Kalaris Therapeutics (KLRS) Proxy Filing summary

Executive summary

• Special Meeting scheduled for January 9, 2025, via live webcast to consider key proposals.

• Main agenda: approval of a reverse stock split and potential adjournment to solicit more proxies if needed.

• Reverse stock split aims to increase share price to meet Nasdaq listing requirements and facilitate a pending merger.

• Board recommends voting in favor of both proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve an amendment to effect a reverse stock split at a ratio between 1-for-15 and 1-for-35, at the Board's discretion, any time before January 10, 2026.

• Proposal 2: Approve adjournment of the meeting if more time is needed to solicit votes for the reverse stock split.

• Board unanimously recommends voting FOR both proposals.

• Only stockholders as of December 5, 2024, are eligible to vote.

• Stockholder proposals for the next annual meeting must be received between February 6 and March 8, 2025.

Board of directors and corporate governance

• Board retains discretion to determine the exact reverse split ratio and timing.

• No other business is planned for the meeting; any new business will be handled at the presiding officer's discretion.