| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | KLRS | Stock Option (right to buy) | Award | +477K | 477K | Mar 18, 2025 | Common Stock | 477K | $0.85 | Direct | F1, F2, F3 |
| Id | Content |
|---|---|
| F1 | Stock option assumed in connection with the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 7, 2024 (the "Merger Agreement"), by and among the Issuer, Aurora Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer, and Kalaris Tx, Inc. (previously named Kalaris Therapeutics, Inc.), a Delaware corporation ("KTx"), in exchange for an outstanding option to purchase shares of KTx pursuant to the terms and conditions of the Merger Agreement (such transaction, the "Merger"). |
| F2 | This option vests over four years beginning on the vesting commencement date of March 4, 2024, with 25% of the shares underlying the option having vested on March 4, 2025, and an additional 1/48th the shares underlying the option vesting at the end of each successive one-month period thereafter. |
| F3 | Pursuant to the terms of the Merger Agreement, as of the effective time of the Merger, each outstanding option to purchase shares of KTx common stock, whether or not vested, was converted into an option to acquire shares of common stock of the Issuer, with necessary adjustments to the number of shares and exercise price to reflect an exchange ratio equal to 0.2016 per share, on the same terms and conditions as were applicable immediately prior to the effective time of the Merger. |
President and Chief Executive Officer