Samsara entities boost control in Kalaris (KLRS) with 54.2% stake and intra-fund share deal

Rhea-AI Filing Summary

Kalaris Therapeutics’ major shareholder group tied to Samsara BioCapital has updated its Schedule 13D, reporting a controlling stake in the company’s common stock. Dr. Srinivas Akkaraju is deemed to beneficially own 12,900,583 shares, representing 54.2% of the 23,792,278 shares outstanding as of May 5, 2026.

The filing details that on May 20, 2026, Samsara Opportunity Fund bought 244,300 shares from Samsara BioCapital, L.P. in a private sale at $4.83 per share, for a total of $1,179,969, funded with partner capital. Samsara LP also made a pro rata in-kind distribution of 66,906 shares, reallocating holdings among affiliated entities.

Key Figures

Akkaraju beneficial ownership: 12,900,583 shares (54.2%) Samsara LP holdings: 10,657,028 shares (44.8%) Samsara GP holdings: 10,671,965 shares (44.9%) +5 more

8 metrics

Akkaraju beneficial ownership 12,900,583 shares (54.2%) Kalaris common stock based on 23,792,278 shares outstanding as of May 5, 2026

Samsara LP holdings 10,657,028 shares (44.8%) Kalaris common stock beneficially owned by Samsara BioCapital, L.P.

Samsara GP holdings 10,671,965 shares (44.9%) Kalaris common stock beneficially owned by Samsara BioCapital GP, LLC

Samsara Opportunity Fund holdings 2,224,147 shares (9.3%) Kalaris common stock beneficially owned by Samsara Opportunity Fund, L.P.

Shares outstanding 23,792,278 shares Kalaris common shares outstanding as of May 5, 2026

Intra-fund purchase size 244,300 shares at $4.83 Private sale from Samsara LP to Samsara Opportunity Fund on May 20, 2026

Private purchase value $1,179,969 Aggregate price for 244,300 Kalaris shares at $4.83 each

In-kind distribution 66,906 shares Pro rata in-kind distribution of Kalaris shares by Samsara LP for no consideration

Key Terms

beneficially owned, Sole Voting Power, Shared Voting Power, in-kind distribution, +1 more

5 terms

beneficially owned financial

"Rows 11 and 13 of each Reporting Person's cover page to this /A set forth the aggregate number of shares of common stock and percentages of the shares of common stock beneficially owned"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole Voting Power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 0.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Shared Voting Power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 8 | Shared Voting Power 10,657,028.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

in-kind distribution financial

"On May 20, 2026, Samsara LP made a pro rata in-kind distribution for no consideration of an aggregate of 66,906 shares of common stock."

stock options (right to buy) financial

"and (v) 8,000 stock options (right to buy) that are currently vested or scheduled to vest within 60 days"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

KALARIS THERAPEUTICS, INC.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

482929106

(CUSIP Number)

Srinivas Akkaraju
Samsara BioCapital GP, LLC, 628 Middlefield Road
Palo Alto, CA, 94301
(650) 285-4270

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/20/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 482929106

1

Name of reporting person

Samsara BioCapital, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,657,028.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,657,028.00

11

Aggregate amount beneficially owned by each reporting person

10,657,028.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

44.8 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 482929106

1

Name of reporting person

Samsara BioCapital GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,671,965.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,671,965.00

11

Aggregate amount beneficially owned by each reporting person

10,671,965.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

44.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 482929106

1

Name of reporting person

Samsara Opportunity Fund, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,224,147.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,224,147.00

11

Aggregate amount beneficially owned by each reporting person

2,224,147.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.3 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 482929106

1

Name of reporting person

Samsara Opportunity Fund GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,224,147.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,224,147.00

11

Aggregate amount beneficially owned by each reporting person

2,224,147.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 482929106

1

Name of reporting person

Srinivas Akkaraju

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 8,000.00
8	Shared Voting Power 12,900,583.00
9	Sole Dispositive Power 8,000.00
10	Shared Dispositive Power 12,900,583.00

11

Aggregate amount beneficially owned by each reporting person

12,900,583.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

54.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value per share
(b)	Name of Issuer: KALARIS THERAPEUTICS, INC.
(c)	Address of Issuer's Principal Executive Offices: 400 Connell Drive, Suite 5500, Berkeley Heights, NEW JERSEY , 07922.
Item 1 Comment: This Amendment No. 3 (this "Amendment No. 3" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on March 25, 2025 and amended on December 22, 2025 and February 17, 2026 (as amended, the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 3 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Statement is hereby amended and supplemented as follows: On May 20, 2026, Samsara Opportunity Fund purchased 244,300 shares of common stock from Samsara LP in a private sale for $4.83 per share, or an aggregate purchase price of $1,179,969.00. These shares represented shares held by Samsara LP for the exclusive benefit of limited partners who had redeemed their respective interests in Samsara LP and in which neither Samsara GP nor Dr. Akkaraju had any economic interest. These purchases were for cash and were funded by capital contributions from the general and limited partners of Samsara Opportunity Fund.
Item 5.	Interest in Securities of the Issuer
(a)	Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D/A set forth the aggregate number of shares of common stock and percentages of the shares of common stock beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon 23,792,278 shares of common stock outstanding as of May 5, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 12, 2026, and giving effect to stock options, to the extent exercisable within 60 days hereof, as referenced herein. The Reporting Persons' ownership of the Issuer's securities consists of (i) 10,657,028 shares of common stock directly held by Samsara LP; (ii) 14,937 shares of common stock directly held by Samsara GP; (iii) 2,224,147 shares of common stock directly held by Samsara Opportunity Fund; (iv) 4,471 shares of common stock directly held by Samsara BioCapital Partners, L.P. ("Samsara BioCapital Partners"); and (v) 8,000 stock options (right to buy) that are currently vested or scheduled to vest within 60 days of this filing held by Dr. Akkaraju. Samsara GP is the sole general partner of Samsara LP and Dr. Akkaraju is the managing member of Samsara GP. Each of Samsara GP and Dr. Akkaraju possesses power to direct the voting and disposition of the securities held by Samsara LP and Samsara GP. Samsara Opportunity GP is the sole general partner of Samsara Opportunity Fund and Dr. Akkaraju is the managing member of Samsara Opportunity GP. Each of Samsara Opportunity GP and Dr. Akkaraju possesses power to direct the voting and disposition of the securities held by Samsara Opportunity Fund. Dr. Akkaraju is the managing member of the general partner of Samsara BioCapital Partners and possesses power to direct the voting and disposition of the securities held by Samsara BioCapital Partners.
(b)	Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of shares of common stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.
(c)	Except as set forth in Item 3 and below, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days. On May 20, 2026, Samsara LP made a pro rata in-kind distribution for no consideration of an aggregate of 66,906 shares of common stock. Of the shares distributed by Samsara LP, Samsara GP received 14,937 shares of common stock in respect of redeemed interests of non-managing members of Samsara GP that were retained by Samsara GP, and Samsara BioCapital Partners received 4,471 shares of common stock which were distributed in respect of the redeemed interest of a limited partner of Samsara LP that has been acquired by Samsara BioCapital Partners.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by any of the Reporting Persons.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13D/A filed with the SEC on December 22, 2025).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Samsara BioCapital, L.P.

Signature:	/s/ Srinivas Akkaraju
Name/Title:	By Samsara BioCapital GP, LLC, its General Partner, By Srinivas Akkaraju, Managing Member
Date:	05/22/2026

Samsara BioCapital GP, LLC

Signature:	/s/ Srinivas Akkaraju
Name/Title:	By Srinivas Akkaraju, Managing Member
Date:	05/22/2026

Samsara Opportunity Fund, L.P.

Signature:	/s/ Srinivas Akkaraju
Name/Title:	By Samsara Opportunity Fund GP, LLC, its General Partner, By Srinivas Akkaraju, Managing Member
Date:	05/22/2026

Samsara Opportunity Fund GP, LLC

Signature:	/s/ Srinivas Akkaraju
Name/Title:	By Srinivas Akkaraju, Managing Member
Date:	05/22/2026

Srinivas Akkaraju

Signature:	/s/ Srinivas Akkaraju
Name/Title:	Srinivas Akkaraju
Date:	05/22/2026

FAQ

What ownership stake in Kalaris Therapeutics (KLRS) does Dr. Srinivas Akkaraju report?

Dr. Srinivas Akkaraju is reported to beneficially own 12,900,583 shares of Kalaris Therapeutics common stock, equal to 54.2% of the 23,792,278 shares outstanding as of May 5, 2026, giving him a controlling interest according to the Schedule 13D amendment.

How many Kalaris Therapeutics (KLRS) shares does Samsara BioCapital, L.P. hold?

Samsara BioCapital, L.P. directly holds 10,657,028 shares of Kalaris Therapeutics common stock, representing 44.8% of the company’s outstanding shares. Voting and dispositive power over these shares is shared through its general partner and related entities managed by Dr. Srinivas Akkaraju.

What transaction occurred between Samsara funds involving Kalaris Therapeutics (KLRS) shares?

On May 20, 2026, Samsara Opportunity Fund purchased 244,300 Kalaris Therapeutics shares from Samsara BioCapital, L.P. in a private sale at $4.83 per share, for a total of $1,179,969. The purchase was funded with capital contributions from the fund’s general and limited partners.

How many Kalaris Therapeutics (KLRS) shares are outstanding according to the filing?

The Schedule 13D amendment bases its ownership percentages on 23,792,278 Kalaris Therapeutics common shares outstanding as of May 5, 2026, as reported in the company’s Form 10-Q filed May 12, 2026, including stock options exercisable within 60 days where relevant.

What did Samsara LP distribute in-kind related to Kalaris Therapeutics (KLRS) shares?

Samsara LP made a pro rata in-kind distribution of 66,906 Kalaris Therapeutics shares for no consideration. From this distribution, Samsara BioCapital GP received 14,937 shares and Samsara BioCapital Partners, L.P. received 4,471 shares, reallocating interests associated with redeemed limited partner positions.

How many Kalaris Therapeutics (KLRS) stock options does Dr. Akkaraju hold?

Dr. Akkaraju holds 8,000 Kalaris Therapeutics stock options that are vested or scheduled to vest within 60 days of the filing. These options are described as rights to buy common stock and are included in his reported beneficial ownership in the amended Schedule 13D.