Alaunos Therapeutics, Inc. Announces Pricing of Registered Direct Offering priced at-the-market under Nasdaq rules

Alaunos Therapeutics raises about $1.12 million via an at-the-market registered direct equity offering to support working capital needs.

Rhea-AI Summary

Alaunos Therapeutics (TCRT) priced a registered direct offering of common stock and pre-funded warrants at $1.46 per share on September 18, 2026.

The company agreed to sell 380,469 shares of common stock and pre-funded warrants for up to 386,654 additional shares, for aggregate gross proceeds of approximately $1.12 million before fees and expenses. The offering is priced at-the-market under Nasdaq rules and is expected to close on or about September 21, 2026, subject to customary closing conditions. Net proceeds are intended primarily for general working capital and corporate purposes. Dawson James Securities is acting as sole placement agent, and the securities are being issued under an effective Form S-3 shelf registration statement.

Positive

• Registered direct offering expected to raise approximately $1.12 million in gross proceeds
• Offering priced at-the-market under Nasdaq rules, avoiding a disclosed discount
• Net proceeds designated primarily for working capital and corporate purposes

Negative

• Issuance of 380,469 shares plus pre-funded warrants for 386,654 shares adds up to 767,123 potential new shares, implying dilution for existing shareholders
• Gross proceeds of about $1.12 million are relatively modest, limiting immediate balance sheet impact

News Explained

The agreed financing is $1.12 million gross versus $124,000 cash at June 30, while settlement would increase shares and dilute existing ownership.

Alaunos has agreed to sell common stock and pre-funded warrants, but the transaction is not yet closed; if the securities settle or the warrants convert, the added shares would reduce existing holders’ percentage ownership.

The pre-funded warrants are sold near the share price and convert into common stock at a nominal exercise price; the release specifies 380,469 common shares and warrants for up to 386,654 shares.

Using the last reported quarterly operating cash outflow, the offering’s gross amount equals 339.7 days of that historical cash use, before placement fees and offering expenses.

The SEC prospectus supplement and the expected September 21, 2026 closing are the specified checkpoints for final terms and completion; until closing, the proceeds and issued shares are not yet settled.

Sources and calculations

• Alaunos Therapeutics registered direct offering release (2026-09-18)
• Pre-funded warrant definition (2026-07-17)
• Dilution definition (2026-07-17)
• Second-quarter 2026 fundamentals (2026Q2)

• Offering gross against the last reported quarterly operating outflow, in days at that rate $1,120,000 / ($300,000 / 91) = 339.7 days

Argus 15 min delay

-5.63% vs previous close $1.51 last price 36.2x rel. volume Open Argus

Details

Market reaction after registered direct offering: TCRT -5.63%

-20.6% Trough in 16 min

$1.44 $3.12 Day Range

$3.84M Market Cap

Following this news, TCRT has declined 5.63%, reflecting a notable negative market reaction. Argus tracked a trough of -20.6% from its starting point during tracking. Our momentum scanner has triggered 166 alerts so far, indicating very high trading interest and price volatility. The stock is currently trading at $1.51. Trading volume is exceptionally heavy at 36.2x the average, suggesting significant selling pressure.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Market Context

A prior registered direct offering on Jun 23 was followed by a 4.43% 24-hour gain, while TCRT had al...

Analysis

A prior registered direct offering on Jun 23 was followed by a 4.43% 24-hour gain, while TCRT had already risen 25% before this announcement; both observations frame the financing against pre-existing trading data.

Key Figures

Common shares offered: 380,469 shares Pre-funded warrants: 386,654 shares Offering price: $1.46 per share +2 more

Common shares offered

380,469 shares

Registered direct offering

Pre-funded warrants

386,654 shares

Warrants to purchase common stock

Offering price

$1.46 per share

Priced at-the-market under Nasdaq rules

Gross proceeds

$1,120,000

Before placement agent fees and offering expenses

Expected closing

September 21, 2026

Subject to customary closing conditions

Previous Offering Reports

1 past event · Latest: Jun 23

Same Type 1 event

1. Jun 23

   Registered direct offering

   24h Move

   +4.4%

   Registered direct financing funded obesity program and general corporate purposes.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

registered direct offering, pre-funded warrants, at-the-market, shelf registration statement, +1 more

5 terms

registered direct offering financial

"entered into definitive agreements with institutional investors in a registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

pre-funded warrants financial

"and pre-funded warrants to purchase up to 386,654 shares of common stock"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

at-the-market financial

"The offering was priced at-the-market under Nasdaq rules."

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

shelf registration statement regulatory

"offered and sold pursuant to an effective shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"shelf registration statement on Form S-3"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FORT LAUDERDALE, Fla., Sept. 18, 2026 (GLOBE NEWSWIRE) -- Alaunos Therapeutics, Inc. (Nasdaq: TCRT) today announced that it has entered into definitive agreements with institutional investors in a registered direct offering for the sale of 380,469 shares of its common stock and pre-funded warrants to purchase up to 386,654 shares of common stock at a price of $1.46 per share, for aggregate gross proceeds of approximately $1,120,000, before deducting placement agent fees and offering expenses. The offering was priced at-the-market under Nasdaq rules. The offering is expected to close on or about September 21, 2026, subject to the satisfaction of customary closing conditions.

The Company intends to use the net proceeds from the offering primarily for general working capital and corporate purposes.

Dawson James Securities, Inc. is acting as sole placement agent for the offering.

The securities will be offered and sold pursuant to an effective shelf registration statement on Form S-3 (File No. 333-289748), including a base prospectus, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 11, 2025 and became effective on December 1, 2025. The offering will be made only by means of a written prospectus. A prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the SEC on its website at www.sec.gov. Copies of the prospectus supplement and the accompanying prospectus relating to the offering may also be obtained, when available, from the offices of Dawson James Securities, Inc. 2700 N Military Trail, Suite 100, Boca Raton, FL, 33431 or by email at investmentbanking@dawsonjames.com.

Interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Alaunos Therapeutics

Alaunos Therapeutics is a biotechnology company focused on developing novel therapeutics. The Company’s obesity and metabolic disorders program is advancing ALN1003, an oral small-molecule candidate being evaluated as a potential differentiated, non-hormonal, non-incretin approach for obesity- and metabolic-disease-relevant biology.

Forward-Looking Statements

This press release may include "forward-looking statements" pursuant to the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. To the extent that the information presented in this press release discusses financial projections, information, or expectations about our business plans, results of operations, products, or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as "should", "may," "intends," "anticipates," "believes," "estimates," "projects," "forecasts," "expects," "plans," and "proposes." Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading "Risk Factors" and elsewhere in documents that we file from time to time with the SEC. Forward-looking statements speak only as of the date of the document in which they are contained, and Alaunos Therapeutics, Inc., does not undertake any duty to update any forward-looking statements except as may be required by law.

Investor / Media Contact

ir@alaunos.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When is the Alaunos Therapeutics registered direct offering expected to close?

The offering is expected to close on or about September 21, 2026, subject to the satisfaction of customary closing conditions.

What securities is Alaunos Therapeutics issuing in this offering and at what price?

Alaunos is selling 380,469 shares of common stock and pre-funded warrants to purchase up to 386,654 shares of common stock, all at a price of $1.46 per share.

Under what registration statement is the Alaunos offering being conducted?

The securities are being offered and sold pursuant to an effective Form S-3 shelf registration statement (File No. 333-289748), which was initially filed with the SEC on November 11, 2025 and became effective on December 1, 2025.

Who is acting as placement agent for the Alaunos Therapeutics offering?

Dawson James Securities is acting as the sole placement agent for this registered direct offering.

How can investors obtain the prospectus for the Alaunos offering?

A prospectus supplement and accompanying prospectus will be filed with the SEC and made available on the SEC website at www.sec.gov. Copies may also be obtained, when available, from Dawson James Securities, 2700 N Military Trail, Suite 100, Boca Raton, FL 33431, or by email at investmentbanking@dawsonjames.com.