Kalaris Therapeutics, Inc.
For the period ended Jan 9, 2025. Filed Dec 6, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jan 9, 2025 · Filed Dec 6, 2024
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DEF 14A 1 d902309ddef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
**(Rule 14a-101) **
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to Section 240.14a-12 |
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ALLOVIR, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|
| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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December 6, 2024
Dear Stockholder:
We are pleased to invite you to attend a Special Meeting of Stockholders of AlloVir, Inc. (the “Special Meeting”). The Special Meeting will be held on January 9, 2025, at 9:00 A.M., Eastern Time via live webcast. You will be able to attend the Special Meeting, vote, and submit your questions during the meeting via live webcast through the link www.virtualshareholdermeeting.com/ALVR2025SM and entering your control number, which can be found on your proxy card.
We have adopted a virtual meeting format to expand access to the meeting, improve communications and impose lower costs on our stockholders, the company and the environment. We believe virtual meetings enable increased stockholder participation from locations around the world.
Enclosed are the following:
| • | Our Notice of Special Meeting of Stockholders (the “Notice”), and proxy statement; and |
| • | A proxy card with a return envelope to record your vote. |
The Notice lists the matters to be considered at the Special Meeting, and the proxy statement describes the matters listed in the Notice.
We intend to mail these proxy materials on or about December 6, 2024 to all stockholders of record entitled to vote at the Special Meeting.
Your vote at the Special Meeting is important. Whether or not you plan to attend the Special Meeting, we ask that you submit your proxy to vote as soon as possible so that your shares are represented at the Special Meeting. We appreciate your participation and your interest in AlloVir, Inc.
Sincerely,
/s/ Diana Brainard
Diana Brainard Chief Executive Officer and Director
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To our Stockholders:
A Special Meeting of Stockholders of AlloVir, Inc. (the “Special Meeting”) will be held on January 9, 2025, at 9:00 A.M. Eastern Time via live webcast, for the following purposes:
| 1. | To approve an amendment to our Third Amended and Restated Certificate of Incorporation, as amended (the “Charter”), in the form attached to the accompanying proxy statement as Annex A, to, at the discretion of our Board of Directors (the “Board”), effect a reverse stock split with respect to our issued and outstanding shares of common stock, par value $0.0001 per share (“Common Stock”), including any Common Stock held by us as treasury shares, at any time prior to January 10, 2026, at a ratio of not less than 1-for-15 and not greater than 1-for-35 (the “Range”), with the ratio within the Range to be determined at the discretion of the Board without further approval or authorization of our stockholders (the “Reverse Stock Split” and such proposal is referred to as the “Reverse Stock Split Proposal”) and included in a public announcement. |
| 2. | To consider and vote upon an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Reverse Stock Split Proposal. |
These items of business are more fully described in the proxy statement accompanying this notice. The record date for the Special Meeting is December 5, 2024. Only stockholders holding shares of our Common Stock as of the close of business on the record date are entitled to notice of, and to vote at, the Special Meeting or any adjournments thereof. If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, MacKenzie Partners, Inc., at (212)929-5500 or (800)322-2885, or by email at proxy@mackenziepartners.com.
We will begin mailing printed copies of our proxy materials to stockholders of record as of the record date on or about December 6, 2024.
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING VIA THE LIVE WEBCAST AND REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE IS VERY IMPORTANT. PLEASE COMPLETE, SIGN AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE SO THAT YOUR SHARES CAN BE VOTED AT THE SPECIAL MEETING IN ACCORDANCE WITH YOUR INSTRUCTIONS.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Diana Brainard
Diana Brainard Chief Executive Officer and Director
Dated: December 6, 2024
Important Notice Regarding the Internet Availability of Proxy Materials for the Company’s Special Meeting of Stockholders to Be Held on January 9, 2025: The Notice of Special Meeting of Stockholders and proxy statement are each available at www.proxyvote.com.
This proxy statement is also available on the Securities and Exchange Commission’s website at www.sec.gov.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.