ADDED
As of March 10, 2026 , the Registrant had 22,928,303 shares of common stock, $0.0001 par value per share, outstanding.
Form 10-K Summary 126 Signatures 127 On March 18, 2025, AlloVir, Inc., a Delaware corporation and our predecessor company, consummated the previously announced merger (the Merger ) pursuant to the terms of the Agreement and Plan of Merger, dated as of November 7, 2024 (the Merger Agreement ), by and among AlloVir, Aurora Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of AlloVir ( Merger Sub ) and Kalaris Tx, Inc.
(formerly Kalaris Therapeutics, Inc.), a Delaware corporation ( Legacy Kalaris ).
In connection with the completion of the Merger, we changed our name from AlloVir, Inc.
to Kalaris Therapeutics, Inc., and our business became primarily the business conducted by Legacy Kalaris.
We are now a clinical stage biopharmaceutical company dedicated to the development and commercialization of treatments for prevalent retinal diseases with major unmet medical needs.
In this Annual Report, unless otherwise stated or the context otherwise requires, references to the Company, Kalaris, we, us, and our refer to Kalaris Therapeutics, Inc.
(formerly Kalaris Therapeutics, Inc.) and references to AlloVir refer to AlloVir, Inc.
The words anticipate, believe, continue, could, estimate, expect, intend, may, might, plan, potential, predict, project, should, target, would and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
These statements are based on current expectations and beliefs of our management, as well as assumptions made by, and information currently available to, our management, and are subject to risks and uncertainties.
REMOVED
Exhibits, Financial Statement Schedules 125 Item 16 Form 10-K Summary 127 i Special Note On January 15, 2025, we effected a 1-for-23 reverse stock split of our common stock either issued and outstanding or held as treasury stock.
As a result of the reverse stock split, every 23 shares of issued and outstanding common stock were automatically combined into one issued and outstanding share of common stock, without any change in the par value per share.
Stockholders who would otherwise have been entitled to receive fractional shares as a result of the reverse stock split were entitled to a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing sales price per share of our common stock (as adjusted for the reverse stock split) on The Nasdaq Capital Market on January 15, 2025, the last trading day immediately preceding the effective time of the reverse stock split.
Unless otherwise indicated, all historical share and per share amounts in this Annual Report on Form 10-K have been adjusted to reflect the reverse stock split.
1 Summary of Material Risks Associated with Our Business Our business is subject to numerous risks and uncertainties that you should be aware of before making an investment decision, including those highlighted in the section entitled Risk Factors.
These risks include, but are not limited to, the following: We may not be successful in consummating the proposed merger, or the merger, with Kalaris Therapeutics, Inc.
If we are successful in completing the merger, we may be exposed to other operational and financial risks.
If the merger is not completed, our board of directors may decide to pursue a dissolution and liquidation.
In such an event, the amount of cash available for distribution to our stockholders will depend heavily on the timing of such liquidation as well as the amount of cash that will need to be reserved for commitments and contingent liabilities.
We are a clinical-stage cell therapy company and we have incurred net losses since our inception.