Alaunos Therapeutics, Inc SEC Filings

Alaunos Therapeutics (TCRT) filed a pre‑effective amendment to a mixed shelf registration. The filing registers up to $50,000,000 of primary securities (common stock, preferred stock, debt, and warrants) that may be offered from time to time, and also covers the resale by selling stockholders of up to 217,390 shares issuable upon conversion of Series A‑1 preferred and up to 227,170 shares issuable upon conversion of Series A‑2 preferred.

The company may receive proceeds only from its own future primary offerings; it will not receive proceeds from selling stockholder resales. As context, common shares outstanding were 2,321,829 as of November 3, 2025. The Series A‑1 and Series A‑2 preferred each carry 10% cumulative dividends payable in kind, with initial conversion prices of $2.76 (A‑1) and $4.49 (A‑2). The Series A‑1 includes a beneficial ownership cap of 4.99%, adjustable to 9.99% with notice. TCRT is listed on Nasdaq; the last reported sale price was $2.71 on November 3, 2025.

The company highlights ongoing preclinical work in an oral obesity program and notes prior cost reductions and strategic alternatives under evaluation, alongside risks related to potential dilution and Nasdaq continued listing compliance.

Alaunos Therapeutics (TCRT) filed a resale S-1 covering up to 327,740 shares of common stock to be offered from time to time by Mast Hill Fund, L.P. The registration includes up to 247,840 “Purchase Shares” issuable under a May 19, 2025 Equity Purchase Agreement and up to 79,900 “Warrant Shares” issuable upon exercise of a five-year warrant with a $4.00 exercise price.

Alaunos is not selling securities in this registration and will not receive proceeds from Mast Hill’s resales. The company may receive up to $25,000,000 from any future sales of common stock to Mast Hill under the purchase agreement and up to $319,600 if the warrant is exercised. Nasdaq rules cap issuance at 19.99% of pre-agreement outstanding shares (327,740 shares) unless stockholder approval or an allowed exception applies, and a 4.99% beneficial ownership limit restricts Mast Hill’s holdings.

The common stock trades on Nasdaq as “TCRT”; the last reported sale price was $3.07 on October 20, 2025. Shares outstanding were 2,321,829 as of October 20, 2025.

Alaunos Therapeutics, Inc. is registering conversion shares related to two recently issued preferred series and disclosing program and corporate updates. The company closed a Series A-1 Preferred offering on April 11, 2025 for $500,000 (stated value $1,000 per share) with an initial conversion price of $2.76 and cumulative 10% annual dividends payable in kind. The company closed a Series A-2 Preferred offering on June 24, 2025 for $850,000 with an initial conversion price of $4.49 and similar 10% dividends. Up to 444,560 common shares may be sold by selling stockholders, including conversion shares; Series A-1 includes a beneficial ownership cap of 4.99% (expandable to 9.99% with notice) while Series A-2 contains no similar cap. The filing also notes a prior strategic reprioritization and wind-down of the TCR-T Library Phase 1/2 trial and reports a 13% partial response rate and 87% disease control rate in TCR-T patients in earlier testing. Risks disclosed include regulatory, conversion dilution, liquidity and potential Nasdaq delisting concerns.

Alaunos Therapeutics, Inc. is amending a shelf registration to register common shares issuable upon conversion of its Series A-1 and Series A-2 Convertible Preferred Stock and related resale by certain investors. The company sold 500 shares of Series A-1 Preferred for $500,000 and 850 shares of Series A-2 Preferred for $850,000 in private subscriptions. Each preferred series carries a 10% per annum dividend payable in kind and is convertible into common stock at initial prices of $2.76 (A-1) and $4.49 (A-2), subject to adjustments. A-1 conversions are subject to a 4.99% beneficial ownership limitation (increasable to 9.99% with notice); A-2 has no similar limit. The prospectus allows resale of up to 772,302 common shares; conversions and resales may cause dilution and could pressure the market price. The filing also discloses prior clinical updates, including a TCR-T program wind-down announced August 14, 2023, and limited clinical activity with one partial response and several stable disease observations in early TCR-T studies.

Amendment No. 1 to Schedule 13D reports that PMGC Capital LLC and its parent PMGC Holdings Inc. have completed an exit from their position in Alaunos Therapeutics, Inc. The filing states PMGC LLC sold all of its common stock in open-market transactions between June 16, 2025 and August 22, 2025 at prices ranging from $1.92 to $4.53. Following settlement of the August 22 trades on August 25, 2025, the reporting persons no longer beneficially own any shares of the issuer. The amendment serves as a final amendment and an exit filing; no other new funds, legal proceedings, or retained holdings are reported.

Strategic EP, LLC reported beneficial ownership of 149,827 shares of Alaunos Therapeutics, Inc. common stock, equal to 6.8% of the 2,205,716 shares outstanding as of August 20, 2025. The filing excludes 62,299 shares issuable upon exercise of pre-funded warrants that contain exercise limits tied to ownership thresholds (4.99% or, at holder election, 9.99%). On August 26, 2025, the filer and the issuer entered a Standstill Agreement permitting Strategic EP to exceed the 4.99% limit up to 9.99% and the filer agreed to waive rights to engage in takeover-related activities or otherwise seek to influence control of the company.

Ferdinand Groenewald, identified as Vice President of Finance at Alaunos Therapeutics, Inc. (TCRT), reported transactions dated 08/18/2025. He acquired 10,775 shares of common stock and was granted an employee stock option for 4,000 shares with an exercise price of $2.32 and an expiration date of 08/17/2035. The option vests one-sixteenth of the underlying shares in equal quarterly installments beginning 11/18/2025, subject to continued service.

The Form 4 shows the shares and options are held directly after the transactions. The filing is signed by Mr. Groenewald on 08/20/2025. No additional compensation details or company valuation metrics are provided in this filing.

Holger Weis, Chief Executive Officer and Director of Alaunos Therapeutics, Inc. (TCRT), exercised employee stock options to acquire 13,676 shares on 08/18/2025. The exercised options carry a $2.32 per-share exercise price and are fully vested as of the transaction date, resulting in 13,676 shares beneficially owned by Mr. Weis following the transaction. The Form 4 was signed and dated 08/20/2025 by the reporting person. The filing shows an acquisition via option exercise rather than an open-market purchase and does not report any dispositions or other classes of securities.