Kalaris Therapeutics Inc美股招股说明书(2026-04-13版)

PROSPECTUS Common Stock This prospectus relates to the resale from time to time of up to 5,000,000 shares of common stock, par value $0.0001 per share, of KalarisTherapeutics, Inc. by the selling stockholders listed on page 9, including their donees, pledgees, transferees or other successors-in-interest, which sharesconsist of (i) 4,200,000 outstanding shares of our common stock held by the selling stockholders and (ii) 800,000 shares of our common stock issuableupon the exercise of pre-funded warrants to purchase shares of our common stock at an exercise price of $0.0001 per share held by a certain sellingstockholder. We will not receive any proceeds from the sale of the shares offered by this prospectus. However, upon any exercise of the pre-fundedwarrants by payment of cash, we will receive the exercise price of the pre-funded warrants. We have agreed, pursuant to a registration rights agreement that we entered into with the selling stockholders, to bear all of the expenses incurredin connection with the registration of these shares. The selling stockholders will pay or assume discounts, commissions, fees of underwriters, sellingbrokers or dealer managers and similar expenses, if any, incurred for the sale of these shares of our common stock. The selling stockholders identified in this prospectus, or their donees, pledgees, transferees or other successors-in-interest, may offer the sharesfrom time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described in thisprospectus under the caption “Plan of Distribution.” The shares may be sold at fixed prices, at prevailing market prices at the time of sale, at pricesrelated to the prevailing market price, at varying prices determined at the time of sale or at negotiated prices. For a list of the selling stockholders, seethe section entitled “Selling Stockholders” on page 7 of this prospectus. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entireprospectus and any amendments or supplements carefully before you make your investment decision. Our common stock is listed on The Nasdaq Global Market under the symbol “KLRS.” On April10, 2026, the last reported closing sale price ofour common stock on The Nasdaq Global Market was $6.30 per share. You are urged to obtain current market quotations for our common stock. Investing in our common stock involves significant risks. See “Risk Factors” beginning on page 4 of thisprospectus and in the documents incorporated by reference in this prospectus for a discussion of the factors you shouldcarefully consider before deciding to purchase our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Table of Contents TABLE OF CONTENTS PROSPECTUS SUMMARYTHE OFFERINGRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATAUSE OF PROCEEDSSELLING STOCKHOLDERS PLAN OF DISTRIBUTION LEGAL MATTERS EXPERTS WHERE YOU CAN FIND MORE INFORMATION INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE You should rely only on the information contained or incorporated by reference in this prospectus. We have not and the selling stockholders havenot authorized anyone else to provide you with different or additional information from that contained or incorporated by reference in this prospectus.We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The sellingstockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. Youshould assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of thetime of delivery of this prospectus or of any sale of common stock. Our business, financial condition, results of operations and prospects may havechanged since such date. Unless the context otherwise indicates, references in this prospectus to “we,” “our” and “us” refer, collectively, to Kalaris Therapeutics, Inc., aDelaware corporation, and its consolidated subsidiaries. Table of Contents PROSPECTUS SUMMARY This summary highlights, and is qualified in its entirety by, the more detailed information included elsewhere in this prospectus orincorporated by reference in this prospectus. This summary does not contain all of the information that you should consider before investing in ourcommon stock. You should read and carefully consider the entire prospectus, especially the “Risk Factors” section of this prospectus, beforedeciding to invest in our common stock. Our Business We are a clinical stage biopharmaceutical company