AGREEMENT AND PLAN OF MERGER among: TALARIS THERAPEUTICS, INC.; TERRAIN MERGER SUB, INC.; and TOURMALINE BIO, INC. Dated as of June 22, 2023Support Agreement • June 22nd, 2023 • Talaris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 22, 2023, by and among TALARIS THERAPEUTICS, INC., a Delaware corporation (“Terrain”), TERRAIN MERGER SUB, INC., a Delaware corporation and direct wholly owned subsidiary of Terrain (“Merger Sub”), and TOURMALINE BIO, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1.
TOURMALINE BIO, INC. SUPPORT AGREEMENTSupport Agreement • June 22nd, 2023 • Talaris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”), dated as of June , 2023, is made by and among Talaris Therapeutics, Inc., a Delaware corporation (“Terrain”), Tourmaline Bio, Inc., a Delaware corporation (the “Company”), and the undersigned holders (each a “Stockholder”) of shares of capital stock (the “Shares”) of the Company.
LOCK-UP AGREEMENTLock-Up Agreement • June 22nd, 2023 • Talaris Therapeutics, Inc. • Biological products, (no disgnostic substances)
TALARIS THERAPEUTICS, INC. SUPPORT AGREEMENTSupport Agreement • June 22nd, 2023 • Talaris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”), dated as of June , 2023, is made by and among Talaris Therapeutics, Inc., a Delaware corporation (“Terrain”), Tourmaline Bio, Inc., a Delaware corporation (the “Company”), and the undersigned holders (each a “Stockholder”) of shares of capital stock (the “Shares”) of Terrain.
Talaris Therapeutics and Tourmaline Bio Announce Merger Agreement Merger to create Nasdaq-listed, late-stage clinical biotechnology company focused on developing Tourmaline’s anti-IL-6 antibody (TOUR006) in thyroid eye disease (TED) and...Merger Agreement • June 22nd, 2023 • Talaris Therapeutics, Inc. • Biological products, (no disgnostic substances)
BOSTON and NEW YORK – June 22, 2023 – Talaris Therapeutics, Inc. (Nasdaq: TALS) (“Talaris”) and Tourmaline Bio, Inc. (“Tourmaline”), a late-stage clinical biotechnology company developing transformative medicines to dramatically improve the lives of patients with life-altering immune diseases, today announced that the companies have entered into a definitive agreement under which Tourmaline will combine with Talaris in an all-stock transaction (the “Merger”). The combined company will focus on advancing Tourmaline’s lead program, TOUR006, a potentially best-in-class anti-IL-6 antibody, for the treatment of thyroid eye disease (TED) and atherosclerotic cardiovascular disease (ASCVD). Upon completion of the Merger, the combined company will operate under the name Tourmaline Bio, Inc. and trade on the Nasdaq under the ticker symbol “TRML.” In addition, Talaris anticipates making a cash dividend of up to approximately $64.8 million to its stockholders prior to the closing of the Merger.
