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Schedule 13D Overview – WaterMill Asset Management Corp. & Robert W. Postma / Alaunos Therapeutics (TCRT)

The filing discloses that WaterMill Asset Management Corp. ("WaterMill") and its president, director and sole shareholder Robert W. Postma have jointly reported beneficial ownership of 199,796 common shares of Alaunos Therapeutics, Inc., representing 9.0 % of the outstanding common equity (based on 2,074,746 shares outstanding as of 30 Jun 2025 plus applicable convertibles/options). Ownership is structured as follows:

• WaterMill directly holds 33,333 common shares and 600 shares of Series A-2 Convertible Preferred Stock (convertible into 133,630 common shares), giving it 166,963 shares (7.6 %) of voting and dispositive power.
• Robert W. Postma directly owns 32,820 common shares (including 3,737 vested options) and may be deemed to share voting/dispositive power over WaterMill’s position and 13 shares held by his spouse, for an aggregate 199,796 shares (9.0 %).

Capital Injections & Convertible Securities

• Series A-1 Preferred: 500 shares purchased on 11 Apr 2025 for US$0.5 m; convertible into 181,159 common shares but subject to a 4.99 % beneficial-ownership cap, therefore currently excluded from the 13D share count.
• Series A-2 Preferred: 600 shares purchased on 24 Jun 2025 for US$0.6 m; convertible into 133,630 common shares at the initial conversion price and vote 1:1 with common stock.
• Total cash invested in preferred stock during 2025: US$1.1 million; direct common share purchases by WaterMill and Postma total roughly US$28.1 million (including brokerage commissions).

Intent & Governance

• Postma already serves as a director of Alaunos. Apart from normal board duties, the Reporting Persons state no definitive plans regarding mergers, asset sales, board changes or other corporate actions but reserve the right to adjust their holdings.
• A Joint Filing Agreement dated 1 Jul 2025 formalises coordinated reporting under Section 13(d).

Potential Dilution

• If all Series A-1 and Series A-2 preferred and Postma’s options were fully converted/exercised, a possible additional 318,526 common shares could be issued, increasing the fully diluted share count by roughly 15 % versus the current outstanding total.

Key Takeaways for Investors

• An insider-aligned investment group now controls just under 10 % of Alaunos, suggesting heightened influence on strategic direction and capital allocation.
• The recent preferred offerings provided fresh capital but introduce convertible instruments with voting rights, creating a real—though partially capped—dilution overhang for existing common shareholders.

Positive

• Director-led group increased ownership to 9 %, enhancing management-shareholder alignment.
• US$1.1 million of new capital raised through Series A-1 and A-2 preferred share offerings, bolstering liquidity.
• Series A-1 4.99 % conversion cap limits immediate dilution, offering near-term protection to common holders.

Negative

• Convertible preferred shares and options could expand share count by ~15 %, creating a dilution overhang.
• Series A-2 preferred votes 1:1 with common, potentially amplifying WaterMill’s influence relative to economic ownership.

Insights

Corporate Governance Expert

TL;DR: 9 % stake by director-led WaterMill increases influence but adds convertible dilution risk; impact is moderately positive.

From a governance standpoint, Robert W. Postma’s dual role as board member and largest outside shareholder (9 %) aligns his economics with common investors and can sharpen oversight. The joint Schedule 13D signals coordinated intent and the ability to press for operational or strategic changes if results disappoint. Fresh capital via Series A-1/A-2 financings strengthens liquidity at a critical stage for a pre-revenue biotech, potentially extending runway for clinical programs.

However, the convertible preferred structure embeds a significant contingent share issuance—up to ~318 k shares—representing roughly 15 % of today’s outstanding equity. While the Series A-1 4.99 % blocker tempers immediate dilution, conversion could materially expand the float and pressure valuation if fundamentals lag. Overall impact is rated neutral-to-slightly positive: governance alignment and added cash offset dilution concerns.

Equity Dilution & Capital Structure Analyst

TL;DR: Preferred stock convertible at fixed price creates 15 % potential dilution; cash infusion improves liquidity.

The April (A-1) and June (A-2) preferred rounds raised US$1.1 m in total and carry 1:1 voting rights with common stock. At full conversion, these securities would issue 314,789 new shares (181,159 from A-1; 133,630 from A-2). Including 3,737 options, potential dilution reaches ~15 % of the 2.07 m share base. The 4.99 % blocker on A-1 provides near-term protection, but investors should model dilution once blocker thresholds are amended or holdings transferred.

WaterMill’s average cash cost (US$1,000 per preferred share vs existing common market price) suggests conversion would likely occur only if Alaunos’s equity appreciates meaningfully, aligning incentives but introducing an overhang. Capital structure remains manageable, yet prospective shareholders must weigh dilution against incremental cash runway.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SEAWELL A BROOKE

(Last) (First) (Middle)

C/O NVIDIA CORPORATION

2788 SAN TOMAS EXPRESSWAY

(Street)

SANTA CLARA CA 95051

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NVIDIA CORP [ NVDA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/30/2025		S(1)		20,463	D	$156.7071(2)	1,658,898	I	By Administrative Trust(3)
Common Stock	06/30/2025		S(1)		26,519	D	$157.3152(4)	1,632,379	I	By Administrative Trust(3)
Common Stock	06/30/2025		S(1)		3,930	D	$158.1053(5)	1,628,449	I	By Administrative Trust(3)
Common Stock	07/01/2025		S(1)		6,194	D	$152.1636(6)	1,622,255	I	By Administrative Trust(3)
Common Stock	07/01/2025		S(1)		14,391	D	$153.0724(7)	1,607,864	I	By Administrative Trust(3)
Common Stock	07/01/2025		S(1)		3,590	D	$153.9755(8)	1,604,274	I	By Administrative Trust(3)
Common Stock	07/01/2025		S(1)		3,224	D	$155.0303(9)	1,601,050	I	By Administrative Trust(3)
Common Stock	07/01/2025		S(1)		22,318	D	$156.1398(10)	1,578,732	I	By Administrative Trust(3)
Common Stock	07/01/2025		S(1)		2,023	D	$156.8321(11)	1,576,709	I	By Administrative Trust(3)
Common Stock								10,387	D
Common Stock								1,000,000	I	By Trust(12)
Common Stock								2,000,000	I	By Survivor Trust(13)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 19, 2025 to meet estate tax obligations.

2. Represents weighted average sales price. The shares were sold at prices ranging from $155.990 to $156.970. The Reporting Person will provide upon request, to the Securities and Exchange Commission (the "SEC"), the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

3. The shares are held by The Rosemary and A. Brooke Seawell Revocable Trust U/A dated 1/20/2009, of which the Reporting Person is trustee.

4. Represents weighted average sales price. The shares were sold at prices ranging from $156.985 to $157.975. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

5. Represents weighted average sales price. The shares were sold at prices ranging from $157.980 to $158.340. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

6. Represents weighted average sales price. The shares were sold at prices ranging from $151.560 to $152.540. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

7. Represents weighted average sales price. The shares were sold at prices ranging from $152.550 to $153.530. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

8. Represents weighted average sales price. The shares were sold at prices ranging from $153.560 to $154.540. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

9. Represents weighted average sales price. The shares were sold at prices ranging from $154.560 to $155.425. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

10. Represents weighted average sales price. The shares were sold at prices ranging from $155.630 to $156.620. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

11. Represents weighted average sales price. The shares were sold at prices ranging from $156.670 to $156.950. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

12. The shares are held by The A. Brooke Seawell Revocable Trust U/A dated 1/20/2009, of which the Reporting Person is trustee.

13. The shares are held by The Alexander Brooke Seawell Revocable Trust U/A dated 1/20/2009, of which the Reporting Person is trustee.

Remarks:

	/s/ Rebecca Peters, Attorney-in-Fact for A. Brooke Seawell	07/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Alaunos Therapeutics (TCRT) shares do WaterMill and Robert W. Postma own?

They jointly report beneficial ownership of 199,796 common shares, or 9.0 % of the outstanding class.

What is the breakdown of WaterMill’s 7.6 % stake in TCRT?

WaterMill holds 33,333 common shares and 600 Series A-2 preferred shares (convertible into 133,630 common shares).

How much capital did Alaunos raise from the Series A-1 and Series A-2 preferred offerings?

The company raised US$500,000 on 11 Apr 2025 (Series A-1) and US$600,000 on 24 Jun 2025 (Series A-2), totaling US$1.1 million.

What is the potential dilution from the preferred shares disclosed in the Schedule 13D?

Full conversion of Series A-1 and A-2 preferred plus options could add approximately 318 k shares, diluting existing holders by about 15 %.

Does WaterMill have immediate plans to change Alaunos’s strategy or board composition?

No definitive plans were disclosed; the Reporting Persons reserve the right to adjust their holdings or proposals in the future.

Why are Series A-1 preferred shares excluded from current beneficial ownership calculations?

They carry a 4.99 % ownership blocker; conversion in excess of that limit is prohibited, so shares remain uncounted until the cap is lifted.