[SCHEDULE 13G/A] Kalaris Therapeutics, Inc. SEC Filing
Invus Reports 1.5% Passive Stake in Kalaris Therapeutics (KLRS)
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).
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.
Positive
None.
Negative
None.
Insights
TL;DR Passive filing shows Invus owns only 1.5 % of KLRS; limited strategic implication, neutral for valuation.
The amendment confirms Invus and related vehicles collectively control 282.6 k shares. Falling under 5 % eliminates 13D activism concerns and signals a non-control, portfolio-style holding. Given KLRS’ 18.7 m share base, Invus’ exit or accumulation would unlikely move governance or liquidity materially. No purchase/sale prices or prior percentage are provided, so trend analysis is impossible. Overall impact on share price or strategic direction appears minimal.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
482929106
1
Names of Reporting Persons
Invus Public Equities, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
BERMUDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
282,586.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
282,586.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
282,586.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.5 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
482929106
1
Names of Reporting Persons
Invus Public Equities Advisors, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
282,586.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
282,586.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
282,586.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.5 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
482929106
1
Names of Reporting Persons
Invus Global Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
282,586.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
282,586.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
282,586.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.5 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
482929106
1
Names of Reporting Persons
Siren, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
282,586.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
282,586.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
282,586.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.5 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
482929106
1
Names of Reporting Persons
Raymond Debbane
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
PANAMA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
282,586.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
282,586.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
282,586.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.5 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Kalaris Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
628 Middlefield Road, Palo Alto, CA 94301
Item 2.
(a)
Name of person filing:
See Item 2(c) below.
(b)
Address or principal business office or, if none, residence:
See Item 2(c) below.
(c)
Citizenship:
(i) Invus Public Equities, L.P. ("Invus Public Equities")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Bermuda limited partnership
(ii) Invus Public Equities Advisors, LLC ("Invus PE Advisors")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(iii) Invus Global Management, LLC ("Global Management")
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(iv) Siren, L.L.C. ("Siren")
c/o The Invus Group, LLC, 750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Delaware limited liability company
(v) Mr. Raymond Debbane
750 Lexington Avenue, 30th Floor, New York, NY 10022
Citizenship: Panama
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
(d)
Title of class of securities:
Common Stock, $0.0001 par value per share
(e)
CUSIP No.:
482929106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of June 30, 2025, Invus Public Equities directly held 282,586 shares of Common Stock, $0.0001 par value per share (the "Shares") of Kalaris Therapeutics, Inc., formerly known as Allovir, Inc. (the "Issuer"). Invus PE Advisors, as the general partner of Invus Public Equities, controls Invus Public Equities and, accordingly, may be deemed to beneficially own the Shares directly held by Invus Public Equities. Global Management, as the managing member of Invus PE Advisors, controls Invus PE Advisors and, accordingly, may be deemed to beneficially own the Shares that Invus PE Advisors may be deemed to beneficially own. Siren, as the managing member of Global Management, controls Global Management and, accordingly, may be deemed to beneficially own the Shares that Global Management may be deemed to beneficially own. Mr. Raymond Debbane, as the managing member of Siren, controls Siren and, accordingly, may be deemed to beneficially own the Shares that Siren may be deemed to beneficially own.
(b)
Percent of class:
As of June 30, 2025, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of Shares listed on such Reporting Person's cover page. Calculations of the percentage of Shares beneficially owned are based on 18,702,418 Shares outstanding as of June 25, 2025, based on information provided by the Issuer in its Form DEF14A filed with the Securities and Exchange Commission on July 1, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See each cover page hereof.
(ii) Shared power to vote or to direct the vote:
See each cover page hereof.
(iii) Sole power to dispose or to direct the disposition of:
See each cover page hereof.
(iv) Shared power to dispose or to direct the disposition of:
See each cover page hereof.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
Invus Public Equities, L.P.
Signature:
/s/ Raymond Debbane
Name/Title:
Raymond Debbane, President of Invus Public Equities Advisors, LLC, its general partner
