Kalaris Therapeutics, a US-based biopharmaceutical company focused on retinal diseases, has agreed to merge with AlloVir to become a publicly traded company.
AlloVir is an allogeneic T-cell immunotherapy company focused on restoring natural immunity against life-threatening viral diseases in paediatric and adult patients.
Under the terms of the merger agreement, AlloVir will acquire all the outstanding equity interest of Kalaris, in an all-stock transaction, with Kalaris as the surviving entity.
The proposed transaction, which has been approved by the Boards of Directors of both companies, is anticipated to close in the first quarter of 2025.
Its closing is subject to approvals by the stockholders of each company, and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Act (HRA), among others.
Upon closing, the combined company will operate under the name Kalaris Therapeutics, and its shares will trade on the US-based stock exchange Nasdaq.
AlloVir stockholders would own around 25.05% of the combined company and Kalaris stockholders around 74.95%, subject to adjustments.
The combined company would have about $100m in cash to fund its operating expenses and capital expenditure requirements into the fourth quarter of 2026.
AlloVir board chairman David Hallal said: “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 Dr 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 oedema (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.”
Founded by Samsara BioCapital, Kalaris develops and commercialises treatments for prevalent retinal diseases, including an investigational anti-VEGF TH103.
TH103 is a recombinant fusion protein currently being evaluated in an ongoing Phase 1 clinical study in treating neovascular age-related macular degeneration (nAMD).
The company plans to develop TH103 for other neovascular and retina diseases.
Kalaris’ CEO Andrew Oxtoby, and chief operating officer Jeffrey Nau will continue in their current positions to lead the combined company, with Matthew Feinsod as medical lead.
AlloVir chairman David Hallal will be appointed as chairman, and Kalaris co-founder and executive chairman Samir Patel as a member of the combined company’s board of directors.
Leerink Partners served as the exclusive financial advisor, Goodwin Procter as legal counsel to AlloVir, and Wilmer Cutler Pickering Hale, Dorr served as legal counsel to Kalaris, on this transaction.
AlloVir CEO Diana Brainard said: “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.”
Kalaris Therapeutics CEO Andrew Oxtoby said: “We believe that TH103 has the potential to be a meaningful advance for patients suffering from a number of neovascular and exudative retinal diseases.”
