[8-K] Kalaris Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

Kalaris Therapeutics, Inc. (Nasdaq: KLRS) has filed a Form 8-K to announce scheduling details for its 2025 Annual Meeting of Stockholders.

The Board of Directors set August 12, 2025 as the meeting date. Because this date is more than 30 days later than the 2024 meeting anniversary, the company has adjusted deadlines for shareholder engagement:

• Rule 14a-8 proposals: Must be received by the Corporate Secretary no later than June 30, 2025 to be considered for inclusion in the proxy statement.
• Director nominations or other business under the company’s By-laws: Notice must also be delivered by June 30, 2025, in line with Section 2(a)(2) of the By-laws, because the meeting date is delayed by more than 60 days from the prior-year anniversary.

The filing contains no financial results, strategic transactions, or operational updates. Further details—such as the exact time, physical or virtual location, and the matters up for vote—will be provided in the forthcoming proxy statement.

The disclosure is routine, ensuring regulatory compliance and giving shareholders clear deadlines to submit proposals or nominations.

Insights

Corporate Governance Expert

TL;DR: Routine 8-K sets August 12 meeting date; shareholders must submit proposals by June 30. No financial or strategic impact.

This 8-K is purely procedural, triggered by the board’s decision to hold the 2025 Annual Meeting more than 30 days after the 2024 anniversary date. Under SEC Rule 14a-8 and the company’s By-laws, Kalaris must publicly announce a new proposal deadline—here, June 30, 2025. The filing helps ensure any shareholder proposals or board nominations are timely and compliant, minimizing risk of exclusion challenges. Absent financial data, operational updates, or governance changes, the event is neutral for valuation. Investors typically view such notices as standard housekeeping with negligible market impact.

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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)		(Commission File Number)		(I.R.S. Employer Identification No.)

Kalaris Therapeutics, Inc.

628 Middlefield Rd.

Palo Alto, California 94301

(Address of principal executive offices, including zip code)

(650) 249-2727

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		KLRS		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.08 Shareholder Director Nominations.

To the extent applicable, the information set forth below under Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.

Item 8.01 Other Events.

On June 19, 2025, the Board of Directors of Kalaris Therapeutics, Inc. (the “Company”) established August 12, 2025 as the date of the Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”). The Company plans to publish additional details regarding the exact time, location and matters to be voted on at the 2025 Annual Meeting in the Company’s proxy statement for the 2025 Annual Meeting.

Because the date of the 2025 Annual Meeting will change by more than 30 calendar days from the anniversary date of the Company’s 2024 annual meeting of stockholders, the Company has set a deadline for the receipt of stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (“Rule 14a-8”) for inclusion in the Company’s proxy materials relating to the 2025 Annual Meeting. In order for a proposal under Rule 14a-8 to be timely, it must be received by the Company’s Secretary at the principal executive offices of the Company by June 30, 2025, which the Company has determined to be a reasonable time before the Company’s proxy materials are due to be printed and sent. Such proposals must also comply with the Company’s Amended and Restated By-laws (the “By-laws”) and the rules of the Securities and Exchange Commission regarding the inclusion of stockholder proposals in proxy materials, and any such proposal may be omitted if not in compliance with applicable requirements.

The address of the Company’s principal executive offices is 628 Middlefield Rd., Palo Alto, California 94301.

Stockholders wishing to nominate a director or propose matters to be considered at the 2025 Annual Meeting in the manner contemplated by the By-laws must submit timely notice to the Company in order for such matters to be considered at the 2025 Annual Meeting. Because the date of the 2025 Annual Meeting will be delayed by more than 60 days from the first anniversary of the Company’s 2024 annual meeting of stockholders, in accordance with Section 2(a)(2) of the By-laws, such notice must be received by the Company’s Secretary at the address above by June 30, 2025 (which is the 10^th day following the day on which public announcement of the date of the 2025 Annual Meeting was first made by the Company). Such proposals must also comply with all other requirements set forth in the By-laws and other applicable laws.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				KALARIS THERAPEUTICS, INC.
Date: June 20, 2025				By:		/s/ Andrew Oxtoby
				Name:		Andrew Oxtoby
				Title:		Chief Executive Officer

FAQ

When will Kalaris Therapeutics (KLRS) hold its 2025 Annual Meeting?

The Board set August 12, 2025 as the date of the 2025 Annual Meeting.

What is the deadline for KLRS shareholders to submit Rule 14a-8 proposals?

Shareholder proposals under Rule 14a-8 must be received by June 30, 2025.

Where should KLRS shareholders send their proposals or nominations?

Send materials to the Corporate Secretary at 628 Middlefield Rd., Palo Alto, CA 94301.

Why was a new proposal deadline necessary for Kalaris Therapeutics?

Because the 2025 meeting date is more than 30 days after the 2024 anniversary, SEC rules require a new, publicly announced deadline.

Does the 8-K include any financial or strategic updates for KLRS?

No. The filing is limited to meeting logistics and shareholder proposal deadlines.