Alaunos Therapeutics, Inc SEC Filings

Alaunos Therapeutics director Robert W. Postma received 5,622 shares of common stock on January 12, 2026, as compensation in lieu of board fees at a price of $2.89 per share. Following this grant, he directly holds 43,872 Alaunos shares. He also reports indirect beneficial ownership of 24 shares through his spouse's IRA and 62,416 shares held by WaterMill Asset Management Corp., where he serves as principal.

Alaunos Therapeutics director Jaime Vieser reported receiving additional company stock as compensation. On January 12, 2026, Vieser acquired 5,839 shares of Alaunos Therapeutics common stock at $2.89 per share, described as shares issued in lieu of board fees. After this transaction, Vieser directly holds 32,338 common shares.

Vieser also reports indirect holdings of Alaunos common stock, including 2,100 shares held by the reporter’s children and 13,503 shares held by Brushwood LLC, an entity for which Vieser is the manager. The filing classifies Vieser as a director and indicates the form is filed by one reporting person.

Alaunos Therapeutics, Inc. reported several corporate and R&D updates. The company terminated, effective immediately, its August 14, 2023 engagement letter with Cantor Fitzgerald & Co. as exclusive financial advisor for potential strategic transactions, with no termination fee owed. The board also adopted Amended and Restated Bylaws that add detailed advance notice and disclosure requirements for stockholder director nominations and other business, give the meeting chair authority to rule on compliance, and update various meeting procedures.

The company highlighted that a stockholder group reporting approximately 8.6% ownership has proposed Gerald W. Bruce as a potential director, which the Corporate Governance and Nominating Committee will evaluate. Alaunos provided an update on its preclinical small-molecule obesity program, noting a lead compound and non-GLP mouse data showing statistically significant, dose-related weight loss and improvements in body composition and metabolic parameters. As of September 30, 2025, cash and cash equivalents were about $1.9 million, providing a cash runway into the first quarter of 2026, and the company plans to seek additional financing by the end of that quarter to continue operations and advance the obesity program.

Alaunos Therapeutics, Inc. entered into a Settlement and Release Agreement with The University of Texas M.D. Anderson Cancer Center to resolve disputes over unpaid invoices under a 2019 research and development agreement. The company agreed to pay a total of $285,055 to M.D. Anderson in installments, including $142,528 on or before December 30, 2025, followed by five monthly payments of $28,506 each through May 30, 2026. In return, both parties are providing mutual general releases of claims related to the unpaid invoices, with customary exceptions, including for any breach of the settlement and certain ongoing matters such as Protocol 2006-0676.

Alaunos Therapeutics (TCRT) filed its Q3 2025 10‑Q, highlighting continued cost control alongside funding actions to support its shift to an oral small‑molecule obesity program. The company posted a net loss of $1,159 thousand for the quarter, with operating expenses of $1,187 thousand. Cash and cash equivalents were $1,938 thousand, and stockholders’ equity was $2,803 thousand as of September 30, 2025.

Alaunos raised capital during 2025 via a registered direct offering of common stock and pre‑funded warrants, and private placements of Series A‑1 and Series A‑2 preferred stock. It also entered an equity purchase agreement permitting sales of up to $25.0 million of common stock over 24 months, and issued a five‑year warrant at $4.00 per share in connection with that agreement. The company reports cash runway into the first quarter of 2026 and discloses substantial doubt about its ability to continue as a going concern absent additional financing.

The strategic focus remains on preclinical obesity candidates, with in vitro and in vivo work underway. Alaunos regained compliance with Nasdaq continued listing requirements in August 2025. Common shares outstanding were 2,205,846 as of September 30, 2025.

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.