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| CIK | 1754068 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to AlloVir, Inc.
SEC Filings (Chronological Order)
本頁面提供了一個完整的、按時間順序排列的美國證券交易委員會（SEC）申報文件列表，不包括我們在其他地方提供的所有權申報。
| June 4, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2026 KALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission |
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| May 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39409 KALARIS THERAPEUTICS, INC. |
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| May 12, 2026 |
EX-99.1 Exhibit 99.1 Kalaris Reports First Quarter 2026 Financial Results and Provides Business Updates Patient screening now underway in the Phase 1b/2 study with the latest drug product batch on track to be available to support upcoming dosing; preliminary data anticipated in 1H 2027 Planned Phase 3 clinical trials remain on track for 2027 year-end initiation $104.9 million in cash, cash equival |
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| May 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2026 KALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission |
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| April 24, 2026 |
2025ANNUALREPORT 400ConnellDrive,Suite5500 BerkeleyHeights,NewJersey07922 (650)249-2727 Dear Kalaris Therapeutics, Inc. |
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| April 24, 2026 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
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| April 24, 2026 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| April 13, 2026 |
424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-294881 PROSPECTUS 5,000,000 Shares Common Stock This prospectus relates to the resale from time to time of up to 5,000,000 shares of common stock, par value $0.0001 per share, of Kalaris Therapeutics, Inc. by the selling stockholders listed on page 9, including their donees, pledgees, transferees or other successors-in-i |
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| April 13, 2026 |
Up to $100,000,000 Kalaris Therapeutics, Inc. Common Stock 424B3 Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-294883 PROSPECTUS Up to $100,000,000 Kalaris Therapeutics, Inc. Common Stock We have entered into a sales agreement with TD Securities (USA) LLC, or TD Cowen, relating to the sale of shares of our common stock, par value $0.0001 per share, offered by this prospectus. In accordance with the terms of the sales agreement, u |
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| April 10, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2026 KALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commissio |
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| April 9, 2026 |
CORRESP April 9, 2026 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance, Office of Life Sciences 100 F Street, NE Washington, DC 20549 Attention: Chris Edwards Re: Kalaris Therapeutics, Inc. Registration Statement on Form S-3 Filed April 3, 2026 File No. 333-294881 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the Securities A |
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| April 9, 2026 |
CORRESP April 9, 2026 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance, Office of Life Sciences 100 F Street, NE Washington, DC 20549 Attention: Chris Edwards Re: Kalaris Therapeutics, Inc. Registration Statement on Form S-3 Filed April 3, 2026 File No. 333-294883 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the Securities A |
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| April 8, 2026 |
April 8, 2026 Andrew Oxtoby President and Chief Executive Officer Kalaris Therapeutics, Inc. |
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| April 8, 2026 |
April 8, 2026 Andrew Oxtoby President and Chief Executive Officer Kalaris Therapeutics, Inc. |
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| April 3, 2026 |
KALARIS THERAPEUTICS, INC. COMMON STOCK SALES AGREEMENT EX-1.2 Exhibit 1.2 KALARIS THERAPEUTICS, INC. COMMON STOCK SALES AGREEMENT April 3, 2026 TD Securities (USA) LLC 1 Vanderbilt Avenue New York, New York 10017 Ladies and Gentlemen: Kalaris Therapeutics, Inc. (the “Company”), confirms its agreement (this “Agreement”) with TD Securities (USA) LLC (“TD Cowen”), as follows: 1. Issuance and Sale of Shares. The Company agrees that, from time to time duri |
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| April 3, 2026 |
As filed with the Securities and Exchange Commission on April 3, 2026 S-3 Table of Contents As filed with the Securities and Exchange Commission on April 3, 2026 Registration No. |
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| April 3, 2026 |
Calculation of Filing Fee Tables S-3 Kalaris Therapeutics, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward |
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| April 3, 2026 |
Calculation of Filing Fee Tables S-3 Kalaris Therapeutics, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward |
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| April 3, 2026 |
Form of Senior Note (FACE OF SECURITY) EX-4.5 Exhibit 4.5 Form of Senior Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE |
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| April 3, 2026 |
KALARIS THERAPEUTICS, INC. Dated as of SENIOR DEBT SECURITIES EX-4.3 Exhibit 4.3 KALARIS THERAPEUTICS, INC. and Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4 |
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| April 3, 2026 |
Form of Subordinated Note (FACE OF SECURITY) EX-4.6 Exhibit 4.6 Form of Subordinated Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER N |
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| April 3, 2026 |
KALARIS THERAPEUTICS, INC. Dated as of SUBORDINATED DEBT SECURITIES EX-4.4 Exhibit 4.4 KALARIS THERAPEUTICS, INC. and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 31 |
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| April 3, 2026 |
As filed with the Securities and Exchange Commission on April 3, 2026 S-3 Table of Contents As filed with the Securities and Exchange Commission on April 3, 2026 Registration No. |
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| March 17, 2026 |
Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Incorporation AlloVir International Designated Activity Company Ireland AlloVir Italia S.R.L. Italy Kalaris Tx, Inc. Delaware |
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| March 17, 2026 |
DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the common stock, par value $0.0001 per share, of Kalaris Therapeutics, Inc. (“us,” “our,” “we” or the “Company”), which is the only security of the Company registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), summariz |
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| March 17, 2026 |
Table 1: Newly Registered Securities Calculation of Filing Fee Tables S-8 Kalaris Therapeutics, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, $0.0001 par value per share Other 1,145,120 $ 9.12 $ 10,443,494.40 0.0001381 $ 1,442.25 2 Eq |
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| March 17, 2026 |
KALARIS THERAPEUTICS, INC. INSIDER TRADING POLICY Exhibit 19.1 KALARIS THERAPEUTICS, INC. INSIDER TRADING POLICY This memorandum sets forth the policy of Kalaris Therapeutics, Inc. (the “Company”) regarding trading in the Company’s securities as described below and the disclosure of information concerning the Company. This Insider Trading Policy (the “Insider Trading Policy”) is designed to prevent insider trading or the appearance of impropriety |
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| March 17, 2026 |
As filed with the Securities and Exchange Commission on March 17, 2026 S-8 As filed with the Securities and Exchange Commission on March 17, 2026 Registration No. |
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| March 17, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-39409 KALARIS THERAPEUTICS, INC. |
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| March 17, 2026 |
Kalaris Therapeutics, Inc. COMPENSATION RECOVERY POLICY Adopted as of October 26, 2023 Exhibit 97.1 Kalaris Therapeutics, Inc. COMPENSATION RECOVERY POLICY Adopted as of October 26, 2023 Kalaris Therapeutics, Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1. Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Pe |
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| March 17, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2026 KALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commissi |
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| March 17, 2026 |
EX-99.1 Exhibit 99.1 Kalaris Reports Full Year 2025 Financial Results and Provides Business Updates Positive initial data reported from Phase 1a Single Ascending Dose study in nAMD in December 2025; preliminary data from ongoing Phase 1b/2 study expected in 1H 2027 Intend to initiate Phase 3 clinical trials by year-end 2027 Completed oversubscribed $50.0 million private placement in December 2025 |
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| March 9, 2026 |
EX-99.1 March 2026 Kalaris Company Overview Exhibit 99.1 Forward-Looking Statements & Disclaimer This presentation contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risk and uncertainties. All statements, other than statements of historica |
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| March 9, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2026 KALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commissio |
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| December 18, 2025 |
FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK EX-4.1 Exhibit 4.1 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HA |
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| December 18, 2025 |
Kalaris Therapeutics Announces Oversubscribed $50.0 Million Private Placement EX-99.1 Exhibit 99.1 Kalaris Therapeutics Announces Oversubscribed $50.0 Million Private Placement BERKELEY HEIGHTS, N.J., December 17, 2025 (GLOBE NEWSWIRE) – Kalaris Therapeutics, Inc. (NASDAQ: KLRS) (“Kalaris”), a clinical-stage biopharmaceutical company dedicated to the development and commercialization of treatments for prevalent retinal diseases, today announced that it has entered into a se |
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| December 18, 2025 |
EX-10.2 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December , 2025, is entered into by and among Kalaris Therapeutics, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually, as an “Investor” and, collectively together with their respective permitted assigns, the “Investors”). Capital |
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| December 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2025 KALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commi |
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| December 18, 2025 |
EX-10.1 Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of December 17, 2025, by and among Kalaris Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”). WHEREAS, the Company and the Investor |
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| December 17, 2025 |
EX-99.2 Exhibit 99.2 TH103 Phase 1a Initial Data Release December 2025 Forward-Looking Statements & Disclaimer This presentation contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risk and uncertainties. All statements, other than statement |
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| December 17, 2025 |
EX-99.1 Exhibit 99.1 Kalaris Therapeutics Reports Initial Positive Phase 1a Data for TH103 in Treatment-Naïve Neovascular AMD TH103 showed mean 10-letter gain in visual acuity and rapid, robust anatomic improvement at Month 1, following a single injection TH103 was generally well tolerated, supporting further dose escalation beyond 2.5 mg TH103 showed a 27 to 51-fold lower plasma Cmax by pharmacok |
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| December 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2025 KALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commi |
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| November 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39409 KALARIS THERAPEUTICS, INC. |
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| November 12, 2025 |
EX-99.1 Exhibit 99.1 Kalaris Reports Third Quarter 2025 Financial Results and Provides Business Updates Phase 1a Single Ascending Dose trial remains on track for initial clinical data to be reported by year end 2025 Phase 1b/2 Multiple Ascending Dose trial currently enrolling, intended to inform dose selection for potential Phase 3 development program; initial clinical data expected in 2H 2026 Rec |
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| November 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2025 KALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commi |
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| November 3, 2025 |
EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of November 1, 2025 by and between Kalaris Therapeutics, Inc. (the “Company”), and Matthew Gall (the “Executive”) (together, the “Parties”). RECITALS WHEREAS, the Company and the Executive desire to enter into an agreement whereby the Executive will be employed as Chief Financial Officer of the Company |
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| November 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2025 KALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commis |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39409 KALARIS THERAPEUTICS, INC. |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 KALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commiss |
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| August 13, 2025 |
EX-99.1 Exhibit 99.1 Kalaris Reports Second Quarter 2025 Financial Results and Provides Business Updates Continuing to enroll nAMD patients in a Phase 1 trial of TH103, a novel, differentiated anti-VEGF agent engineered to potentially provide longer-lasting and increased anti-VEGF activity to treat neovascular and exudative diseases of the retina; initial clinical data is expected in Q4 2025 Cash |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 KALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commiss |
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| July 1, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| July 1, 2025 |
2024ANNUALREPORT 628MiddlefieldRd. PaloAlto,Califor ff nia94301 (650)249-2727 DearKalarisTherape a utics,Inc.Stockholders: Thispastyearhasbeentransfor ff mationalfor ff ourcompany,andIwanttothankeachemployee, stockholder,andexterna rr lvendorpartnerfor ff theircontributionstoandsupportofourmissionto developandcommercializetreatmentsfor ff prevalentdiseasesoftheretina. Ourleadproduct candidate,TH10 |
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| July 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| June 20, 2025 |
Other Events, Shareholder Director Nominations UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2025 KALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commissio |
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| June 4, 2025 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Kalaris Therapeutics, Inc. |
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| June 4, 2025 |
As filed with the Securities and Exchange Commission on June 4, 2025 S-8 As filed with the Securities and Exchange Commission on June 4, 2025 Registration No. |
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| June 4, 2025 |
2020 Employee Stock Purchase Plan. EX-99.3 Exhibit 99.3 KALARIS THERAPEUTICS, INC. 2020 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Kalaris Therapeutics, Inc. 2020 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Kalaris Therapeutics, Inc. (the “Company”) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of the Company’s common stock, par value $0.0001 per |
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| May 14, 2025 |
Exhibit 99.1 Kalaris Reports First Quarter 2025 Financial Results and Provides Business Highlights Actively enrolling nAMD patients in a Phase 1 trial of TH103, a novel, differentiated anti-VEGF agent engineered to potentially provide longer-lasting and increased anti-VEGF activity to treat neovascular and exudative diseases of the retina; initial clinical data is expected in Q4 2025 Cash and cash |
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| May 14, 2025 |
Exhibit 10.5 KALARIS THERAPEUTICS, INC. 2019 Equity Incentive Plan As Adopted on September 30, 2019 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries by offering eligible persons an opportunity to participate in the Company’ |
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| May 14, 2025 |
Exhibit 10.4 Kalaris Therapeutics, Inc. December 17, 2024 Brett Hagen [***] [***] Dear Brett: On behalf of Kalaris Therapeutics, Inc. (“Kalaris”), I am pleased to offer you employment with Kalaris, or in the event that your employment commences following the closing of the recently announced transaction between Kalaris and Allovir, Inc. (the “Acquiror” and such closing shall hereinafter be the “Cl |
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| May 14, 2025 |
Employment Agreement, dated May 12, 2025, by and between Matthew Feinsod and the Registrant. Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made as of May 12, 2025 by and between Kalaris Therapeutics, Inc. (the “Company”), and Matthew Feinsod, MD (the “Executive”) (together, the “Parties”). RECITALS WHEREAS, the Executive has been employed by Kalaris Tx, Inc. (formerly known as Kalaris Therapeutics, Inc.) (the “Kalaris Sub”), a wholly owned subsidiary of |
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| May 14, 2025 |
Non-Employee Director Compensation Policy. EXHIBIT 10.7 KALARIS THERAPEUTICS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Effective as of April 10, 2025, the non-employee directors of Kalaris Therapeutics, Inc. (the “Company”) shall receive the following compensation for their service as members of the Board of Directors (the “Board”) of the Company. Director Compensation The Company’s goal is to provide compensation for its non-employe |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2025 KALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39409 KALARIS THERAPEUTICS, INC. |
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| May 14, 2025 |
EXHIBIT 10.6 KALARIS THERAPEUTICS, INC. 2020 STOCK OPTION AND GRANT PLAN, AS AMENDED SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Kalaris Therapeutics, Inc. 2020 Stock Option and Grant Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Kalaris Therapeutics, Inc. (the “Company”) |
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| April 16, 2025 |
EX-10.2 Exhibit 10.2 April 15, 2025 Brett Hagen [***] [***] Dear Brett, As we have discussed, this letter (the “Offer Letter Amendment”) shall amend and supplement the terms of your December 17, 2024 offer letter (the “Offer Letter”), which sets forth the terms and conditions of your employment with Kalaris Therapeutics, Inc. (f/k/a Allovir, Inc., the “Company”). Except as explicitly set forth her |
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| April 16, 2025 |
EX-10.1 Exhibit 10.1 Execution Version EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made as of April 10, 2025 by and between Kalaris Therapeutics, Inc. (the “Company”), and Andrew Oxtoby (the “Executive”) (together, the “Parties”). RECITALS WHEREAS, the Executive has been employed by Kalaris Tx, Inc. (formerly known as Kalaris Therapeutics, Inc.) (the “Kalaris Sub”), a whol |
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| April 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2025 KALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commissi |
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| April 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2025 KALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commissio |
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| March 18, 2025 |
List of Subsidiaries of Kalaris Therapeutics, Inc. Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Incorporation AlloVir International Designated Activity Company Ireland AlloVir Securities Corporation Massachusetts AlloVir Italia S.R.L. Italy Kalaris Tx, Inc. Delaware |
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| March 18, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALLOVIR, INC. AlloVir, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: FIRST: Article I of the Third Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) is hereby amended |
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| March 18, 2025 |
Exhibit 10.4 NAPOCO, INC. 2019 EQUITY INCENTIVE PLAN As Adopted on September 30, 2019 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries by offering eligible persons an opportunity to participate in the Company’s future perfo |
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| March 18, 2025 |
Exhibit 99.5 Kalaris Therapeutics, Inc. INDEX TO FINANCIAL STATEMENTS Audited Financial Statements for the Years Ended December 31, 2024 and 2023: Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) F-1 Balance Sheets as of December 31, 2024 and 2023 F-2 Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023 F-3 Statements of Redeemable |
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| March 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2025 KALARIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commissi |
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| March 18, 2025 |
Exhibit 3.2 RESTATED CERTIFICATE OF INCORPORATION OF KALARIS THERAPEUTICS, INC. (Originally incorporated under the Delaware General Corporation Law (the DGCL”) on September 17, 2018 under the name ViraCyte, Inc.) ARTICLE I The name of the Corporation is Kalaris Therapeutics, Inc. ARTICLE II The address of the Corporation’s registered office in the State of Delaware is c/o The Corporation Trust Com |
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| March 18, 2025 |
Exhibit 99.2 RISK FACTORS On March 18, 2025, AlloVir, Inc. (“AlloVir”), 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 Al |
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| March 18, 2025 |
KALARIS’ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.4 KALARIS’ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of Kalaris’ financial condition and results of operations together with Kalaris’ financial statements and related notes included elsewhere in this Current Report on Form 8-K. This discussion and other parts of this Current Report on Form |
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| March 18, 2025 |
Exhibit 10.3 December 31, 2024 Matthew Feinsod, MD [***] [***] [***] [***] Re: Offer of Employment by Kalaris Therapeutics, Inc. Dear Matt: I am very pleased to confirm our offer to you of employment with Kalaris Therapeutics, Inc. (the “Company”). The terms of our offer and the benefits currently provided by the Company are as follows: 1. Position, Start Date, Board Service and Duties. You are be |
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| March 18, 2025 |
Form of Indemnification Agreement for Officers of Kalaris Therapeutics, Inc. Exhibit 10.7 KALARIS THERAPEUTICS, INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Kalaris Therapeutics, Inc., a Delaware corporation (the “Company”), and [Officer Name] (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to ser |
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| March 18, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA Exhibit 99.6 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA AlloVir, Inc., a Delaware corporation (“AlloVir”), and Kalaris Therapeutics, Inc., a Delaware corporation (“Legacy Kalaris”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) on November 7, 2024. The merger was completed at the effective time (the “Effective Time”) on March 18, 2025 (the “Closing). Pursuant to |
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| March 18, 2025 |
Exhibit 99.3 BUSINESS 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 S |
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| March 18, 2025 |
EX-99.1 Exhibit 99.1 Kalaris Announces Closing of Merger with AlloVir Kalaris is focused on developing TH103, a novel, differentiated anti-VEGF agent engineered to potentially provide longer-lasting and increased anti-VEGF activity to treat neovascular and exudative diseases of the retina Currently enrolling nAMD patients in a Phase 1 trial, with initial data from Part 1 of the trial expected in t |
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| March 18, 2025 |
Exhibit 10.5 KALARIS THERAPEUTICS, INC. 2020 STOCK OPTION AND GRANT PLAN, AS AMENDED SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Kalaris Therapeutics, Inc. 2020 Stock Option and Grant Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Kalaris Therapeutics, Inc. (the “Company”) |
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| March 18, 2025 |
Exhibit 10.8 LEASE between THE CONNELL COMPANY Landlord and KALARIS THERAPEUTICS, INC. Tenant 400 Connell Drive TABLE OF CONTENTS PAGE ARTICLE I BASIC LEASE INFORMATION 1 Section 1.01 Building and Land; Real Estate 1 Section 1.02 Demised Premises 1 Section 1.03 Base Rent 1 Section 1.04 Letter of Credit: 2 Section 1.05 Term 3 Section 1.06 Tenant’s Pro Rata Share 3 Section 1.07 Intentionally Deleted |
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| March 18, 2025 |
Form of Indemnification Agreement for Directors of Kalaris Therapeutics, Inc. Exhibit 10.6 KALARIS THERAPEUTICS, INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Kalaris Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director Name] (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to s |
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| March 18, 2025 |
Exhibit 3.3 AMENDED AND RESTATED BY-LAWS OF KALARIS THERAPEUTICS, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and place |
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| March 12, 2025 |
Exhibit 99.2 Kalaris and AlloVir Announce Stockholder Approval of Merger Combined company expected to trade on Nasdaq under “KLRS” after closing PALO ALTO, Calif. and LEXINGTON, Mass., March 12, 2025 (GLOBE NEWSWIRE) — Kalaris Therapeutics, Inc. (“Kalaris”), a clinical-stage biopharmaceutical company dedicated to the development and commercialization of treatments for prevalent diseases of the ret |
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| March 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2025 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| March 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39409 ALLOVIR, INC. ( |
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| March 7, 2025 |
AlloVir, Inc. Insider Trading Policy. Exhibit 19.1 ALLOVIR, INC. INSIDER TRADING POLICY This memorandum sets forth the policy of AlloVir, Inc. (the “Company”) regarding trading in the Company’s securities as described below and the disclosure of information concerning the Company. This Insider Trading Policy (the “Insider Trading Policy”) is designed to prevent insider trading or the appearance of impropriety, to satisfy the Company’s |
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| February 28, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-283678 Proxy Statement/Prospectus Supplement No. 1 (To the Proxy Statement/Prospectus dated February 10, 2025) ALLOVIR, INC. PO Box 44, 1661 Massachusetts Avenue Lexington, MA 02420 SUPPLEMENT TO THE PROXY STATEMENT/PROSPECTUS FOR THE SPECIAL MEETING OF STOCKHOLDERS OF ALLOVIR, INC. TO BE HELD ON MARCH 12, 2025 This Proxy Statement/Prospectus S |
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| February 14, 2025 |
AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G EXHIBIT 99.1 AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G The undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G or Forms 3, 4 or 5(and any amendments or supplements thereto) required under section 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended, in connection wi |
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| February 10, 2025 |
PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-283678 PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT To the Stockholders of AlloVir, Inc. and Kalaris Therapeutics, Inc., AlloVir, Inc., a Delaware corporation (“AlloVir”), and Kalaris Therapeutics, Inc., a Delaware corporation (“Kalaris”), entered into an Agreement and Plan of Merger (the “merger agreement”) on November 7 |
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| February 10, 2025 |
February 10, 2025 Diana Brainard, M.D. Chief Executive Officer AlloVir, Inc. PO Box 44, 1661 Massachusetts Avenue Lexington, MA 02420 Re: AlloVir, Inc. Registration Statement on Form S-4 Exhibit Nos. 10.2, 10.3, 10.27 and 10.28 Filed February 3, 2025 File No. 333-283678 Dear Dr. Diana Brainard: We have concluded our assessment of your redacted exhibits for compliance with applicable form requireme |
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| February 6, 2025 |
AlloVir, Inc. PO Box 44, 1661 Massachusetts Avenue Lexington, MA 02420 CORRESP AlloVir, Inc. PO Box 44, 1661 Massachusetts Avenue Lexington, MA 02420 February 6, 2025 VIA EDGAR Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street NE Washington, DC 20549 Attention: Mr. Daniel Crawford Mr. Tim Buchmiller Ms. Ibolya Ignat Mr. Daniel Gordon Re: AlloVir, Inc. Acceleration Request for Registration Statement on Form S- |
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| February 3, 2025 |
CORRESP Goodwin Procter 100 Northern Avenue Boston, Massachusetts 02210 goodwinlaw. |
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| February 3, 2025 |
Exhibit 99.1 ALLOVIR, INC. C/O PROXY SERVICES P.O. BOX 9142 FARMINGDALE, NY 11735 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy ca |
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| February 3, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) ALLOVIR, INC. (Exact Name of Registrant as Specified in its Charter) Table 1 - Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Fo |
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| February 3, 2025 |
Table of Contents As filed with the Securities and Exchange Commission on February 3 , 2025 Registration No. |
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| January 28, 2025 |
January 28, 2025 Diana Brainard, M.D. Chief Executive Officer AlloVir, Inc. PO Box 44, 1661 Massachusetts Avenue Lexington, MA 02420 Re: AlloVir, Inc. Amendment No. 1 to Registration Statement on Form S-4 Filed January 17, 2025 File No. 333-283678 Dear Diana Brainard M.D.: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amend |
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| January 17, 2025 |
Exhibit 4.5 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUC |
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| January 17, 2025 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KALARIS THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Kalaris Therapeutics, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1. T |
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| January 17, 2025 |
Exhibit 10.30 February 23, 2024 Andrew Oxtoby [***] Re: Offer of Employment by Theia Therapeutics, Inc. Dear Andrew: I am very pleased to confirm our offer to you of employment with Theia Therapeutics, Inc. (the “Company”). The terms of our offer and the benefits currently provided by the Company are as follows: 1. Position, Start Date, Board Service and Duties. You are being offered the position |
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| January 17, 2025 |
Exhibit 99.1 PRELIMINARY PROXY CARD—SUBJECT TO COMPLETION, DATED JANUARY 17, 2025 SCAN TO VIEW MATERIALS & VOTE w ALLOVIR, INC. VOTE BY INTERNET C/O PROXY SERVICES Before The Meeting—Go to www.proxyvote.com or scan the QR Barcode above P.O. BOX 9142 FARMINGDALE, NY 11735 Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Tim |
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| January 17, 2025 |
Exhibit 4.4 Execution Version KALARIS THERAPEUTICS, INC. NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this “Agreement”) is made as of October 28, 2024 by and among Kalaris Therapeutics, Inc., a Delaware corporation (the “Company”), Samsara BioCapital, L.P. (“Samsara”) and the individuals and entities who become parties to this Agreement by executing and delivering a counterpart signature |
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| January 17, 2025 |
Exhibit 3.8 CERTIFICATE OF AMENDMENT OF THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALLOVIR, INC. AlloVir, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: FIRST: Article I of the Third Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) is hereby amended |
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| January 17, 2025 |
Exhibit 10.31 April 18, 2024 (as revised at your request on April 26, 2024) Jeffrey Nau, PhD, MMS [***] Re: Offer of Employment by Theia Therapeutics, Inc. Dear Jeff: I am very pleased to confirm our offer to you of employment with Theia Therapeutics, Inc. (the “Company”). The terms of our offer and the benefits currently provided by the Company are as follows: 1. Position, Start Date, Board Servi |
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| January 17, 2025 |
CORRESP Goodwin Procter 100 Northern Avenue Boston, Massachusetts 02210 goodwinlaw. |
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| January 17, 2025 |
Exhibit 4.3 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUC |
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| January 17, 2025 |
Exhibit 3.2 RESTATED CERTIFICATE OF INCORPORATION OF KALARIS THERAPEUTICS, INC. (Originally incorporated under the Delaware General Corporation Law (the DGCL”) on September 17, 2018 under the name ViraCyte, Inc.) ARTICLE I The name of the Corporation is Kalaris Therapeutics, Inc. ARTICLE II The address of the Corporation’s registered office in the State of Delaware is c/o The Corporation Trust Com |
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| January 17, 2025 |
Exhibit 3.4 AMENDED AND RESTATED BY-LAWS OF KALARIS THERAPEUTICS, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and place |
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| January 17, 2025 |
Table of Contents As filed with the Securities and Exchange Commission on January 17, 2025 Registration No. |
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| January 17, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) ALLOVIR, INC. (Exact Name of Registrant as Specified in its Charter) Table 1 - Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Fo |
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| January 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2025 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Num |
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| January 15, 2025 |
EX-3.1 2 d900097dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALLOVIR, INC. (Pursuant to Section 242 of the Delaware General Corporation Law) AlloVir, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify th |
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| January 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2025 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Num |
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| January 10, 2025 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2025 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File |
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| January 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2025 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Numb |
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| January 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2025 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Numb |
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| January 10, 2025 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2025 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File |
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| January 7, 2025 |
January 7, 2025 Edward Miller General Counsel AlloVir, Inc. PO Box 44, 1661 Massachusetts Avenue Lexington, MA 02420 Re: AlloVir, Inc. Registration Statement on Form S-4 Exhibit Nos. 10.2, 10.3, 10.27 and 10.28 Filed December 9, 2024 File No. 333-283678 Dear Edward Miller: You have redacted information from the exhibits identified above asserting that the redacted information is not material and i |
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| January 6, 2025 |
January 6, 2025 Diana Brainard, M.D. Chief Executive Officer AlloVir, Inc. PO Box 44, 1661 Massachusetts Avenue Lexington, MA 02420 Re: AlloVir, Inc. Registration Statement on Form S-4 Filed December 9, 2024 File No. 333-283678 Dear Diana Brainard M.D.: We have reviewed your registration statement and have the following comments. Please respond to this letter by amending your registration statemen |
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| December 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2024 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Nu |
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| December 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2024 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Nu |
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| December 20, 2024 |
Exhibit 10.1 SEPARATION AGREEMENT AND RELEASE THIS SEPARATION AGREEMENT AND RELEASE (the “Separation Agreement and Release”) is entered into between Diana Brainard (the “Employee”) as a condition to receiving the severance benefits (the “Severance Amount”) to be provided to the Employee by Allovir, Inc. (the “Company”) pursuant to the Executive Employment Agreement between the Company and Employee |
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| December 9, 2024 |
Exhibit 10.5 KALARIS THERAPEUTICS, INC. 628 MIDDLEFIELD ROAD PALO ALTO, CA 94301 Via Electronic Mail April 10, 2024 (as revised on April 23, April 26, and April 29 at your request) Kourous Rezaei [***] Dear Kourous: As we discussed, your employment with Kalaris Therapeutics, Inc. (formerly Theia Therapeutics, Inc.) (the “Company”) will end effective July 1, 2024 (the “Separation Date”). As we also |
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| December 9, 2024 |
Exhibit 99.7 Consent to be Named as a Director In connection with the filing by AlloVir, Inc. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments a |
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| December 9, 2024 |
Exhibit 10.1 NAPOCO, INC. 2019 EQUITY INCENTIVE PLAN As Adopted on September 30, 2019 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries by offering eligible persons an opportunity to participate in the Company’s future perfo |
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| December 9, 2024 |
425 Filed by AlloVir, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AlloVir, Inc. Commission File No.: 001-39409 Date: December 6, 2024 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of November 7, 2024, among |
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| December 9, 2024 |
Exhibit 10.3 Execution Version Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. ROYALTY AGREEMENT This Royalty Agreement (this “Agreement”), is dated as of July 18, 2024 (the “Effective Date”), by and between Kalaris Ther |
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| December 9, 2024 |
Exhibit 99.5 Consent to be Named as a Director In connection with the filing by AlloVir, Inc. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments a |
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| December 9, 2024 |
Exhibit 10.6 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is made and entered into effective as of July 1, 2021 (the “Effective Date”) by and between Theia Therapeutics, Inc., a Delaware corporation with its principal place of business at 628 Middlefield Road, Palo Alto, CA 94301 (the “Company”), and Napoleone Ferrara, M.D., an individual with an address at [***] (“Consultant” |
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| December 9, 2024 |
Exhibit 99.4 Consent to be Named as a Director In connection with the filing by AlloVir, Inc. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments a |
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| December 9, 2024 |
Exhibit 99.2 Consent to be Named as a Director In connection with the filing by AlloVir, Inc. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments a |
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| December 9, 2024 |
Bylaws of Kalaris Therapeutics, Inc., as currently in effect. Exhibit 3.3 NAPOCO, INC. a Delaware Corporation BYLAWS As Adopted September 30, 2019 NAPOCO, INC. a Delaware Corporation BYLAWS As Adopted September 30, 2019 ARTICLE I: STOCKHOLDERS Section 1.1: Annual Meetings. Unless members of the Board of Directors of the Corporation (the “Board”) are elected by written consent in lieu of an annual meeting, as permitted by Section 211 of the Delaware General C |
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| December 9, 2024 |
Exhibit 99.6 Consent to be Named as a Director In connection with the filing by AlloVir, Inc. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments a |
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| December 9, 2024 |
Exhibit 99.3 Consent to be Named as a Director In connection with the filing by AlloVir, Inc. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments a |
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| December 9, 2024 |
Exhibit 10.2 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. LICENSE AGREEMENT BETWEEN THEIA THERAPEUTICS, INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FOR CASE NO. [**] [**] LICENSE AGREEMENT This License |
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| December 9, 2024 |
EX-3.1 2 d888593dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KALARIS THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Kalaris Therapeutics, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation |
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| December 9, 2024 |
Table of Contents As filed with the Securities and Exchange Commission on December 6, 2024 Registration No. |
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| December 9, 2024 |
Exhibit 10.4 BUSINESS SERVICES AGREEMENT This Business Services Agreement (this “Agreement”) is effective July 1st, 2023 (the “Effective Date”), between Theia Therapeutics, Inc., a Delaware corporation (“Company”) and Samsara BioCapital, LLC, a Delaware limited liability company (“Samsara”). 1. SERVICES. 1.1 Engagement. The Company hereby engages Samsara, and Samsara hereby agrees, as an independe |
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| December 9, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) ALLOVIR, INC. (Exact Name of Registrant as Specified in its Charter) Table 1 - Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Fo |
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| December 6, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- |
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| November 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39409 ALLOV |
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| November 8, 2024 |
Filed by AlloVir, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AlloVir, Inc. Commission File No.: 001-39409 Date: November 8, 2024 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of November 7, 2024, among All |
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| November 8, 2024 |
Filed by AlloVir, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AlloVir, Inc. Commission File No.: 001-39409 Date: November 8, 2024 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of November 7, 2024, among All |
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| November 8, 2024 |
425 Filed by AlloVir, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AlloVir, Inc. Commission File No.: 001-39409 Date: November 8, 2024 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of November 7, 2024, among |
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| November 8, 2024 |
Exhibit 10.3 FORM OF LOCK-UP AGREEMENT [•], 2024 AlloVir, Inc. PO Box 44, 1661 Massachusetts Avenue Lexington, MA 02420 Ladies and Gentlemen: The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement’’) understands that AlloVir, Inc., a Delaware corporation (“Parent”), is entering into an Agreement and Plan of Merger, dated as of [•], 2024 (as the same may be amended from time t |
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| November 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Num |
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| November 8, 2024 |
Form of Kalaris Support Agreement Exhibit 10.2 FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into as of [•], 2024, by and among Kalaris Therapeutics, Inc., a Delaware corporation (the “Company”), AlloVir, Inc., a Delaware corporation (“Parent”), and the undersigned holder (the “Stockholder”) of Shares (as defined below) of the Company. Capitalized terms used herein but |
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| November 8, 2024 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among ALLOVIR, INC., AURORA MERGER SUB, INC. and KALARIS THERAPEUTICS, INC. Dated as of November 7, 2024 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 3 Section 1.1 Certain Definitions 3 Section 1.2 Interpretation 10 Section 1.3 Currency 10 ARTICLE II THE MERGER 10 Section 2.1 Formation of Merger Sub 10 Section 2.2 The Merger 10 Sect |
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| November 8, 2024 |
Filed by AlloVir, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AlloVir, Inc. Commission File No.: 001-39409 Date: November 8, 2024 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of November 7, 2024, among All |
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| November 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Num |
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| November 8, 2024 |
Form of AlloVir Support Agreement Exhibit 10.1 FORM OF PARENT STOCKHOLDER SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into as of [•], 2024, by and among Kalaris Therapeutics, Inc., a Delaware corporation (the “Company”), AlloVir, Inc., a Delaware corporation (“Parent”), and the undersigned holder (the “Stockholder”) of Shares (as defined below) of Parent. Capitalized terms used herein but not ot |
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| November 8, 2024 |
425 Filed by AlloVir, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: AlloVir, Inc. Commission File No.: 001-39409 Date: November 8, 2024 This filing relates to the proposed transaction pursuant to the terms of that certain Agreement and Plan of Merger, dated as of November 7, 2024, among |
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| November 8, 2024 |
Exhibit 99.1 AlloVir and Kalaris Therapeutics Announce Agreement for Transformational Merger to Create Company Focused on Diseases of the Retina Kalaris is a clinical-stage biopharmaceutical company founded by Samsara BioCapital and focused on development of TH103, a novel, differentiated and potentially transformative therapy for patients with neovascular and exudative retinal diseases Invented b |
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| November 8, 2024 |
Company Overview November 2024 Exhibit 99.2 Disclaimer This communication has been prepared solely for the purpose of considering a proposed merger involving AlloVir, Inc. (“AlloVir”) and Kalaris Therapeutics, Inc. (“Kalaris”). This communication does not propose to contain all information that may be required to evaluate a proposed merger. This communication is not intended to form the basis of a |
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| October 11, 2024 |
ALVR / AlloVir, Inc. / Octagon Capital Advisors LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AlloVir, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 019818103 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to w |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39409 ALLOVIR, I |
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| August 2, 2024 |
ALVR / AlloVir, Inc. / Invus Global Management, LLC - SC 13G/A Passive Investment SC 13G/A 1 d813723dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. 2) AlloVir, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 019818103 (CUSIP Number) July 25, 2024 (Date of Event Which Requires Filing of this Statement) Check the approp |
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| August 2, 2024 |
EX-99.1 2 d813723dex991.htm EX-99.1 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned agree that the statement on Schedule 13G with respect to the securities of AlloVir, Inc. is, and any amendments thereto signed by each or any of the undersigned shall be, filed on behalf of each of such person pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1 |
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| July 2, 2024 |
Exhibit 10.1 TERMINATION AGREEMENT TERMINATION AGREEMENT dated as of this 1st day of July, 2024 (the “Effective Date”) by and between BP Bay Colony LLC, a Delaware limited liability company (“Landlord”), and Allovir, Inc., a Delaware corporation (“Tenant”). R E C I T A L S WHEREAS, by lease dated September 8, 2021 (the “Lease”), Landlord did lease to Tenant and Tenant did hire and lease from Landl |
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| July 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2024 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Number) |
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| June 11, 2024 |
EX-10.1 Exhibit 10.1 TERMINATION OF SUBLEASE AGREEMENT THIS TERMINATION OF SUBLEASE AGREEMENT (this “Agreement”) is made as of the 5th day of June, 2024, by and between AMAG PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”) and ALLOVIR, INC., a Delaware corporation (“Subtenant”). W I T N E S S E T H: Reference is hereby made to the following facts which constitute the background to this Agr |
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| June 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2024 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Number) |
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| June 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2024 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Number) |
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| June 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2024 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39409 ALLOVIR, |
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| April 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| April 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39409 ALLOVIR, INC. ( |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39409 ALLOVIR, INC. ( |
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| March 15, 2024 |
AlloVir, Inc. Compensation Recovery Policy Exhibit 97 Allovir, inc. COMPENSATION RECOVERY POLICY Adopted as of October 26, 2023 AlloVir, Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1. Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Persons (as defined below) in |
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| February 15, 2024 |
AlloVir, Inc. 1100 Winter Street Waltham, MA 02451 AlloVir, Inc. 1100 Winter Street Waltham, MA 02451 February 15, 2024 Via EDGAR Transmission Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: AlloVir, Inc. – Request for Withdrawal of Registration Statement on Form S-3 (File No. 333-269808) Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amend |
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| February 13, 2024 |
ALVR / AlloVir, Inc. / GILEAD SCIENCES INC - SC 13G/A Passive Investment SC 13G/A 1 d777935dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ALLOVIR, INC. (Name of Issuer) Common Stock, $0.0001 per value (Title of Class of Securities) 019818103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| February 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2024 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Num |
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| February 9, 2024 |
ALVR / AlloVir, Inc. / Artal International S.C.A. - SC 13G/A Passive Investment SC 13G/A 1 d688785dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. 1) AlloVir, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 019818103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the ap |
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| February 9, 2024 |
ALVR / AlloVir, Inc. / FMR LLC Passive Investment SCHEDULE 13G Amendment No.4 ALLOVIR INC COMMON STOCK Cusip #019818103 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #019818103 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 5,690,398 Item 6: 0 Item 7: 5,692,782 Item 8: 0 Item 9: 5,692,782 Item 11: 4.990% Ite |
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| February 1, 2024 |
ALVR / AlloVir, Inc. / EcoR1 Capital, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Allovir, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 019818103 (CUSIP Number) January 22, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua |
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| January 9, 2024 |
ALVR / AlloVir, Inc. / Wilson John Robert - SC 13G/A Passive Investment SC 13G/A 1 tm242406d2sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* AlloVir, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 019818103 (CUSIP Number) John R. Wilson 2100 Old Highway 8 N.W. New Brighton, Minnesota 55112 651-628-9259 |
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| January 9, 2024 |
ALVR / AlloVir, Inc. / Wilson John Robert - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AlloVir, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 019818103 (CUSIP Number) John R. Wilson 2100 Old Highway 8 N.W. New Brighton, Minnesota 55112 651-628-9259 (Name, Address and Telephone Number of Perso |
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| January 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 1, 2024 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Numb |
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| December 22, 2023 |
AlloVir Provides Updates on Phase 3 Clinical Development Program for Posoleucel, an Allogeneic Virus-Specific T Cell Therapy Company to discontinue its three Phase 3 posoleucel studies following separate, pre-planned DSMB futility analyses concluding the studies were unlikely to meet their primary endpoints; no safety concerns identified Company to prioritize capital preservation and review strategic options AlloVir reported $213. |
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| December 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2023 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Nu |
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| November 2, 2023 |
Exhibit 99.1 AlloVir Reports Third Quarter 2023 Financial Results —Posoleucel, a highly innovative off-the-shelf, multi-virus-specific investigational T cell therapy, continues to advance in three distinct, Phase 3, first-to-market indications in immunocompromised patients —Enrollment in posoleucel pivotal Phase 3 multi-virus prevention, virus-associated hemorrhagic cystitis and adenovirus studies |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2023 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Num |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39409 ALLOV |
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| August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39409 ALLOVIR, I |
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| August 3, 2023 |
EX-99.1 Exhibit 99.1 AlloVir Reports Second Quarter 2023 Financial Results Company’s three Phase 3 global registrational trials for its allogeneic, off-the-shelf, virus-specific T cell therapy, posoleucel, in three distinct, first-to-market indications in allo-HCT patients continue to enroll, with data anticipated in second half of 2024 Positive data from the Phase 2 trial of posoleucel for treatm |
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| August 3, 2023 |
Exhibit 10.1 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (this “Agreement”) is entered into between Allovir, Inc., f/k/a ViraCyte Inc., a Delaware corporation (“Company”) and Edward Miller (“Employee”). This Agreement is effective as of the later of (i) the date the Agreement becomes fully executed by the parties; or (ii) ten (10) bu |
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| August 3, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| June 26, 2023 |
AlloVir Announces Pricing of Public Offering of Common Stock Exhibit 99.2 AlloVir Announces Pricing of Public Offering of Common Stock Cambridge, Mass., June 21, 2023 – AlloVir, Inc. (Nasdaq: ALVR), a late clinical-stage cell therapy company, today announced the pricing of an underwritten public offering of 20,000,000 shares of its common stock at a public offering price of $3.75 per share. The gross proceeds to AlloVir from the offering, before deducting u |
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| June 26, 2023 |
Exhibit 1.1 20,000,000 Shares ALLOVIR, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT June 21, 2023 June 21, 2023 J.P. Morgan Securities LLC Morgan Stanley & Co. LLC BofA Securities, Inc. c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, NY 10179 c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o BofA Securities, Inc. One Bryant Park New York, |
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| June 26, 2023 |
AlloVir Announces Proposed Public Offering of Common Stock EX-99.1 Exhibit 99.1 AlloVir Announces Proposed Public Offering of Common Stock Cambridge, Mass., June 21, 2023 – AlloVir, Inc. (Nasdaq: ALVR), a late clinical-stage cell therapy company, today announced that it has commenced a proposed underwritten public offering of $75 million of shares of its common stock. AlloVir also intends to grant the underwriters a 30-day option to purchase up to an addi |
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| June 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2023 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Number |
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| June 22, 2023 |
20,000,000 Shares Common Stock 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. |
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| June 21, 2023 |
Subject to Completion, dated June 21, 2023 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. |
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| June 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2023 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Number |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 16, 2023 |
EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALLOVIR, INC. (Pursuant to Section 242 of the Delaware General Corporation Law) AlloVir, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the Delaware General Corporation Law (the “DGCL”), does hereby certify as follows: A resolution was d |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39409 ALLOVIR, |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 4, 2023 |
EX-99.1 Exhibit 99.1 AlloVir Reports First Quarter 2023 Financial Results Company’s three posoleucel Phase 3 global registrational trials for three distinct, first-to-market indications continue to enroll with data readouts on track for 2024 Positive results from a randomized, double-blind, placebo-controlled Phase 2 study of posoleucel in kidney transplant recipients with BK viremia will be prese |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39409 ALLOVIR, INC. ( |
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| March 31, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| March 31, 2023 |
DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| March 21, 2023 |
PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| February 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Nu |
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| February 23, 2023 |
AlloVir Appoints Derek Adams, Ph.D., to Board of Directors EX-99.1 Exhibit 99.1 For Immediate Release AlloVir Appoints Derek Adams, Ph.D., to Board of Directors Waltham, Mass., February 23, 2023 – AlloVir (Nasdaq: ALVR), a late-clinical stage allogeneic T cell immunotherapy company, today announced the appointment of Derek Adams, Ph.D., to its Board of Directors, effective March 1, 2023. Dr. Adams brings more than two decades of experience leading the man |
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| February 16, 2023 |
DEL AM 1 d463501ddelam.htm DEL AM February 16, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Delaying Amendment for AlloVir, Inc. Registration Statement on Form S-3 (File No. 333-269808) Ladies and Gentlemen: Reference is made to the Registration Statement on Form S-3 (File No. 333-269808) filed with the |
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| February 15, 2023 |
As filed with the Securities and Exchange Commission on February 15, 2023. Table of Contents As filed with the Securities and Exchange Commission on February 15, 2023. |
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| February 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39409 ALLOVIR, INC. ( |
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| February 15, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) AlloVir, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par value $0.0001 |
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| February 15, 2023 |
EX-99.1 Exhibit 99.1 AlloVir Reports Full-Year 2022 Financial Results and 2023 Outlook Completion of enrollment of all three posoleucel Phase 3 registrational trials for three distinct, first-to-market indications anticipated by end of 2023 and data readouts in 2024 Positive final results from randomized, double-blind, placebo-controlled Phase 2 study of posoleucel in kidney transplant recipients |
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| February 15, 2023 |
As filed with the Securities and Exchange Commission on February 15, 2023 As filed with the Securities and Exchange Commission on February 15, 2023 Registration No. |
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| February 15, 2023 |
EX-99.2 Exhibit 99.2 AlloVir Announces Positive Final Results from Randomized, Double-Blind, Placebo-Controlled Phase 2 Study of Posoleucel in Kidney Transplant Recipients with BK Viremia Repeat administration of posoleucel was generally well tolerated, with balanced safety across posoleucel dosing groups and placebo In Week 24 efficacy analysis, 39% (15/38) of patients who received posoleucel exp |
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| February 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2023 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Nu |
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| February 15, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) AlloVir, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry For |
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| February 9, 2023 |
ALVR / Allovir Inc / FMR LLC Passive Investment SC 13G/A 1 filing.txt SCHEDULE 13G Amendment No.3 ALLOVIR INC COMMON STOCK Cusip #019818103 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #019818103 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 7,045,961 Item 6: 0 Item 7: 7,046,373 Item 8: 0 Item 9: 7,046,3 |
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| January 9, 2023 |
EX-99.1 2 d422387dex991.htm EX-99.1 Exhibit 99.1 For Immediate Release AlloVir Announces Plans to Complete Enrollment in Three Phase 3 Posoleucel Studies in 2023 Positive final posoleucel Phase 2 clinical data presented at ASH 2022 underscore potential as multi-virus prevention therapy and support ongoing global Phase 3 registration trial Completion of enrollment of all three posoleucel Phase 3 re |
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| January 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 9, 2023 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Numb |
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| November 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2022 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Nu |
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| November 3, 2022 |
EX-99.1 Exhibit 99.1 AlloVir Reports Third Quarter 2022 Financial Results Posoleucel Continues to Advance in Three Ongoing Multi-National Phase 3 Registrational Trials Final Data Presentation from Posoleucel Phase 2 Multi-Virus Prevention Study by Year-End Company to Host Investor Webcast on December 14 with Clinical Trial Investigators on Posoleucel for Prevention of Viral Infections in Patients |
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| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39409 ALLOV |
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| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2022 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Num |
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| August 8, 2022 |
ALVR / Allovir Inc / GILEAD SCIENCES INC Passive Investment SC 13G 1 allovir13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ALLOVIR, INC. (Name of Issuer) Common Stock, $0.0001 per value (Title of Class of Securities) 019818103 (CUSIP Number) July 28, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| August 5, 2022 |
ALVR / Allovir Inc / Artal International S.C.A. - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. ) AlloVir, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 019818103 (CUSIP Number) July 28, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| August 5, 2022 |
EXHIBIT 1 JOINT FILING AGREEMENT The undersigned agree that the statement on Schedule 13G with respect to the Common Stock, $0. |
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| August 5, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. Dated: August 5, 2022 F2 MG LTD. |
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| August 5, 2022 |
ALVR / Allovir Inc / ElevateBio, LLC - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* ALLOVIR, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 019818103 (CUSIP Number) David Hallal ElevateBio LLC 200 Smith Street Waltham, MA 02451 (617) 433-2605 (Name, Address and Telephone Number of Person Authorized to R |
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| August 5, 2022 |
ALVR / Allovir Inc / Globeways Holdings II Ltd - SC 13D Activist Investment SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* ALLOVIR, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 019818103 (CUSIP Number) Morana Jovan-Embiricos c/o LJ Fiduciary, 8, Rue Saint-Leger, CH-1205 Geneva Switzerland (Name, Address and Telephone Number of Person |
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| August 4, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| August 4, 2022 |
Exhibit 99.1 AlloVir Reports Second Quarter 2022 Financial Results Three Phase 3 Posoleucel Registrational Trials Continue to Expand Globally, Enrolling Patients in the U.S., Europe and Asia Company Is On Track to Release Final Results of Posoleucel Phase 2 Multi-Virus Prevention Study at Year-End and Topline Results of Phase 2 BKV Treatment Study in Kidney Transplant Patients in 1Q ?23 $126.6 Mil |
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| August 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39409 ALLOVIR, I |
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| July 27, 2022 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of July 26, 2022, between AlloVir, Inc., a corporation organized under the laws of the State of Delaware (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns a ?Purchaser? and collectively the ?Purchasers?). WHERE |
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| July 27, 2022 |
27,458,095 Shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-258539 PROSPECTUS SUPPLEMENT (to Prospectus dated February 28, 2022) 27,458,095 Shares of Common Stock We are offering 27,458,095 shares of our common stock directly to investors in this offering at a price per share of $4.61. This offering is being made without an underwriter or a placement agent and we are not payi |
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| July 27, 2022 |
Regulation FD Disclosure, Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2022 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Number |
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| July 27, 2022 |
Exhibit 99.1 AlloVir Announces $126.6 Million Registered Direct Offering Proceeds Support the Completion of Three Global Phase 3 Registrational Trials for Posoleucel and Global Regulatory Filings Waltham, Mass., July 27, 2022 ? AlloVir, Inc. (Nasdaq: ALVR), a late clinical-stage allogeneic T-cell immunotherapy company, today announced that it has entered into a securities purchase agreement with a |
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| May 19, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2022 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 5, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2022 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q e UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39409 ALLOVIR |
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| May 5, 2022 |
Exhibit 99.1 For Immediate Release AlloVir Reports First Quarter 2022 Financial Results Initiated posoleucel registrational study to prevent six devastating viral infections and now enrolling high-risk allo-HCT patients in the U.S., Western Europe and Asia FDA granted RMAT designation to posoleucel for Phase 3 multi-virus prevention indication with an estimated annual addressable patient populatio |
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| April 6, 2022 |
DEFA14A 1 d247857ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| April 6, 2022 |
DEF 14A 1 d247857ddef14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as p |
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| March 31, 2022 |
AlloVir Appoints Shawn Tomasello to Its Board of Directors Exhibit 99.1 For Immediate Release AlloVir Appoints Shawn Tomasello to Its Board of Directors Waltham, Mass., March 31, 2022 ? AlloVir (Nasdaq: ALVR), a late-clinical stage allogeneic T-cell immunotherapy company, today announced the appointment of Shawn Tomasello to its Board of Directors. Ms. Tomasello brings more than 35 years of broad experience building and leading commercial organizations in |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2022 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| March 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-3 |
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| February 18, 2022 |
As filed with the Securities and Exchange Commission on February 18, 2022 As filed with the Securities and Exchange Commission on February 18, 2022 Registration No. |
