aibioAlloVir (now Kalaris Therapeutics) stockholders approve Kalaris merger and change of control
Tickers KLRS
At a March 12, 2025 special meeting, AlloVir holders approved the share issuance and change of control under Nasdaq rules, and a stock plan increase. The merger is expected to close as soon as practicable.
Key facts
- Company
- Kalaris Therapeutics, Inc. (NASDAQ: KLRS)
- News type
- Mergers
- Primary source
- Kalaris Therapeutics, Inc. Form 8-K filed March 12, 2025 (SEC EDGAR)
AlloVir, Inc. (now Kalaris Therapeutics, Inc.) said its stockholders approved its proposed merger with Kalaris Therapeutics, Inc. at a special meeting held March 12, 2025. The company reported the vote in a Form 8-K filed the same day. The merger is expected to close as soon as practicable, subject to the remaining closing conditions. After closing, the combined company is expected to be renamed Kalaris Therapeutics, Inc. and trade on The Nasdaq Capital Market under the ticker "KLRS."
What the stockholders approved
The first proposal asked stockholders to approve two things under Nasdaq Listing Rules 5635(a) and 5635(b). One was the issuance of AlloVir common stock to Kalaris stockholders, which will represent more than 20% of the AlloVir shares outstanding just before the merger. The other was the change of control that results from the merger. The proposal passed.
The filing reports these votes: 3,543,715 for, 368,843 against, 282 abstentions and 0 broker non-votes. As of the record date of January 30, 2025, there were 5,041,932 shares of common stock outstanding and entitled to vote. A total of 3,912,840 shares were represented in person or by proxy, which made a quorum.
The second proposal amended the AlloVir 2020 Stock Option and Grant Plan. It also passed, with 3,264,056 votes for, 648,477 against, 307 abstentions and 0 broker non-votes. The amendment increases the shares reserved for future issuance under the plan by a number equal to five percent of the AlloVir shares issued and outstanding right after the merger closes. It sets a new maximum number of shares that may be granted as incentive stock options. It also extends the plan's term to the tenth anniversary of the closing of the merger.
The board had adopted the amendment earlier, subject to stockholder approval. The third proposal, to adjourn the meeting if more votes were needed, was not presented because the first two had enough votes.
The merger and the company
The proposals were described in a proxy statement/prospectus that AlloVir filed with the Securities and Exchange Commission on February 10, 2025 and first mailed to stockholders that day. The press release, attached as Exhibit 99.2, says AlloVir stockholders voted in favor of all proposals at the meeting.
AlloVir's Form 10-K filed March 7, 2025 lists the risks around the deal. It says the company may not be successful in consummating the merger, and that if the merger is not completed, its board of directors may decide to pursue a dissolution and liquidation. The same filing says AlloVir effected a 1-for-23 reverse stock split of its common stock on January 15, 2025, so that every 23 shares of issued and outstanding common stock were combined into one share.
The press release describes AlloVir as an allogeneic T cell immunotherapy company that was focused on restoring natural immunity against life-threatening viral diseases in pediatric and adult patients with weakened immune systems.
About Kalaris
Kalaris is a clinical-stage biopharmaceutical company developing treatments for prevalent retinal diseases. It is focused on TH103, which the release calls a novel, differentiated anti-VEGF investigational therapy developed by Dr. Napoleone Ferrara. TH103 is being evaluated in an ongoing Phase 1 clinical trial for neovascular Age-related Macular Degeneration, with plans to develop it for diabetic macular edema and retinal vein occlusion.
Who is involved
General Counsel Edward Miller signed the 8-K for AlloVir. The Kalaris investor contact named in the press release is Corey Davis, Ph.D., of LifeSci Advisors.
Risks the company lists
The forward-looking statements name risks that include whether the closing conditions are met, AlloVir's continued listing on Nasdaq until closing, and the chance that adjustments to the exchange ratio leave AlloVir and Kalaris stockholders owning more or less of the combined company than currently anticipated.