Talaris Therapeutics, Inc. (Nasdaq: TALS) revealed the outcomes of its recent stockholders’ meeting on October 17, 2023. Shareholders approved all proposals, including issuing Talaris’ common stock to Tourmaline Bio, Inc. as part of a merger set to close on October 19, 2023. Afterward, Talaris will change its name to Tourmaline Bio, Inc. and trade under the symbol “TRML” on Nasdaq, led by Tourmaline’s management team. Additionally, a 1-for-10 reverse stock split of Talaris’ common stock will be effective on October 19, 2023. This will impact all shareholders equally, reducing outstanding shares and affecting stock options.
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”) under the terms of the Agreement and Plan of Merger, dated as of June 22, 2023, under 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, before 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.
Want to publish your own articles on DistilINFO Publications?
Send us an email, we will get in touch with you.
The reverse stock split affects all issued and outstanding shares of Talari’s 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 the vesting of restricted stock units outstanding immediately before 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 affecting 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 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 a special cash dividend will be before the market opens 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, the record date for the special dividend, that continue to hold their eligible shares until the market opens on October 20, 2023, will be entitled to receive $15.118 per share of the combined company’s common stock.
Source: Biospace