TOUR006 Development and Trials - TOUR006, a fully human monoclonal antibody targeting IL-6, has shown potential to establish new standards of care in autoimmune and inflammatory diseases[19]. - The pivotal Phase 2b spiriTED trial for TOUR006 in thyroid eye disease (TED) was initiated in September 2023, with topline data expected in the first half of 2025[21]. - A Phase 2 trial for TOUR006 in atherosclerotic cardiovascular disease (ASCVD) is set to commence in the first half of 2024, with topline data anticipated in the first half of 2025[22]. - TOUR006 has demonstrated a terminal half-life of 47 to 58 days and meaningful suppression of IL-6 signaling at doses as low as 10mg, as measured by CRP[43]. - The company plans to explore additional indications for TOUR006 where IL-6 inhibition has shown clinical benefit but lacks industry-led development[34]. - TOUR006 is expected to be administered subcutaneously with a low volume of 1mL or less, allowing for more convenient patient treatment[43]. - The company aims to leverage existing clinical data from previous studies of TOUR006 to expedite future clinical trials[42]. - The FDA has cleared the Investigational New Drug application for TOUR006, supporting its clinical development programs[42]. - TOUR006 is estimated to be appropriate for 15,000 to 20,000 patients in the U.S. with moderate to severe, active, inflammatory TED[69]. - The spiriTED trial is a Phase 2b study enrolling approximately 81 patients with a baseline proptosis at least 3 mm greater than normal[70]. - The primary endpoint of the spiriTED trial is the proptosis response rate at Week 20, defined as a ≥2 mm reduction in proptosis from baseline[71]. - Topline results for the spiriTED trial's Primary Efficacy Period are expected in the first half of 2025[73]. - A pivotal Phase 3 trial for TOUR006 is planned for 2024, with topline data expected in 2026[74]. - TOUR006 aims to provide a patient-centric experience with subcutaneous administration every eight weeks[75]. - The weighted mean proptosis response rate from published literature on IL-6 pathway inhibitors is 73%[68]. - The CAS response rate from the same literature is 78%[68]. - TOUR006 is designed to be generally well-tolerated without the risk of hearing loss[75]. - The company believes that TOUR006's anti-inflammatory mechanism is best suited for early use in the active inflammatory phase of TED[75]. Market and Competitive Landscape - In 2023, the four approved anti-IL-6 or anti-IL-6R antibodies generated over $3.5 billion in global sales[19]. - The company is evaluating new in-licensing and acquisition opportunities to expand its product portfolio in immune and inflammatory diseases[26]. - The company faces competition from four FDA-approved IL-6 inhibitors and multiple agents in clinical development for similar indications, which may impact patient recruitment and product uptake[143]. - Teprotumumab is currently the only FDA-approved agent for the treatment of Thyroid Eye Disease (TED), with other agents in various stages of development[144]. Clinical Efficacy and Safety - FcRn inhibitors have been observed to reduce autoantibody levels by approximately 60-70% in patients with autoantibody-driven disorders[46]. - In clinical trials, 10% of patients treated with TEPEZZA reported hearing-related adverse events, with a meta-analysis indicating 15% experienced such disturbances[61][62]. - TEPEZZA demonstrated proptosis response rates of 71% and 83% in two randomized trials, compared to 20% and 10% with placebo[59]. - Tocilizumab has shown meaningful improvement in proptosis and substantial reductions in TSI levels in over 340 patients with TED[64]. - The FDA required an update to TEPEZZA's label to include warnings about severe hearing impairment, including potential permanent hearing loss[63]. - The efficacy of FcRn inhibitors is limited to reducing antibody levels without addressing non-antibody mediated disease components[47]. - IL-6 inhibition has shown potential to outperform FcRn inhibition in treating autoantibody-driven disorders, particularly in TED, MG, RA, and NMOSD[50]. - The CANTOS study demonstrated that 150mg canakinumab achieved a 59% reduction in CRP levels over three months, with a 15% relative benefit in preventing MACE compared to placebo[85]. - In patients with CRP levels ≤2.0 mg/L, the relative benefit increased to 25%, and for those with the lowest tertile of IL-6 levels, the benefit rose to 35%[85]. - The Phase 2b RESCUE study of ziltivekimab showed up to 92% CRP reductions in ASCVD patients, outperforming canakinumab's maximum reduction of 68%[91]. - Novo Nordisk is conducting four Phase 3 trials for ziltivekimab, with topline data expected in 2025, which could validate the therapeutic hypothesis for IL-6 blockade in ASCVD[94]. Financial and Regulatory Considerations - The company entered into a license agreement with Pfizer, paying an upfront fee of $5.0 million and granting 7,125,000 Series A preferred units, equivalent to 15% of capital stock on a fully diluted basis[128]. - The company is obligated to pay Pfizer up to $128.0 million upon achieving specific development milestones and up to $525.0 million upon achieving specific sales milestones[129]. - The merger completed on October 19, 2023, resulted in the company changing its name from Talaris Therapeutics, Inc. to Tourmaline Bio, Inc.[134][135]. - Following the merger, approximately 15,877,090 shares of common stock were issued to Legacy Tourmaline's stockholders based on an exchange ratio of 0.7977[135]. - The company's common stock began trading under the ticker symbol "TRML" on October 20, 2023, following a 1-for-10 reverse stock split[137]. - The company currently lacks its own marketing, sales, or distribution capabilities and plans to develop a sales and marketing infrastructure for TOUR006 if approved for commercial sale[138]. - The company relies on contract development and manufacturing organizations (CDMOs) for the production of TOUR006, with plans to engage additional manufacturers as production needs increase[140]. Intellectual Property and Regulatory Strategy - The company has a patent portfolio that includes eight US provisional applications and four pending PCT applications, with a presumptive term extending into 2043 or 2044[150]. - The company intends to pursue further patent protection for future drug candidates and aspects of its TOUR006 platform, relying on confidentiality and trade secret protections for certain features[151]. - The company is developing a layered intellectual property strategy to protect its TOUR006 platform and related technologies[147]. - The company plans to register its trademark rights in the Tourmaline mark in the U.S. and other jurisdictions[153]. - The company must submit an IND to the FDA before starting clinical trials in the U.S., which includes results from animal and in vitro studies, CMC information, and any available human data[158]. - Clinical trials are conducted in three phases: Phase 1 focuses on safety and dosage, Phase 2 evaluates preliminary efficacy and safety, and Phase 3 provides statistically significant evidence of clinical efficacy[170]. - The FDA has 60 days to review a BLA for completeness before it can be accepted for filing, with a standard review taking up to 10 months and a priority review taking up to 6 months[167][175]. - The FDA may require additional clinical trials after product approval, known as Phase 4 studies, to gather more information about the product[164]. - Orphan Drug Designation can be granted for drugs intended to treat rare diseases affecting fewer than 200,000 individuals in the U.S., providing benefits such as tax credits and a waiver of the BLA application fee[181]. - A product with orphan designation that receives the first FDA approval for its disease is entitled to orphan exclusivity for seven years, preventing approval of similar products for the same indication[182]. - The FDA may impose a partial clinical hold on trials if safety concerns arise, limiting the trial to certain doses or subjects[160]. - The company must develop and validate analytical methods for testing the identity, strength, quality, and purity of the final product[164]. - The FDA may require post-marketing studies to monitor the safety and efficacy of a product after commercialization[173]. - Products may qualify for expedited review programs, such as fast track designation and breakthrough therapy, which can shorten the review process[174][177]. - The FDA may withdraw approval if compliance with regulatory requirements is not maintained, which could lead to new safety information being added to product labeling or distribution restrictions[186]. Compliance and Legal Considerations - Manufacturers must comply with various federal and state healthcare laws, including the Anti-Kickback Statute, which prohibits remuneration to induce purchases of items reimbursable under federal healthcare programs[194]. - The federal False Claims Act imposes significant penalties for knowingly presenting false claims for payment to the government, with potential penalties up to three times the actual damages sustained[197]. - The company is subject to data privacy regulations under HIPAA and HITECH, which impose requirements on the handling of individually identifiable health information[199]. - Medicare Part B covers certain biopharmaceutical products that are medically necessary, requiring manufacturers to participate in government healthcare programs for reimbursement[202]. - The company must report price metrics such as average sales price and best price to the government, with penalties for inaccurate submissions[204]. - The FDA closely regulates marketing and promotion of biologics, and companies can only make claims approved by the FDA[187]. - Changes to manufacturing processes are strictly regulated and may require prior FDA approval, necessitating ongoing compliance efforts[185]. - The company may face civil and criminal penalties for violations of healthcare fraud statutes, including those under HIPAA[198]. - Compliance with state laws for drug distribution requires registration of manufacturers and distributors, impacting operational costs[205]. - Significant penalties may arise from violations of federal and state healthcare laws, affecting business operations and profitability[206]. Market Access and Reimbursement Challenges - Coverage and reimbursement from third-party payors are critical for product acceptance, with uncertainty surrounding their availability[207]. - The ability to commercialize products depends on third-party payors' determination of medical necessity and cost-effectiveness[208]. - The process for obtaining reimbursement is time-consuming and costly, with no guarantee of adequate reimbursement levels[210]. - The Inflation Reduction Act of 2022 allows HHS to negotiate prices for certain drugs, potentially impacting the pharmaceutical industry[214]. - The ACA has increased Medicaid rebates and imposed new requirements on pharmaceutical manufacturers, affecting pricing strategies[216]. - Legal and political challenges to the ACA may impact its implementation and the healthcare landscape[217]. - The marketability of products may suffer if adequate coverage and reimbursement are not provided by government and third-party payors[212]. - The downward pressure on healthcare costs is increasing, creating higher barriers for new product entry in the market[211].

Merger and Business Transition - On October 19, 2023, Tourmaline Bio, Inc. completed a merger with Legacy Tourmaline, transitioning its business focus to developing transformative medicines for immune diseases [138]. - Following the merger, Talaris' historical business operations ceased, and future operations will be primarily those of Legacy Tourmaline [144]. - The merger resulted in the issuance of approximately 15,877,090 shares of common stock to Legacy Tourmaline's stockholders based on an exchange ratio of 0.7977 [140]. - The company executed a 1-for-10 reverse stock split on October 19, 2023, with shares expected to trade under the new ticker symbol "TRML" starting October 20, 2023 [142]. Financial Performance - Prior to the merger, Talaris incurred a net loss of $7.0 million for the three months ended September 30, 2023, compared to a net loss of $19.0 million for the same period in 2022, reflecting a decrease of $12.0 million [160]. - General and administrative expenses increased to $9.1 million for the three months ended September 30, 2023, compared to $4.8 million in the same period of 2022, reflecting a $4.3 million increase [163]. - Total operating expenses for the nine months ended September 30, 2023, were $50.1 million, a decrease of $6.6 million from $56.7 million in the same period of 2022 [167]. - Research and development expenses decreased to $17.8 million for the nine months ended September 30, 2023, from $42.4 million in the same period of 2022, a reduction of $24.6 million [168]. - Cash and cash equivalents as of September 30, 2023, were $67.1 million, with marketable securities totaling $79.9 million [174]. - The company had net cash used in operating activities of $39.1 million for the nine months ended September 30, 2023, compared to $47.0 million in the same period of 2022, reflecting a $7.9 million improvement [179]. - Investing activities provided $92.3 million of cash during the nine months ended September 30, 2023, primarily from maturities of marketable securities [182]. - Other income, net for the three months ended September 30, 2023, was $1.9 million, compared to $0.8 million in the same period of 2022, driven by net accretion income and interest income from marketable securities [165]. Capital Requirements and Future Funding - The company expects to need additional capital to fund operations and product development, as it has not generated any revenue from product sales [177]. - Post-merger, the combined company had approximately $218.2 million in cash, cash equivalents, and marketable securities [175]. - The company requires substantial additional capital to complete the development of TOUR006 and future product candidates, and plans to raise this capital through private or public equity or debt financings [186]. - Management expects that the ability to raise additional capital may be adversely impacted by worsening global economic conditions and recent disruptions in credit and financial markets [186]. - The company is unable to estimate the exact amount and timing of its future capital requirements due to numerous risks and uncertainties associated with research and development [187]. - Key factors influencing future funding requirements include the costs and outcomes of clinical trials for TOUR006 and other product candidates [188]. - The company may need to license rights to product candidates at earlier stages of development or on less favorable terms if additional capital is not raised [186]. Restructuring and Workforce Changes - The company implemented significant workforce reductions, terminating approximately 95% of its remaining workforce as part of a restructuring plan [148]. - Restructuring costs for the three months ended September 30, 2023, included $0.1 million in employee termination costs, while no restructuring costs were incurred in the same period of 2022 [164]. Accounting and Financial Reporting - Talaris' financial statements are prepared in accordance with GAAP, requiring estimates and judgments that could affect reported amounts of assets and liabilities [190]. - The company has made estimates of accrued research and development expenses based on contracts and services performed, which may result in adjustments if actual costs differ [194]. - Stock-based compensation expense is recognized over the requisite service period, with fair value determined using the Black-Scholes option-pricing model [196]. - Talaris remains an emerging growth company and a smaller reporting company, with annual revenue less than $100 million and market value of stock held by non-affiliates below $700 million [202]. - Recently issued accounting pronouncements that may impact Talaris' financial position are disclosed in the financial statements [203].

Financial Performance - The company reported a net loss of $37.2 million for the six months ended June 30, 2023, and an accumulated deficit of $202.0 million[125]. - The net loss for the three months ended June 30, 2023, was $14.7 million, a decrease of $3.4 million from a net loss of $18.1 million in the same period of 2022[146]. - Net cash used in operating activities for the six months ended June 30, 2023, was $31.6 million, a decrease from $33.6 million in the same period of 2022[162]. - Other income, net for the six months ended June 30, 2023, was $3.3 million, compared to $0.5 million for the same period in 2022, reflecting a significant increase[158]. - Interest and other income for the three months ended June 30, 2023, was $1.8 million, compared to $0.3 million in 2022, an increase of $1.5 million[146]. Cash and Funding - As of June 30, 2023, the company had net proceeds of $186.2 million from sales of convertible preferred stock and $137.2 million from its IPO[113]. - As of June 30, 2023, the company had cash and cash equivalents of $152.3 million, expected to fund operations for more than 12 months[129]. - The company had received net proceeds of $186.2 million from convertible preferred stock sales and $137.2 million from its IPO as of June 30, 2023[159]. - The company may need to obtain substantial additional funds to achieve its business objectives if it resumes development of pharmaceutical products[170]. Strategic Initiatives - A comprehensive review of strategic alternatives was announced in February 2023, including a potential merger or acquisition[115]. - On June 22, 2023, the company entered into a Merger Agreement with Tourmaline, subject to stockholder approval[118]. - The company plans to declare a cash dividend to pre-Merger stockholders not exceeding $67.5 million[121]. - In July 2023, the company sold certain clinical data and intellectual property related to FCR001 for approximately $2.2 million[122]. - In July 2023, the company entered into an asset purchase agreement with ImmunoFree, selling certain clinical data and intellectual property related to FCR001[173]. Expenses and Cost Management - Research and development expenses decreased to $4.1 million for the three months ended June 30, 2023, from $13.2 million in the same period of 2022, a reduction of $9.1 million[146]. - General and administrative expenses increased to $6.0 million for the three months ended June 30, 2023, compared to $5.2 million in 2022, an increase of $0.8 million[148]. - Restructuring costs for the three months ended June 30, 2023, amounted to $6.4 million, with $5.7 million attributed to severance and employee termination costs[150]. - Total operating expenses for the three months ended June 30, 2023, were $16.5 million, down from $18.4 million in 2022, a decrease of $1.9 million[146]. - Research and development expenses for the six months ended June 30, 2023, were $17.5 million, down from $27.4 million in 2022, a decrease of $9.9 million[153]. - General and administrative expenses for the six months ended June 30, 2023, increased to $12.2 million from $9.4 million in 2022, an increase of $2.8 million[156]. - Restructuring costs for the six months ended June 30, 2023, totaled $10.9 million, with no restructuring costs incurred in the same period of 2022[157]. - The company expects expenses to decrease in 2023 compared to 2022 due to the discontinuation of certain clinical trials and workforce reductions[168]. Company Status and Market Position - The company has not generated any revenue since its inception and does not expect to generate revenue from product sales in the future[132]. - The company has incurred significant operating losses since inception and does not expect to generate revenue from product sales for several years[159]. - The company remains an "emerging growth company" until it exceeds $1.235 billion in annual revenue or meets other specified criteria[184]. - The company qualifies as a "smaller reporting company" with a market value of stock held by non-affiliates below $700 million and annual revenue under $100 million[185]. Risk Factors - The company has incurred significant costs related to evaluating strategic alternatives and the Merger, which may impact available cash for operations[126]. - The company has minimal exposure to foreign currency risk due to short transaction durations[190]. - Inflation has not had a material effect on the company's financial condition or results of operations during the recent reporting periods[191]. - The company continues to monitor the impact of rising inflation on its business[191]. - The company does not currently have any off-balance sheet arrangements[186]. - The company has not experienced material changes in the fair market value of its interest-sensitive marketable securities with a 100 basis points increase in interest rates[189]. - The company has engaged in contracts with vendors in currencies other than the U.S. dollar but has had minimal exposure to fluctuations in foreign currency exchange rates[190].

FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________________ to ___________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Commission File Number: 001-40384 TALARIS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in its Charter) D ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40384 TALARIS THERAPEUTICS, INC. (Exact name of Registrant as specified in its Charter) Delaware 83-2377352 (State or other jurisdict ...