AlloVir and Kalaris Therapeutics announce all-stock merger to focus on retinal diseases

(Image Credit: AdobeStock/Aan)

AlloVir, Inc. has entered into a definitive merger agreement to combine with Kalaris Therapeutics in an all-stock transaction. Under the terms of the agreement, AlloVir will acquire 100% of the outstanding equity interest of Kalaris.

According to the press release¹, upon completion of the merger, pre-Merger AlloVir stockholders are expected to own approximately 25.05% of the combined company and pre-Merger Kalaris stockholders are expected to own approximately 74.95% of the combined company, subject to certain adjustments described in the merger agreement. Upon closing, the combined company is expected to have approximately $100 million in cash, which is expected to be sufficient to fund the combined company’s operating expenses and capital expenditure requirements into the fourth quarter of 2026. After closing, the combined company is expected to operate under the name Kalaris Therapeutics, Inc. and trade on Nasdaq under the ticker symbol “KLRS.”

David Hallal, Chairman of the Board of AlloVir, spoke to the benefits this merger will have, saying, "On behalf of the AlloVir board, I am thrilled that we have entered into this transformational merger agreement with Kalaris. The combination of our financial resources, with Kalaris’ TH103 asset from the lab of the renowned Napoleone Ferrara, will help accelerate the clinical development of TH103 for neovascular age-related macular degeneration (nAMD) as well as other diseases such as diabetic macular edema (DME) and retinal vein occlusion (RVO). I am also looking forward to once again working with many members of the Kalaris board and management team with the goal of again ushering in a new era for the retina community by delivering an innovation for targeted VEGF inhibition.”¹

Diana Brainard, CEO of AlloVir, also shared her thoughts on the benefits of this merger in the press release1, saying, “AlloVir ran a thorough and strategic process, and we believe that this transaction represents the company’s commitment to delivering value to the AlloVir stockholders. Kalaris is strongly positioned with an innovative clinical stage asset with the potential to disrupt the large anti-VEGF market, with near-term, value-inflecting milestones and a well-credentialed management team to lead the combined company.”

Phase 1 clinical trial of TH103

Kalaris was founded by Samsara BioCapital and is focused on development of TH103, a novel, differentiated anti-VEGF investigational therapy. TH103 is a fully humanized, recombinant fusion protein currently being evaluated in an ongoing, Phase 1 clinical trial for the treatment of nAMD, with plans to develop TH103 for other neovascular and exudative diseases of the retina. TH103 acts against VEGF as a decoy receptor and has been engineered for improved VEGF inhibition and longer retention in the retina.¹

Enrollment in Kalaris’ Phase 1 clinical trial of TH103 has commenced, with initial data expected in the third quarter of 2025. The clinical trial is investigating TH103 in treatment-naïve patients that have been diagnosed with nAMD. The goals of the clinical trial are to evaluate safety, PK/PD, determine a maximum tolerated dose, and assess preliminary data supporting the anti-VEGF effect of TH103 on fluid and visual acuity.¹

Reference:

1. AlloVir and Kalaris Therapeutics Announce Agreement for Transformational Merger to Create Company Focused on Diseases of the Retina. November 8, 2024. Accessed November 18, 2024. https://www.globenewswire.com/news-release/2024/11/08/2977479/0/en/AlloVir-and-Kalaris-Therapeutics-Announce-Agreement-for-Transformational-Merger-to-Create-Company-Focused-on-Diseases-of-the-Retina.html