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AlloVir and Kalaris Therapeutics Announce Agreement for Transformational Merger to Create Company Focused on Diseases of the Retina
ALVRAlloVir(ALVR) GlobeNewswire News Room·2024-11-08 11:00

Merger and Transaction Details - AlloVir and Kalaris Therapeutics have entered into a definitive merger agreement in an all-stock transaction, with AlloVir acquiring 100% of Kalaris' equity [1] - Post-merger, AlloVir stockholders are expected to own approximately 25.05% of the combined company, while Kalaris stockholders will own approximately 74.95% [1] - The combined company is expected to have a cash balance of approximately 100millionatclosing,anticipatedinQ12025,providingacashrunwayintoQ42026[1]−ThetransactionhasbeenapprovedbytheBoardsofDirectorsofbothcompaniesandissubjecttocustomaryclosingconditions,includingstockholderapprovalsandregulatoryclearances[7]TH103andClinicalDevelopment−TH103,anovelanti−VEGFtherapydevelopedbyDrNapoleoneFerrara,hasdemonstratedlonger−actingandincreasedanti−VEGFactivityinpreclinicalstudiescomparedtoaflibercept[1]−TH103iscurrentlyinaPhase1clinicaltrialforneovascularage−relatedmaculardegeneration(nAMD),withinitialdataexpectedinQ32025[1][5]−Thetherapyisdesignedasafullyhumanized,recombinantfusionproteinactingasadecoyreceptoragainstVEGF,withimprovedVEGFinhibitionandlongerretentionintheretina[1][4]−Theglobalbrandedanti−VEGFretinalmarketisvaluedatapproximately100 million at closing, anticipated in Q1 2025, providing a cash runway into Q4 2026 [1] - The transaction has been approved by the Boards of Directors of both companies and is subject to customary closing conditions, including stockholder approvals and regulatory clearances [7] TH103 and Clinical Development - TH103, a novel anti-VEGF therapy developed by Dr Napoleone Ferrara, has demonstrated longer-acting and increased anti-VEGF activity in preclinical studies compared to aflibercept [1] - TH103 is currently in a Phase 1 clinical trial for neovascular age-related macular degeneration (nAMD), with initial data expected in Q3 2025 [1][5] - The therapy is designed as a fully humanized, recombinant fusion protein acting as a decoy receptor against VEGF, with improved VEGF inhibition and longer retention in the retina [1][4] - The global branded anti-VEGF retinal market is valued at approximately 14 billion, with TH103 potentially offering a meaningful advance in treatment [1][2] Management and Governance Post-Merger - The combined company will be led by Kalaris' current CEO Andrew Oxtoby, COO Jeffrey Nau, and Medical Lead Matthew Feinsod [6] - The board of directors will be chaired by AlloVir's current Chairman David Hallal, with key members including Kalaris co-founders and industry veterans such as Dr Napoleone Ferrara and Dr Srini Akkaraju [6] - The combined company will operate under the name Kalaris Therapeutics, Inc and trade on Nasdaq under the ticker symbol "KLRS" [1] Market and Therapeutic Potential - TH103 has the potential to disrupt the large anti-VEGF market, with near-term value-inflecting milestones and a well-credentialed management team [2] - The therapy could address unmet medical needs in retinal diseases such as nAMD, diabetic macular edema (DME), and retinal vein occlusion (RVO) [11] - Current anti-VEGF treatments face challenges with real-world patient outcomes due to suboptimal compliance, highlighting the need for longer-acting therapies like TH103 [3] Strategic and Financial Advisors - Leerink Partners is serving as exclusive financial advisor to AlloVir, with Goodwin Procter LLP as legal counsel [8] - Wilmer Cutler Pickering Hale and Dorr LLP is serving as legal counsel to Kalaris [8]