Tourmaline Bio Inc 2024年度报告

FORM10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD FROM TO Commission File Number:001-40384__________________________________________________________ Tourmaline Bio, Inc. (Exact name of Registrant as specified in its Charter)___________________________________________________________ Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNox Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.YesxNoo Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. Large accelerated filer Non-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).o Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesoNox As of June 28, 2024 (the last business day of the Registrant’s second fiscal quarter), the Registrant’s aggregate market value of its voting common equity held by non-affiliates was approximately $294.0million based on the closing sale price of $12.86 per share as reported on The Nasdaq Global Market on that date. As of March7,2025, there were25,685,429shares of the Registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive proxy statement (the “2025 Proxy Statement”) for its 2025 Annual Meeting of Stockholders, which the Registrant intends to filepursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the Registrant’s fiscal year ended December 31, 2024, areincorporated by reference into Part III of this Annual Report on Form 10-K. Table of Contents PART I Item 1. BusinessItem 1A. Risk Factors.Item 1B. Unresolved Staff Comments.Item 1C. Cybersecurity.Item 2. Properties.Item 3. Legal Proceedings.Item 4. Mine Safety Disclosures. PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.89Item 6. Reserved.89Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.90Item 7A. Quantitative and Qualitative Disclosures About Market Risk.103Item 8. Financial Statements and Supplementary Data.103Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.103Item 9A. Controls and Procedures.103Item 9B. Other Information.104Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections104 PART III Item 10. Directors, Executive Officers and Corporate Governance.105Item 11. Executive Compensation.105Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.105Item 13. Certain Relationships and Related Transactions, and Director Independe