Kalaris Therapeutics Inc SEC Filings

Kalaris Therapeutics (KLRS) reported an insider ownership update. Chief Financial Officer Matthew Gall filed a Form 3 on 11/03/2025, the initial statement of beneficial ownership. The filing states that no securities are beneficially owned. This is an administrative disclosure and does not reflect any transaction or change in the company’s capital.

Kalaris Therapeutics (KLRS) appointed Matthew Gall as Chief Financial Officer and Treasurer, effective November 3, 2025. He will also serve as principal financial officer. The board approved an Employment Agreement with an annual base salary of $485,000 and an annual incentive bonus opportunity of up to 40% of base salary.

As part of his compensation, Mr. Gall received an option to purchase 235,000 shares of common stock at the Nasdaq closing price on the effective date, vesting 25% on the first anniversary and monthly over 36 months thereafter, subject to continued service. Severance terms include nine months of base salary and COBRA premiums if terminated without cause or for good reason outside a change in control window, and, in a change in control window, 12 months of base salary, a lump-sum 100% Target Bonus, up to 12 months COBRA premiums, and full acceleration of time‑based equity.

Brett Hagan ceased serving as principal financial officer on the effective date and continues as principal accounting officer.

Kalaris Therapeutics is a clinical-stage biopharmaceutical company focused on TH103, an anti-VEGF candidate for retinal disease. The company completed its Merger with AlloVir on March 18, 2025; Legacy Kalaris was treated as the accounting acquirer and AlloVir’s cash contribution was recorded as assets acquired.

As of June 30, 2025, Kalaris reported $88.4 million of cash and cash equivalents and stated that existing cash is expected to fund operations for at least twelve months. For the six months ended June 30, 2025, the company recorded a 21.5 million net loss versus $9.1 million in the prior-year period and had an accumulated deficit of $138.1 million. Material items include a $32.076 million royalty obligation to a related party (Samsara), recognition of merger-related transaction costs of $5.4 million reducing additional paid-in capital, and the elimination of outstanding convertible promissory notes, derivative liabilities and the tranche liability in connection with the Merger. The company discloses identified material weaknesses in internal control, dependence on TH103 for future success, and the need to raise additional financing to continue development.

Kalaris Therapeutics held its 2025 annual meeting on August 12, 2025. Stockholders elected Srinivas Akkaraju, M.D., Ph.D. and Andrew Oxtoby as Class II directors, each to serve three-year terms through the 2028 annual meeting. Vote counts reported were 14,626,646 For, 144,695 Withheld and 1,328,348 Broker Non-Votes for Dr. Akkaraju and 14,668,424 For, 102,917 Withheld and 1,328,348 Broker Non-Votes for Mr. Oxtoby.

Shareholders also ratified Deloitte & Touche LLP as the company’s independent registered public accounting firm for the 2025 fiscal year, with 16,090,928 For, 6,975 Against and 1,786 Abstain. These results reflect routine corporate governance actions reported to the market.

Kalaris Therapeutics, Inc. furnished a press release announcing its financial results for the quarter ended June 30, 2025. The press release is provided as Exhibit 99.1 to this Form 8-K and is incorporated by reference.

This Current Report itself does not include any financial figures or operating metrics; it states that the information in the press release is being furnished and shall not be deemed "filed" under the Exchange Act. The filing was submitted on behalf of the company and is signed by Chief Executive Officer Andrew Oxtoby. Readers must consult Exhibit 99.1 for the detailed results.

Invus Public Equities, L.P. and affiliated entities (Invus Public Equities Advisors LLC, Invus Global Management LLC, Siren LLC and Raymond Debbane) submitted Amendment No. 3 to Schedule 13G for Kalaris Therapeutics, Inc. (KLRS).

The group reports direct ownership of 282,586 common shares (CUSIP 482929106), equal to 1.5 % of the 18,702,418 shares outstanding as of 30 Jun 2025. Each reporting person discloses sole voting and dispositive power; no shared power or additional economic interests are indicated.

Because the stake is now below the 5 % threshold, the filing notes “Ownership of 5 percent or less of a class.” The certification further states the shares were not acquired to influence control of the issuer. No other material agreements, transactions or intentions are disclosed.

Investment takeaway: Invus’ position is relatively small and passively held, suggesting limited near-term impact on KLRS governance or trading dynamics.

Kalaris Therapeutics, Inc. (ticker KLRS) has filed Definitive Additional Proxy Materials (Form DEFA14A) ahead of its virtual Annual Meeting of Stockholders scheduled for August 12, 2025 at 11:30 a.m. ET. The notice outlines two routine proposals:

• Proposal 1: Elect Class II directors Srinivas Akkaraju, M.D., Ph.D. and Andrew Oxtoby to three-year terms expiring at the 2028 meeting.
• Proposal 2: Ratify Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2025.

The Board recommends shareholders vote FOR each director nominee and FOR auditor ratification. Shareholders of record at the close of business on June 25, 2025 are entitled to vote. Materials are available at www.proxydocs.com/KLRS; holders must use their 12-digit control number to access voting tools. Paper or email copies of the proxy may be requested without charge until August 1, 2025. No other substantive matters, financial results, or transactional items are disclosed in this filing.