Announcement • Nov 10
Kalaris Therapeutics, Inc. entered into an Agreement and Plan of Merger to acquire AlloVir, Inc. (NasdaqCM:ALVR) in a reverse merger transaction.
Kalaris Therapeutics, Inc. entered into an Agreement and Plan of Merger to acquire AlloVir, Inc. (NasdaqCM:ALVR) in a reverse merger transaction on November 7, 2024. Under the terms of the agreement, AlloVir will acquire 100% of the outstanding equity interest of Kalaris. Upon completion of the Merger, pre-Merger AlloVir stockholders are expected to own approximately 25.05% of the combined company and pre-Merger Kalaris stockholders are expected to own approximately 74.95% of the combined company, subject to certain adjustments described in the merger agreement. Upon closing, the combined company is expected to have approximately $100 million in cash, which is expected to be sufficient to fund the combined company’s operating expenses and capital expenditure requirements into the fourth quarter of 2026. After closing, the combined company is expected to operate under the name Kalaris Therapeutics, Inc. and trade on Nasdaq under the ticker symbol “KLRS.” The Merger Agreement contains certain termination rights of each of AlloVir and Kalaris. Upon termination of the Merger Agreement under specified circumstances, AlloVir may be required to pay Kalaris a termination fee of $3,480,000, and in certain other circumstances, Kalaris may be required to pay AlloVir a termination fee of $10,410,000.
Following the closing of the Merger, the combined company is expected to be led by current Kalaris Chief Executive Officer Andrew Oxtoby, current Kalaris Chief Operating Officer Jeffrey Nau, PhD, MMS, and Matthew Feinsod, MD as the combined company’s Medical Lead. The combined company’s board of directors will be led by current AlloVir Chairman David Hallal, who will remain Chairman of the combined company’s board of directors. Samir Patel, MD, one of the Kalaris co-founders and the current Executive Chairman of Kalaris, is expected to become a member of the combined company’s board of directors, which is also planned to include Mr. Oxtoby, current Kalaris board member Anthony Adamis, MD, PhD, and Kalaris co-founders and current board members Napoleone Ferrara, MD, PhD, Srini Akkaraju, MD, PhD, and Mike Dybbs, PhD. Two additional members are expected to be named to the combined company’s board of directors, one to be selected by AlloVir and the other to be mutually agreed upon by the two companies. The transaction has been unanimously approved by the Boards of Directors of Kalaris and the board of AlloVir also approved the agreement is expected to close in the first quarter of 2025, subject to approvals by the stockholders of each company, the expiration or termination of the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the effectuation by Kalaris of the Kalaris Preferred Stock Conversion, the effectiveness of a registration statement to be filed with the SEC to register the shares of AlloVir common stock to be issued in connection with the merger, AlloVir having a minimum of $95.0 million of net cash as of the closing, and other customary closing conditions.
Leerink Partners is serving as exclusive financial advisor as well as fairness opinion provider to AlloVir, and Danielle M. Lauzon and Tevia K. Pollard of Goodwin Procter LLP is serving as legal counsel to AlloVir. Jason Kropp and Mark Nylen of Wilmer Cutler Pickering Hale and Dorr LLP is serving as legal counsel to Kalaris.
