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CORRESP
 1
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 CORRESP

 April 9, 2026
 VIA EDGAR SUBMISSION U.S. Securities and Exchange
Commission Division of Corporation Finance, Office of Life Sciences
 100 F Street, NE Washington, DC 20549

 Attention:
  Chris Edwards

 Re:
 Kalaris Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed April 3, 2026 File No. 333-294883 Request for Acceleration
 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Kalaris Therapeutics, Inc. (the “ Registrant ”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-294883), so that it may become effective at 4:00 p.m., Eastern Time, on April 13, 2026, or as soon as practicable thereafter, or at such later time as the Registrant or its counsel may orally
request via telephone call to the staff of the U.S. Securities and Exchange Commission.

 Very truly yours,

 Kalaris Therapeutics, Inc.

 By:

 /s/ Andrew Oxtoby

 Name: Andrew Oxtoby

 Title: President and Chief Executive Officer

CORRESP
 1
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 CORRESP

 April 9, 2026
 VIA EDGAR SUBMISSION U.S. Securities and Exchange
Commission Division of Corporation Finance, Office of Life Sciences
 100 F Street, NE Washington, DC 20549

 Attention: 
 Chris Edwards

 Re:
 Kalaris Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed April 3, 2026 File No. 333-294881 Request for Acceleration
 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Kalaris Therapeutics, Inc. (the “ Registrant ”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-294881), so that it may become effective at 4:00 p.m., Eastern Time, on April 13, 2026, or as soon as practicable thereafter, or at such later time as the Registrant or its counsel may orally
request via telephone call to the staff of the U.S. Securities and Exchange Commission.

 Very truly yours,

 Kalaris Therapeutics, Inc.

 By:

 /s/ Andrew Oxtoby

 Name: Andrew Oxtoby

 Title: President and Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 8, 2026

Andrew Oxtoby
President and Chief Executive Officer
Kalaris Therapeutics, Inc.
400 Connell Drive, Suite 5500
Berkeley Heights, New Jersey 07922

 Re: Kalaris Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed April 3, 2026
 File No. 333-294881
Dear Andrew Oxtoby:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Chris Edwards at 202-551-6761 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Scott N. Lunin
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 8, 2026

Andrew Oxtoby
President and Chief Executive Officer
Kalaris Therapeutics, Inc.
400 Connell Drive, Suite 5500
Berkeley Heights, New Jersey 07922

 Re: Kalaris Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed April 3, 2026
 File No. 333-294883
Dear Andrew Oxtoby:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Chris Edwards at 202-551-6761 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Scott N. Lunin
</TEXT>
</DOCUMENT>

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 AlloVir, Inc.

PO Box 44, 1661 Massachusetts Avenue

Lexington, MA 02420

 February 6, 2025

VIA EDGAR

 Office of Life Sciences

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street NE

 Washington, DC 20549

Attention:

Mr. Daniel Crawford

Mr. Tim Buchmiller

Ms. Ibolya Ignat

Mr. Daniel Gordon

Re:

AlloVir, Inc.

Acceleration Request for Registration Statement on Form S-4

File No. 333-283678

Requested Date:

February 10, 2025

Requested Time:

8:00 a.m. Eastern Time

 Dear Mr. Crawford, Mr. Buchmiller, Ms. Ignat and Mr. Gordon:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), AlloVir, Inc. (the “Company”)
hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to February 10, 2025, at 8:00 a.m., Eastern Time, or as soon thereafter as practicable, unless
we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities
under the Act.

 Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by
calling Tevia K. Pollard at (617) 570-1084. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration
Statement be sent to our counsel, Goodwin Procter LLP, Attention: Tevia K. Pollard, by email to TPollard@goodwinlaw.com or by facsimile to (617) 977-9448.

If you have any questions regarding this request, please contact Tevia K. Pollard of Goodwin Procter LLP at (617) 570-1084.

Sincerely,

AlloVir, Inc.

By:

 /s/ Vikas Sinha

Vikas Sinha

 Chief Executive Officer, President and

Chief Financial Officer

cc:
 Tevia K. Pollard, Goodwin Procter LLP

Danielle Lauzon, Goodwin Procter LLP

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CORRESP

 Goodwin Procter

 100 Northern Avenue

Boston, Massachusetts 02210

 goodwinlaw.com

+1 617 570 1000

 VIA EDGAR

February 3, 2025

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, N.E.

 Washington, D.C. 20549-3628

 Attention: Daniel Crawford, Tim Buchmiller, Ibolya Ignat and Daniel Gordon

Re:
 AlloVir, Inc.

 
 Amendment No. 1 to Registration Statement on Form S-4

 
 Filed January 17, 2025

 
 File No. 333-283678

Ladies and Gentlemen,

 On behalf of AlloVir, Inc. (the
“Company”), we are submitting this letter to the Securities and Exchange Commission (the “SEC”) via EDGAR in response to the comment letter from the staff of the SEC (the “Staff”), dated
January 28, 2025 (the “Comment Letter”), pertaining to the Company’s above-referenced Amendment No. 1 to Registration Statement on Form S-4 (the “Registration
Statement”). In connection with such responses, the Company is concurrently filing Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”).

For your convenience, the Staff’s comments are summarized in this letter, and each comment is followed by the applicable responses on behalf of the
Company. Unless otherwise indicated, page references in the responses correspond to the page numbers in the Amended Registration Statement, and page references otherwise correspond to the page numbers in the Registration Statement. Capitalized terms
used in this letter but otherwise not defined herein shall have the meanings set forth in the Amended Registration Statement.

 Amendment No. 1
to Registration Statement on Form S-4

 Business

Kalaris’ ongoing Phase 1 clinical trial of TH103, page 333

1.
 We note your revised disclosure here, and similar disclosure on page 321, that “Part 2 of the Phase 1
trial is designed to enroll and treat with TH103 up to 12 treatment naïve-patients, aged 50 years and older, with a CST measurement greater than 325 microns.” We

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

February 3, 2025

 Page 2

also note your disclosure that “[t]reatment with TH103 will be administered if the following criteria are met: (1) patient responds to one to three injections of aflibercept as
determined by complete resolution of fluid measured by OCT and (2) within 90 days there is an emergence of fluid in the retina.” Please clarify if the disclosed criteria applies to Part 2 of the Phase 1 clinical trial, and, if so, clarify
how the patients who had previously received injections of aflibercept would be considered treatment naïve. Also, if you expect to seek regulatory approval of TH103 as a second-line treatment for nAMD please make that clear.

 Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has
revised the disclosures on pages 321 and 333 of the Amended Registration Statement in response to the Staff’s comment. In addition, the Company respectfully advises the Staff that Kalaris is developing TH103 as a first-line treatment for
nAMD.

 *****

 Please contact the
undersigned at (617) 570-1084 or via email at TPollard@goodwinlaw.com if you have any questions with respect to the foregoing.

Very truly yours,

/s/ Tevia Pollard

 Tevia Pollard

 Goodwin Procter
LLP

cc:
 Vikas Sinha, AlloVir, Inc.

 
 Danielle Lauzon, Goodwin Procter LLP

January 28, 2025
Diana Brainard, M.D.
Chief Executive Officer
AlloVir, Inc.
PO Box 44, 1661 Massachusetts Avenue
Lexington, MA 02420
Re:AlloVir, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed January 17, 2025
File No. 333-283678
Dear Diana Brainard M.D.:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our January 6, 2025 letter.
Amendment No. 1 to Registration Statement on Form S-4
Business
Kalaris' ongoing Phase 1 clinical trial of TH103, page 333
We note your revised disclosure here, and similar disclosure on page 321, that "Part 2
of the Phase 1 trial is designed to enroll and treat with TH103 up to 12 treatment
naïve-patients, aged 50 years and older, with a CST measurement greater than 325
microns." We also note your disclosure that "[t]reatment with TH103 will be
administered if the following criteria are met: (1) patient responds to one to three
injections of aflibercept as determined by complete resolution of fluid measured by
OCT and (2) within 90 days there is an emergence of fluid in the retina." Please
clarify if the disclosed criteria applies to Part 2 of the Phase 1 clinical trial, and, if so,
clarify how the patients who had previously received injections of aflibercept would 1.

January 28, 2025
Page 2
be considered treatment naïve. Also, if you expect to seek regulatory approval of
TH103 as a second-line treatment for nAMD please make that clear.
            Please contact Ibolya Ignat at 202-551-3636 or Daniel Gordon at 202-551-3486 if you
have questions regarding comments on the financial statements and related matters. Please
contact Daniel Crawford at 202-551-7767 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Tevia K. Pollard, Esq.

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 Goodwin Procter

100 Northern Avenue

Boston, Massachusetts 02210

goodwinlaw.com

 +1 617 570
1000

 VIA EDGAR

January 17, 2025

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, N.E.

 Washington, D.C. 20549-3628

 Attention: Daniel Crawford, Tim Buchmiller, Ibolya Ignat and Daniel Gordon

Re:
 AlloVir, Inc.

Registration Statement on Form S-4

Filed December 9, 2024

File No. 333-283678

Ladies and Gentlemen,

 On behalf of AlloVir, Inc. (the
“Company”), we are submitting this letter to the Securities and Exchange Commission (the “SEC”) via EDGAR in response to the comment letter from the staff of the SEC (the “Staff”), dated
January 6, 2025 (the “Comment Letter”), pertaining to the Company’s above-referenced Registration Statement on Form S-4 (the “Registration Statement”). In connection
with such responses, the Company is concurrently filing Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”).

For your convenience, the Staff’s comments are summarized in this letter, and each comment is followed by the applicable responses on behalf of the
Company. Unless otherwise indicated, page references in the responses correspond to the page numbers in the Amended Registration Statement, and page references otherwise correspond to the page numbers in the Registration Statement. Capitalized terms
used in this letter but otherwise not defined herein shall have the meanings set forth in the Amended Registration Statement.

 Registration
Statement on Form S-4

 Cover Page

1.
 Please disclose the title and amount of securities being offered, as required by Item 501(b)(2) of
Regulation S-K, as referenced in Item 1 of Form S-4. Also, please clearly disclose the estimated Exchange Ratio as of a recent practicable date on the cover page and the
assumptions related to such estimate.

 Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the disclosure on the Cover Page of the Amended Registration Statement in response to the Staff’s comment.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

January 17, 2025

  Page
 2

 Questions and Answers about the Merger

Q: Why are the two companies proposing to merge?, page 2

2.
 We note your disclosure that the merger will result in a combined company with a robust pipeline focused on
developing Kalaris’ lead product candidate, TH103. Please clarify that the Kalaris pipeline consists of one product candidate for multiple indications only one of which is in Phase 1 clinical trials. Also clearly state whether the combined
company expects to pursue any of the AlloVir product candidates after the merger.

 Response: The Company
respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 2 of the Amended Registration Statement in response to the Staff’s comment.

Q: Who will be the executive officers of the combined company immediately following the merger?, page 6

3.
 We note it does not appear the combined company will have a Chief Financial Officer. Please revise page 6
and elsewhere as appropriate to disclose you currently do not plan to have a Chief Financial Officer, identify who will serve as the company’s Principal Financial Officer and Principal Accounting Officer and revise your Risk Factors as
appropriate or otherwise advise.

 Response: The Company respectfully acknowledges the Staff’s comment and
advises the Staff that it has revised the disclosures on pages 6, 20, 148, and 399 of the Amended Registration Statement in response to the Staff’s comment.

Prospectus Summary

 Kalaris Therapeutics,
Inc., page 13

4.
 Please revise to disclose the sources and data relied on for Kalaris’ $14 billion 2023 global
branded market estimation for the treatment of prevalent exudative and neovascular retinal diseases.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosures on
pages 13, 318, 319, 323 and 326 of the Amended Registration Statement in response to the Staff’s comment.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

January 17, 2025

  Page
 3

5.
 Please revise to identify “the
first-in-class U.S. Food and Drug Administration approved anti-VEGF agent launched in ophthalmology”.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosures on
pages 13 and 318 of the Amended Registration Statement in response to the Staff’s comment.

 The Merger

Background of the Merger, page 164

6.
 Please revise under this heading to disclose how the parties came to the agreement that “each
unexercised and outstanding AlloVir option with an exercise price per share equal to or greater than $4.00 (before giving effect to the reverse stock split) shall be cancelled for no consideration.” Include, without limitation, who proposed the
$4.00 amount, whether different dollar amounts were proposed and who proposed them.

 Response: The Company
respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosures on pages 179 and 180 of the Amended Registration Statement in response to the Staff’s comment.

AlloVir Reasons for the Merger, page 179

7.
 Please disclose whether AlloVir’s board considered the possibility that the parties may waive the
Nasdaq condition set forth in the merger agreement, resulting in the combined company’s stock to not be listed on a national exchange.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on
page 186 of the Amended Registration Statement in response to the Staff’s comment.

 Opinion of Leerink Partners LLC (AlloVir’s Financial
Advisor)

 Summary of Financial Analysis, page 187

8.
 We note on page 189 you state Leerink Partners used “levered and unlevered betas for certain companies
deemed by Leerink Partners to be comparable to Kalaris.” Please revise to identify the comparable companies, Leerink Partners’ methodology for selecting comparable companies, whether Leerink Partners omitted any companies that met the
selection criteria, and if so, disclose the identities of the omitted companies and the reasons for the omissions.

Response: We note the Staff’s comment. With respect to disclosure of information underlying the components of the discount rate
methodology used in a discounted cash flow analysis, we respectfully advise the Staff that the current disclosure regarding the discount rate utilized by Leerink Partners is (i) consistent with disclosures in other recent transaction involving
Leerink Partners (we refer you, for example, to the disclosures in Reneo Pharmaceuticals (filing dated August 26, 2024), Eliem Therapeutics, Inc. (filing dated June 4, 2024) and Graphite Bio, Inc. (filing dated February 13, 2024)),
(ii) consistent with, or more detailed than, the level of information in opinion disclosures of other financial advisors in more than 50 definitive proxy

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

January 17, 2025

  Page
 4

statements and effective registration statements on Form S-4 filed since June 1, 2024 and (iii) inclusive of all material information relating to
Leerink Partners’ discounted cash flow methodology. We respectfully advise the Staff that, in our view, disclosure of the requested additional information underlying the discount rate methodology applied in Leerink Partners’ discounted
cash flow analysis is not material to investors.

 Certain Unaudited Prospective Financial Information, page 190

9.
 We note your disclosure on page 190 and elsewhere that your management team prepared Kalaris financial
forecasts through 2070. Please revise to disclose why the management team decided to generate financial forecasts through 2070 as opposed to a shorter timeframe and how management concluded generating financial forecasts.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the
disclosures on pages 192, 194 and 197 of the Amended Registration Statement in response to the Staff’s comment.

 AlloVir Liquidation Analysis,
page 194

10.
 We note your disclosure on page 194 that “stockholders are cautioned not to place undue reliance, if
any, on the AlloVir forecasts.” Please revise to remove “if any” as it appears investors may rely on these projections, among other reasons, as part of the basis relied upon by Leerink Partners to deliver its fairness opinion to your
board of directors.

 Response: The Company respectfully acknowledges the Staff’s comment and advises the
Staff that it has revised the disclosure on page 198 of the Amended Registration Statement in response to the Staff’s comment.

 Kalaris’
Business

 Overview, page 312

11.
 We note your disclosure that “[a]lthough newer anti-VEGF drugs and a higher-dose version of an existing
drug have been approved for treatment, registrational studies for these drugs were not designed to demonstrate a reduction in treatment burden compared to existing therapies, and there remains a significant unmet need for a longer acting anti-VEGF
agent.” In an appropriate location, please indicate whether Kalaris anticipates that its registrational study will be designed to demonstrate a reduction in treatment burden compared to existing therapies and indicate the anticipated interval
of treatment that Kalaris will study. In this regard, we note your disclosure in the table on page 320 that the FDA-approved dosing frequency for the reference biologic therapeutics currently used to treat
nAMD is up to every 8 to 16 weeks.

 Response: The Company respectfully acknowledges the Staff’s comment
and advises the Staff that it has revised the disclosure on page 321 of the Amended Registration Statement to remove the characterization of the design of the registrational studies for approved anti-VEGF compounds and has revised the disclosure on
page 333 of the Amended Registration Statement to describe its current plans with respect to the design of any registrational studies Kalaris may conduct for TH103.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

January 17, 2025

  Page
 5

12.
 Please revise where Kalaris discusses Dr. Ferrara’s development of TH103 to disclose the services
Dr. Ferrara currently provides to Kalaris as a consultant including the approximate amount of time Dr. Ferrara commits a week to developing TH103.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosures on
pages 318 and 413 of the Amended Registration Statement in response to the Staff’s comment.

 Kalaris’ Product Candidate, page 131

13.
 We note Kalaris’ disclosure on page 316 that it is “evaluating the potential development of TH103
to treat additional VEGF-mediated neovascular and/or exudative diseases of the retina including DME, DR, RVO and retinopathy of prematurity.” To the extent Kalaris is not currently developing TH103 for the indications listed in its pipeline
table, please revise to remove those rows from the pipeline table. To the extent Kalaris is developing TH103 in such indications, please revise where appropriate to disclose the work that has been done to date to submit INDs for each indication and
what remaining work Kalaris must complete to submit INDs. Revise the progress arrows so they do not enter the “Phase 1” column for the “DME/DR” and “RVO & other Retinal Diseases” indications. Revise to remove
“& other Retinal Diseases” and only disclose specific indications Kalaris is currently developing in the pipeline table.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the pipeline table on
page 319 of the Amended Registration Statement in response to the Staff’s comment. The Company also respectfully advises the Staff that all of Kalaris’ preclinical studies of TH103 in support of its IND for nAMD are supportive of
planned IND submissions for DME/DR and RVO. Kalaris’ preclinical studies of TH103 evaluated safety, tolerability, and toxicokinetics in multiple animal species and those studies were not indication-specific. Those data will be supportive of any
IND submission for an intraocular indication for TH103, and Kalaris expects to include those data in its planned IND submissions for DME/DR and RVO. In addition, the primary objective of Kalaris’ ongoing Phase 1 clinical trial of TH103 for nAMD
is to evaluate the safety, tolerability, dose range and pharmacokinetic of TH103. Such clinical data would also be included with, and supportive of, IND submissions for TH103 for any intraocular indication, including DME/DR and RVO. As a result,
subject to favorable data from its ongoing Phase 1 clinical trial of TH103 and IND submission and clearance for the applicable indication, Kalaris would expect to commence the clinical development of TH103 for DME/DR and RVO in a Phase 2 clinical
trial rather than an additional Phase 1 clinical trial. This clinical development plan is consistent with the clinical development that was undertaken by the sponsors of the leading anti-VEGF compounds that have been approved by the FDA, including
Lucentis (ranibizumab), Eylea/Eylea HD (aflibercept) and Vabysmo (faricimab), all of which initially conducted clinical development for nAMD and subsequently proceeded to Phase 2 clinical development for
follow-on intraocular indications. The Company advises the Staff that it has revised the disclosure on page 333 of the Amended Registration Statement to clarify Kalaris’ clinical development plans in this
regard.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

January 17, 2025

  Page
 6

 Clinical, page 315

14.
 Revise under this heading and elsewhere where you discuss your Phase 1 trial design to disclose the dosage
levels for each cohort and disclose the number of patients you have enrolled and intend to enroll.

 Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosures on pages 321 and 333 of the Amended Registration Statement in response to the Staff’s comment. Additionally, the Company
respectfully advises the Staff that Kalaris does not plan to provide updated enrollment numbers given the early stage of its ongoing Phase 1 clinical trial of TH103. Kalaris has disclosed when it expects to report initial clinical data from Part 1
of the Phase 1 clinical trial, at which time it also expects to disclose patient enrollment numbers as of the data cut-off date.

15.
 Please revise where Kalaris states it intends to initiate a Phase 2 clinical trial for nAMD in the first
half of 2026 to disclose the Phase 1 results may not support continuing development of TH103.

 Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosures on pages 321, 322 and 333 of the Amended Registration Statement in response to the Staff’s comment.

Manufacturing, page 328

16.
 We note your disclosure that Kalaris relies on third-party contract manufacturers for the manufacture of its
product candidate for its ongoing and planned clinical trials, and, if Kalaris receives marketing approval, Kalaris intends to rely on such third parties for commercial manufacture. Please expand your disclosure to include the names of Kalaris’
principal suppliers.

 Response: The Company respectfully acknowledges the Staff’s comment and advises the
Staff that it has revised the disclosures on pages 334 and 335 of the Amended Registration S

January 6, 2025
Diana Brainard, M.D.
Chief Executive Officer
AlloVir, Inc.
PO Box 44, 1661 Massachusetts Avenue
Lexington, MA 02420
Re:AlloVir, Inc.
Registration Statement on Form S-4
Filed December 9, 2024
File No. 333-283678
Dear Diana Brainard M.D.:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4
Cover Page
1.Please disclose the title and amount of securities being offered, as required by Item
501(b)(2) of Regulation S-K, as referenced in Item 1 of Form S-4. Also, please clearly
disclose the estimated Exchange Ratio as of a recent practicable date on the cover
page and the assumptions related to such estimate.
Question and Answers about the Merger
Q: Why are the two companies proposing to merge?, page 2
We note your disclosure that the merger will result in a combined company with a
robust pipeline focused on developing Kalaris' lead product candidate, TH103. Please
clarify that the Kalaris pipeline consists of one product candidate for multiple
indications only one of which is in Phase 1 clinical trials. Also clearly state whether
the combined company expects to pursue any of the AlloVir product candidates after 2.

January 6, 2025
Page 2
the merger.
Q: Who will be the executive officers of the combined company immediately following the
merger?, page 6
3.We note it does not appear the combined company will have a Chief Financial
Officer. Please revise page 6 and elsewhere as appropriate to disclose you currently do
not plan to have a Chief Financial Officer, identify who will serve as the
company's Principal Financial Officer and Principal Accounting Officer and revise
your Risk Factors as appropriate or otherwise advise.
Prospectus Summary
Kalaris Therapeutics, Inc., page 13
4.Please revise to disclose the sources and data relied on for Kalaris' $14 billion 2023
global branded market estimation for the treatment of prevalent exudative and
neovascular retinal diseases.
5.Please revise to identify "the first-in-class U.S. Food and Drug Administration-
approved anti-VEGF agent launched in ophthalmology."
The Merger
Background of the Merger, page 164
6.Please revise under this heading to disclose how the parties came to the agreement
that "each unexercised and outstanding AlloVir option with an exercise price per share
equal to or greater than $4.00 (before giving effect to the reverse stock split) shall be
cancelled for no consideration." Include, without limitation, who proposed the $4.00
amount, whether different dollar amounts were proposed and who proposed them.
AlloVir Reasons for the Merger, page 179
7.Please disclose whether AlloVir's board considered the possibility that the parties may
waive the Nasdaq condition set forth in the merger agreement, resulting in the
combined company's stock to not be listed on a national exchange.
Opinion of Leerink Partners LLC (AlloVir's Financial Advisor)
Summary of Financial Analyses, page 187
8.We note on page 189 you state Leerink Partners used "levered and unlevered betas for
certain companies deemed by Leerink Partners to be comparable to Kalaris." Please
revise to identify the comparable companies, Leerink Partners’ methodology for
selecting comparable companies, whether Leerink Partners omitted any companies
that met the selection criteria, and if so, disclose the identities of the omitted
companies and the reasons for the omissions.
Certain Unaudited Prospective Financial Information, page 190
We note your disclosure on page 190 and elsewhere that your management team
prepared Kalaris financial forecasts through 2070. Please revise to disclose why the
management team decided to generate financial forecasts through 2070 as opposed to
a shorter timeframe and how management concluded generating financial forecasts 9.

January 6, 2025
Page 3
through 2070 was reasonable.
AlloVir Liquidation Analysis, page 194
10.We note your disclosure on page 194 that "stockholders are cautioned not to place
undue reliance, if any, on the AlloVir forecasts." Please revise to remove "if any" as it
appears investors may rely on these projections, among other reasons, as part of the
basis relied upon by Leerink Partners to deliver its fairness opinion to your board of
directors.
Kalaris' Business
Overview, page 312
11.We note your disclosure that "[a]lthough newer anti-VEGF drugs and a higher-dose
version of an existing drug have been approved for treatment, registrational studies for
these drugs were not designed to demonstrate a reduction in treatment burden
compared to existing therapies, and there remains a significant unmet need for a
longer acting anti-VEGF agent." In an appropriate location, please indicate whether
Kalaris anticipates that its registrational study will be designed to demonstrate a
reduction in treatment burden compared to existing therapies and indicate the
anticipated interval of treatment that Kalaris will study. In this regard, we note your
disclosure in the table on page 320 that the FDA-approved dosing frequency for the
reference biologic therapeutics currently used to treat nAMD is up to every 8 to 16
weeks.
12.Please revise where Kalaris discusses Dr. Ferrara's development of TH103 to disclose
the services Dr. Ferrara currently provides to Kalaris as a consultant including the
approximate amount of time Dr. Ferrara commits a week to developing TH103.
Kalaris' Product Candidate, page 313
13.We note Kalaris' disclosure on page 316 that it is "evaluating the potential
development of TH103 to treat additional VEGF-mediated neovascular and/or
exudative diseases of the retina including DME, DR, RVO and retinopathy of
prematurity." To the extent Kalaris is not currently developing TH103 for the
indications listed in its pipeline table, please revise to remove those rows from the
pipeline table. To the extent Kalaris is developing TH103 in such indications, please
revise where appropriate to disclose the work that has been done to date to submit
INDs for each indication and what remaining work Kalaris must complete to submit
INDs. Revise the progress arrows so they do not enter the "Phase 1" column for the
"DME/DR" and "RVO & other Retinal Diseases" indications. Revise to remove
"& other Retinal Diseases" and only disclose specific indications Kalaris is currently
developing in the pipeline table.
Clinical, page 315
14.Revise under this heading and elsewhere where you discuss your Phase 1 trial design
to disclose the dosage levels for each cohort and disclose the number of patients you
have enrolled and intend to enroll.

January 6, 2025
Page 4
15.Please revise where Kalaris states it intends to initiate a Phase 2 clinical trial for
nAMD in the first half of 2026 to disclose the Phase 1 results may not support
continuing development of TH103.
Manufacturing, page 328
16.We note your disclosure that Kalaris relies on third-party contract manufacturers for
the manufacture of its product candidate for its ongoing and planned clinical trials,
and, if Kalaris receives marketing approval, Kalaris intends to rely on such third
parties for commercial manufacture. Please expand your disclosure to include the
names of Kalaris' principal suppliers.
Intellectual Property, page 330
17.Please revise to disclose the type of patent protection covered for Kalaris' third patent
family and to disclose if the third patent family is owned or in-licensed. Also revise to
disclose all material foreign countries where Kalaris has issued and pending patents
for each patent family.
License Agreement with The Regents of the University of California, page 332
18.Please revise to disclose the total aggregate milestone payments made to date, if any,
pursuant to the UCSD license agreement.
AlloVir Management's discussion and analysis of financial condition and results of operation
Results of Operations
Comparison of the three months ended September 30, 2024 and 2023
Research and Development Expenses, page 363
19.Please expand your disclosure to quantify and more fully discuss the items reported
within the $(0.2) million research and development costs. If the only item reported in
this amount is the final settlement with AlloVir’s CRO, please clarify. Please tell us
and disclose the terms of the settlement with AlloVir's CRO, if material, or direct us
to existing disclosures. Explain to us why it was considered appropriate to report the
settlement within research and development expense.
Comparison of the nine months ended September 30, 2024 and 2023, page 364
20.Please tell us why it is appropriate to report the $5.6 million gain on lease termination
and remeasurement during the nine months ended September 30, 2024 as an offset of
your research and development expenses. Revise your critical accounting estimates
disclosure in MD&A on page 370 and in Note 2, Summary of Significant Accounting
Policies, to disclose your accounting policy for negative (offsetting) amounts reported
within research and development costs. Reference the authoritative literature you
relied upon to support your accounting and presentation.
Unaudited Pro Forma Condensed Combined Financial Data, page 409
Please provide us an analysis concerning whether AlloVir will become a shell
company as defined in Rule 12b-2 of the Exchange Act prior to the closing of the
Merger. We note disclosure that AlloVir has stopped clinical development of
ALVR106 and ALVR107 pending the outcome of AlloVir’s review of strategic 21.

January 6, 2025
Page 5
alternatives; please explain the plans for these and any other remaining development
programs. Revise your disclosures as necessary to support the reverse recapitalization
accounting planned for the Merger.
22.Please explain to us why the unaudited pro forma combined financial information
does not give effect to the proposed reverse stock split that is expected to be approved
during the special meeting of AlloVir stockholders planned for January 9, 2025. Refer
to Rule 11-02(a)(10) of Regulation S-X. We note that effecting the reverse stock
split is a condition for the consummation of the merger.
Notes to Unaudited Pro Forma Combined Financial Statements
4. Proforma Adjustments, Adjustment F, page 419
23.Please revise to include a pro forma earnings per share calculation. It appears that the
calculation should include additional scenarios to present the effect of AlloVir's
planned reverse stock split.
Kalaris Therapeutics, Inc.
Condensed Financial Statements for the 9 months ended on September 30, 2024 (unaudited)
Notes to the Unaudited Condensed Financial Statements
5. Significant Agreements
Royalty Agreement with Samsara – Related Party, page F-93
24.Your disclosure on page F-89 indicates that you evaluated the criteria in ASC 730-
20 to account for your royalty agreement with Samsara. In Note 5 you disclose that
you recorded the fair value of the long-term liability related to the obligation to make
royalty payments to Samsara, $32.1 million, and recorded $32.0 million as a research
and development expense. Please summarize for us the significant terms of your
royalty agreement, highlighting the items that you analyzed in order to determine
the accounting for the elements of agreement. In your response, please cite the
specific paragraphs within ASC 730-20 you utilized that support your accounting
treatment. Address ASC 730-20-05-6 and 05-9 and/or any other paragraph as
necessary in your response.
Exhibits
25.Please revise to add the Oxtoby Offer Letter and Nau Offer Letter as exhibits or
otherwise advise.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Ibolya Ignat at 202-551-3636 or Daniel Gordon at 202-551-3486 if you
have questions regarding comments on the financial statements and related matters. Please

January 6, 2025
Page 6
contact Daniel Crawford at 202-551-7767 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Tevia K. Pollard, Esq.

CORRESP
1
filename1.htm

CORRESP

 July 27, 2020

VIA EDGAR

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 Ms. Christine Torney

 Ms. Lisa Vanjoske

 Mr. Chris Edwards

 Mr. Tim Buchmiller

RE:
 AlloVir, Inc.

Registration Statement on Form S-1

File No. 333-239698

 Ladies and Gentlemen:

 In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended
(the “Act”), we, as representatives of the several underwriters (the “Underwriters”), hereby join in the request of AlloVir, Inc. (the “Registrant”) that the effective date of the Registration Statement be accelerated
so that it will be declared effective at 4:00 p.m., Eastern Time, on July 29, 2020, or as soon thereafter as practicable, or at such other time as the Registrant or its outside counsel, Goodwin Procter LLP, request by telephone that such
Registration Statement be declared effective.

 Pursuant to Rule 460 under the Act, please be advised that we have distributed
approximately 817 copies of the Preliminary Prospectus of the Registrant, dated July 23, 2020, from July 23, 2020 through the date hereof, to prospective underwriters, dealers, institutions and others.

We, the undersigned, as representatives of the several Underwriters, have complied and will comply, and we have been informed by the
participating Underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

 Very truly yours,

MORGAN STANLEY & CO. LLC

 J.P. MORGAN SECURITIES LLC

SVB LEERINK LLC

As Representatives of the several Underwriters

MORGAN STANLEY & CO. LLC

By:

/S/ KALLI DIRCKS

 Name: Kalli Dircks

 Title: Executive
Director

 [Signature Page to Acceleration Request]

J.P. MORGAN SECURITIES LLC

By:

/S/ DAVID KE

 Name: David Ke

 Title: Executive
Director

 [Signature Page to Acceleration Request]

SVB LEERINK LLC

By:

/S/ IRENA MELNIKOVA

 Name: Irena Melnikova

 Title: Managing
Director

 [Signature Page to Acceleration
Request]

CORRESP
1
filename1.htm

SEC response letter

 Goodwin Procter LLP

 100 Northern Avenue

Boston, MA 02210

 goodwinlaw.com

 +1 617 570
1000

 July 27, 2020

VIA EDGAR AND FEDERAL EXPRESS

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Mail Stop 4561

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Chris Edwards and Tim
Buchmiller

Re:
 AlloVir, Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed July 23, 2020

File No. 333-239698

Dear Mr. Edwards and Mr. Buchmiller,

This letter is submitted on behalf of AlloVir, Inc. (the “Company”) in response to the comments of the staff of the Division
of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission with respect to the Company’s Amendment No. 1 to Registration Statement on Form S-1, filed on
July 23, 2020 (the “Registration Statement”), as set forth in the Staff’s letter dated July 24, 2020 addressed to David Hallal (the “Comment Letter”).

For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your
convenience, we have italicized the reproduced Staff comments from the Comment Letter.

 The responses provided herein are based upon
information provided to Goodwin Procter LLP by the Company.

 Amendment No. 1 to Registration Statement on Form
S-1

 Exhibit 3.5 – Form of Second Amended and Restated
By-laws, page II-3

 We note that the exclusive forum
provision in Article VI, Section 8 of your form of amended and restated by-laws to be in effect upon completion of the offering does not specifically indicate that the Delaware forum provision does not
apply to Securities Act or Exchange Act claims. Please revise your exhibit so that it reconciles to your disclosure. Alternatively, if you do not amend the exhibit, please provide us with assurance that you will make future investors aware of
the provision’s applicability to those claims, for example, by indicating in your response to this comment that you will provide the current disclosure regarding the applicability of the forum provision in your future Exchange Act reports, or
any future registration statements, as applicable.

 Response: The Company respectfully advises the Staff that it will provide
the current disclosure regarding the applicability of the forum provision in its future Exchange Act reports, or any future registration statements, as applicable.

 Mr. Edwards and Mr. Buchmiller

United States Securities and Exchange Commission

 July 27,
2020

 Page 2

 If you should have any questions regarding the
enclosed matters, please contact the undersigned at (617) 570-1955.

Sincerely,

 /s/ Danielle Lauzon, Esq.

Danielle Lauzon, Esq.

Cc:
 David Hallal, AlloVir, Inc.

Mitchell S. Bloom, Esq., Goodwin Procter LLP

Nathan Ajiashvili, Esq., Latham & Watkins LLP

Justin L. McNamee, Esq., Latham & Watkins LLP

CORRESP
1
filename1.htm

Company Acceleration Request

 VIA EDGAR

July 27, 2020

 Office of Healthcare and Insurance

Division of Corporation Finance

 United States Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Chris Edwards

 Tim
Buchmiller

 Christine Torney

Lisa Vanjoske

Re:
 AlloVir, Inc.

Acceleration Request for Registration Statement on Form S-1

File No. 333-239698

Dear Mr. Edwards and Mr. Buchmiller,

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), AlloVir, Inc. (the “Company”)
hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to July 29, 2020, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we
or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under
the Act.

 Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling
Nicole Daley at (617) 570-1354. We also respectfully request that a copy of the written order from the Securities and Exchange Commission (the “Commission”) verifying the effective time and
date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Nicole Daley, by facsimile to (617) 507-5644.

 If you have any questions regarding this request, please contact Nicole Daley of Goodwin
Procter LLP at (617) 570-1354.

Sincerely,

ALLOVIR, INC.

 /s/ David Hallal

David Hallal

Chief Executive Officer

cc:
 Mitchell S. Bloom, Esq., Goodwin Procter LLP

Danielle Lauzon, Esq., Goodwin Procter LLP

Nicole Daley, Esq., Goodwin Procter LLP

[Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

Underwriter Acceleration Request

 July 27, 2020

VIA EDGAR

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 Ms. Christine Torney

 Ms. Lisa Vanjoske

 Mr. Chris Edwards

 Mr. Tim Buchmiller

RE:
 AlloVir, Inc.

Registration Statement on Form S-1

File No. 333-239698

 Ladies and Gentlemen:

 In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended
(the “Act”), we, as representatives of the several underwriters (the “Underwriters”), hereby join in the request of AlloVir, Inc. (the “Registrant”) that the effective date of the Registration Statement be accelerated
so that it will be declared effective at 4:00 p.m., Eastern Time, on July 27, 2020, or as soon thereafter as practicable, or at such other time as the Registrant or its outside counsel, Goodwin Procter LLP, request by telephone that such
Registration Statement be declared effective.

 Pursuant to Rule 460 under the Act, please be advised that we have distributed
approximately 817 copies of the Preliminary Prospectus of the Registrant, dated July 23, 2020, from July 23, 2020 through the date hereof, to prospective underwriters, dealers, institutions and others.

We, the undersigned, as representatives of the several Underwriters, have complied and will comply, and we have been informed by the
participating Underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

 Very truly yours,

MORGAN STANLEY & CO. LLC

 J.P. MORGAN SECURITIES LLC

SVB LEERINK LLC

As Representatives of the several Underwriters

MORGAN STANLEY & CO. LLC

By:

/S/ KALLI DIRCKS

 Name: Kalli Dircks

 Title: Executive
Director

 [Signature Page to Acceleration Request]

J.P. MORGAN SECURITIES LLC

By:

/S/ DAVID KE

 Name: David Ke

 Title: Executive
Director

 [Signature Page to Acceleration Request]

SVB LEERINK LLC

By:

/S/ IRENA MELNIKOVA

 Name: Irena Melnikova

 Title: Managing
Director

 [Signature Page to Acceleration
Request]

United States securities and exchange commission logo
July 24, 2020
David Hallal
Chief Executive Officer
AlloVir, Inc.
139 Main Street, Suite 500
Cambridge, MA 02142
Re:AlloVir, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed July 23, 2020
File No. 333-239698
Dear Mr. Hallal:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Exhibit 3.5 -- Form of Second Amended and Restated By-laws, page II-3
1.We note that the exclusive forum provision in Article VI, Section 8 of your form of
amended and restated by-laws to be in effect upon completion of the offering does not
specifically indicate that the Delaware forum provision does not apply to Securities Act or
Exchange Act claims.  Please revise your exhibit so that it reconciles to your disclosure.
Alternatively, if you do not amend the exhibit, please provide us with assurance that you
will make future investors aware of the provision’s applicability to those claims, for
example, by indicating in your response to this comment that you will provide the current
disclosure regarding the applicability of the forum provision in your future Exchange Act
reports, or any future registration statements, as applicable.

 FirstName LastNameDavid Hallal
 Comapany NameAlloVir, Inc.
 July 24, 2020 Page 2
 FirstName LastName
David Hallal
AlloVir, Inc.
July 24, 2020
Page 2
            You may contact Christine Torney at (202) 551-3652 or Lisa Vanjoske at (202) 551-3614
if you have questions regarding comments on the financial statements and related matters.
Please contact Chris Edwards at (202) 551-6761 or Tim Buchmiller at (202) 551-3635 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Danielle Lauzon, Esq.

CORRESP
1
filename1.htm

CORRESP

 Goodwin Procter LLP

 100 Northern Avenue

Boston, MA 02210

 goodwinlaw.com

 +1 617 570
1000

 July 23, 2020

VIA EDGAR AND FEDERAL EXPRESS

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Mail Stop 4561

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Chris Edwards and Tim
Buchmiller

Re:

AlloVir, Inc.

Registration Statement on Form S-1

Submitted July 6, 2020

File No. 333-239698

 Dear Mr. Edwards and
Mr. Buchmiller,

 This letter is submitted on behalf of AlloVir, Inc. (the “Company”) in response to the comments of
the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission with respect to the Company’s Registration Statement on Form S-1, filed on
July 6, 2020 (the “Registration Statement”), as set forth in the Staff’s letter dated July 14, 2020 addressed to David Hallal (the “Comment Letter”). The Company is concurrently submitting Amendment
No. 1 to the Registration Statement ( “Amendment No. 1”) together with this response letter. Amendment No. 1 also contains certain additional updates and revisions.

For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your
convenience, we have italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Registration Statement, and page references in the
responses refer to Amendment No. 1. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in Amendment No. 1.

The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company.

Registration Statement on Form S-1

Use of Proceeds, page 75

1.

We note the disclos[ur]e added in response to prior comment 6. Please expand your disclosure to indicate how far you expect the proceeds from the offering will allow you to proceed in the planned Phase 2 and Phase 3
clinical trials for Viralym-M, and the planned clinical trials for ALVR106, ALVR107, ALVR108 and ALVR 109.

 Response:
The Company respectfully advises the Staff that it has revised its disclosure on pages 10 and 77 of Amendment No. 1 in response to the Staff’s comment.

 Mr. Edwards and Mr. Buchmiller

United States Securities and Exchange Commission

 July 23, 2020

  Page
 2

 Redeemable Preferred Stock Redemption Agreement, page 183

2.

We note your revisions in response to prior comment 15 and your disclosure regarding a “low double-digit percentage” in this and other sections of your prospectus. Please revise your disclosure throughout
your prospectus to narrow the ranges disclosed as “low double-digit” to no more than ten percentage points (for example, between ten and twenty percent, etc.).

Response: The Company respectfully advises the Staff that it has revised its disclosure on pages 8, 99, 186 and F-28 of Amendment No. 1 in response to the Staff’s comment.

 If you should have any questions regarding the
enclosed matters, please contact the undersigned at (617) 570-1955.

Sincerely,

/s/ Danielle Lauzon, Esq.

Danielle Lauzon, Esq.

Cc:
 David Hallal, AlloVir, Inc.

Mitchell S. Bloom, Esq., Goodwin Procter LLP

Nathan Ajiashvili, Esq., Latham & Watkins LLP

Justin L. McNamee, Esq., Latham & Watkins LLP

CORRESP
1
filename1.htm

CORRESP

 Goodwin Procter LLP

 100 Northern Avenue

Boston, MA 02210

 goodwinlaw.com

+1 617 570 1000

FOIA CONFIDENTIAL TREATMENT REQUEST

 The entity
requesting confidential treatment is

 AlloVir, Inc.

 139 Main
Street, Suite 500

 Cambridge, MA 02142

 Telephone: (617) 433-2605

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

July 20, 2020

 VIA EDGAR AND OVERNIGHT DELIVERY

 U.S. Securities and Exchange Commission

 Office of
Healthcare and Insurance

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Chris Edwards and Tim Buchmiller

Re:
 AlloVir, Inc.

Registration Statement on Form S-1

File No. 333-239698

CIK No. 0001754068

 Rule 83
Confidential Treatment Request by AlloVir, Inc.

 Mr. Edwards and Mr. Buchmiller:

On behalf of AlloVir, Inc. (the “Company”), in response to comments from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) received by letter dated June 30, 2020 (the “Original Comment Letter”) relating to the Company’s Registration Statement on Form
S-1, originally confidentially submitted to the Commission on June 3, 2020, subsequently

CONFIDENTIAL TREATMENT REQUESTED BY

ALLOVIR, INC.

 July 20, 2020

 Page
 2

publicly filed by the Company with the Commission on July 6, 2020, 2020 (File No. 333-239698) (the “Registration Statement”), we
submit this supplemental letter to further address comment 8 of the Original Comment Letter. This supplemental letter supersedes our letter dated July 17, 2020, to clarify that the preliminary price range is after, rather than before, giving effect
to the reverse stock split.

 Confidential Treatment Request

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by the Company’s request for confidential
treatment for selected portions of this letter. The Company has concurrently filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of
the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations.

We confirm on behalf of the Company that, prior to circulating copies of the preliminary prospectus in connection with the offering, the Company will file a pre-effective amendment to the Registration Statement that will include all information other than information that may be excluded in reliance upon Rule 430A of Regulation C, and the actual price range to be
included in such amendment which will comply with the Staff’s interpretation regarding the parameters of a bona fide price range.

 The Company
expects to reflect the Reverse Stock Split in a pre-effective amendment to the Registration Statement that includes the estimated Preliminary Price Range; however, all dollar amounts and per share amounts in
this letter are pre-Reverse Stock Split, and therefore, consistent with the Registration Statement.

 The
Company respectfully requests that the bracketed information contained in this letter be treated as confidential information pursuant to Rule 83 promulgated by the Commission, 17 C.F.R. §200.8, and that the Commission provide timely notice to
Edward Miller, General Counsel, AlloVir, Inc., 139 Main Street, Suite 500, Cambridge, MA 02142, before it permits any disclosure of the bracketed information in this letter.

For the convenience of the Staff, we have recited the prior comment from the Staff in the Original Comment Letter in italicized type and have followed the
comment with the Company’s response.

8.
 Once you have an estimated offering price or range, please explain to us how you determined the fair value
of the common stock underlying your equity issuances and the reasons for any differences between the recent valuations of your common stock leading up to the IPO and the estimated offering price. This information will help facilitate our review of
your accounting for equity issuances including stock compensation and beneficial conversion features.

 CONFIDENTIAL
TREATMENT REQUESTED BY

 ALLOVIR, INC.

 July 20, 2020

 Page
 3

 The Company respectfully submits the below additional information to assist the Staff in its review of the
Company’s position with respect to its determination of the fair value of its common stock underlying its outstanding equity awards and the reasons for the differences between the recent valuation of its common stock and the estimated offering
price for its initial public offering (“IPO”).

 Preliminary IPO Price Range

The Company advises the Staff that it estimates a preliminary price range of approximately $[***] to $[***] per share (the “Preliminary Price
Range”) for its IPO, after giving effect to a reverse stock split that the Company plans to implement prior to effectiveness of the Registration Statement (the “Reverse Stock Split”) resulting in a midpoint of the
Preliminary Price Range of $[***] per share (the “Midpoint Price”). The actual price range to be included in a subsequent amendment to the Registration Statement (which will comply with the Staff’s interpretation regarding the
parameters of a bona fide price range) has not yet been determined and remains subject to adjustment based on factors outside of the Company’s control. However, the Company believes that the foregoing indicative price range will not be
subject to significant change.

 Stock Option Grants Since January 1, 2019

The following table summarizes by grant date the number of shares of common stock underlying stock options granted since January 1, 2019, as well as the
associated per share exercise price, equal to the estimated fair value per share of the Company’s common stock on the date of the option grant, and the estimated fair value of options per share used to determine stock-based compensation expense
for financial reporting purposes.

 Grant Date

Number of Shares
Underlying Option Grants

Exercise Price
Per Share

Estimated Fair Value Per
Share of Common Stock

 October 16, 2019

67,000

$
2.02

$
2.02

 February 17, 2020

5,000

$
2.02

$
2.02

 May 18, 2020

75,000

$
3.09

$
3.09

 Historical Fair Value Determination and Methodology

As there has been no public market for the Company’s common stock to date, the estimated fair value of its common stock has been determined by the
Company’s board of directors (the “Board”) as of the date of each option grant, with input from management, considering the

 CONFIDENTIAL
TREATMENT REQUESTED BY

 ALLOVIR, INC.

 July 20, 2020

 Page
 4

Company’s most recent third-party valuations of its common stock and the Board’s assessment of additional objective and subjective factors that it believed were relevant and which may
have changed from the date of the most recent third-party valuation through the date of the grant.

 Third-party valuations were performed in accordance
with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. As described in further detail in
the section of the Registration Statement entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Significant Judgements and Estimates—Stock-Based
Compensation Expense” and under “Discussion of Common Stock Valuations and Option Grants” below, the third-party valuation reports were prepared by determining the Company’s total equity value using appropriate valuation
methodologies and then allocating the value across the Company’s various outstanding securities at the time of valuation using one of the following valuation methods:

•

 OPM. The option pricing allocation method (“OPM”) treats common stock and preferred
stock as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s securities changes. The Company factored into the valuations the
likelihood of which the Company would seek a merger or sale or an IPO based on the Company’s status as of each valuation date. A discount for lack of marketability (“DLOM”) of the shares of common stock is then applied to arrive at an
indication of value for the shares of common stock.

•

 PWERM. Under the probability-weighted expected return method (“PWERM”) methodology,
the fair value of common stock is estimated based upon an analysis of future values for the Company, assuming various outcomes. The common stock value is based on the probability-weighted present value of expected future investment returns
considering each of the possible outcomes available as well as the rights of each class of stock. The future value of the common stock under each outcome is discounted back to the valuation date at an appropriate risk-adjusted discount rate and
probability weighted to arrive at an indication of value for the common stock.

•

 Hybrid. The Hybrid Method is a hybrid between the PWERM and OPM, estimating the probability-weighted value
across multiple scenarios, but using the OPM to estimate the allocation of value within one or more of those scenarios. Weighting allocations are assigned to the OPM and PWERM methods factoring possible future liquidity events.

 CONFIDENTIAL
TREATMENT REQUESTED BY

 ALLOVIR, INC.

 July 20, 2020

 Page
 5

 At each grant date, the Board considered whether any events had occurred that would trigger material changes
to the business or would require adjustment to the estimated fair value from the previous valuation date. Additional objective and subjective factors considered by the Company’s Board include the following:

•

 the prices at which the Company sold any shares of preferred stock and the superior rights and preferences of the
preferred stock relative to the common stock at the time of each grant;

•

 the progress of the Company’s research and development programs, including the status and results of
preclinical studies and clinical trials for the Company’s lead product candidates Viralym-M and ALVR106;

•

 the Company’s stage of development and commercialization and its business strategy;

•

 external market conditions affecting the life sciences industry and trends within the life sciences industry;

•

 the Company’s financial position, including cash, cash equivalents and short-term investments on hand, and
the Company’s limited historical and forecasted performance and operating results;

•

 the lack of an active public market for the Company’s common stock and preferred stock;

•

 the likelihood of achieving a liquidity event, such as an IPO or sale, in light of prevailing market conditions;

•

 the Company’s IPO timeline and readiness process and related activities; and

•

 the analysis of IPOs and the market performance of similar companies in the life sciences industry.

 Discussion of Common Stock Valuations and Stock Option Grants

The Company received a third-party valuation report of the Company’s common stock as of May 10, 2019 that indicated a fair value at $2.02 per share
(the “May 2019 Valuation”). The May 2019 Valuation utilized the OPM to derive the total implied equity value; specifically utilizing the backsolve method. The backsolve method takes into account the economic rights of recently
issued securities in relation to the rights of other equity securities within the capital structure. For purposes of the May 2019 Valuation, the backsolve method reflected the Company’s closing of the sale of its Series B Convertible Preferred
Stock on May 8, 2019, for a total of approximately $121.3 million.

 In determining the total implied equity value under the backsolve method,
the Company estimated a volatility of 70% and an estimated time to liquidity of 1 year, based on management’s best estimate of a liquidity event at such time. After applying a DLOM of 25%, the fair value of the common stock was estimated to be
$2.02, as of May 10, 2019.

 On October 16, 2019, the Company granted non-qualified stock options to a
consultant of the Company to purchase 67,000 shares of its common stock. On February 17, 2020, the Company

 CONFIDENTIAL
TREATMENT REQUESTED BY

 ALLOVIR, INC.

 July 20, 2020

 Page
 6

granted incentive stock options to an employee of the Company to purchase 5,000 shares of its common stock. In determining the exercise price for these option grants, the Board considered input
from management, the objective and subjective criteria discussed above and the results of the most recent third-party valuation, the May 2019 Valuation, using the assumptions provided above.

For the period from the date of May 10, 2019 through January 2020, the Board determined there were no internal or external developments since the May
2019 Valuation that warranted a change in the estimated fair value of the Company’s common stock, based, in part, upon a lack of significant new development milestones achieved by the Company. Management’s forecasted operating results
remained substantially unchanged from the May 2019 Valuation date through January 2020. Given the fact that no additional capital raising transactions had occurred and the lack of certainty of any future financing event, in the judgment of the
Board, there were no internal or external developments that would indicate that the fair value of the common stock had changed from the May 2019 Valuation to the grant made on October 16, 2019. As a result, the Board determined that the fair
market value of the Company’s common stock was $2.02 per share as of October 16, 2019.

 Management identified an IPO scenario as an exit
strategy for the Company in February 2020, however the February 17, 2020 grant for 5,000 options to purchase common stock was valued using the May 2019 Valuation due to the overall immateriality of the number of options granted. As a result,
the Board determined that the fair market value of the Company’s common stock was $2.02 per share for the February 17, 2020 stock options granted.

In the judgment of the Board, the IPO exit strategy identified in February 2020 indicated that the fair value of the common stock would likely change from the
May 2019 Valuation and contracted a third-party valuation specialist for a new valuation. As a result, the Board determined that the fair market value of the Company’s common stock was $3.09 per share as of February 29, 2020 based on the
Company’s third-party valuation as of February 29, 2020 (the “February 2020 Valuation”).

 The February 2020 Valuation utilized the OPM
to determine the total implied equity value. In allocating the total implied equity value the February 2020 Valuation considered two scenarios: a M&A scenario and an IPO scenario, both using the OPM. In the IPO scenario, conversion of the
preferred shares to common stock was assumed. In the M&A scenario, total implied equity value was allocated according to the preferred liquidation preference and conversion rights. Key assumptions used by the Company in the February 2020
Valuation were a term of 0.60 years, a volatility of 77.6%, a risk-free rate of 1.08% and a DLOM applied to the M&A scenario of 25.5%, and a DLOM applied to the IPO scenario of 16.5%.

 CONFIDENTIAL
TREATMENT REQUESTED BY

 ALLOVIR, INC.

 July 20, 2020

 Page
 7

 On May 18, 2020, the Board granted 75,000 options to purchase shares of common stock to an employee with
a fair value of $3.09 per share of common stock pursuant to the February 2020 Valuation. The Board determined that

CORRESP
1
filename1.htm

CORRESP

 Goodwin Procter LLP

 100 Northern Avenue

Boston, MA 02210

 goodwinlaw.com

+1 617 570 1000

FOIA CONFIDENTIAL TREATMENT REQUEST

 The entity
requesting confidential treatment is

 AlloVir, Inc.

 139 Main
Street, Suite 500

 Cambridge, MA 02142

 Telephone: (617) 433-2605

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

July 17, 2020

 VIA EDGAR AND OVERNIGHT DELIVERY

 U.S. Securities and Exchange Commission

 Office of
Healthcare and Insurance

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Chris Edwards and Tim Buchmiller

Re:
 AlloVir, Inc.

Registration Statement on Form S-1

File No. 333-239698

CIK No. 0001754068

 Rule 83
Confidential Treatment Request by AlloVir, Inc.

 Mr. Edwards and Mr. Buchmiller:

On behalf of AlloVir, Inc. (the “Company”), in response to comments from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) received by letter dated June 30, 2020 (the “Original Comment Letter”) relating to the Company’s Registration Statement on Form
S-1, originally confidentially submitted to the Commission on June 3, 2020, subsequently

CONFIDENTIAL TREATMENT REQUESTED BY

ALLOVIR, INC.

 July 17, 2020

 Page
 2

publicly filed by the Company with the Commission on July 6, 2020, 2020 (File No. 333-239698) (the “Registration Statement”), we
submit this supplemental letter to further address comment 8 of the Original Comment Letter.

 Confidential Treatment Request

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by the Company’s request for confidential
treatment for selected portions of this letter. The Company has concurrently filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of
the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations.

We confirm on behalf of the Company that, prior to circulating copies of the preliminary prospectus in connection with the offering, the Company will file a pre-effective amendment to the Registration Statement that will include all information other than information that may be excluded in reliance upon Rule 430A of Regulation C, and the actual price range to be
included in such amendment which will comply with the Staff’s interpretation regarding the parameters of a bona fide price range.

 The Company
expects to reflect the Reverse Stock Split in a pre-effective amendment to the Registration Statement that includes the estimated Preliminary Price Range; however, all dollar amounts and per share amounts in
this letter are pre-Reverse Stock Split, and therefore, consistent with the Registration Statement.

 The
Company respectfully requests that the bracketed information contained in this letter be treated as confidential information pursuant to Rule 83 promulgated by the Commission, 17 C.F.R. §200.8, and that the Commission provide timely notice to
Edward Miller, General Counsel, AlloVir, Inc., 139 Main Street, Suite 500, Cambridge, MA 02142, before it permits any disclosure of the bracketed information in this letter.

For the convenience of the Staff, we have recited the prior comment from the Staff in the Original Comment Letter in italicized type and have followed the
comment with the Company’s response.

8.
 Once you have an estimated offering price or range, please explain to us how you determined the fair value
of the common stock underlying your equity issuances and the reasons for any differences between the recent valuations of your common stock leading up to the IPO and the estimated offering price. This information will help facilitate our review of
your accounting for equity issuances including stock compensation and beneficial conversion features.

 CONFIDENTIAL
TREATMENT REQUESTED BY

 ALLOVIR, INC.

 July 17, 2020

 Page
 3

 The Company respectfully submits the below additional information to assist the Staff in its review of the
Company’s position with respect to its determination of the fair value of its common stock underlying its outstanding equity awards and the reasons for the differences between the recent valuation of its common stock and the estimated offering
price for its initial public offering (“IPO”).

 Preliminary IPO Price Range

The Company advises the Staff that it estimates a preliminary price range of approximately $[***] to $[***] per share (the “Preliminary Price
Range”) for its IPO, before giving effect to a reverse stock split that the Company plans to implement prior to effectiveness of the Registration Statement (the “Reverse Stock Split”) resulting in a midpoint of the
Preliminary Price Range of $[***] per share (the “Midpoint Price”). The actual price range to be included in a subsequent amendment to the Registration Statement (which will comply with the Staff’s interpretation regarding the
parameters of a bona fide price range) has not yet been determined and remains subject to adjustment based on factors outside of the Company’s control. However, the Company believes that the foregoing indicative price range will not be
subject to significant change.

 Stock Option Grants Since January 1, 2019

The following table summarizes by grant date the number of shares of common stock underlying stock options granted since January 1, 2019, as well as the
associated per share exercise price, equal to the estimated fair value per share of the Company’s common stock on the date of the option grant, and the estimated fair value of options per share used to determine stock-based compensation expense
for financial reporting purposes.

 Grant Date

Number of Shares
Underlying Option Grants

Exercise Price
Per Share

Estimated Fair Value Per
Share of Common Stock

 October 16, 2019

67,000

$
2.02

$
2.02

 February 17, 2020

5,000

$
2.02

$
2.02

 May 18, 2020

75,000

$
3.09

$
3.09

 Historical Fair Value Determination and Methodology

As there has been no public market for the Company’s common stock to date, the estimated fair value of its common stock has been determined by the
Company’s board of directors (the “Board”) as of the date of each option grant, with input from management, considering the

 CONFIDENTIAL
TREATMENT REQUESTED BY

 ALLOVIR, INC.

 July 17, 2020

 Page
 4

Company’s most recent third-party valuations of its common stock and the Board’s assessment of additional objective and subjective factors that it believed were relevant and which may
have changed from the date of the most recent third-party valuation through the date of the grant.

 Third-party valuations were performed in accordance
with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. As described in further detail in
the section of the Registration Statement entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Significant Judgements and Estimates—Stock-Based
Compensation Expense” and under “Discussion of Common Stock Valuations and Option Grants” below, the third-party valuation reports were prepared by determining the Company’s total equity value using appropriate valuation
methodologies and then allocating the value across the Company’s various outstanding securities at the time of valuation using one of the following valuation methods:

•

 OPM. The option pricing allocation method (“OPM”) treats common stock and preferred
stock as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s securities changes. The Company factored into the valuations the
likelihood of which the Company would seek a merger or sale or an IPO based on the Company’s status as of each valuation date. A discount for lack of marketability (“DLOM”) of the shares of common stock is then applied to arrive at an
indication of value for the shares of common stock.

•

 PWERM. Under the probability-weighted expected return method (“PWERM”) methodology,
the fair value of common stock is estimated based upon an analysis of future values for the Company, assuming various outcomes. The common stock value is based on the probability-weighted present value of expected future investment returns
considering each of the possible outcomes available as well as the rights of each class of stock. The future value of the common stock under each outcome is discounted back to the valuation date at an appropriate risk-adjusted discount rate and
probability weighted to arrive at an indication of value for the common stock.

•

 Hybrid. The Hybrid Method is a hybrid between the PWERM and OPM, estimating the probability-weighted value
across multiple scenarios, but using the OPM to estimate the allocation of value within one or more of those scenarios. Weighting allocations are assigned to the OPM and PWERM methods factoring possible future liquidity events.

 CONFIDENTIAL
TREATMENT REQUESTED BY

 ALLOVIR, INC.

 July 17, 2020

 Page
 5

 At each grant date, the Board considered whether any events had occurred that would trigger material changes
to the business or would require adjustment to the estimated fair value from the previous valuation date. Additional objective and subjective factors considered by the Company’s Board include the following:

•

 the prices at which the Company sold any shares of preferred stock and the superior rights and preferences of the
preferred stock relative to the common stock at the time of each grant;

•

 the progress of the Company’s research and development programs, including the status and results of
preclinical studies and clinical trials for the Company’s lead product candidates Viralym-M and ALVR106;

•

 the Company’s stage of development and commercialization and its business strategy;

•

 external market conditions affecting the life sciences industry and trends within the life sciences industry;

•

 the Company’s financial position, including cash, cash equivalents and short-term investments on hand, and
the Company’s limited historical and forecasted performance and operating results;

•

 the lack of an active public market for the Company’s common stock and preferred stock;

•

 the likelihood of achieving a liquidity event, such as an IPO or sale, in light of prevailing market conditions;

•

 the Company’s IPO timeline and readiness process and related activities; and

•

 the analysis of IPOs and the market performance of similar companies in the life sciences industry.

 Discussion of Common Stock Valuations and Stock Option Grants

The Company received a third-party valuation report of the Company’s common stock as of May 10, 2019 that indicated a fair value at $2.02 per share
(the “May 2019 Valuation”). The May 2019 Valuation utilized the OPM to derive the total implied equity value; specifically utilizing the backsolve method. The backsolve method takes into account the economic rights of recently
issued securities in relation to the rights of other equity securities within the capital structure. For purposes of the May 2019 Valuation, the backsolve method reflected the Company’s closing of the sale of its Series B Convertible Preferred
Stock on May 8, 2019, for a total of approximately $121.3 million.

 In determining the total implied equity value under the backsolve method,
the Company estimated a volatility of 70% and an estimated time to liquidity of 1 year, based on management’s best estimate of a liquidity event at such time. After applying a DLOM of 25%, the fair value of the common stock was estimated to be
$2.02, as of May 10, 2019.

 On October 16, 2019, the Company granted non-qualified stock options to a
consultant of the Company to purchase 67,000 shares of its common stock. On February 17, 2020, the Company

 CONFIDENTIAL
TREATMENT REQUESTED BY

 ALLOVIR, INC.

 July 17, 2020

 Page
 6

granted incentive stock options to an employee of the Company to purchase 5,000 shares of its common stock. In determining the exercise price for these option grants, the Board considered input
from management, the objective and subjective criteria discussed above and the results of the most recent third-party valuation, the May 2019 Valuation, using the assumptions provided above.

For the period from the date of May 10, 2019 through January 2020, the Board determined there were no internal or external developments since the May
2019 Valuation that warranted a change in the estimated fair value of the Company’s common stock, based, in part, upon a lack of significant new development milestones achieved by the Company. Management’s forecasted operating results
remained substantially unchanged from the May 2019 Valuation date through January 2020. Given the fact that no additional capital raising transactions had occurred and the lack of certainty of any future financing event, in the judgment of the
Board, there were no internal or external developments that would indicate that the fair value of the common stock had changed from the May 2019 Valuation to the grant made on October 16, 2019. As a result, the Board determined that the fair
market value of the Company’s common stock was $2.02 per share as of October 16, 2019.

 Management identified an IPO scenario as an exit
strategy for the Company in February 2020, however the February 17, 2020 grant for 5,000 options to purchase common stock was valued using the May 2019 Valuation due to the overall immateriality of the number of options granted. As a result,
the Board determined that the fair market value of the Company’s common stock was $2.02 per share for the February 17, 2020 stock options granted.

In the judgment of the Board, the IPO exit strategy identified in February 2020 indicated that the fair value of the common stock would likely change from the
May 2019 Valuation and contracted a third-party valuation specialist for a new valuation. As a result, the Board determined that the fair market value of the Company’s common stock was $3.09 per share as of February 29, 2020 based on the
Company’s third-party valuation as of February 29, 2020 (the “February 2020 Valuation”).

 The February 2020 Valuation utilized the OPM
to determine the total implied equity value. In allocating the total implied equity value the February 2020 Valuation considered two scenarios: a M&A scenario and an IPO scenario, both using the OPM. In the IPO scenario, conversion of the
preferred shares to common stock was assumed. In the M&A scenario, total implied equity value was allocated according to the preferred liquidation preference and conversion rights. Key assumptions used by the Company in the February 2020
Valuation were a term of 0.60 years, a volatility of 77.6%, a risk-free rate of 1.08% and a DLOM applied to the M&A scenario of 25.5%, and a DLOM applied to the IPO scenario of 16.5%.

 CONFIDENTIAL
TREATMENT REQUESTED BY

 ALLOVIR, INC.

 July 17, 2020

 Page
 7

 On May 18, 2020, the Board granted 75,000 options to purchase shares of common stock to an employee with
a fair value of $3.09 per share of common stock pursuant to the February 2020 Valuation. The Board determined that the fair value of common stock as of May 18, 2020 remained at $3.09 per share because the Company (i) had just begun to hold
testing-the-waters (“TTW”) meetings, receiving limited un

United States securities and exchange commission logo
July 14, 2020
David Hallal
Chief Executive Officer
AlloVir, Inc.
139 Main Street, Suite 500
Cambridge, MA 02142
Re:AlloVir, Inc.
Registration Statement on Form S-1
Filed July 6, 2020
File No. 333-239698
Dear Mr. Hallal:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 6, 2020 letter.
Registration Statement on Form S-1
Use of Proceeds, page 75
1.We note the disclose added in response to prior comment 6.  Please expand your
disclosure to indicate how far you expect the proceeds from the offering will allow you to
proceed in the planned Phase 2 and Phase 3 clinical trials for Viralym-M, and the planned
clinical trials for ALVR106, ALVR107, ALVR108 and ALVR109.
Redeemable Preferred Stock Redemption Agreement, page 183
2.We note your revisions in response to prior comment 15 and your disclosure regarding a
"low double-digit percentage" in this and other sections of your prospectus.  Please revise

 FirstName LastNameDavid Hallal
 Comapany NameAlloVir, Inc.
 July 14, 2020 Page 2
 FirstName LastName
David Hallal
AlloVir, Inc.
July 14, 2020
Page 2

your disclosure throughout your prospectus to narrow the ranges disclosed as "low
double-digit" to no more than ten percentage points (for example, between ten and twenty
percent, etc.).
            You may contact Christine Torney at (202) 551-3652 or Lisa Vanjoske at (202) 551-3614
if you have questions regarding comments on the financial statements and related matters.
Please contact Chris Edwards at (202) 551-6761 or Tim Buchmiller at (202) 551- 3635 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Danielle Lauzon, Esq.

CORRESP
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CORRESP

 July 6, 2020

VIA EDGAR AND FEDERAL EXPRESS

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Mail Stop 4561

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Chris Edwards and Tim
Buchmiller

Re:
 AlloVir, Inc.

Draft Registration Statement on Form S-1

Submitted June 3, 2020

CIK No. 0001754068

 Dear
Mr. Edwards and Mr. Buchmiller,

 This letter is submitted on behalf of AlloVir, Inc. (the “Company”) in
response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Draft Registration
Statement on Form S-1, confidentially submitted on June 3, 2020 (the “Draft Registration Statement”), as set forth in the Staff’s letter dated June 30, 2020 addressed to David
Hallal (the “Comment Letter”). In response to the comments set forth in the Comment Letter, the Company has revised the Draft Registration Statement and is publicly filing its Registration Statement on Form S-1 (the “Registration Statement”) together with this response letter. The Registration Statement also contains certain additional updates and revisions.

For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your
convenience, we have italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Draft Registration Statement, and page references in the
responses refer to the Registration Statement. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Registration Statement.

The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company. In addition to submitting this letter
via EDGAR, we are sending via Federal Express four (4) copies of each of this letter and the Registration Statement (marked to show changes from the Draft Registration Statement).

Draft Registration Statement on Form S-1 Submitted June 3, 2020

Overview, page 1

1.
 We note you plan to initiate a total of six Phase 3 pivotal and Phase 2 proof-of-concept trials. Please specify the number of Phase 3 trials and the number of Phase 2 trials that you plan to initiate.

Response: The Company respectfully advises the Staff that it has revised its disclosure on pages 1, 2, 84, 102 and 104 of the
Registration Statement to specify that the Company plans to initiate three Phase 3 trials and three Phase 2 trials.

 Mr. Edwards and Mr. Buchmiller

United States Securities and Exchange Commission

 July 6, 2020

  Page
 2

2.
 Please clarify in the summary that the PRIME and RMAT designations may not lead to a faster development
process or regulatory review and does not increase the likelihood that a product candidate will receive approval.

Response: The Company respectfully advises the Staff that it has revised its disclosure on pages 1 and 115 of the Registration
Statement.

3.
 Please remove all statements throughout your prospectus that present your conclusions regarding the safety
or efficacy of your product candidates as these determinations are within the authority of the FDA and comparable regulatory bodies. We note, for example, on pages 1, 84, 102, 109 and 113, your statements regarding having seen “promising
efficacy and safety data” in the patients you have treated, and your heading “Safety Results” on page 118.

Response: The Company respectfully advises the Staff that it has revised its disclosure on pages 1, 84, 102, 109, 114 and 119 of the
Registration Statement.

 Our Strategy, page 4

4.
 We note your disclosure that your allogeneic VST platform has been clinically validated. Please provide the
basis for this statement.

 Response: The Company respectfully advises the Staff that it has deleted this
disclosure on pages 5 and 105 of the Registration Statement.

 We are highly dependent on our key personnel and anticipate hiring new key personnel,
page 58

5.
 Please expand the disclosure in this risk factor to disclose, if true, that Messrs. Hallal
and Sinha do not dedicate 100% of their time to your operations.

 Response: The Company respectfully
advises the Staff that it has revised its disclosure on pages 58 and 59 of the Registration Statement.

 Use of Proceeds, page 75

6.
 Please revise your disclosure in this section to indicate how far you expect the proceeds from the offering
will allow you to proceed in the separate clinical trials for your VST product candidates. Please specify which candidates will be advanced with the proceeds of the offering and which clinical trials will be funded. If the anticipated proceeds from
your offering will not be sufficient to complete those trials, please disclose the amount and sources of other funds needed.

Response: The Company respectfully advises the Staff that it has revised its disclosure on page 75 of the Registration Statement to
clarify which clinical trials the Company expects will be funded with the proceeds of this offering. The Company advises the Staff that it will supplementally provide the requested information once the estimated proceeds of the offering have been
determined.

 Mr. Edwards and Mr. Buchmiller

United States Securities and Exchange Commission

 July 6, 2020

  Page
 3

 Management’s Discussion and
Analysis of Financial Conditions and Results of Operations Components of Results of Operations Revenue, page 86

7.
 Although we note you terminated the CPRIT grant, please clarify in an appropriate location if this
terminated CPRIT’s right to receive a royalty in perpetuity that is disclosed on page F-24.

Response: The Company respectfully advises the Staff that it has revised its disclosure on pages 86 and F-24 of the Registration
Statement to clarify CPRIT’s right to receive a royalty.

 Critical Accounting Policies and Significant Judgments and Estimates Stock-Based
Compensation Expense, page 97

8.
 Once you have an estimated offering price or range, please explain to us how you determined the fair value
of the common stock underlying your equity issuances and the reasons for any differences between the recent valuations of your common stock leading up to the IPO and the estimated offering price. This information will help facilitate our review of
your accounting for equity issuances including stock compensation and beneficial conversion features.

 Response:
The Company respectfully acknowledges the Staff’s comment and will supplementally provide the requested information once the estimated offering price range has been determined.

Limitations of Current Therapies for Immunocompromised Patients, page 108

9.
 We note the disclosure in this section that you infused 118 patients with third-party donor off-the-shelf VST therapies. We also note your disclosure that you have treated over 275 HSCT patients with either single or multi-virus targeted allogeneic VSTs. Please
revise to explain the difference in the number of treated patients.

 Response: The Company respectfully
advises the Staff that it has revised its disclosure on page 110 of the Registration Statement.

 Viralym-M Phase 2 Proof-of-concept CHARMS Clinical Results in Allo-HSCT Patients, page 115

10.
 Please revise to indicate whether this trial was powered to assess statistical significance for the
infections studied.

 Response: The Company respectfully advises the Staff that it has revised its disclosure
on page 117 of the Registration Statement.

 Clinical and Virologic Response, page 118

11.
 We note the disclosure that 54 patients had either a partial or complete response by 6 weeks post infusion.
Please specify the number of patients that had a partial response and the number that had a complete response.

Response: The Company respectfully advises the Staff that it has revised its disclosure on pages 118 and 119 of the Registration
Statement.

 Mr. Edwards and Mr. Buchmiller

United States Securities and Exchange Commission

 July 6, 2020

  Page
 4

 Safety Results, page 118

12.
 We note the disclosure that none of the grade 5 SAEs were treatment related. Please clarify whether any of
the grade 4 SAEs or the de novo GVHDs were deemed to be treatment related.

 Response: The Company respectfully
advises the Staff that it has revised its disclosure on page 119 of the Registration Statement.

 Respiratory Virus Infections in HSCT Patients, page
131

13.
 Please clarify whether the IND that you plan to submit for ALVR106 will cover all respiratory viral disease
or if it will be limited to certain indications.

 Response: The Company respectfully advises the Staff that it
has revised its disclosure on page 133 of the Registration Statement.

 License Agreement, page 140

14.
 Please quantify the non-refundable annual license maintenance fee
payable to the Baylor College of Medicine.

 Response: The Company respectfully advises the Staff that it has
revised its disclosure on page 143 of the Registration Statement.

 Redeemable Preferred Stock Redemption Agreement, page 181

15.
 Please file this agreement as an exhibit and briefly disclose the material “certain conditions”
under which the earnout payments may be reduced. Please also disclose the obligation to make these payments in your prospectus summary.

Response: The Company respectfully advises the Staff that it has revised its disclosure on pages 7 and 183 of the Registration Statement
and will file the Redeemable Preferred Stock Redemption Agreement as an exhibit to the Registration Statement.

 Policies for Approval of Related Party
Transactions, page 183

16.
 Please disclose the standards that will be applied in determining whether to approve any of the transactions
described in this section. Refer to Item 404(b)(1)(ii) of Regulation S-K.

Response: The Company respectfully advises the Staff that it has revised its disclosure on page 186 of the Registration Statement.

Choice of Forum, page 190

17.
 Please conform the language in this section to be consistent with the language in the risk factor on page 69
regarding the applicability of the exclusive forum provision to causes of action arising under the Securities Act or the Exchange Act and that stockholders cannot waive compliance with the federal securities laws and the rules and regulations
thereunder.

 Mr. Edwards and Mr. Buchmiller

United States Securities and Exchange Commission

 July 6, 2020

  Page
 5

 Response: The
Company respectfully advises the Staff that it has revised its disclosure on page 193 of the Registration Statement.

 Financial Statements

Consolidated Statements of Cash Flows, page F-7

18.
 The Statement of Cash Flows shows a cash payment for “Redemption of Redeemable Preferred Stock”
for $10 million in 2018. Please tell us what other account(s) was/were affected by this transaction. We do not see any a corresponding amount on the Consolidated Statements of Members’ Interest, Convertible Preferred Stock and Changes in
Members’ and Stockholders’ Deficit.

 Response: The Company respectively advises the Staff that on
the date of the LLC Conversion, the Company issued a total of 26.7 million shares of Series A preferred stock (“Series A1”) to the Original LLC Members. Of this amount, 6.7 million of the Series A were issued
pursuant to a Redeemable Preferred Stock Agreement (“Redemption Agreement”). The terms of the Redemption Agreement required the Company to simultaneously issue and then immediately redeem the 6.7 million shares of Series A1
(the “Redeemable Preferred Stock”) from the Original LLC Members for $10 million in cash, plus the right to a future earnout payment. As such, the Redeemable Preferred Stock met the definition of a mandatorily redeemable
financial instrument (as described in ASC 480-10). Specifically, the Redeemable Preferred Stock met the definition of a mandatorily redeemable financial instrument for the following reasons: (i) the
Redeemable Preferred Stock was issued in the form of shares (Series A1) and (ii) the Redeemable Preferred Stock embodied an unconditional obligation requiring the Company to redeem the Redeemable Preferred Stock by transferring its assets
(i.e., $10 million in cash) at a specified or determinable date (i.e., immediate redemption upon the issuance date of September 17, 2018, pursuant to the Redemption Agreement). In addition, the earnout payment does not impact (ii) as it
represents a contingent payment that the Company concluded had de minimis value at the date of the Redemption Agreement. Further, because this redemption is unrelated to the liquidation or termination of the Company, the exemption in
paragraph ASC 480-10-25-4 is not relevant. Therefore, based on the guidance above, the Company concluded the Redeemable Preferred
Stock met the definition of a mandatorily redeemable financial instrument and was required to be classified as a liability.

 Upon
redemption of the Redeemable Preferred Stock, there was no difference between the carrying amount of the Redeemable Preferred Stock and the cash consideration delivered to the Original Members (i.e., both amounts were $10 million) as the
carrying amount of the Redeemable Preferred Stock equaled its fair value and the earnout payment had de minimis value at the date of the Redemption Agreement. Because of the simultaneous issuance and redemption of the Redeemable Preferred
Stock, the amount does not appear on the balance sheet as of December 31, 2018. Upon redemption of the Redeemable Preferred Stock, the Company derecognized the liability from its books and decreased its cash by the amount of the $10 million
payment, which was shown as a financing outflow of cash within the statement of cash flows.

 The Company also reflected the issuance of the
6.7 million shares of Series A1 associated with the Redeemable Preferred Stock in the Issuance of Redeemable Preferred Stock, recognition of deemed dividend and repurchase of Class B membership interest upon LLC Conversion and the
redemption of the 6.7 million shares of Series A1 associated with the Redeemable Preferred Stock in the Redemption of Redeemable Preferred Stock line items, respectively, on the Consolidated Statement of Members’ Interest, Convertible
Preferred Stock and Changes in Members’ and Stockholders’ Deficit for the year ended December 31, 2018.

 Mr. Edwards and Mr. Buchmiller

United States Securities and Exchange Commission

 July 6, 2020

  Page
 6

 The Company
respectfully advises the Staff that it has revised its disclosure on page F-28 of this Registration Statement.

 General

19.
 Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the
Securities Act, that you or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications.

Response: The Company respectfully advises the Staff that it has made available to the Staff, on a confidential basis under separate
cover, copies of all written communications presented to potential investors in reliance on Section 5(d) of the Securities Act and will continue to do so and further advises the Staff that it will collect copies of any such materials from
potential investors.

 If you should have any questions regarding the enclosed matters, please contact the undersigned at (617) 570-1955.

 Sincerely,

/s/ Danielle Lauzon,
Esq.

Danielle Lauzon, Esq.

Cc:    David Hallal, AlloVir, Inc.

Mitchell S. Bloom, Esq., Goodwin Procter LLP

Nathan Ajiashvili, Esq., Latham & Watkins LLP

Justin L. McNamee, Esq., Latham & Watkins LLP

United States securities and exchange commission logo
June 30, 2020
David Hallal
Chief Executive Officer
AlloVir, Inc.
139 Main Street, Suite 500
Cambridge, MA 02142
Re:AlloVir, Inc.
Draft Registration Statement on Form S-1
Submitted on June 3, 2020
CIK No. 0001754068
Dear Mr. Hallal:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Overview, page 1
1.We note you plan to initiate a total of six Phase 3 pivotal and Phase 2 proof-of-concept
trials. Please specify the number of Phase 3 trials and the number of Phase 2 trials that you
plan to initiate.
2.Please clarify in the summary that the PRIME and RMAT designations may not lead to a
faster development process or regulatory review and does not increase the likelihood that
a product candidate will receive approval.
3.Please remove all statements throughout your prospectus that present your conclusions
regarding the safety or efficacy of your product candidates as these determinations are

 FirstName LastNameDavid Hallal
 Comapany NameAlloVir, Inc.
 June 30, 2020 Page 2
 FirstName LastName
David Hallal
AlloVir, Inc.
June 30, 2020
Page 2
within the authority of the FDA and comparable regulatory bodies.  We note, for example,
on pages 1, 84, 102, 109 and 113, your statements regarding having seen "promising
efficacy and safety data" in the patients you have treated, and your heading "Safety
Results" on page 118.
Our Strategy, page 4
4.We note your disclosure that your allogeneic VST platform has been clinically validated.
Please provide the basis for this statement.
We are highly dependent on our key personnel and anticipate hiring new key personnel, page 58
5.Please expand the disclosure in this risk factor to disclose, if true, that Messrs. Hallal
and Sinha do not dedicate 100% of their time to your operations.
Use of Proceeds, page 75
6.Please revise your disclosure in this section to indicate how far you expect the proceeds
from the offering will allow you to proceed in the separate clinical trials for your VST
product candidates.  Please specify which candidates will be advanced with the proceeds
of the offering and which clinical trials will be funded.  If the anticipated proceeds from
your offering will not be sufficient to complete those trials, please disclose the amount and
sources of other funds needed.
Management's Discussion and Analysis of Financial Conditions and Results of Operations
Components of Results of Operations
Revenue, page 86
7.Although we note you terminated the CPRIT grant, please clarify in an appropriate
location if this terminated CPRIT's right to receive a royalty in perpetuity that is disclosed
on page F-24.
Critical Accounting Policies and Significant Judgments and Estimates
Stock-Based Compensation Expense, page 97
8.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common stock underlying your equity issuances and the
reasons for any differences between the recent valuations of your common stock leading
up to the IPO and the estimated offering price. This information will help facilitate our
review of your accounting for equity issuances including stock compensation and
beneficial conversion features.

 FirstName LastNameDavid Hallal
 Comapany NameAlloVir, Inc.
 June 30, 2020 Page 3
 FirstName LastName
David Hallal
AlloVir, Inc.
June 30, 2020
Page 3
Limitations of Current Therapies for Immunocompromised Patients, page 108
9.We note the disclosure in this section that you infused 118 patients with third-party
donor off-the-shelf VST therapies.  We also note your disclosure that you have treated
over 275 HSCT patients with either single or multi-virus targeted allogeneic VSTs.
Please revise to explain the difference in the number of treated patients.
Viralym-M Phase 2 Proof-of-concept CHARMS Clinical Results in Allo-HSCT Patients, page
115
10.Please revise to indicate whether this trial was powered to assess statistical significance
for the infections studied.
Clinical and Virologic Response, page 118
11.We note the disclosure that 54 patients had either a partial or complete response by 6
weeks post infusion.  Please specify the number of patients that had a partial response and
the number that had a complete response.
Safety Results, page 118
12.We note the disclosure that none of the grade 5 SAEs were treatment related.  Please
clarify whether any of the grade 4 SAEs or the de novo GVHDs were deemed to be
treatment related.
Respiratory Virus Infections in HSCT Patients, page 131
13.Please clarify whether the IND that you plan to submit for ALVR106 will cover all
respiratory viral disease or if it will be limited to certain indications.
License Agreement, page 140
14.Please quantify the non-refundable annual license maintenance fee payable to the Baylor
College of Medicine.
Redeemable Preferred Stock Redemption Agreement, page 181
15.Please file this agreement as an exhibit and briefly disclose the material "certain
conditions" under which the earnout payments may be reduced.  Please also disclose the
obligation to make these payments in your prospectus summary.
Policies for Approval of Related Party Transactions, page 183
16.Please disclose the standards that will be applied in determining whether to approve any
of the transactions described in this section.  Refer to Item 404(b)(1)(ii) of Regulation S-
K.

 FirstName LastNameDavid Hallal
 Comapany NameAlloVir, Inc.
 June 30, 2020 Page 4
 FirstName LastName
David Hallal
AlloVir, Inc.
June 30, 2020
Page 4
Choice of Forum, page 190
17.Please conform the language in this section to be consistent with the language in the risk
factor on page 69 regrading the applicability of the exclusive forum provision to causes of
action arising under the Securities Act or the Exchange Act and that stockholders
cannot waive compliance with the federal securities laws and the rules and regulations
thereunder.
Financial Statements
Consolidated Statements of Cash Flows, page F-7
18.The Statement of Cash Flows shows a cash payment for "Redemption of Redeemable
Preferred Stock" for $10 million in 2018. Please tell us what other account(s) was/were
affected by this transaction. We do not see any a corresponding amount on the
Consolidated Statements of Members’ Interest, Convertible Preferred Stock and Changes
in Members’ and Stockholders’ Deficit.
General
19.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Christine Torney at (202) 551-3652 or Lisa Vanjoske at (202) 551-
3614 if you have questions regarding comments on the financial statements and related
matters.  Please contact Chris Edwards at (202) 551-6761 or Tim Buchmiller at (202) 551-
3635 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Danielle Lauzon, Esq.