Dilution profile // every instrument, one screen, from SEC filings

Kalaris Therapeutics, Inc. (KLRS)

CIK 1754068 · all EDGAR filings →

Overall dilution risk
HIGHworst of 3 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
not every sub-rating was computable; treat as a floor
Offering ability
HIGH$377M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
registered capacity, not remaining: amounts already taken down are not subtracted yet
Overhead supply
NOT COMPUTEDno warrant count tagged in XBRL
= warrant shares outstanding divided by current shares outstanding
absence of a tag is not proof of absence of warrants
Historical dilution
LOW-79% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
LOW~29.3 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2020-11-092026-08-04

Latest: 23.8M shares as of Aug 4, 2026 (10-Q). Share count fell from 115.5M to 5.0M between Nov 5, 2024 and Feb 28, 2025, a pattern consistent with a reverse split (roughly 1-for-23); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Self-funding

generates cash

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Pre-Funded Warrantsnot tagged$0.0001

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 11, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

No warrant figures tagged in this filer’s XBRL facts. That means the company has not reported them in structured form; it does not prove no warrants exist. The exhibits are the ground truth.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Convertible Promissory Note$10.0M$6.210%~1.6M sh
Twenty Twenty Four Bridge Notes$10.0M$6.28%~1.6M sh
Twenty Twenty Five Bridge Notes$3.8M$4.7851~783,683 sh
January Twenty Twenty Five Allo Vir Convertible Promissory Note$3.8Mnot tagged

If every note above converted at its tagged price: ~4.0M new shares on 23.8M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Aug 11, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding23.8MAug 4, 2026
+ Convertible Promissory Note (if fully converted)1.6MJun 30, 2026
+ Twenty Twenty Four Bridge Notes (if fully converted)1.6MJun 30, 2026
+ Twenty Twenty Five Bridge Notes (if fully converted)783,683Jun 30, 2026
Fully diluted estimate27.8M+16.8% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $377.3Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Apr 3, 2026$350.0M registeredfiling →
S-3Apr 3, 2026$27.3M registeredfiling →

Last 12 months: 1 executed · 2 registered.

UPDATEApr 13, 2026Prospectus update — often a resale registration, not necessarily new capital424B3
UPDATEApr 13, 2026Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEApr 13, 2026SEC declared a registration effective — selling can beginEFFECT
EFFECTIVEApr 13, 2026SEC declared a registration effective — selling can beginEFFECT
REGISTEREDApr 3, 2026S-3 registration — capacity to sell shares, not a sale yetS-3
REGISTEREDApr 3, 2026S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDDec 18, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
UPDATEFeb 28, 2025Prospectus update — often a resale registration, not necessarily new capital424B3
UPDATEFeb 10, 2025Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEFeb 10, 2025SEC declared a registration effective — selling can beginEFFECT
WITHDRAWNFeb 15, 2024Registration withdrawnRW
EXECUTEDJun 22, 2023Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

Keep going: float checker · offering calendar · short-squeeze screener · full KLRS workspace