TALS - Talaris Therapeutics Announces Stockholder Approval of Merger with Tourmaline Bio | Benzinga
Combined Company to Trade on Nasdaq Under Ticker "TRML"
Talaris Announces 1-for-10 Reverse Stock Split of Common Stock
BOSTON, Oct. 17, 2023 (GLOBE NEWSWIRE) -- 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 ...