On January 9, 2025, the board of directors (the “Board”) of AlloVir, Inc. (“AlloVir”) determined to effect a one-for-twenty-three (1-for-23) reverse stock split of AlloVir’s common stock, par value
$0.0001 per share (the “Common Stock”).
The reverse stock split ratio approved by the Board is within the previously disclosed range of ratios
for a reverse stock split authorized by the stockholders of AlloVir at the Special Meeting of Stockholders of AlloVir held on January 9, 2025.
The
reverse stock split will take effect at 4:05 p.m. Eastern Time on January 15, 2025, and AlloVir’s Common Stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market as of the opening of trading on January 16, 2025.
The CUSIP number of 019818202 will be assigned to AlloVir’s Common Stock when the reverse stock split becomes effective.
No fractional shares will
be issued in connection with the reverse stock split. Stockholders who would otherwise hold a fraction of a share of Common Stock of AlloVir will receive a cash payment in lieu thereof at a price equal to that fraction of a share to which the
stockholder would otherwise be entitled, multiplied by the closing price of AlloVir’s Common Stock on Nasdaq on January 15, 2025 (as adjusted for the reverse split).
No Offer or Solicitation
This communication does not
constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities nor a solicitation of any vote or approval with respect to the proposed merger or otherwise, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, and otherwise in accordance with applicable law.
Additional Information and Where
to Find It
This communication relates to the reverse stock split in connection with the proposed merger involving AlloVir and Kalaris Therapeutics,
Inc. (“Kalaris”). In connection with the proposed merger and reverse stock split, AlloVir has filed relevant materials with the SEC, including a definitive proxy statement regarding the reverse stock split (the “Reverse Split Proxy
Statement”), a registration statement on Form S-4 (the “Form S-4”) which contains a proxy statement (the “Merger Proxy Statement,” together with
the Reverse Split Proxy Statement, collectively, the “Proxy Statements”) and prospectus. This communication is not a substitute for the Form S-4, the Proxy Statements or for any other document that
AlloVir may file with the SEC and or send to AlloVir’s stockholders in connection with the proposed merger and the reverse stock split. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF ALLOVIR ARE URGED TO READ THE FORM S-4, THE PROXY STATEMENTS