AlloVir and Kalaris Therapeutics Announce Merger to Form Retina Disease-Focused Company

AlloVir, Inc. (Nasdaq: ALVR) has entered a definitive merger agreement with Kalaris Therapeutics. This merger, structured as an all-stock transaction, will see AlloVir acquire the entire equity stake in Kalaris. Post-merger, the pre-merger stockholders of AlloVir will own approximately 25.05% of the new company, while Kalaris stockholders will hold around 74.95%, subject to specific adjustments outlined in the agreement. The combined entity will operate under the name Kalaris Therapeutics, Inc. and trade on Nasdaq under the ticker "KLRS." Upon closing, which is anticipated in the first quarter of 2025, the merged company expects to have a cash balance of roughly $100 million, sufficient to cover operating expenses and capital requirements until the fourth quarter of 2026.

David Hallal, Chairman of AlloVir, expressed enthusiasm about the merger, highlighting the synergy between AlloVir's financial resources and Kalaris' promising TH103 asset, developed by Dr. Napoleone Ferrara. TH103 is a pioneering therapy for neovascular age-related macular degeneration (nAMD) and other retinal diseases like diabetic macular edema (DME) and retinal vein occlusion (RVO). Hallal is eager to collaborate with members of the Kalaris board and management to advance targeted VEGF inhibition treatments.

Kalaris, a clinical-stage biopharmaceutical firm founded by Samsara BioCapital, is dedicated to developing and commercializing therapies for common retinal diseases. TH103, a novel anti-VEGF therapy developed by Dr. Ferrara, is currently in Phase 1 clinical trials for nAMD, with plans to extend its use to other retinal conditions. TH103 is designed as a decoy receptor for VEGF, offering enhanced inhibition and prolonged retention in the retina.

Diana Brainard, CEO of AlloVir, praised the strategic fit of the merger, emphasizing Kalaris' innovative asset and its potential to disrupt the substantial anti-VEGF market. Brainard noted the near-term milestones and the capable leadership team poised to guide the combined company.

Andrew Oxtoby, CEO of Kalaris, highlighted the promise of TH103 for patients with various retinal diseases. The ongoing Phase 1 clinical trial for TH103 in nAMD patients is set to provide initial data by the third quarter of 2025. The trial aims to evaluate safety, pharmacokinetics, pharmacodynamics, and preliminary anti-VEGF effects on fluid and visual acuity.

Dr. Srini Akkaraju, Managing Partner of Samsara BioCapital and co-founder of Kalaris, underscored the potential of TH103 to significantly advance retinal disease treatment. Dr. Ferrara, the inventor of TH103, emphasized the unique engineering of the fusion protein, which harnesses VEGF Receptor 1 domains for potent anti-VEGF activity and extended ocular presence. This could translate to less frequent dosing and better clinical outcomes.

Post-merger, Kalaris' leadership will include current executives Andrew Oxtoby, Jeffrey Nau, PhD, MMS, and Matthew Feinsod, MD. David Hallal will remain Chairman of the board, which will also include Kalaris co-founders and board members such as Dr. Ferrara and Dr. Akkaraju. Additionally, two new board members will be appointed, one selected by AlloVir and the other mutually agreed upon.

The merger, approved by both companies' boards, is expected to finalize in Q1 2025, pending regulatory approvals and other customary conditions. This transaction underscores both companies' commitment to advancing innovative treatments and delivering value to their stakeholders.