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): March 29, 2022
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.
1100 Winter Street
Waltham, Massachusetts 02451
(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 | Trade Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $0.0001 par value per share | ALVR | Nasdaq Global Select 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 29, 2022, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of AlloVir, Inc. (“AlloVir”), the Board appointed Shawn Tomasello to the Board, effectively immediately. Ms. Tomasello will serve as a Class III director until her term expires at the 2023 annual meeting of stockholders at which time she will stand for election by AlloVir’s stockholders. The Board determined that Ms. Tomasello is independent under the listing standards of the Nasdaq Stock Market.
Additionally, on March 29, 2022, John Wilson notified the Board that he will be retiring from the Board and will not stand for re-election at AlloVir’s 2022 annual meeting of shareholders.
There are no transactions and no proposed transactions between Ms. Tomasello (or any member of such individual’s immediate family) and AlloVir (or any of its subsidiaries), and there is no arrangement or understanding between Ms. Tomasello and any other person or entity pursuant to which such individual was appointed as a director of AlloVir.
Ms. Tomasello will receive compensation for her service on the Board in accordance with AlloVir’s non-employee director compensation policy. A description of the compensatory arrangements for non-employee directors is included in AlloVir’s proxy statement on Schedule 14A for the 2021 annual meeting of shareholders, filed with the SEC on April 12, 2021.
Item 7.01 Regulation FD Disclosure
On March 31, 2022, AlloVir issued a press release announcing the appointment of a new director. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
The information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
99.1 | Press release dated March 31, 2022 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
AlloVir, Inc. | ||||
Date: March 31, 2022 | By: | /s/ Edward Miller | ||
Name: Edward Miller | ||||
Title: General Counsel |