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): ~~June~~ July 3, 2026

KALARIS THERAPEUTICS, 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.)

Kalaris Therapeutics, Inc.

400 Connell Drive, Suite 5500 ~~Berkeley Heights, New Jersey 07922 (Address of principal executive offices, including zip code)~~

Berkeley Heights, New Jersey 07922

(Address of principal executive offices, including zip code)

(650) 249-2727

(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~~TradingSymbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		KLRS		The Nasdaq Global 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. ☐

Item 5.0702. ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Kalaris~~Resignation ~~Therapeutics, Inc. (the “Company”) held its 2026 Annual Meeting~~ of ~~Stockholders~~Director ~~on June 3, 2026. The following is a summary of the matters voted on at that meeting.~~

1.On ~~The~~July 3, ~~stockholders~~2026, ofMorana ~~the~~Jovan-Embiricos, ~~Company~~Ph.D., ~~elected~~notified ~~Napoleone~~Kalaris ~~Ferrara~~Therapeutics, MInc.~~D.,~~ ~~David~~(the ~~Hallal~~“Company”) ~~and~~of ~~Leone~~her ~~Patterson~~decision to resign as ~~Class~~a ~~III~~member of the Company’s board of directors (the “Board”), ~~each~~effective toimmediately. ~~serve~~With ~~for~~the aresignation, ~~three~~Dr. Jovan-~~year~~Embiricos ~~term~~also ~~expiring~~resigned atas ~~the~~a ~~2029~~member ~~annual~~of ~~meeting~~the Audit Committee of ~~stockholders~~the ~~and~~Board ~~until~~(the ~~his~~“Audit orCommittee”). ~~her~~Dr. Jovan-Embiricos ~~respective~~informed ~~successor~~the ~~has~~Company ~~been~~that ~~duly~~her ~~elected~~resignation ~~and~~was ~~qualified.~~not ~~The~~related ~~results~~to ofany disagreement with the ~~stockholders’~~Company ~~vote~~on ~~with~~any ~~respect~~matter relating to ~~such~~its ~~matter~~operations, ~~were~~policies asor ~~follows:~~practices.

	For		Withheld		Broker Non-Votes
Napoleone Ferrara, M.D.		15,619,403		733,571		3,420,470
David Hallal		15,623,189		729,785		3,420,470
Leone Patterson		15,858,093		494,881		3,420,470

Election of New Director

2.On ~~The~~July 3, ~~stockholders~~2026, upon the recommendation of the ~~Company~~Nominating ~~approved,~~and onCorporate aGovernance ~~non-binding~~Committee ~~advisory~~of ~~basis~~the Board, the ~~compensation~~Board elected Laurie Keating to serve as a member of the ~~Company’s~~Board, ~~named~~effective ~~executive~~as ~~officers~~of August 1, 2026. ~~The~~Ms. Keating ~~results~~will ofserve as a Class I director with a term expiring at the 2027 annual meeting of stockholders’ ~~vote,~~and onthereafter auntil ~~non-binding~~her ~~advisory~~successor ~~basis~~has been duly elected and qualified or until her earlier resignation, ~~with~~death ~~respect~~or removal. The Board also elected Ms. Keating to ~~such~~serve ~~matter~~as ~~were~~a member of the Audit Committee, effective as ~~follows:~~of August 1, 2026.

For		Against		Abstain		Broker Non-Votes
15,852,844		495,763		4,366		3,420,470

There are no arrangements or understandings between Ms. Keating and any other persons pursuant to which she was elected as a director. Ms. Keating has no family relationships with any of the Company’s directors or executive officers. There are no transactions and no proposed transactions between Ms. Keating and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

3Ms. Keating ~~The~~will ~~stockholders~~be ofentitled ~~the~~to ~~Company~~compensation ~~recommended,~~for onher service as a non-~~binding~~employee ~~advisory~~director ~~basis~~in accordance with the Company’s non-employee director compensation policy. In accordance with the policy, ~~that~~effective ~~future~~August 1, ~~advisory~~2026 ~~votes~~(the on“Grant Date”), Ms. Keating will be granted an option to purchase 18,000 shares of the ~~compensation~~Company’s common stock at an exercise price equal to the fair market value of the Company’s ~~named~~common ~~executive~~stock ~~officers~~on bethe ~~held~~Grant ~~every~~Date, ~~year.~~which ~~The~~option ~~results~~will vest in equal monthly installments from the Grant Date until the third anniversary of the ~~stockholders~~Grant Date, subject to Ms. Keating’s ~~vote~~continued service. In the event of a change in control of the Company, onthe vesting schedule of the option will accelerate in full. In addition, Ms. Keating will receive annual cash compensation of $40,000 as a ~~non-binding~~member ~~advisory~~of ~~basis~~the Board, ~~with~~additional ~~respect~~annual tocash ~~such~~compensation ~~matter~~of ~~were~~$7,500 as ~~follows:~~a member of the Audit Committee, annual equity grants in accordance with the non-employee director compensation policy and reimbursement for reasonable travel and out-of-pocket expenses incurred in connection with attending Board and committee meetings.

One Year		Two Years		Three Years		Abstain		Broker Non- Votes
16,336,117		875		11,154		4,827		3,420,470

Ms. Keating 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. Keating 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.

After taking into consideration the foregoing voting results, the Board of Directors of the Company intends to hold future advisory votes on the compensation of the Company’s named executive officers every year.

4. The stockholders of the Company ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the stockholders’ vote with respect to such matter were as follows:

For		Against		Abstain
19,771,260		1,583		601

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.~~	KALARIS THERAPEUTICS, INC.
Date: June 4, 2026	By:	/s/ Andrew Oxtoby
Date: July 6, 2026	By:	/s/ Andrew Oxtoby
	Name:	Andrew Oxtoby
	Title:	Chief Executive Officer

Filing Compare · Kalaris Therapeutics, Inc.