Kalaris Therapeutics (KLRS) Proxy Filing summary

Executive summary

• Special Meeting of Stockholders to be held virtually in 2025 to consider two key proposals.

• Main proposal seeks approval for a reverse stock split at a ratio between 1-for-15 and 1-for-25, at the Board's discretion, any time before January 10, 2026.

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

• Adjournment proposal allows the meeting to be postponed if more time is needed to solicit votes for the reverse split.

• Board unanimously recommends voting in favor of both proposals.

Voting matters and shareholder proposals

• Stockholders will vote on the reverse stock split amendment and, if necessary, on adjourning the meeting to solicit more proxies.

• Approval of the reverse split requires a majority of outstanding shares; adjournment requires a majority of votes cast at the meeting.

• Stockholder proposals for the next annual meeting must be received by December 24, 2024, for inclusion in proxy materials.

Board of directors and corporate governance

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

• Board may adjourn the meeting if insufficient votes are received for the reverse split.

• Board and management have no substantial interest in the proposals beyond their shareholdings.