aibioAlloVir (now Kalaris Therapeutics) completes Kalaris merger; shares to trade as KLRS on March 19
Tickers KLRS
The combined company expects about $100 million in cash at closing to fund operations into the fourth quarter of 2026, while its lead drug candidate, TH103, is still in an open-label Phase 1 trial. Former Kalaris holders own about 74.47% on a fully diluted basis.
Key facts
- Company
- Kalaris Therapeutics, Inc. (NASDAQ: KLRS)
- News type
- Mergers
- Primary source
- Kalaris Therapeutics, Inc. Form 8-K filed March 18, 2025 (SEC EDGAR)
AlloVir, Inc. (now Kalaris Therapeutics, Inc.) said on March 18, 2025 that its merger with Kalaris Tx, Inc. (formerly Kalaris Therapeutics, Inc., which the filing calls Legacy Kalaris) was completed. The combined company operates as Kalaris Therapeutics. Its common stock traded on The Nasdaq Capital Market as ALVR through the close of business on March 18, 2025, and begins trading on The Nasdaq Global Market as KLRS on March 19, 2025, under a new CUSIP number. The details are in a Form 8-K and a press release filed with it.
The merger and the vote
AlloVir held a special meeting of stockholders on March 12, 2025. Stockholders approved the issuance of AlloVir common stock to Legacy Kalaris holders, an amount that was more than 20% of the shares outstanding before the merger. They also approved the change of control that results from the merger and the share issuance, under Nasdaq Listing Rules 5635(a) and 5635(b).
At the effective time, each share of Legacy Kalaris common stock became the right to receive AlloVir common stock at an exchange ratio of 0.2016. Legacy Kalaris stock options and restricted shares were converted into AlloVir awards on the same terms, adjusted for that ratio.
Shares and ownership
AlloVir issued 13,634,744 shares to Legacy Kalaris securityholders, including all holders of outstanding convertible notes. About 18,702,413 shares were outstanding immediately after the effective time. On a fully diluted basis, Legacy Kalaris securityholders own approximately 74.47% of the combined company, and former AlloVir securityholders own approximately 25.53%. The shares were registered on a Form S-4 that the SEC declared effective on February 10, 2025.
Convertible notes, options and the AlloVir note
Convertible notes that Legacy Kalaris issued in 2025 converted into Series B-2 Preferred Stock at $4.7851 per share. Convertible notes issued in 2024 converted into common stock at $1.25 per share.
AlloVir was itself a lender. In January 2025, Legacy Kalaris issued AlloVir a convertible promissory note for up to $7.5 million, and AlloVir funded $3.75 million that month. The note accrued interest at 8.0% per year and was cancelled at the effective time. AlloVir options with an exercise price of $92.00 or more were cancelled for no consideration.
Cash and the trial behind it
The press release says the combined company's cash and cash equivalents of approximately $100 million at the closing date are expected to fund operating expenses and capital expenditures into the fourth quarter of 2026. CEO Andrew Oxtoby said, "We are delighted to close this transaction, which we expect will provide us with the financial resources to continue development of TH103 beyond the initiation of our planned Phase 2 clinical trial."
The money is meant to carry the company past the start of a Phase 2 study that has not yet begun. TH103 is an anti-VEGF agent that Kalaris says is engineered to potentially provide longer-lasting and increased activity. It is being tested in an ongoing Phase 1 open-label trial in neovascular age-related macular degeneration (nAMD). Enrollment in Part 1 began in August 2024. The company expects initial data from Part 1 in the second half of 2025, and it plans to develop TH103 for diabetic macular edema and retinal vein occlusion as well. The release reports no efficacy results from the Phase 1 trial.
AlloVir's own record
AlloVir is the legal survivor, but its own pipeline failed. On December 22, 2023 it announced the discontinuation of three Phase 3 trials of posoleucel after futility analyses concluded the studies were unlikely to meet their primary endpoints. Its annual report says it does not intend to resume development of posoleucel or any other product candidates. The merger required AlloVir's net cash at closing to be no less than $95.0 million.
Advisers
Leerink Partners acted as exclusive financial advisor to AlloVir. Goodwin Procter LLP served as AlloVir's legal counsel. Wilmer Cutler Pickering Hale and Dorr LLP is legal counsel to Kalaris.