AlloVir Inc美股招股说明书(2025-02-10版)

YOUR VOTE IS VERY IMPORTANT To the Stockholders of AlloVir, Inc. and Kalaris Therapeutics, Inc., AlloVir, Inc., a Delaware corporation (“AlloVir”), and Kalaris Therapeutics, Inc., a Delaware corporation(“Kalaris”), entered into an Agreement and Plan of Merger (the “merger agreement”) on November 7, 2024,pursuant to which, among other matters, Aurora Merger Sub, Inc., a wholly-owned subsidiary of AlloVir (“MergerSub”), will merge with and into Kalaris, with Kalaris surviving as a wholly-owned subsidiary of AlloVir (suchtransaction, the “merger”). Upon completion of the merger, AlloVir is expected to change its name to KalarisTherapeutics, Inc. AlloVir following the merger is referred to herein as the “combined company”. At the effective time of the merger (the “effective time”), (a) each share of Kalaris’ common stock, par value$0.00001 per share (“Kalaris common stock”), issued and outstanding (after giving effect to the Kalaris preferredstock conversion (as defined below)) (excluding shares (i) held as treasury stock and automatically cancelledpursuant to the merger agreement, (ii) owned, directly or indirectly, by AlloVir or Merger Sub immediately prior tothe effective time or (iii) as to which appraisal rights have been properly exercised in accordance with Delaware law,but including restricted shares of Kalaris common stock that are unvested and outstanding immediately prior to theeffective time and any shares expressly excluded in the definition of Kalaris outstanding shares (as defined below))will be converted into and become exchangeable for the right to receive a number of shares of AlloVir commonstock, par value $0.0001 per share (“AlloVir common stock”), based on a ratio calculated in accordance theexchange ratio described in more detail in the section titled “The Merger Agreement—Exchange Ratio” beginningon page 220 of the accompanying proxy statement/prospectus; (b) all of Kalaris’ preferred stock, par value $0.00001per share, will be converted into Kalaris common stock in accordance with, and pursuant to the terms and conditionsof the organizational documents of Kalaris (the “Kalaris preferred stock conversion”); (c) each award of restrictedshares of Kalaris common stock that is unvested and outstanding will be converted into and become exchangeablefor the right to receive a number of restricted shares of AlloVir common stock based on the exchange ratio; and(d) each outstanding option to purchase shares of Kalaris common stock granted by Kalaris under its 2019 EquityIncentive Plan, as amended, will be converted into an option to acquire a number of shares of AlloVir common stockbased on the exchange ratio. As of January 15, 2025, the exchange ratio of shares of Kalaris common stock for AlloVir common stock isestimated to be approximately 0.2198 (after giving effect to the reverse stock split (as defined below)). This estimateis subject to adjustment prior to closing for the number of outstanding shares of AlloVir’s common stock and Kalaris’ common stock, in each case as of immediately prior to the effective time, and AlloVir’s net cash at the cashdetermination time (and as a result, AlloVir stockholders could own more, and Kalaris stockholders could own less,or vice versa, of the combined company). The exchange ratio assumes (a) a valuation of AlloVir at $116 million,subject to adjustment if AlloVir’s net cash at the closing of the merger exceeds or falls below $100 million by morethan $1 million. In such a case, AlloVir’s valuation will be adjusted on a dollar-for-dollar basis by the differencebetween (i) its net cash at the closing of the merger and (ii) $100 million, and (b) a valuation for Kalaris at $347million. Table of Contents The estimated aggregate number of shares of common stock that AlloVir expects to issue to Kalaris’ securityholdersat the closing of the merger is 14,813,231 shares, assuming the merger occurred as of January 15, 2025 andassuming the conversion of all outstanding Kalaris convertible promissory notes, including accrued interest, intoshares of Kalaris common stock immediately prior to the effective time (after giving effect to the Kalaris preferredstock conversion, as applicable), and which excludes an estimated 344,579 shares of AlloVir common stockexpected to be issued at the closing of the merger following conversion of the Kalaris convertible promissory notesthat are expected to be issued in the additional permitted bridge financing (as defined below) into shares of Series B-2 preferred stock of Kalaris immediately prior to the effective time, excluding accrued interest. Under the terms of the merger agreement, as of immediately prior to the effective time, (a) each unexercised andoutstanding AlloVir stock option with an exercise price per share equal to or greater than $92.00 (after giving effectto the reverse stock split) will be cancelled for no consideration and all other unexpired, unexercised and unvestedAlloVir stock options will accelerate in full