8-K
filed March 18, 2025, 7:59 PM ET
ticker KLRS
CIK 0001754068
other material
confidence high
sentiment neutral
materiality 0.90
Kalaris Therapeutics, Inc. (KLRS): M&A transaction — AlloVir completes reverse merger with Legacy Kalaris; ticker changes to KLRS on Nasdaq
Kalaris Therapeutics, Inc.
- Post-merger combined company focuses on retinal disease therapeutics; TH103 is lead candidate.
- Legacy Kalaris securityholders own 74.47% of combined company; ~18.7M shares outstanding.
- Samsara BioCapital LP holds 61.19% of shares post-merger; new board and officers appointed.
- Ticker changes from ALVR to KLRS on Nasdaq Global Market effective March 19, 2025.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Derek Adams resigned as Director at Kalaris Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
at the Effective Time, Vikas Sinha, Derek Adams, Ph.D., Malcom Brenner, M.D., Ph.D., Jeffrey S. Bornstein, Shawn Tomasello and Juan Vera, M.D., resigned from the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Samir Patel was appointed as Director at Kalaris Therapeutics, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board was reconstituted as follows: (i) David Hallal and Morana Jovan-Embiricos, Ph.D. (designated by AlloVir), (ii) Andrew Oxtoby, Anthony Adamis, Srinivas Akkaraju, M.D., Ph.D., Michael Dybbs, Ph.D., Napoleone Ferrara, M.D., and Samir Patel, M.D.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Morana Jovan-Embiricos was appointed as Director at Kalaris Therapeutics, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board was reconstituted as follows: (i) David Hallal and Morana Jovan-Embiricos, Ph.D. (designated by AlloVir), (ii) Andrew Oxtoby, Anthony Adamis, Srinivas Akkaraju, M.D., Ph.D., Michael Dybbs, Ph.D., Napoleone Ferrara, M.D., and Samir Patel, M.D.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
David Hallal was appointed as Chair of the Board at Kalaris Therapeutics, Inc..
- Action
- appointed
- Role
- Chair of the Board
Exact text from the filing
David Hallal was appointed Chair of the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Vikas Sinha resigned as Director at Kalaris Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
at the Effective Time, Vikas Sinha, Derek Adams, Ph.D., Malcom Brenner, M.D., Ph.D., Jeffrey S. Bornstein, Shawn Tomasello and Juan Vera, M.D., resigned from the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
David Hallal was appointed as Director at Kalaris Therapeutics, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board was reconstituted as follows: (i) David Hallal and Morana Jovan-Embiricos, Ph.D. (designated by AlloVir), (ii) Andrew Oxtoby, Anthony Adamis, Srinivas Akkaraju, M.D., Ph.D., Michael Dybbs, Ph.D., Napoleone Ferrara, M.D., and Samir Patel, M.D.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Juan Vera resigned as Director at Kalaris Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
at the Effective Time, Vikas Sinha, Derek Adams, Ph.D., Malcom Brenner, M.D., Ph.D., Jeffrey S. Bornstein, Shawn Tomasello and Juan Vera, M.D., resigned from the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Shawn Tomasello resigned as Director at Kalaris Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
at the Effective Time, Vikas Sinha, Derek Adams, Ph.D., Malcom Brenner, M.D., Ph.D., Jeffrey S. Bornstein, Shawn Tomasello and Juan Vera, M.D., resigned from the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Malcom Brenner resigned as Director at Kalaris Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
at the Effective Time, Vikas Sinha, Derek Adams, Ph.D., Malcom Brenner, M.D., Ph.D., Jeffrey S. Bornstein, Shawn Tomasello and Juan Vera, M.D., resigned from the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Anthony Adamis was appointed as Director at Kalaris Therapeutics, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board was reconstituted as follows: (i) David Hallal and Morana Jovan-Embiricos, Ph.D. (designated by AlloVir), (ii) Andrew Oxtoby, Anthony Adamis, Srinivas Akkaraju, M.D., Ph.D., Michael Dybbs, Ph.D., Napoleone Ferrara, M.D., and Samir Patel, M.D.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Andrew Oxtoby was appointed as Director at Kalaris Therapeutics, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board was reconstituted as follows: (i) David Hallal and Morana Jovan-Embiricos, Ph.D. (designated by AlloVir), (ii) Andrew Oxtoby, Anthony Adamis, Srinivas Akkaraju, M.D., Ph.D., Michael Dybbs, Ph.D., Napoleone Ferrara, M.D., and Samir Patel, M.D.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Jeffrey S. Bornstein resigned as Director at Kalaris Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
at the Effective Time, Vikas Sinha, Derek Adams, Ph.D., Malcom Brenner, M.D., Ph.D., Jeffrey S. Bornstein, Shawn Tomasello and Juan Vera, M.D., resigned from the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Napoleone Ferrara was appointed as Director at Kalaris Therapeutics, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board was reconstituted as follows: (i) David Hallal and Morana Jovan-Embiricos, Ph.D. (designated by AlloVir), (ii) Andrew Oxtoby, Anthony Adamis, Srinivas Akkaraju, M.D., Ph.D., Michael Dybbs, Ph.D., Napoleone Ferrara, M.D., and Samir Patel, M.D.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Michael Dybbs was appointed as Director at Kalaris Therapeutics, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board was reconstituted as follows: (i) David Hallal and Morana Jovan-Embiricos, Ph.D. (designated by AlloVir), (ii) Andrew Oxtoby, Anthony Adamis, Srinivas Akkaraju, M.D., Ph.D., Michael Dybbs, Ph.D., Napoleone Ferrara, M.D., and Samir Patel, M.D.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Srinivas Akkaraju was appointed as Director at Kalaris Therapeutics, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board was reconstituted as follows: (i) David Hallal and Morana Jovan-Embiricos, Ph.D. (designated by AlloVir), (ii) Andrew Oxtoby, Anthony Adamis, Srinivas Akkaraju, M.D., Ph.D., Michael Dybbs, Ph.D., Napoleone Ferrara, M.D., and Samir Patel, M.D.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Andrew Oxtoby was appointed as President and Chief Executive Officer at Kalaris Therapeutics, Inc..
- Action
- appointed
- Role
- President and Chief Executive Officer
Exact text from the filing
Mr. Oxtoby, age 51, has served as the Combined Company’s President and Chief Executive Officer and as a member of the Board since the Closing.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Kalaris Therapeutics, Inc.: Amended certificate of incorporation to change company name from AlloVir, Inc. to Kalaris Therapeutics, Inc.
- Change
- charter amendment
Exact text from the filing
Effective as of 4:02 p.m., Eastern Time on the Closing Date, the Combined Company amended its Third Amended and Restated Certificate of Incorporation, as amended (as may be further amended from time to time, the “Certificate of Incorporation” and such amendment, the “Charter Amendment”), to effect a change of the Combined Company’s name from “AlloVir, Inc.” to “Kalaris Therapeutics, Inc.” (the “Name Change”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Kalaris Therapeutics, Inc.: Amended and restated by-laws solely to reflect company name change.
- Change
- bylaw amendment
Exact text from the filing
In connection with the Name Change, the Board also approved an amendment and restatement of the Company’s Amended and Restated By-Laws solely to reflect the Name Change (the “Amended and Restated By-Laws”), effective as of the Closing Date.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Kalaris Therapeutics, Inc.: Removed reverse stock split provisions from restated charter (effective 2025-01-15).
- Change
- fiscal year change
- Effective
- 2025-01-15
Exact text from the filing
Effective as of 4:03 p.m., Eastern Time on the Closing Date, the Combined Company restated the Certificate of Incorporation (as restated, the “Restated Charter”) and removed certain provisions that effectuated a reverse stock split of issued and outstanding shares of AlloVir Common Stock on January 15, 2025.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Kalaris Therapeutics, Inc.: Combined Company ceased to be a shell company as a result of the merger.
- Change
- shell status
Exact text from the filing
As a result of the Merger, the Combined Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Kalaris Therapeutics, Inc. underwent a change of control involving Legacy Kalaris for 13,634,744 shares of Combined Company Common Stock (closed 2025-03-18).
- Action
- change of control
- Counterparty
- Legacy Kalaris
- Consideration
- 13,634,744 shares of Combined Company Common Stock
- Closing
- 2025-03-18
Exact text from the filing
of shares of Combined Company Common Stock that AlloVir issued to Legacy Kalaris’ securityholders (including all holders of outstanding convertible notes) at the Closing is 13,634,744, resulting in approximately 18,702,413 shares of Combined Company Common Stock, being issued and outstanding immediately following the Effective Time. This number reflects, as of
View on SEC.gov
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