AlloVir has entered into a definitive agreement for the acquisition of the complete outstanding shares of Kalaris Therapeutics, to create a new entity focused on developing therapies for retinal diseases.
Upon completion of the all-stock transaction, AlloVir shareholders will own nearly 25.05% and Kalaris shareholders approximately 74.95% of the merged business.
The boards of directors of both AlloVir and Kalaris have approved the transaction, which is anticipated to conclude in the first quarter (Q1) of 2025, subject to the receipt of necessary approvals.
Following the deal’s closing, the combined entity will operate under the name of Kalaris Therapeutics, with roughly $100m in cash reserves.
These funds are expected to support the operations and capital expenditures of the newly formed entity until Q4 2026.
Upon completion of the merger, the combined company will be led by current Kalaris CEO Andrew Oxtoby, as well as its COO Jeffrey Nau and Matthew Feinsod, who will serve as the medical lead.
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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 [vascular endothelial growth factor therapy] market, with near-term, value-inflecting milestones and a well-credentialed management team to lead the combined company.”
Kalaris focuses on developing retinal disease therapies, with its asset TH103 currently being analysed in a Phase I clinical trial for treating neovascular age-related macular degeneration.
The company intends to assess the anti-VEGF therapy for other neovascular and exudative retinal diseases in the future.
AlloVir board chair 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).”
