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

Rhea-AI Filing Summary

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.

Insights

Corporate Governance Expert

TL;DR: Routine governance outcomes with incumbent director re-elections and auditor continuity; no immediate material governance change.

The re-election of Srinivas Akkaraju and Andrew Oxtoby as Class II directors, each for three-year terms, and the strong ratification vote for Deloitte indicate continuity in leadership and external audit oversight. The presence of ~1.33 million broker non-votes is notable as unvoted shares but is not uncommon in contested proxy environments or where brokers lack discretionary voting authority. Overall, the meeting delivered predictable outcomes that maintain the existing oversight structure.

Securities Analyst

TL;DR: Votes confirm management and auditor stability; results are procedural and unlikely to alter near-term financial expectations.

The director elections and auditor ratification were both approved by substantial majorities of shares voting in favor. The auditor vote (16,090,928 For) suggests investor support for continuity in financial reporting. Vote tallies for directors show modest withheld votes but no rejection. These are routine, non-financial disclosures that should not materially affect the company’s operating outlook.

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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): 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)		(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 5.07 Submission of Matters to a Vote of Security Holders.

Kalaris Therapeutics, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders on August 12, 2025. The following is a summary of the matters voted on at that meeting.

1. The stockholders of the Company elected Srinivas Akkaraju, M.D., Ph.D., and Andrew Oxtoby as Class II directors, each to serve for a three-year term expiring at the 2028 annual meeting of stockholders and until his respective successor has been duly elected and qualified. The results of the stockholders’ vote with respect to such matter were as follows:

		For				Withheld				Broker Non- Votes
Srinivas Akkaraju, M.D., Ph.D.			14,626,646				144,695				1,328,348
Andrew Oxtoby			14,668,424				102,917				1,328,348

2. The stockholders of the Company ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the stockholders’ vote with respect to such matter were as follows:

For		Against		Abstain
16,090,928		6,975		1,786

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: August 13, 2025				By:		/s/ Andrew Oxtoby
				Name:		Andrew Oxtoby
				Title:		Chief Executive Officer

FAQ

What were the results of Kalaris Therapeutics (KLRS) director elections at the 2025 annual meeting?

Stockholders elected Srinivas Akkaraju, M.D., Ph.D. and Andrew Oxtoby as Class II directors. Dr. Akkaraju received 14,626,646 For, 144,695 Withheld, and 1,328,348 Broker Non-Votes. Mr. Oxtoby received 14,668,424 For, 102,917 Withheld, and 1,328,348 Broker Non-Votes.

Did KLRS ratify its independent auditor at the annual meeting?

Yes. Shareholders ratified Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with 16,090,928 For, 6,975 Against, and 1,786 Abstain.

When was Kalaris Therapeutics' 2025 annual meeting held?

The company held its 2025 annual meeting of stockholders on August 12, 2025.

How long are the terms for the elected Class II directors at KLRS?

Each elected Class II director will serve a three-year term expiring at the 2028 annual meeting of stockholders.

Were there any significant broker non-votes reported for KLRS votes?

Yes. The director elections each reported 1,328,348 Broker Non-Votes in the tallies provided.