8-K

AlloVir, Inc.

Date: February 12, 2024

/s/ Edward Miller

Edward Miller

General Counsel

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): February 9, 2024

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 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 9, 2024, AlloVir, Inc. (“AlloVir”) received a letter from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the closing bid price of AlloVir’s common stock was below $1.00 per share for 30 consecutive business days, and that, therefore, AlloVir is not in compliance with Nasdaq Listing Rule 5450(a)(1), which is the minimum bid price requirement for continued listing on the Nasdaq Global Select Market.

The notice from Nasdaq has no immediate effect on the listing of AlloVir’s common stock, and the common stock will continue to be listed on the Nasdaq Global Select Market under the symbol “ALVR”.

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), AlloVir has automatically been afforded a 180-calendar day period, or until August 7, 2024, to regain compliance with the minimum bid price requirement. The continued listing standard will be met if the closing bid price of AlloVir’s common stock is at least $1.00 per share for a minimum of ten consecutive business days during the 180-calendar day period. If AlloVir is not in compliance by August 7, 2024, AlloVir may be afforded a second 180-calendar day period to regain compliance if it meets certain requirements.

AlloVir intends to monitor the closing bid price of its common stock and is currently evaluating its options for regaining compliance, which could include a reverse stock split of AlloVir’s common stock.

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.

SEC Form 8-K filed by AlloVir Inc.