with Talaris’
financial close process; (xiv) the risk that
the pre-closing financing is not consummated. Actual
results and the timing of events could differ materially from those
anticipated in such forward-looking statements as a result of these
risks and uncertainties. These and other risks and uncertainties
are more fully described in periodic filings with the SEC,
including the factors described in the section titled “Risk
Factors” in Talaris’ Annual Report on Form 10-K for the
year ended December 31, 2022 filed with the SEC, and in other
filings that Talaris has made with the SEC in
connection with the proposed Merger including the final prospectus
on Form 424(b)(3) filed with the SEC on September 15, 2023. You
should not place undue reliance on these forward-looking
statements, which are made only as of the date hereof or as of the
dates indicated in the forward-looking statements. Except as may be
required under applicable law, Talaris expressly disclaims any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to
reflect any change in its expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statements are based. This press release does not purport to
summarize all of the conditions, risks and other attributes of an
investment in Talaris or Tourmaline.
No Offer or Solicitation
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities nor a solicitation
of any vote or approval with respect to the proposed Merger or
otherwise. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
U S. Securities Act of 1933, as amended, and otherwise in
accordance with applicable law.
For Talaris:
Investor ContactChris BrinzeyICR
Westwickechris.brinzey@westwicke.com(339) 970-2843
For Tourmaline:
Lee M. SternMeru Advisorslstern@meruadvisors.com
Talaris Therapeutics (NASDAQ:TALS)
Historical Stock Chart
From Apr 2024 to May 2024
Talaris Therapeutics (NASDAQ:TALS)
Historical Stock Chart
From May 2023 to May 2024