Kalaris Therapeutics (KLRS) M&A Announcement summary

Deal rationale and strategic fit

• The merger aims to create a company focused on developing innovative therapies for retinal diseases, leveraging TH103, a novel anti-VEGF therapy designed by Dr. Napoleone Ferrara, to address significant unmet needs in a $14 billion and growing global market.

• The combined entity will leverage deep ophthalmology expertise and a proven track record in developing and commercializing retinal therapies.

• TH103 offers longer-acting and increased anti-VEGF activity, aiming to improve outcomes in neovascular and exudative retinal diseases, with initial Phase 1 data expected in Q3 2025.

Financial terms and conditions

• AlloVir will acquire 100% of Kalaris in an all-stock transaction; pre-merger AlloVir stockholders will own approximately 25.05% and Kalaris stockholders 74.95% of the combined company, subject to adjustments.

• The combined company is expected to have about $100 million in cash at closing, providing runway into Q4 2026.

Synergies and expected cost savings

• The merger is expected to create significant value for patients and shareholders by accelerating the development of TH103 and leveraging combined management expertise.