M&A - Allovir, Inc.

Form Type: 10-Q

Filing Date: 2025-05-14

Corporate Action: Merger

Type: Update

Accession Number: 000095017025071339

Filing Summary: On March 18, 2025, Kalaris Therapeutics, Inc. completed a merger with AlloVir, Inc., which resulted in AlloVir as the surviving entity changing its name to Kalaris Therapeutics, Inc. Following the merger, the business focus shifted primarily to developing and commercializing therapeutics for prevalent retinal diseases. The merger agreement followed substantial preparations and reflects a strategic move to enhance Kalaris Therapeutics’ operational capabilities and market position in the biopharmaceutical sector. The report outlines the company's current financial condition, including the need for additional funding and significant upcoming clinical trials for its lead product candidate, TH103. The report also indicates that Kalaris has incurred losses and anticipates ongoing financial challenges while emphasizing the importance of securing new capital for operational sustainability.

Form Type: 8-K

Filing Date: 2025-03-18

Corporate Action: Merger

Type: New

Accession Number: 000119312525056725

Filing Summary: On March 18, 2025, Kalaris Therapeutics, Inc. announced the consummation of a merger with AlloVir, Inc., whereby Merger Sub merged with Legacy Kalaris, with Legacy Kalaris becoming a wholly-owned subsidiary of AlloVir. Following the merger, AlloVir changed its name to Kalaris Therapeutics, Inc. The merger was based on a previously agreed-upon Merger Agreement dated November 7, 2024. In conjunction with the merger, AlloVir issued shares of common stock to Legacy Kalaris stockholders, resulting in Legacy Kalaris securityholders owning approximately 74.47% of the combined company immediately after the effective time of the merger. The combined company is now focused on developing therapies for retinal diseases. The merger is structured to qualify as a reorganization for federal tax purposes. Important terms regarding stock conversion ratios and the issuance of common stock to Legacy Kalaris securityholders were detailed, including the registration of the issuance on Form S-4, approved by the SEC.

Form Type: 8-K

Filing Date: 2025-03-12

Corporate Action: Merger

Type: New

Accession Number: 000119312525052940

Filing Summary: On March 12, 2025, AlloVir, Inc. announced the results of a special meeting where stockholders voted to approve a merger with Kalaris Therapeutics, Inc. The merger will involve Merger Sub merging with Kalaris, with Kalaris becoming a wholly owned subsidiary of AlloVir. Stockholders also approved an increase of shares available under the AlloVir 2020 Stock Option and Grant Plan in conjunction with the merger. The meeting had a quorum with 3,912,840 shares represented, and all proposals related to the merger were passed. Final approval and consummation of the merger are expected to occur soon, pending satisfaction of closing conditions.

Form Type: 10-K

Filing Date: 2025-03-07

Corporate Action: Merger

Type: Update

Accession Number: 000095017025035143

Filing Summary: Allovir, Inc. filed its 10-K report for the fiscal year ending December 31, 2024. A significant point in the report is the discussion on the proposed merger with Kalaris Therapeutics, Inc., which poses both opportunities and risks for the company. The company is navigating a merger process that could potentially expose it to various operational and financial risks. If the merger does not complete, there is a possibility that the board of directors may pursue dissolution and liquidation, impacting stockholder cash distribution. The document emphasizes the company's ongoing financial challenges, reliance on intellectual property, and the need for substantial additional funding. The report also outlines competition facing the company and highlights the necessity for successful clinical development to realize their business objectives. Furthermore, the financial sections provide insights into share structure, including a recent 1-for-23 reverse stock split, and the implications of this for outstanding shares and stock options. The report notes the importance of regulatory approvals and the company's strategies to maintain necessary collaborations for its research and development efforts.

Form Type: S-4/A

Filing Date: 2025-02-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525019332

Filing Summary: AlloVir, Inc. and Kalaris Therapeutics, Inc. have entered into a merger agreement on November 7, 2024, whereby AlloVir’s wholly-owned subsidiary, Aurora Merger Sub, Inc., will merge with Kalaris, resulting in Kalaris becoming a wholly-owned subsidiary of AlloVir. Following the merger, AlloVir is expected to change its name to Kalaris Therapeutics, Inc. The merger agreement outlines the conversion of Kalaris common stock and preferred stock into AlloVir common stock based on an estimated exchange ratio of 0.2198. The merger expects to issue approximately 14,813,231 shares of AlloVir common stock to Kalaris’ securityholders. Additionally, terms for unexercised AlloVir stock options and restricted stock units are defined. Kalaris is also engaging in financing arrangements prior to the merger's completion, potentially involving up to $25 million through convertible notes. AlloVir has provided a portion of this funding. The merger is contingent upon the effective date as stipulated in the agreement and relevant conditions being met.

Form Type: CORRESP

Filing Date: 2025-01-17

Corporate Action: Merger

Type: Update

Accession Number: 000119312525008426

Filing Summary: AlloVir, Inc. submitted a letter to the SEC responding to comments regarding its Registration Statement on Form S-4 filed on December 9, 2024, related to its ongoing merger process with Kalaris Therapeutics, Inc. The letter outlines the Company's acknowledgment of SEC staff comments dated January 6, 2025, and describes revisions made in the Amended Registration Statement in response to those comments. Key areas addressed include the disclosure of securities being offered, clarification on the merger benefits and the combined company's product pipeline, executive officer plans, and financial advisory details. The document highlights the intention of sharing more specific information about Kalaris' product candidates and potential financial forecasts extending to 2070. Additionally, it discusses the operational status of AlloVir and implications if the merger does not close, emphasizing the efforts to avoid being classified as a shell company.

Form Type: S-4/A

Filing Date: 2025-01-17

Corporate Action: Merger

Type: Update

Accession Number: 000119312525008421

Filing Summary: Allovir, Inc. and Kalaris Therapeutics, Inc. have entered into a merger agreement whereby Allovir will merge with Kalaris. Upon completion, Kalaris will become a wholly-owned subsidiary of Allovir. The estimated exchange ratio for the conversion of Kalaris' common stock into Allovir's common stock is approximately 0.2200. Kalaris' preferred stock will convert into common stock prior to the merger's effective time. Additionally, options and restricted shares of Kalaris will be converted into equivalent Allovir shares based on the exchange ratio. There are provisions for Kalaris to engage in financing activities, including a recent $3.75 million in bridge financing from existing Kalaris stockholders. Following the merger, Allovir is set to change its name to Kalaris Therapeutics, Inc. and current Kalaris stockholders are expected to own about 75.34% of the combined company after the merger closes.

Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000119312525004094

Filing Summary: On January 9, 2025, Allovir, Inc. held a special meeting of stockholders where two proposals were submitted for vote. The first proposal involved amending Allovir's Charter to allow for a reverse stock split of its common stock at a ratio determined by the Board of Directors, ranging between 1-for-15 and 1-for-35, before January 10, 2026. The stockholders approved this proposal with 96,216,120 votes for, 12,082,172 against, and 303,036 abstaining. The second proposal was to consider an adjournment of the meeting for further proxy solicitation if needed; however, it was not called as sufficient votes were achieved for the first proposal. Additionally, this communication pertains to a reverse stock split in relation to a proposed merger between Allovir and Kalaris Therapeutics, Inc. All relevant filings regarding this merger and stock split have been made with the SEC and are available to stockholders. The timing and exact ratio of the reverse stock split will be disclosed in a public announcement at a later date.

Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000119312525004529

Filing Summary: On January 9, 2025, AlloVir, Inc. announced a one-for-twenty-three (1-for-23) reverse stock split of its common stock, effective January 15, 2025, at 4:05 p.m. Eastern Time. Following the reverse stock split, AlloVir's common stock will trade on a split-adjusted basis starting January 16, 2025, under CUSIP number 019818202. No fractional shares will be issued; stockholders with fractional shares will receive cash based on the closing price on January 15, 2025. This action is related to a proposed merger with Kalaris Therapeutics, Inc., with relevant materials filed with the SEC, including a definitive proxy statement and registration statement on Form S-4. Investors are encouraged to review these documents for important information regarding the merger and reverse stock split.

Form Type: 8-K

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000119312525004091

Filing Summary: On January 9, 2025, at a Special Meeting, AlloVir, Inc. stockholders approved a proposal for a reverse stock split of the company’s common shares at a ratio between 1-for-15 and 1-for-35. The specific ratio will be determined by the Board of Directors without further stockholder approval prior to January 10, 2026. Additionally, a proposal for the adjournment of the Special Meeting was unnecessary as sufficient votes were already cast for the reverse stock split proposal. The document indicates that the reverse stock split is in connection with a proposed merger between AlloVir and Kalaris Therapeutics, Inc. A detailed proxy statement concerning the reverse stock split and merger has been filed with the SEC for stockholder consideration. The communication serves to inform stockholders of these approvals and actions associated with the merger and stock split.

Form Type: 8-K

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000119312525004527

Filing Summary: On January 9, 2025, AlloVir, Inc.'s board of directors approved a one-for-twenty-three (1-for-23) reverse stock split for the company's common stock. This reverse stock split is scheduled to take effect on January 15, 2025, at 4:05 p.m. Eastern Time, with trading on a split-adjusted basis commencing on January 16, 2025. Stockholders entitled to a fractional share will receive cash payments equal to their fractional share value based on the closing stock price on January 15, 2025. This action is linked to a proposed merger with Kalaris Therapeutics, Inc., and relevant materials including a proxy statement and a registration statement have been filed with the SEC related to the merger and reverse stock split.