UNITED
STATES |
SECURITIES
AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
|
SCHEDULE
13D |
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)
Ryan Baker
Qiming U.S. Ventures Management, LLC
11100 NE 8th Street, Suite 200
Bellevue, WA 98004
(425) 709-0772
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 19,
2023
(Date of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 89157D105 |
|
1. |
Names of Reporting Persons
Qiming U.S. Healthcare Fund, L.P. |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b) |
x (1) |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
WC |
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
183,177 shares (2) |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
183,177 shares (2) |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
183,177 shares (2) |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
0.9% (3) |
|
14. |
Type of Reporting Person (See Instructions)
PN |
| (1) | This Schedule 13D is filed by Qiming U.S. Healthcare Fund, L.P. (“Qiming”), Qiming U.S. Healthcare
GP, LLC (“Qiming GP”), Qiming U.S. Healthcare Fund II, L.P. (“Qiming II”), Qiming U.S. Healthcare GP II, LLC (“Qiming
GP II”), Qiming U.S. Healthcare Fund III, L.P. (“Qiming III”), Qiming U.S. Healthcare GP III, LLC (“Qiming GP
III”), Mark McDade (“McDade”) and Gary Rieschel (“Rieschel” and together with Qiming, Qiming GP, Qiming
II, Qiming GP II, Qiming III, Qiming GP III, and McDade, collectively, the “Reporting Persons”). The Reporting Persons expressly
disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | The shares are held directly by Qiming. Qiming GP serves as the sole general partner of Qiming. As such,
Qiming GP possesses power to direct the voting and disposition of the shares owned by Qiming and may be deemed to have indirect beneficial
ownership of the shares held by Qiming. Qiming GP owns no securities of the Issuer directly. McDade and Rieschel are the managing partners
of Qiming GP. As such, each of McDade and Rieschel possesses power to direct the voting and disposition of the shares owned by Qiming
and may be deemed to have indirect beneficial ownership of these shares. Each of McDade and Rieschel owns no securities of the Issuer
directly. |
| (3) | This percentage is calculated based upon 20,336,773 shares of Common Stock outstanding as of October 19,
2023, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)
on October 20, 2023. |
CUSIP No. 89157D105 |
|
1. |
Names of Reporting Persons
Qiming U.S. Healthcare GP, LLC |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b) |
x
(1) |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
AF |
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
183,177 shares (2) |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
183,177 shares (2) |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
183,177 shares (2) |
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
0.9% (3) |
|
14. |
Type of Reporting Person (See Instructions)
OO |
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13D. |
| (2) | The shares are held directly by Qiming. Qiming GP serves as the sole general partner of Qiming. As such,
Qiming GP possesses power to direct the voting and disposition of the shares owned by Qiming and may be deemed to have indirect beneficial
ownership of the shares held by Qiming. Qiming GP owns no securities of the Issuer directly. McDade and Rieschel are the managing partners
of Qiming GP. As such, each of McDade and Rieschel possesses power to direct the voting and disposition of the shares owned by Qiming
and may be deemed to have indirect beneficial ownership of these shares. Each of McDade and Rieschel owns no securities of the Issuer
directly. |
| (3) | This percentage is calculated based upon 20,336,773 shares of Common Stock outstanding as of October 19,
2023, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on October 20, 2023. |
CUSIP No. 89157D105 |
|
1. |
Names of Reporting Persons
Qiming U.S. Healthcare Fund II, L.P. |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b) |
x (1) |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
WC |
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
110,083 shares (2) |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
110,083 shares (2) |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
110,083 shares (2) |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
0.5% (3) |
|
14. |
Type of Reporting Person (See Instructions)
PN |
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13D. |
| (2) | The shares are held directly by Qiming II. Qiming GP II serves as the sole general partner of Qiming II.
As such, Qiming GP II possesses power to direct the voting and disposition of the shares owned by Qiming II and may be deemed to have
indirect beneficial ownership of the shares held by Qiming II. Qiming GP II owns no securities of the Issuer directly. McDade and Rieschel
are the managing partners of Qiming GP II. As such, each of McDade and Rieschel possesses power to direct the voting and disposition of
the shares owned by Qiming II and may be deemed to have indirect beneficial ownership of these shares. Each of McDade and Rieschel owns
no securities of the Issuer directly. |
| (3) | This percentage is calculated based upon 20,336,773 shares of Common Stock outstanding as of October 19,
2023, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on October 20, 2023. |
CUSIP No. 89157D105 |
|
1. |
Names of Reporting Persons
Qiming U.S. Healthcare GP II, LLC |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b) |
x (1) |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
AF |
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
110,083 shares (2) |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
110,083 shares (2) |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
110,083 shares (2) |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
0.5% (3) |
|
14. |
Type of Reporting Person (See Instructions)
OO |
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13D. |
| (2) | The shares are held directly by Qiming II. Qiming GP II serves as the sole general partner of Qiming II.
As such, Qiming GP II possesses power to direct the voting and disposition of the shares owned by Qiming II and may be deemed to have
indirect beneficial ownership of the shares held by Qiming II. Qiming GP II owns no securities of the Issuer directly. McDade and Rieschel
are the managing partners of Qiming GP II. As such, each of McDade and Rieschel possesses power to direct the voting and disposition of
the shares owned by Qiming II and may be deemed to have indirect beneficial ownership of these shares. Each of McDade and Rieschel owns
no securities of the Issuer directly. |
| (3) | This percentage is calculated based upon 20,336,773 shares of Common Stock outstanding as of October 19,
2023, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on October 20, 2023. |
CUSIP No. 89157D105 |
|
1. |
Names of Reporting Persons
Qiming U.S. Healthcare Fund III, L.P. |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b) |
x (1) |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
WC |
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
348,431 shares (2) |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
348,431 shares (2) |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
348,431 shares (2) |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
1.7% (3) |
|
14. |
Type of Reporting Person (See Instructions)
PN |
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13D. |
| (2) | The shares are held directly by Qiming III. Qiming GP III serves as the sole general partner of Qiming
III. As such, Qiming GP III possesses power to direct the voting and disposition of the shares owned by Qiming III and may be deemed to
have indirect beneficial ownership of the shares held by Qiming III. Qiming GP III owns no securities of the Issuer directly. McDade and
Rieschel are the managing partners of Qiming GP III. As such, each of McDade and Rieschel possesses power to direct the voting and disposition
of the shares owned by Qiming III and may be deemed to have indirect beneficial ownership of these shares. Each of McDade and Rieschel
owns no securities of the Issuer directly. |
| (3) | This percentage is calculated based upon 20,336,773 shares of Common Stock outstanding as of October 19,
2023, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on October 20, 2023. |
CUSIP No. 89157D105 |
|
1. |
Names of Reporting Persons
Qiming U.S. Healthcare GP III, LLC |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b) |
x
(1) |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
AF |
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
348,431 shares (2) |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
348,431 shares (2) |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
348,431 shares (2) |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
1.7% (3) |
|
14. |
Type of Reporting Person (See Instructions)
OO |
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13D. |
| (2) | The shares are held directly by Qiming III. Qiming GP III serves as the sole general partner of Qiming
III. As such, Qiming GP III possesses power to direct the voting and disposition of the shares owned by Qiming III and may be deemed to
have indirect beneficial ownership of the shares held by Qiming III. Qiming GP III owns no securities of the Issuer directly. McDade and
Rieschel are the managing partners of Qiming GP III. As such, each of McDade and Rieschel possesses power to direct the voting and disposition
of the shares owned by Qiming III and may be deemed to have indirect beneficial ownership of these shares. Each of McDade and Rieschel
owns no securities of the Issuer directly. |
| (3) | This percentage is calculated based upon 20,336,773 shares of Common Stock outstanding as of October 19,
2023, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on October 20, 2023. |
CUSIP No. 89157D105 |
|
1. |
Names of Reporting Persons
Mark McDade |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b) |
x
(1) |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
AF |
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
6. |
Citizenship or Place of Organization
United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
518 shares |
8. |
Shared Voting Power
641,691 shares (2) |
9. |
Sole Dispositive Power
518 shares |
10. |
Shared Dispositive Power
641,691 shares (2) |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
642,209 shares (2) |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
3.2% (3) |
|
14. |
Type of Reporting Person (See Instructions)
IN |
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13D. |
| (2) | Consists of (i) 183,177 shares held by Qiming; (ii) 110,083 shares held by Qiming II; and (iii) 348,431
shares held by Qiming III. Qiming GP serves as the sole general partner of Qiming. As such, Qiming GP possesses power to direct the voting
and disposition of the shares owned by Qiming and may be deemed to have indirect beneficial ownership of the shares held by Qiming. Qiming
GP owns no securities of the Issuer directly. Qiming GP II serves as the sole general partner of Qiming II. As such, Qiming GP II possesses
power to direct the voting and disposition of the shares owned by Qiming II and may be deemed to have indirect beneficial ownership of
the shares held by Qiming II. Qiming GP II owns no securities of the Issuer directly. Qiming GP III serves as the sole general partner
of Qiming III. As such, Qiming GP III possesses power to direct the voting and disposition of the shares owned by Qiming III and may be
deemed to have indirect beneficial ownership of the shares held by Qiming III. Qiming GP III owns no securities of the Issuer directly.
McDade and Rieschel are the managing partners of each of Qiming GP, Qiming GP II and Qiming GP III. As such, each of McDade and Rieschel
possesses power to direct the voting and disposition of the shares owned by Qiming, Qiming II and Qiming III and may be deemed to have
indirect beneficial ownership of these shares. |
| (3) | This percentage is calculated based upon 20,336,773 shares of Common Stock outstanding as of October 19,
2023, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on October 20, 2023. |
CUSIP No. 89157D105 |
|
1. |
Names of Reporting Persons
Gary Rieschel |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b) |
x
(1) |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
AF |
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
6. |
Citizenship or Place of Organization
United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
5,079 shares |
8. |
Shared Voting Power
641,691 shares (2) |
9. |
Sole Dispositive Power
5,079 shares |
10. |
Shared Dispositive Power
641,691 shares (2) |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
646,770 shares (2) |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
3.2% (3) |
|
14. |
Type of Reporting Person (See Instructions)
IN |
| (1) | This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as
a “group” for purposes of this Schedule 13D. |
| (2) | Consists of (i) 183,177 shares held by Qiming; (ii) 110,083 shares held by Qiming II; and (iii) 348,431
shares held by Qiming III. Qiming GP serves as the sole general partner of Qiming. As such, Qiming GP possesses power to direct the voting
and disposition of the shares owned by Qiming and may be deemed to have indirect beneficial ownership of the shares held by Qiming. Qiming
GP owns no securities of the Issuer directly. Qiming GP II serves as the sole general partner of Qiming II. As such, Qiming GP II possesses
power to direct the voting and disposition of the shares owned by Qiming II and may be deemed to have indirect beneficial ownership of
the shares held by Qiming II. Qiming GP II owns no securities of the Issuer directly. Qiming GP III serves as the sole general partner
of Qiming III. As such, Qiming GP III possesses power to direct the voting and disposition of the shares owned by Qiming III and may be
deemed to have indirect beneficial ownership of the shares held by Qiming III. Qiming GP III owns no securities of the Issuer directly.
McDade and Rieschel are the managing partners of each of Qiming GP, Qiming GP II and Qiming GP III. As such, each of McDade and Rieschel
possesses power to direct the voting and disposition of the shares owned by Qiming, Qiming II and Qiming III and may be deemed to have
indirect beneficial ownership of these shares. |
| (3) | This percentage is calculated based upon 20,336,773 shares of Common Stock outstanding as of October 19,
2023, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on October 20, 2023. |
Introduction
This Amendment
No. 1 (the “Amendment”) is being filed as an amendment to the statement on Schedule 13D relating to the Common Stock of Tourmaline
Bio, Inc. (formerly, Talaris Therapeutics, Inc.), a Delaware corporation, as filed with the Securities and Exchange Commission (the “SEC”)
on February 28, 2022 (the “Original Schedule 13D”). All capitalized terms not otherwise defined herein shall have the meanings
ascribed to the terms in the Original Schedule 13D. The Original Schedule 13D is hereby amended and supplemented as follows and, except
as expressly amended below, the Original Schedule 13D remains in full force and effect.
| Item 1. | Security and Issuer |
Item 1 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
The class of
equity security to which this statement on Schedule 13D relates is the Common Stock, $0.0001 par value (“Common Stock”) of
Tourmaline Bio, Inc. (formerly, Talaris Therapeutics, Inc.), a Delaware corporation (the “Issuer”). The address of the principal
executive offices of the Issuer is 27 West 24th Street, Suite 702, New York, NY 10010.
| Item 2. | Identity and Background |
Item 2 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
| (a) | This Schedule 13D is filed by Qiming U.S. Healthcare Fund, L.P. (“Qiming”), Qiming U.S. Healthcare
GP, LLC (“Qiming GP”), Qiming U.S. Healthcare Fund II, L.P. (“Qiming II”), Qiming U.S. Healthcare GP II, LLC (“Qiming
GP II”), Qiming U.S. Healthcare Fund III, L.P. (“Qiming III”), Qiming U.S. Healthcare GP III, LLC (“Qiming GP
III”), Mark McDade (“McDade”) and Gary Rieschel (“Rieschel” and, with Qiming, Qiming GP, Qiming II, Qiming
GP II, Qiming III, Qiming GP III and McDade, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim
status as a “group” for purposes of this Schedule 13D. |
| (b) | The principal business and principal business office of the Reporting Persons is 11100 NE 8th Street,
Suite 200, Bellevue, WA 98004. |
| (c) | The principal business of the Reporting Persons is venture capital investments. Each of the individuals
serves as a Managing Member of Qiming GP, which is the general partner of Qiming, as Managing Member of Qiming GP II, which is the general
partner of Qiming II and as Managing Member of Qiming GP III, which is the general partner of Qiming III. |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial
of administrative body of competent jurisdiction or were subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Each of Qiming, Qiming GP, Qiming II, Qiming GP II, Qiming III and Qiming GP III was organized in the
state of Delaware and each of the individuals is a citizen of the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Original Schedule 13D is hereby
amended and supplemented by adding the following paragraph at the end of Item 3:
On May 2, 2023, Qiming III purchased
an aggregate of 3,000,000 shares of preferred stock of Old Tourmaline (as defined below)for an aggregate purchase price of $3,000,000.
On June 22, 2023 in connection with the Merger
Agreement (as defined below), Qiming III and other unrelated investors entered into a securities purchase agreement with Old Tourmaline
(the "Purchase Agreement"), pursuant to which Qiming III purchased 1,367,945 shares of common stock of Old Tourmaline for the
total purchase price of $2,000,000 (the “Financing Transaction”). The Financing Transaction closed immediately
prior to the effective time of the Merger. The source of funds for Qiming III’s purchases of shares of Old Tourmaline common and
preferred stock was the contribution from Qiming III’s general and limited partners.
On
October 19, 2023, the Issuer completed the transactions contemplated by the Agreement and Plan of Merger, dated as of June 22, 2023 (the
“Merger Agreement”), by and among the Issuer, Tourmaline Bio, Inc., a Delaware corporation (“Old Tourmaline”)
and Terrain Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer (“Merger Sub”), pursuant
to which, among other matters, Merger Sub merged with and into Old Tourmaline, with Old Tourmaline continuing as a wholly owned subsidiary
of the Issuer and the surviving corporation of the Merger Agreement (the “Merger”). In connection with the closing of the
Merger Agreement, the Issuer changed its name to Tourmaline Bio, Inc.
Under the terms of the Merger, immediately prior
to the effective time of the Merger, each share of Old Tourmaline’s preferred stock was converted into one share of Old Tourmaline’s
common stock. At the effective time of the Merger, each of these shares was converted based on an exchange ratio of 0.7977 (without giving
effect to the Reverse Stock Split, as defined below) shares of the Issuer’s common stock for each share of Old Tourmaline common
stock.
In connection with the Merger, the Issuer effected
a reverse split of its Common Stock (the “Reverse Stock Split”), pursuant to which each 10 shares of Common Stock issued and
outstanding immediately prior to the Reverse Stock Split were automatically without further action on the part of the Issuer or any holders
of such Common Stock, reclassified, combined, converted and changed into one share of Common Stock.
At the effective time of the Merger, pursuant
to the Merger Agreement, each of McDade’s pre-existing options to purchase shares of Common Stock were accelerated and cancelled.
In consideration for such cancellation, McDade received a combination of a cash payment of $8,066 and 518 shares of Common Stock (after
giving effect to the reverse stock split) with respect to his pre-existing stock option to purchase 20,500 shares of Common Stock. McDade
received no consideration for his pre-existing stock option to purchase 14,501 shares of Common Stock, which option had an exercise price
that was greater than the Terrain-In-the-Money Price (as defined in the Merger Agreement).
Following the closing of the Merger, Qiming, Qiming
II, Qiming III, McDade and Rieschel directly owned 183,177, 110,083, 348,431, 518, and 5,079 shares of Common Stock, respectively.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
(a) – (b). |
The following information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule
13D is provided as of October 30, 2023: |
Reporting Persons | |
Shares
Held
Directly | | |
Sole Voting
Power | | |
Shared
Voting
Power | | |
Sole Dispositive
Power | | |
Shared
Dispositive
Power | | |
Beneficial
Ownership | | |
Percentage
of Class (4) | |
Qiming | |
| 183,177 | | |
| 0 | | |
| 183,177 | | |
| 0 | | |
| 183,177 | | |
| 183,177 | | |
| 0.9 | % |
Qiming GP (1) | |
| 0 | | |
| 0 | | |
| 183,177 | | |
| 0 | | |
| 183,177 | | |
| 183,177 | | |
| 0.9 | % |
Qiming II | |
| 110,083 | | |
| 0 | | |
| 110,083 | | |
| 0 | | |
| 110,083 | | |
| 110,083 | | |
| 0.5 | % |
Qiming GP II (2) | |
| 0 | | |
| 0 | | |
| 110,083 | | |
| 0 | | |
| 110,083 | | |
| 110,083 | | |
| 0.5 | % |
Qiming III | |
| 348,431 | | |
| 0 | | |
| 348,431 | | |
| 0 | | |
| 348,431 | | |
| 348,431 | | |
| 1.7 | % |
Qiming GP III (3) | |
| 0 | | |
| 0 | | |
| 348,431 | | |
| 0 | | |
| 348,431 | | |
| 348,431 | | |
| 1.7 | % |
McDade (1) (2) (3) | |
| 518 | | |
| 518 | | |
| 641,691 | | |
| 518 | | |
| 641,691 | | |
| 642,209 | | |
| 3.2 | % |
Rieschel (1) (2) (3) | |
| 5,079 | | |
| 5,079 | | |
| 641,691 | | |
| 5,079 | | |
| 641,691 | | |
| 646,770 | | |
| 3.2 | % |
| (1) | Includes 183,177 shares held directly by Qiming. Qiming GP serves as the sole general partner of Qiming.
As such, Qiming GP possesses power to direct the voting and disposition of the shares owned by Qiming and may be deemed to have indirect
beneficial ownership of the shares held by Qiming. Qiming GP owns no securities of the Issuer directly. McDade and Rieschel are the managing
partners of Qiming GP. As such, each of McDade and Rieschel possesses power to direct the voting and disposition of the shares owned by
Qiming and may be deemed to have indirect beneficial ownership of the shares held by Qiming. |
| (2) | Includes 110,083 shares held directly by Qiming II. Qiming GP II serves as the sole general partner of
Qiming II. As such, Qiming GP II possesses power to direct the voting and disposition of the shares owned by Qiming II and may be deemed
to have indirect beneficial ownership of the shares held by Qiming II. Qiming GP II owns no securities of the Issuer directly. McDade
and Rieschel are the managing partners of Qiming GP II. As such, each of McDade and Rieschel possesses power to direct the voting and
disposition of the shares owned by Qiming II and may be deemed to have indirect beneficial ownership of the shares held by Qiming II. |
| (3) | Includes 348,431 shares held directly by Qiming III. Qiming GP III serves as the sole general partner
of Qiming III. As such, Qiming GP III possesses power to direct the voting and disposition of the shares owned by Qiming III and may be
deemed to have indirect beneficial ownership of the shares held by Qiming IIII. Qiming GP II owns no securities of the Issuer directly.
McDade and Rieschel are the managing partners of Qiming GP III. As such, each of McDade and Rieschel possesses power to direct the voting
and disposition of the shares owned by Qiming III and may be deemed to have indirect beneficial ownership of the shares held by Qiming
III. |
| (4) | This percentage is calculated based upon 20,336,773 shares of Common Stock outstanding as of October 19,
2023, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on October 20, 2023. |
| (c) | Except as set forth herein, none of the Reporting Persons has effected any transactions in shares of the
Issuer’s Common Stock during the last 60 days. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends
from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by any of the Reporting Persons. |
| (e) | The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock
on October 19, 2023. |
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.
Dated: October 30, 2023
Qiming
U.S. Healthcare Fund, L.P. |
|
Qiming
U.S. Healthcare GP, LLC |
|
|
|
By: |
Qiming U.S. Healthcare GP, LLC |
|
By: |
/s/
Mark McDade |
its |
General Partner |
|
|
Name: Mark McDade |
|
|
|
Title: Managing Member |
By: |
/s/
Mark McDade |
|
|
|
Name:
Mark McDade |
|
|
|
Title:
Managing Member |
|
|
| Qiming U.S. Healthcare Fund II, L.P. |
Qiming U.S. Healthcare GP II, LLC |
By: |
Qiming U.S. Healthcare GP II, LLC |
|
By: |
/s/ Mark McDade |
its |
General Partner |
|
|
Name: Mark McDade |
|
|
|
|
Title: Managing Member |
By: |
/s/
Mark McDade |
|
|
|
Name:
Mark McDade |
|
|
|
Title:
Managing Member |
|
|
| Qiming U.S. Healthcare Fund III, L.P. |
Qiming U.S. Healthcare GP III, LLC |
By: |
Qiming U.S. Healthcare GP III, LLC |
|
By: |
/s/ Mark McDade |
its |
General Partner |
|
|
Name: Mark McDade |
|
|
|
Title: Managing Member |
By: |
/s/
Mark McDade |
|
|
|
Name:
Mark McDade |
|
|
|
Title:
Managing Member |
|
|
|
|
|
/s/
Mark McDade |
|
|
Mark
McDade |
|
|
|
|
|
/s/
Gary Rieschel |
|
|
Gary
Rieschel |
|
|
|
ATTENTION |
|
|
|
|
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
Exhibit(s):
A - Joint Filing Agreement
EXHIBIT A
JOINT
FILING AGREEMENT
The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of Tourmaline Bio, Inc.
shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.
Dated: October 30, 2023
Qiming
U.S. Healthcare Fund, L.P. |
|
Qiming
U.S. Healthcare GP, LLC |
|
|
|
By: |
Qiming U.S. Healthcare GP, LLC |
|
By: |
/s/
Mark McDade |
its |
General Partner |
|
|
Name: Mark McDade |
|
|
|
Title: Managing Member |
By: |
/s/
Mark McDade |
|
|
|
Name:
Mark McDade |
|
|
|
Title:
Managing Member |
|
|
| Qiming U.S. Healthcare Fund II, L.P. |
Qiming U.S. Healthcare GP II, LLC |
By: |
Qiming U.S. Healthcare GP II, LLC |
|
By: |
/s/ Mark McDade |
its |
General Partner |
|
|
Name: Mark McDade |
|
|
|
|
Title: Managing Member |
By: |
/s/
Mark McDade |
|
|
|
Name:
Mark McDade |
|
|
|
Title:
Managing Member |
|
|
| Qiming U.S. Healthcare Fund III, L.P. |
Qiming U.S. Healthcare GP III, LLC |
By: |
Qiming U.S. Healthcare GP III, LLC |
|
By: |
/s/ Mark McDade |
its |
General Partner |
|
|
Name: Mark McDade |
|
|
|
Title: Managing Member |
By: |
/s/
Mark McDade |
|
|
|
Name:
Mark McDade |
|
|
|
Title:
Managing Member |
|
|
|
|
|
/s/
Mark McDade |
|
|
Mark
McDade |
|
|
|
|
|
/s/
Gary Rieschel |
|
|
Gary
Rieschel |
|
|
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