Alaunos Therapeutics, Inc SEC Filings

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.