Allovir, Inc. Files 8-K on Security Holder Vote Matters

TL;DR

Allovir (ALVR) is having a shareholder vote.

AI Summary

On January 9, 2025, Allovir, Inc. filed an 8-K report indicating a submission of matters to a vote of security holders. The company, formerly known as ViraCyte, Inc., is incorporated in Delaware and its principal executive offices are located at 1100 Winter Street, Waltham, MA.

Why It Matters

This filing signals that Allovir, Inc. is engaging in a process that requires shareholder approval, which could impact the company's future strategic decisions or corporate structure.

Risk Assessment

Risk Level: low — The filing is a routine procedural report regarding a vote of security holders and does not disclose any immediate financial or operational risks.

Key Numbers

• 001-39409 — SEC File Number (Allovir's SEC filing identifier)
• 83-1971007 — IRS Number (Allovir's Employer Identification Number)

Key Players & Entities

• Allovir, Inc. (company) — Registrant
• ViraCyte, Inc. (company) — Former Company Name
• January 9, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 1100 Winter Street, Waltham, MA (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share ALVR The Nasdaq

Filing Documents

• d899696d8k.htm (8-K) — 33KB
• 0001193125-25-004091.txt ( ) — 159KB
• alvr-20250109.xsd (EX-101.SCH) — 3KB
• alvr-20250109_lab.xml (EX-101.LAB) — 18KB
• alvr-20250109_pre.xml (EX-101.PRE) — 11KB
• d899696d8k_htm.xml (XML) — 4KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2025 ALLOVIR, INC. (Exact name of registrant as specified in its charter) Delaware 001-39409 83-1971007 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) AlloVir, Inc. P.O. Box 44 1661 Massachusetts Avenue Lexington , MA 02420 (Address of principal executive offices, including zip code) (617) 433-2605 (Registrant's telephone number, including area code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.0001 par value per share ALVR The Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( 240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item5.07 Submission of Matters to a Vote of Security Holders. At a special meeting of stockholders (the "Special Meeting") of AlloVir, Inc. ("AlloVir") held on January 9, 2025, the following proposals were submitted to the stockholders of AlloVir: Proposal 1: To approve an amendment to AlloVir's Third Amended and Restated Certificate of Incorporation, as amended (the "Charter"), in the form attached to AlloVir's definitive proxy statement for the Special Meeting, filed with the Securities Exchange Commission on December 6, 2024 (the "Reverse Split Proxy Statement"), to, at the discretion of AlloVir's Board of Directors (the "Board"), effect a reverse stock split with respect to AlloVir's issued and outstanding shares of common stock, par value $0.0001 per share ("Common Stock"), including any Common Stock held by AlloVir 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 AlloVir's stockholders (the "Reverse Stock Split" and such proposal is referred to as the "Reverse Stock Split Proposal") and included in a public announcement. Proposal 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 (such proposal is referred to as the "Adjournment Proposal"). For more information about the foregoing proposals, see the Reverse Split Proxy Statement. At the Special Meeting, there were, represented in person or by proxy, shares of common stock representing 108,601,328 votes, or approximately 93.97% of the voting power on December 5, 2024, or the record date for the Special Meeting, constituting a quorum. The number of votes cast for, against, or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such proposal is set forth below: Proposal 1: Reverse Stock Split Proposal AlloVir's stockholders approved an amendment to the Charter to effect a reverse stock split of AlloVir's outstanding shares of common stock by a ratio of any whole number between 1-for-15 and 1-for-35, at any time prior to January 10, 2026, with the exact ratio to be set within that range at the discretion of AlloVir's Board of Directors, without further approval or authorization of its stockholders. Votes For Votes Against Votes Abstaining 96,216,120 12,082,172 303,036 Proposal 2: Adjournment Proposal Since there were sufficient votes at the time of the Special Meeting to approve the Reverse Stock Split Proposal, the Adjournment Proposal was not called for at the Special Meeting. Timing of Reverse Stock Split The timing and exact ratio of the Reverse Stock Split will be determined by the Board without furthe

View Full Filing

View this 8-K filing on SEC EDGAR