Allovir Inc
For the period ended Sep 30, 2024. Filed Nov 12, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 12, 2024
KLRS$2.42+2.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-30; filed 2024-08-09.
0000950170-24-094380
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-11-12.
0000950170-24-125295
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 122 previous paragraphs and 123 current paragraphs.
96 unchanged; 20 reworded; 6 added; 6 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
After a comprehensive review of strategic alternatives, on Novemeber 7, 2024, we entered into an agreement and plan of merger (the "Merger Agreement") with Kalaris Therapeutics, Inc. ("Kalaris"). Pursuant to the Merger Agreement, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, at the effective time of the Merger, Aurora Merger Sub, Inc., a wholly-owned subsidiary of the Company, will merge with and into Kalaris (the "Merger"), with Kalaris continuing as a wholly-owned subsidiary of the Company and the surviving corporation of the Merger.
Current report
Total other income (loss), net was $1.6 million for the three months ended September 30, 2024, compared to $2.7 million for the three months ended September 30, 2023. The decrease of $1.1 million can be attributed to a decrease in accretion of discounts on short-term investments due to the overall decrease in short-term investments.
Current report
Total other income (loss), net was $5.3 million for the nine months ended September 30, 2024, compared to $6.8 million for the nine months ended September 30, 2023. The decrease of $1.2 million can be attributed to a decrease in accretion of discounts on short-term investments.
Current report
After a comprehensive review of strategic alternatives, on November 7, 2024, we entered into the Merger Agreement with Kalaris. Pursuant to the Merger Agreement, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, at the effective time of the Merger, Aurora Merger Sub, Inc., a wholly-owned subsidiary of the Company, will merge with and into Kalaris, with Kalaris continuing as a wholly-owned subsidiary of the Company and the surviving corporation of the Merger. The closing of the Merger is subject to approval by our stockholders and the stockholders of Kalaris and other customary closing conditions. Our future operations are highly dependent on the success of the proposed Merger with Kalaris.
Current report
our ability to successfully consummate the Merger;
Current report
Other Obligations
Removed paragraphs (6)
Previous report
Total other income (loss), net was generally consistent at $1.7 million for the three months ended June 30, 2024, compared to $2.0 million for the three months ended June 30, 2023.
Previous report
Total other income (loss), net was generally consistent at $3.7 million for the six months ended June 30, 2024, compared to $4.1 million for the six months ended June 30, 2023.
Previous report
Operating Leases
Previous report
Operating lease payments represent our commitments for future minimum lease costs under non-cancelable leases for our corporate headquarters in Waltham, MA. Total payments for our operating lease obligations that were contractually due at June 30, 2024 was $11.0 million. In July 2024, we entered into a Termination Agreement with BP Bay Colony LLC which terminates with immediate effect, the existing lease. In consideration of the termination, we have agreed to pay a $7.0 million termination fee. For additional details regarding our leases, see Note 5 to our condensed consolidated financial statements.
Previous report
Purchase and Other Obligations
Previous report
We enter into contracts in the normal course of business with CROs and other third-party vendors for clinical trials and testing and manufacturing services, which can contain purchase commitments or other noncancelable obligations. Most contracts do not contain minimum purchase commitments and are cancellable by us upon written notice. Payments due upon cancellation consist of payments for services provided or expenses incurred, including non-cancelable obligations of services provided up to one year after the date of cancellation. The amount and timing of such payments are not known.
Reworded paragraphs (20)
Previous wording
In December 2023, we also announced that we would review the detailed datasets from those Phase 3 trials and launch a comprehensive review of strategic alternatives focused on maximizing stockholder value, including, but not limited to, a merger, sale, divestiture of assets, licensing, or other strategic transaction. We expect to devote substantial time and resources to exploring strategic alternatives that our board of directors believes will maximize stockholder value. Despite devoting significant efforts to identify and evaluate potential strategic alternatives, there can be no assurance that this strategic review process will result in us pursuing any transaction or that any transaction, if pursued, will be completed on attractive terms or at all. We have not set a timetable for completion of this strategic review process, and our board of directors has not approved a definitive course of action. Additionally, there can be no assurances that any particular course of action, business arrangement or transaction, or series of transactions, will be pursued, successfully consummated or lead to increased stockholder value, or that we will make any cash distributions to our stockholders. In connection with the evaluation of strategic alternatives and in order maximize capital preservation, we have implemented a plan to reduce our workforce by approximately 95%. This workforce reduction plan was approved in January 2024, and took place primarily during the first quarter of 2024 and was substantially completed by April 15, 2024.
Current wording
In December 2023, we also announced that we would review the detailed datasets from those Phase 3 trials and launch a comprehensive review of strategic alternatives focused on maximizing stockholder value, including, but not limited to, a merger, sale, divestiture of assets, licensing, or other strategic transaction. In connection with the evaluation of strategic alternatives and in order maximize capital preservation, we have implemented a plan to reduce our workforce by approximately 95%. This workforce reduction plan was approved in January 2024, and took place primarily during the first quarter of 2024 and was substantially completed by April 15, 2024.
Previous wording
We have incurred significant operating losses since inception, including net losses of $6.1 million and $36.4 for the three and six months ended June 30, 2024, respectively. As of June 30, 2024, we had an accumulated deficit of $692.6 million.
Current wording
We have incurred significant operating losses since inception, including net losses of $4.1 million and $40.5 for the three and nine months ended September 30, 2024, respectively. As of September 30, 2024, we had an accumulated deficit of $696.7 million.
Previous wording
At June 30, 2024, we had cash, cash equivalents and short-term investments of $129.6 million. Based on current projections, we believe that our existing cash, cash equivalents and short-term investments, will enable us to fund our operating expenses and capital expenditure requirements through at least twelve months following the issuance of these financial statements. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. However, due to the discontinuation of our clinical trials and research activities, as well as our workforce reduction plan, management has concluded that there is a substantial doubt regarding our ability to continue as a going concern for more than twelve months after the date the condensed consolidated financial statements are available to be issued. See “—Liquidity and Capital Resources.”
Current wording
At September 30, 2024, we had cash, cash equivalents and short-term investments of $121.9 million. Based on current projections, we believe that our existing cash, cash equivalents and short-term investments, will enable us to fund our operating expenses and capital expenditure requirements through at least twelve months following the issuance of these financial statements. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. However, due to the discontinuation of our clinical trials and research activities, as well as our workforce reduction plan, management has concluded that there is a substantial doubt regarding our ability to continue as a going concern for more than twelve months after the date the condensed consolidated financial statements are available to be issued. See “—Liquidity and Capital Resources.”
Previous wording
Research and development expenses were $0.1 million for the three months ended June 30, 2024, compared to $34.8 million for the three months ended June 30, 2023. The decrease of $34.7 million was primarily due to the discontinuation of clinical trials and research activities and workforce reduction plan in connection with the Company’s December 2023 announcement of the discontinuation of our three Phase 3 registrational trials and a comprehensive review of strategic alternatives.
Current wording
Research and development expenses were $(0.2) million for the three months ended September 30, 2024, compared to $34.2 million for the three months ended September 30, 2023. The decrease of $34.4 million was primarily due to the discontinuation of clinical trials and research activities and workforce reduction plan in connection with the Company’s December 2023 announcement of the discontinuation of our three Phase 3 registrational trials and a comprehensive review of strategic alternatives. The credit balance in research and development expenses for the three months ended September 30, 2024 is due to a final settlement with our CRO.
Previous wording
General and administrative expenses were $7.2 million for the three months ended June 30, 2024, compared to $12.5 million for the three months ended June 30, 2023. The decrease of $5.3 million was primarily due to the decrease in personnel costs resulting from the workforce reduction plan in connection with the Company’s December 2023 announcement of the discontinuation of its three Phase 3 registrational trials and a comprehensive review of strategic alternatives, as well as a $1.8 million gain on lease remeasurement during the three months ended June 30, 2024.
Current wording
General and administrative expenses were $5.9 million for the three months ended September 30, 2024, compared to $12.8 million for the three months ended September 30, 2023. The decrease of $6.9 million was primarily due to the decrease in personnel costs resulting from the workforce reduction plan in connection with the Company’s December 2023 announcement of the discontinuation of its three Phase 3 registrational trials and a comprehensive review of strategic alternatives, as well as a $1.5 million gain on lease remeasurement during the three months ended September 30, 2024.
Previous wording
Restructuring costs were $0.5 million for the three months ended June 30, 2024, which consist primarily of severance and employee termination costs in connection with the Company's workforce reduction plan.
Current wording
Restructuring costs were $0.1 million for the three months ended September 30, 2024, which consist primarily of severance and employee termination costs in connection with the Company's workforce reduction plan.
Previous wording
Comparison of the six months ended June 30, 2024 and 2023
Current wording
Comparison of the nine months ended September 30, 2024 and 2023
Previous wording
Research and development expenses were $12.3 million for the six months ended June 30, 2024, compared to $65.5 million for the six months ended June 30, 2023. The decrease of $53.3 million was primarily due to the discontinuation of clinical trials and research activities and workforce reduction plan in connection with the Company’s December 2023 announcement of the discontinuation of our three Phase 3 registrational trials and a comprehensive review of strategic alternatives, as well as a $5.6 million gain on lease termination and remeasurement during the six months ended June 30, 2024.
Current wording
Research and development expenses were $12.0 million for the nine months ended September 30, 2024, compared to $99.7 million for the nine months ended September 30, 2023. The decrease of $87.7 million was primarily due to the discontinuation of clinical trials and research activities and workforce reduction plan in connection with the Company’s December 2023 announcement of the discontinuation of our three Phase 3 registrational trials and a comprehensive review of strategic alternatives, as well as a $5.6 million gain on lease termination and remeasurement during the nine months ended September 30, 2024.
Previous wording
General and administrative expenses were $17.8 million for the six months ended June 30, 2024, compared to $25.0 million for the six months ended June 30, 2023. The decrease of $7.2 million was primarily due to the decrease in personnel costs resulting from the workforce reduction plan in connection with the Company’s December 2023 announcement of the discontinuation of our three Phase 3 registrational trials and a comprehensive review of strategic alternatives, as well as a $1.8 million gain on lease remeasurement during the six months ended June 30, 2024.
Current wording
General and administrative expenses were $23.7 million for the nine months ended September 30, 2024, compared to $37.8 million for the nine months ended September 30, 2023. The decrease of $14.1 million was primarily due to the decrease in personnel costs resulting from the workforce reduction plan in connection with the Company’s December 2023 announcement of the discontinuation of our three Phase 3 registrational trials and a comprehensive review of strategic alternatives, as well as a $3.3 million gain on lease remeasurement during the nine months ended September 30, 2024.
Previous wording
Restructuring costs were $10.0 million for the six months ended June 30, 2024, which consist primarily of severance and employee termination costs in connection with our workforce reduction plan.
Current wording
Restructuring costs were $10.1 million for the nine months ended September 30, 2024, which consist primarily of severance and employee termination costs in connection with our workforce reduction plan.
Previous wording
We currently have no ongoing material financing commitments, such as lines of credit or guarantees, that are expected to affect our liquidity over the next five years, other than our manufacturing, licensing and lease obligations described further below.
Current wording
We currently have no ongoing material financing commitments, such as lines of credit or guarantees, that are expected to affect our liquidity over the next five years, other than our licensing agreements described further below.
Previous wording
At June 30, 2024, our cash, cash equivalents and short-term investments were $129.6 million. We believe that our existing cash, cash equivalents and short-term investments will enable us to fund our operating expenses and capital expenditure requirements through at least twelve months following the issuance of these financial statements. However, in light of the discontinuation of all of our clinical trials and research activities, as well as our workforce reduction plan, we have concluded that there is a substantial doubt regarding our ability to continue as a going concern for at least twelve months following the issuance of these financial statements. We have based this estimate on assumptions that may prove to be wrong, and we could expend our capital resources sooner than we expect.
Current wording
At September 30, 2024, our cash, cash equivalents and short-term investments were $121.9 million. We believe that our existing cash, cash equivalents and short-term investments will enable us to fund our operating expenses and capital expenditure requirements through at least twelve months following the issuance of these financial statements. However, in light of the discontinuation of all of our clinical trials and research activities, as well as our workforce reduction plan, we have concluded that there is a substantial doubt regarding our ability to continue as a going concern for at least twelve months following the issuance of these financial statements. We have based this estimate on assumptions that may prove to be wrong, and we could expend our capital resources sooner than we expect.
Previous wording
We expect our research and development expenses to continue to decrease significantly given the discontinuation of our clinical trials and research activities and workforce reduction plan. We will continue to incur costs associated with operating as a public company, and will also incur costs associated with our review of strategic alternatives.
Current wording
We expect our research and development expenses to continue to decrease significantly given the discontinuation of our clinical trials and research activities and workforce reduction plan. We will continue to incur costs associated with operating as a public company, and will also incur costs associated with the Merger.
Previous wording
Net cash used in operating activities was $55.7 million for the six months ended June 30, 2024, reflecting a net loss of $36.4 million and a decrease in our net operating assets and liabilities of $21.9 million, partially offset by non-cash charges of $2.6 million. The change in net operating assets and liabilities was primarily due to a decrease of $25.4 million in accounts payable, accrued expenses, other liabilities and amount due to related party offset by a decrease of $3.3 million in prepaid expenses and other current assets. Non-cash charges primarily consist of stock-based compensation expense of $10.9 million offset by a gain on lease termination and remeasurement of $7.4 million.
Current wording
Net cash used in operating activities was $64.1 million for the nine months ended September 30, 2024, reflecting a net loss of $40.5 million and a decrease in our net operating assets and liabilities of $29.6 million, partially offset by non-cash charges of $5.9 million. The change in net operating assets and liabilities was due to a decrease of $32.7 million in accounts payable, accrued expenses and other liabilities due in large part to the termination of our leases in 2024, offset by a decrease of $2.9 million in prepaid expenses and other current assets. Non-cash charges primarily consist of stock-based compensation expense of $15.9 million offset by a gain on lease termination and remeasurement of $8.9 million
Previous wording
Net cash used in operating activities was $59.2 million for the six months ended June 30, 2023, reflecting a net loss of $86.5 million, partially offset by non-cash charges of $19.5 million. Non-cash charges primarily consist of stock-based compensation expense of $20.3 million. The change in our net operating assets and liabilities of $7.7 million was primarily due to an increase of $4.9 million in accounts payable, accrued expenses and amount due to related party and an increase of $2.9 million in prepaid expenses and other current assets and prepaid expenses to related party.
Current wording
Net cash used in operating activities was $93.7 million for the nine months ended September 30, 2023, reflecting a net loss of $130.7 million, partially offset by non-cash charges of $32.3 million. Non-cash charges primarily consist of stock-based compensation expense of $30.8 million. The change in our net operating assets and liabilities of $4.7 million was primarily due to an increase of $3.0 million in accounts payable, accrued expenses and amount due to related party and a decrease of $1.9 million in prepaid expenses and other current assets and prepaid expenses to related party.
Previous wording
The $3.5 million decrease in cash used in operating activities for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 was primarily due to the change in net operating assets and liabilities as a result of the December 2023 announcement of the discontinuation of the Company’s three Phase 3 registrational trials.
Current wording
Overall, the $29.6 million decrease in cash used in operating activities for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 was a result of the December 2023 announcement of the discontinuation of the Company’s three Phase 3 registrational trials.
Previous wording
Net cash provided by investing activities was $70.0 million for the six months ended June 30, 2024, which was due to $70.0 million of investment maturities.
Current wording
Net cash provided by investing activities was $90.0 million for the nine months ended September 30, 2024, which was due to investment maturities.
Previous wording
Net cash provided by investing activities was $79.6 million for the six months ended June 30, 2023, , which was primarily due to investment maturities of $93.8 million, partially offset by the purchase of investments of $14.2 million.
Current wording
Net cash provided by investing activities was $12.8 million for the nine months ended September 30, 2023, which was due to investment maturities of $128.8 million, partially offset by the purchase of investments of $116.0 million.
Previous wording
Net cash provided by financing activities was $0.0 million for the six months ended June 30, 2024, which was which was primarily due to proceeds from the issuance of stock under our employee stock purchase plan.
Current wording
Net cash provided by financing activities was $0.0 million for the nine months ended September 30, 2024, which was which was primarily due to proceeds from the issuance of stock under our employee stock purchase plan.
Previous wording
Net cash provided by financing activities was $70.5 million for the six months ended June 30, 2023, which was primarily due to $70.2 million in net proceeds from the issuance of common stock in our public offering and $0.3 million in proceeds from the issuance of stock under our employee stock purchase plan.
Current wording
Net cash provided by financing activities was $70.5 million for the nine months ended September 30, 2023, which was due to $70.2 million in net proceeds from the issuance of common stock in our public offering and $0.3 million in proceeds from the issuance of stock under our employee stock purchase plan.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
the costs and timing of the Merger;