--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-25-056725" form_type: "8-K" ticker: "KLRS" cik: "0001754068" company_name: "Kalaris Therapeutics, Inc." filed_at: "2025-03-18T23:59:59+00:00" generated_at: "2026-05-24T14:04:04.961856+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # AlloVir completes reverse merger with Legacy Kalaris; ticker changes to KLRS on Nasdaq ## Summary - 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. ## SEC filing metadata - accession: 0001193125-25-056725 - form_type: 8-K - ticker: KLRS - cik: 0001754068 - company_name: Kalaris Therapeutics, Inc. - filed_at: 2025-03-18T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 2.01, 9.01, 5.02, 2.02, 5.01, 5.03, 5.06, 7.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1754068/000119312525056725/0001193125-25-056725-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1754068/000119312525056725/d925335d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-25-056725 - JSON: https://secwatch.observer/filing/0001193125-25-056725.json - Plain text: https://secwatch.observer/filing/0001193125-25-056725.txt ## Key facts - Executive change Derek Adams resigned as Director at Kalaris Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1754068/000119312525056725/0001193125-25-056725-index.htm - Executive change Samir Patel was appointed as Director at Kalaris Therapeutics, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1754068/000119312525056725/0001193125-25-056725-index.htm - Executive change Morana Jovan-Embiricos was appointed as Director at Kalaris Therapeutics, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1754068/000119312525056725/0001193125-25-056725-index.htm - Executive change David Hallal was appointed as Chair of the Board at Kalaris Therapeutics, Inc.. - Action: appointed - Role: Chair of the Board source text: David Hallal was appointed Chair of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1754068/000119312525056725/0001193125-25-056725-index.htm - Executive change Vikas Sinha resigned as Director at Kalaris Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1754068/000119312525056725/0001193125-25-056725-index.htm - Executive change David Hallal was appointed as Director at Kalaris Therapeutics, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1754068/000119312525056725/0001193125-25-056725-index.htm - Executive change Juan Vera resigned as Director at Kalaris Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1754068/000119312525056725/0001193125-25-056725-index.htm - Executive change Shawn Tomasello resigned as Director at Kalaris Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1754068/000119312525056725/0001193125-25-056725-index.htm - Executive change Malcom Brenner resigned as Director at Kalaris Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1754068/000119312525056725/0001193125-25-056725-index.htm - Executive change Anthony Adamis was appointed as Director at Kalaris Therapeutics, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1754068/000119312525056725/0001193125-25-056725-index.htm - Executive change Andrew Oxtoby was appointed as Director at Kalaris Therapeutics, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1754068/000119312525056725/0001193125-25-056725-index.htm - Executive change Jeffrey S. Bornstein resigned as Director at Kalaris Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1754068/000119312525056725/0001193125-25-056725-index.htm - Executive change Napoleone Ferrara was appointed as Director at Kalaris Therapeutics, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1754068/000119312525056725/0001193125-25-056725-index.htm - Executive change Michael Dybbs was appointed as Director at Kalaris Therapeutics, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1754068/000119312525056725/0001193125-25-056725-index.htm - Executive change Srinivas Akkaraju was appointed as Director at Kalaris Therapeutics, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1754068/000119312525056725/0001193125-25-056725-index.htm - Executive change Andrew Oxtoby was appointed as President and Chief Executive Officer at Kalaris Therapeutics, Inc.. - Action: appointed - Role: President and Chief Executive Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1754068/000119312525056725/0001193125-25-056725-index.htm - Governance Changes Kalaris Therapeutics, Inc.: Amended certificate of incorporation to change company name from AlloVir, Inc. to Kalaris Therapeutics, Inc. - Change: charter amendment source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1754068/000119312525056725/0001193125-25-056725-index.htm - Governance Changes Kalaris Therapeutics, Inc.: Amended and restated by-laws solely to reflect company name change. - Change: bylaw amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1754068/000119312525056725/0001193125-25-056725-index.htm - Governance Changes Kalaris Therapeutics, Inc.: Removed reverse stock split provisions from restated charter (effective 2025-01-15). - Change: fiscal year change - Effective: 2025-01-15 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1754068/000119312525056725/0001193125-25-056725-index.htm - Governance Changes Kalaris Therapeutics, Inc.: Combined Company ceased to be a shell company as a result of the merger. - Change: shell status source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1754068/000119312525056725/0001193125-25-056725-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1754068/000119312525056725/0001193125-25-056725-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.