UNITED STATES
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FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 3, 2025, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Kalaris Therapeutics, Inc. (the “Company”), the Board elected Leone Patterson to serve as a member of the Board, effective immediately. Ms. Patterson will serve as a Class III director with a term expiring at the 2026 annual meeting of stockholders and thereafter until her successor has been duly elected and qualified or until her earlier death, resignation or removal. The Board also elected Ms. Patterson to serve as the Chair of the Audit Committee of the Board (the “Audit Committee”). Following Ms. Patterson’s election, the Audit Committee is now comprised of Ms. Patterson (Chair), Anthony Adamis, M.D., and Morana Jovan-Embiricos, Ph.D.
There are no arrangements or understandings between Ms. Patterson and any other persons pursuant to which she was elected as a director. Ms. Patterson has no family relationships with any of the Company’s directors or executive officers. There are no transactions and no proposed transactions between Ms. Patterson and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The Company expects to adopt a new non-employee director compensation program, pursuant to which non-employee directors will be eligible to receive compensation for service on the Board and its committees (the “Non-Employee Director Compensation Program”). The Company expects that Ms. Patterson will receive compensation for her service as a non-employee director of the Company and for her committee service in accordance with the Non-Employee Director Compensation Program, once adopted by the Company.
Ms. Patterson will enter into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 001-39409) filed with the Securities and Exchange Commission on March 18, 2025. Pursuant to the terms of the indemnification agreement, the Company may be required, among other things, to indemnify Ms. Patterson for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by her in any action or proceeding arising out of her service as a director of the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KALARIS THERAPEUTICS, INC. | ||||||
| Date: April 4, 2025 | By: | /s/ Andrew Oxtoby | ||||
| Name: | Andrew Oxtoby | |||||
| Title: | Chief Executive Officer | |||||