Kalaris Therapeutics Announces Oversubscribed $50.0 Million Private Placement

Rhea-AI Summary

Kalaris Therapeutics (NASDAQ: KLRS) entered a securities purchase agreement for an oversubscribed private placement to raise approximately $50.0 million gross, expected to close on or about December 19, 2025.

The financing consists of 4,200,000 common shares at $10.00 per share and 800,000 pre-funded warrants at $9.9999 each (exercise price $0.0001), with resale registration rights to be filed with the SEC. Morgan Stanley, Leerink Partners, and William Blair act as placement agents.

Based on current plans, management expects the net proceeds plus existing cash will fund operations into the third quarter of 2027, and proceeds will advance clinical development of TH103 for neovascular AMD and for general corporate purposes.

Positive

• $50.0M gross proceeds from the private placement
• Expected cash runway into 3Q 2027 based on current plans
• Financing proceeds earmarked to advance TH103 for neovascular AMD

Negative

• Potential issuance of 5,000,000 shares if pre-funded warrants exercised
• Transaction may dilute existing shareholders' ownership percentage

News Market Reaction

+20.32% 3.8x vol

39 alerts

+20.32% News Effect

+43.1% Peak Tracked

-6.0% Trough Tracked

+$38M Valuation Impact

$222M Market Cap

3.8x Rel. Volume

On the day this news was published, KLRS gained 20.32%, reflecting a significant positive market reaction. Argus tracked a peak move of +43.1% during that session. Argus tracked a trough of -6.0% from its starting point during tracking. Our momentum scanner triggered 39 alerts that day, indicating elevated trading interest and price volatility. This price movement added approximately $38M to the company's valuation, bringing the market cap to $222M at that time. Trading volume was very high at 3.8x the daily average, suggesting strong buying interest.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Private placement gross proceeds: $50.0 million Common shares sold: 4,200,000 shares Common share price: $10.00 per share +5 more

8 metrics

Private placement gross proceeds $50.0 million Aggregate gross proceeds before fees from December 2025 private placement

Common shares sold 4,200,000 shares Common stock issued at $10.00 per share in private placement

Common share price $10.00 per share Pricing of common stock in December 2025 private placement

Pre-funded warrants 800,000 warrants Pre-funded warrants issued in lieu of common stock to certain investors

Pre-funded warrant price $9.9999 per warrant Purchase price per pre-funded warrant in private placement

Warrant exercise price $0.0001 per share Exercise price for shares underlying pre-funded warrants

Runway guidance Into Q3 2027 Runway using existing cash plus private placement net proceeds

Lead program TH103 for neovascular AMD Stated use of proceeds to advance TH103 clinical development

Market Reality Check

Price: $9.78 Vol: Volume 589,609 is 3.17x t...

high vol

$9.78 Last Close

Volume Volume 589,609 is 3.17x the 20‑day average of 186,250, indicating elevated trading interest before this financing news. high

Technical Shares at $10.42 were trading above the 200-day MA of $4.76 and 19.22% below the 52‑week high of $12.90 before this announcement.

Peers on Argus

KLRS showed strong pre‑news momentum while close peers were mixed: ANEB was up 3...

KLRS showed strong pre‑news momentum while close peers were mixed: ANEB was up 3.06%, whereas ABOS, IMUX, NTRB and STRO declined between 3–8%. No peers appeared in the momentum scanner, supporting a stock‑specific setup.

Common Catalyst Only one peer (STRO) had a same‑day governance headline; no broad biotech financing or data theme is evident among peers.

Historical Context

5 past events · Latest: Dec 17 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 17	Clinical data update	Positive	+20.3%	Initial Phase 1a TH103 data in nAMD showed favorable vision and anatomy.
Nov 24	Conference presentation	Neutral	-8.0%	Announcement of presentation at Noble Capital Markets emerging growth conference.
Nov 12	Earnings and update	Neutral	-2.2%	Q3 2025 results with cash of <b>$77.0M</b> and TH103 development timelines.
Nov 03	Management change	Neutral	-0.8%	Appointment of Matthew Gall as CFO to support capital and growth strategy.
Oct 30	Conference appearance	Neutral	-2.7%	Planned presentation at Stifel 2025 Annual Healthcare Conference.

Pattern Detected

Recent KLRS news skewed toward clinical and corporate updates, with the notable positive Phase 1a readout on Dec 17, 2025 seeing a strong aligned price response, while routine conference and governance items saw mild declines.

Recent Company History

Over the last few months, Kalaris advanced TH103 clinically and strengthened its corporate setup. Q3 2025 results showed $77.0M in cash funding operations into 2027, while a Phase 1b/2 trial in up to 80 nAMD patients began. Leadership was bolstered with a new CFO effective Nov 3, 2025. The key inflection came on Dec 17, 2025, when positive Phase 1a data for TH103 triggered a 20.32% gain, setting the backdrop for this same‑day private placement.

Market Pulse Summary

The stock surged +20.3% in the session following this news. A strong positive reaction aligns with K...

Analysis

The stock surged +20.3% in the session following this news. A strong positive reaction aligns with Kalaris securing additional capital shortly after favorable clinical data. The company had already reported a 20.32% move on Phase 1a TH103 results, and this $50.0M private placement extends runway into Q3 2027. Investors reviewing sustainability may weigh added cash against dilution from 4,200,000 new shares and 800,000 pre‑funded warrants, alongside execution risk in advancing TH103.

Key Terms

pre-funded warrants, beneficial ownership limitations, Securities Act, registration rights agreement, +2 more

6 terms

pre-funded warrants financial

"pre-funded warrants to purchase 800,000 shares of Common Stock at a price of $9.9999"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

beneficial ownership limitations financial

"subject to certain beneficial ownership limitations set by each holder"

Beneficial ownership limitations are rules or contractual caps that restrict how much of a company’s stock an individual or entity can be treated as owning or controlling for legal, regulatory or corporate-governance purposes. They matter to investors because such limits affect voting power, reporting obligations, takeover risk and the ability to increase a stake — like an elevator weight limit or a lane divider that prevents any one car from taking over the whole road.

Securities Act regulatory

"not been registered under the Securities Act of 1933, as amended"

A securities act is a law that governs the offering, sale and disclosure of stocks, bonds and other investment products to the public. It requires companies to provide clear, truthful information—like a product label for an investment—so buyers can understand risks and value before they invest. For investors, these rules reduce fraud, promote transparency, and help ensure fair access to market information.

registration rights agreement regulatory

"agreed to enter into a registration rights agreement, pursuant to which Kalaris"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

registration statement regulatory

"agreed to file a registration statement with the U.S. Securities and Exchange Commission"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

prospectus regulatory

"Any offering of the securities under the resale registration statement will only be made by means of a prospectus"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

AI-generated analysis. Not financial advice.

BERKELEY HEIGHTS, N.J., Dec. 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 securities purchase agreement with a select group of institutional accredited investors to sell securities in a private placement for aggregate gross proceeds of approximately $50.0 million, before deducting placement agent fees and other offering expenses.

The private placement includes participation from both new and existing investors, including ADAR1 Capital Management, Coastlands Capital, Invus, RTW Investments, Samsara BioCapital, Woodline Partners LP and others.

In the private placement, pursuant to the terms of the securities purchase agreement, Kalaris is selling an aggregate of (i) 4,200,000 shares of its common stock at a price of $10.00 per share and, (ii) in lieu of common stock to certain investors, pre-funded warrants to purchase 800,000 shares of Common Stock at a price of $9.9999 per pre-funded warrant. Each pre-funded warrant has an exercise price of $0.0001 per share, will be exercisable at any time after the date of issuance, subject to certain beneficial ownership limitations set by each holder, and will remain exercisable until exercised in full. The per share price of the securities to be sold in the private placement were priced at a premium to the closing price of Kalaris’ common stock on The Nasdaq Global Market over the prior five trading days. The private placement is expected to close on or about December 19, 2025, subject to satisfaction of customary closing conditions.

Based on its current operating plans, Kalaris expects its existing cash, cash equivalents, and short term investments, together with the net proceeds from the private placement, will enable it to fund operations into the third quarter of 2027. Kalaris intends to use the net proceeds from the private placement, together with its existing cash, cash equivalents, and short term investments to advance the clinical development of TH103 for neovascular AMD and for working capital and other general corporate purposes.

Morgan Stanley and Leerink Partners are acting as lead placement agents in the private placement. William Blair is also acting as placement agent in the private placement.

The securities being issued and sold in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other applicable jurisdiction’s securities laws, and may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws. Pursuant to the securities purchase agreement, Kalaris and the investors agreed to enter into a registration rights agreement, pursuant to which Kalaris has agreed to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) registering the resale of the shares of common stock and the shares of common stock issuable upon exercise of the pre-funded warrants issued in the private placement.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. Any offering of the securities under the resale registration statement will only be made by means of a prospectus.

About Kalaris Therapeutics

Kalaris Therapeutics is a clinical-stage biopharmaceutical company dedicated to the development and commercialization of treatments for prevalent retinal diseases. Founded by renowned scientist Dr. Napoleone Ferrara, whose pioneering research led to the development of anti-VEGF therapy, the company is committed to advancing novel therapeutic approaches for patients with sight-threatening retinal conditions with major unmet medical needs.

Forward-Looking Statements

This press release 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 historical fact, contained in this press release, including statements regarding the anticipated closing of the private placement; the anticipated use of proceeds from the private placement; the sufficiency of Kalaris’ cash resources for the period anticipated; the filing of a registration statement to register the resale of the shares and pre-funded warrants to be issued and sold in the private placement; and future expectations, plans and prospects for Kalaris, are forward-looking statements, The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements are based on current expectations and beliefs of the management of Kalaris as well as assumptions made by, and information currently available to, the management of Kalaris and are subject to risks and uncertainties. There can be no assurance that future developments affecting Kalaris will be those that it has anticipated. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements as a result of various important factors, including: risks associated with the clinical development and regulatory approval of TH103, including potential delays in the completion of clinical trials; expectations regarding the therapeutic benefits, clinical potential and clinical development of TH103; the timing of and Kalaris’ ability to enroll patients in clinical trials; whether results from preclinical studies and initial data from early clinical trials will be predictive of the final results of the clinical trials or future trials; risks related to the inability of Kalaris to obtain sufficient additional capital to continue to advance its product candidate; uncertainties in obtaining successful clinical results for product candidates and unexpected costs that may result therefrom; risks related to the failure to realize any value from any product candidates being developed and anticipated to be developed in light of inherent risks and difficulties involved in successfully bringing product candidates to market; the ability to obtain, maintain, and protect intellectual property rights related to product candidates; changes in regulatory requirements and government incentives; Kalaris’ competitive position and expectations regarding developments and projections relating to its competitors and any competing therapies that are or become available; the risk of involvement in current and future litigation; general economic, political, industry and market conditions; and such other factors as are set forth in Kalaris’ public filings with the SEC, including, but not limited to, those described under the heading “Risk Factors”. Kalaris may not actually achieve the plans, intentions or expectations disclosed in its forward-looking statements, and you should not place undue reliance on its forward-looking statements. The forward-looking statements contained in this press release are made as of the date of this press release, and Kalaris does not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. 

Kalaris Therapeutics Investor Contact:

Corey Davis, Ph.D.

LifeSci Advisors, LLC

+1 212 915 2577

cdavis@lifesciadvisors.com

ir@kalaristx.com

FAQ

How much did Kalaris (KLRS) raise in the December 17, 2025 private placement?

Kalaris entered a private placement to raise approximately $50.0 million in gross proceeds.

What securities did Kalaris (KLRS) sell in the $50M private placement on Dec 17, 2025?

Kalaris sold 4,200,000 common shares at $10.00 and 800,000 pre-funded warrants at $9.9999 each.

When is the Kalaris (KLRS) private placement expected to close?

The private placement is expected to close on or about December 19, 2025, subject to customary closing conditions.

How will the proceeds from Kalaris (KLRS) private placement be used?

Net proceeds, together with existing cash, will advance clinical development of TH103 for neovascular AMD and fund general corporate purposes.

How long will the Kalaris (KLRS) financing fund operations?

Based on current operating plans, the company expects cash plus net proceeds will fund operations into the third quarter of 2027.

Who are the placement agents for Kalaris (KLRS) Dec 2025 private placement?

Morgan Stanley and Leerink Partners are lead placement agents, with William Blair also acting as a placement agent.

Will Kalaris (KLRS) register the shares sold in the private placement for resale?

Kalaris agreed to file a resale registration statement with the SEC to register the resale of the issued shares and shares issuable upon exercise of the pre-funded warrants.