Alaunos Therapeutics, Inc. (TCRT) filings document an early-stage biotechnology issuer with a developing small-molecule program, a legacy TCR-T oncology platform and a public-company capital structure. Form 8-K reports cover ALN1003 preclinical disclosures, material agreements, settlement matters, Nasdaq continued-listing notices, governance changes, director and officer transitions, and modifications to stockholder rights.
Registration statements, annual meeting reports and periodic-report references describe securities offerings, authorized common stock, stockholder voting results, operating and financial results, risk factors, and stockholders' equity used in Nasdaq compliance determinations.
Alaunos Therapeutics, Inc. regained compliance with Nasdaq’s $2,500,000 Stockholders’ Equity Requirement for continued listing on The Nasdaq Capital Market. Nasdaq Staff confirmed compliance on October 22, 2026. Alaunos had said it believed the private placement financing completed on October 14, 2026, brought it back into compliance.
Nasdaq closed the matter, canceled the hearing scheduled for November 10, 2026, and stated that Alaunos common stock will continue to be listed and traded on The Nasdaq Capital Market. Alaunos said it may face delisting if it does not evidence compliance when it files its 2026 Form 10-K, and identified its ability to satisfy other Nasdaq listing requirements as a risk.
Alaunos Therapeutics, Inc. (TCRT) says it believes it has regained Nasdaq’s $2.5 million stockholders’ equity requirement after a private placement completed October 14, 2026 generated approximately $350.0 million in gross proceeds before placement-agent fees and other offering expenses. The placement included 687,789 common shares at $1.4357 each and 243,063 Series C non-voting convertible preferred shares at $1,435.70 each; Alaunos reported stockholders’ equity of $2,153,000 for the year ended December 31, 2025.
Fairmount Healthcare Fund II, L.P., an investment fund affiliated with Fairmount Funds Management LLC, which led the placement, irrevocably waived the cash settlement right for 6,268 Series C shares valued at approximately $9.0 million. The waiver terminates on the later of stockholder approval of the preferred conversion and effectiveness of an increase in authorized common shares; upon conversion while the waiver is effective, Alaunos is to deliver common shares when and to the extent permitted and has no cash-payment obligation in lieu. Nasdaq has not confirmed compliance and will monitor it; the company may be subject to delisting if its 2026 annual report does not evidence compliance. The hearing is scheduled for November 10, 2026, and Alaunos expects it to be canceled if Nasdaq confirms compliance.
Alaunos Therapeutics, Inc. (TCRT) disclosed a share repurchase and voting agreement entered into alongside its merger agreement with Velaris Therapeutics, Inc. WaterMill Asset Management Corp. reported beneficial ownership of 434,229 shares, and Robert W. Postma reported 514,691 shares; each reported 9.99% of the class, reflecting the preferred stock’s 9.99% beneficial ownership blocker.
The preferred holders agreed to convert shares to common stock before the merger-meeting record date, to the extent permitted by applicable ownership limits, and to vote their shares for the meeting proposals. After stockholder approval of the Conversion Proposal, Alaunos will repurchase the converted common stock and any remaining preferred stock for approximately $1.6 million if approval occurs before February 2027. Robert W. Postma is subject to a 180-day lock-up, which extends if the resale registration statement is not effective by the end of that period, and delivered a resignation effective only upon and subject to approval of the Conversion Proposal.
Alaunos Therapeutics, Inc. (TCRT) reports indirect holdings by Fairmount Healthcare Fund II L.P.: Series B preferred stock with 105,286,000 underlying common shares and Series C preferred stock with 52,239,000 underlying common shares. Fairmount Healthcare Co-Invest VII L.P. reported Series C preferred stock with 16,725,000 underlying common shares and 687,789 common shares on October 13, 2026.
After stockholder approval and an increase in authorized common shares, each preferred share converts into 1,000 common shares; Series B conversion is at the holder’s option and Series C conversion is automatic. Conversion is barred to the extent it would cause Fairmount and its affiliates to beneficially own more than 19.99% of common shares outstanding immediately afterward.
Alaunos Therapeutics, Inc. (TCRT) acquired Velaris Therapeutics on October 13, 2026, through a two-step merger. At closing, Velaris stockholders received 105,286 shares of Series B preferred stock and 33,054 shares of Series C preferred stock; conversion into common stock requires stockholder approval of the conversion proposal and authorized share increase. Alaunos completed a separate financing on October 14, selling 687,789 common shares and 243,063 Series C preferred shares for an aggregate purchase price of approximately $350 million.
Fairmount Funds Management LLC and affiliated reporting persons reported beneficial ownership of 858,789 common shares, or 19.99% of the class, comprising 687,789 common shares and 171,000 shares issuable upon conversion of Series C preferred stock held by Fairmount Healthcare Co-Invest VII L.P. Conversion remains subject to a 19.99% beneficial ownership limit; that limit automatically reduces to 9.99% when Fairmount and its affiliates own 9.0% or less. After approval of the conversion proposal, three directors are to resign and the Velaris-designated director and Lead Investor designees are to make up four of five board members. Certain holders, including the reporting persons, are subject to a 180-day lock-up, extended if the resale registration statement is not declared effective by the SEC before the period ends.
Alaunos Therapeutics, Inc. (TCRT) completed its acquisition of Velaris on October 13, 2026, issuing 105,286 Series B and 33,054 Series C non-voting convertible preferred shares. After stockholder approval and an authorized-share increase, Series B may convert at holders’ option and Series C automatically converts into 1,000 common shares per preferred share, subject to ownership limits. Alaunos agreed to sell 687,789 common shares at $1.4357 each and 243,063 Series C preferred shares at $1,435.70 each for approximately $350 million. The purchase terms expected an October 14, 2026 closing subject to conditions; the company announcement described the financing as completed.
Net proceeds are intended for Velaris research and development, working capital and general corporate purposes. Stockholders will consider conversion, charter changes including a reverse split at a ratio set by the board with Lead Investor consent, and an equity plan. If approved, a Velaris director and Lead Investor designees would hold four of five board seats. Paragon may, at its discretion, terminate licenses if equity does not exceed $200 million at the end of the second full fiscal quarter after closing. Velaris’s candidates are preclinical; company materials project filings in 2027 and proof-of-concept data in 2028.
Alaunos Therapeutics, Inc. (TCRT) received a Nasdaq notice on October 5, 2026, stating its securities were subject to delisting because it did not meet the continued-listing requirement to maintain at least $2.5 million in stockholders’ equity, unless it timely requests a hearing. The company received an initial noncompliance notice on April 9, 2026, and submitted a plan to regain compliance.
Alaunos plans to timely request a hearing before the Nasdaq Hearings Panel; the request would stay further suspension or delisting action at least until the hearing and any Panel-granted extension expire. The company is evaluating strategic alternatives with a financial advisor and potential transactions it believes could support compliance, but stated there is no assurance it will secure continued listing or complete a transaction that restores compliance.
Alaunos Therapeutics, Inc. (TCRT) CEO Holger Weis received 23,564 shares of common stock on October 6, 2026, issued in lieu of net salary. The reported price was $0.7444 per share, and his direct holdings after the transaction were 49,047 shares. This was a compensation-related acquisition, not a market purchase.
Alaunos Therapeutics, Inc. director Jaime Vieser acquired 22,669 common shares on October 6, 2026, issued in lieu of board fees. The reported per-share amount was $0.7444. His resulting direct holdings were 70,311 shares.
The reported holdings also include 2,100 shares held by his children and 13,503 shares held by Brushwood LLC, which Vieser manages.
Alaunos Therapeutics, Inc. (TCRT) director Robert W. Postma acquired 21,829 common shares on October 6, 2026; the shares were issued in lieu of board fees. The transaction reports a per-share amount of $0.7444. Postma's reported direct holdings after the acquisition were 80,438 shares. Separate reported positions were 24 shares held by his spouse's IRA and 62,416 shares held by WaterMill Asset Management Corp., where Postma serves as principal.