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Alaunos Therapeutics (NASDAQ: TCRT) faces Nasdaq equity deficiency, delisting risk

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Alaunos Therapeutics, Inc. reported that Nasdaq notified the company on April 9, 2026 that it is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires at least $2,500,000 in stockholders’ equity to remain listed on the Nasdaq Capital Market. The company’s Form 10-K for the year ended December 31, 2025 reported stockholders’ equity of $2,153,000.

The company also does not currently meet Nasdaq’s alternative continued listing standards of a $35 million market value of listed securities or $500,000 in net income from continuing operations in the required periods. Alaunos has 45 calendar days from the date of the notice, until May 26, 2026, to submit a plan to regain compliance, and Nasdaq may grant up to 180 days from the notice date to evidence compliance if the plan is accepted.

The company intends to submit a compliance plan and is evaluating potential actions to regain compliance. If the plan is not accepted, or if compliance is not regained within any extension, Alaunos would have the right to request a hearing before an independent Nasdaq panel, which would temporarily stay any suspension or delisting. Trading in the company’s securities is expected to continue following this disclosure if made within the required timeframe.

Positive

  • None.

Negative

  • Nasdaq non-compliance and delisting risk: Alaunos reported stockholders’ equity of $2,153,000, below Nasdaq’s $2,500,000 minimum, and does not meet alternative market value or net income standards, triggering a formal deficiency notice and potential path toward delisting if compliance is not restored.

Insights

Nasdaq equity shortfall raises delisting risk for Alaunos.

Alaunos Therapeutics fell below Nasdaq’s minimum stockholders’ equity requirement of $2.5M, reporting only $2.153M as of the year ended December 31, 2025. It also does not satisfy alternative standards for market value of listed securities or net income.

This places the stock under Nasdaq scrutiny, with May 26, 2026 as the deadline to submit a remediation plan and a potential extension of up to 180 days from the notice date to demonstrate compliance. Failure to present an acceptable plan or regain compliance could eventually lead to delisting.

Alaunos plans to submit a compliance plan and evaluate actions to restore stockholders’ equity or meet alternative metrics. Subsequent company disclosures and any Nasdaq determinations will clarify whether listing status can be maintained or moves toward a hearing and potential delisting progress.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Reported stockholders’ equity $2,153,000 As reported for year ended December 31, 2025
Nasdaq minimum stockholders’ equity requirement $2,500,000 Threshold under Nasdaq Listing Rule 5550(b)(1)
Alternative market value standard $35 million Required market value of listed securities for continued listing
Alternative net income standard $500,000 Net income from continuing operations requirement
Plan submission deadline May 26, 2026 45 calendar days from April 9, 2026 Nasdaq notice
Maximum potential extension period 180 calendar days From date of Nasdaq notice to evidence compliance
Nasdaq Listing Rule 5550(b)(1) regulatory
"not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain a minimum of $2,500,000 in stockholders’ equity"
stockholders’ equity financial
"reported stockholders’ equity of $2,153,000"
Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.
market value of listed securities financial
"does not meet the alternative continued listing standards of (i) a market value of listed securities of $35 million"
The market value of listed securities is the total worth of stocks, bonds and other tradable instruments quoted on an exchange, measured using the prices investors are willing to pay right now. It’s calculated by multiplying each security’s current market price by the number of units outstanding and adding those amounts together, like totaling the value of every item in a store at today’s prices. Investors watch this because it shows the size, liquidity and overall health of the market or a company’s publicly traded portion, and it influences index weights, fund allocations and perceived risk.
net income from continuing operations financial
"or (ii) net income from continuing operations of $500,000 in the most recently completed fiscal year"
Net income from continuing operations is the profit a company earns from its ongoing, day-to-day business after paying costs, interest and taxes, excluding results from businesses it has sold or closed and one-time gains or losses. Investors care because it shows the company's recurring earning power—like comparing a regular paycheck to a one-off bonus—and gives a clearer picture of sustainable profits used to value the business and judge management performance.
Nasdaq Capital Market regulatory
"for continued listing on the Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
Nasdaq hearings panel regulatory
"the Company would have the right to request a hearing before an independent Nasdaq hearings panel"
A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.
Understanding 8-K Material Events →
0001107421false00011074212026-04-092026-04-09

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 9, 2026

Alaunos Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

001-33038

84-1475642

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

501 E. Las Olas Blvd.,

Suite 300

Fort Lauderdale, FL 33301

(Address of principal executive offices, including zip code)

(346) 355-4099

(Registrant’s telephone number, including area code)

 

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

 

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Stock, par value $0.001 per share

 

TCRT

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On April 9, 2026, Alaunos Therapeutics, Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that it is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on the Nasdaq Capital Market.

 

The Notice states that the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, reported stockholders’ equity of $2,153,000. As of the date of the Notice, the Company also does not meet the alternative continued listing standards of (i) a market value of listed securities of $35 million or (ii) net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years.

 

Under Nasdaq’s rules, the Company has 45 calendar days from the date of the Notice (until May 26, 2026) to submit a plan to regain compliance. If the plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the Notice to evidence compliance with the stockholders’ equity requirement. The Notice further states that Nasdaq will consider factors such as the Company’s ability to sustain 12 months of stockholder’s equity compliance, the Company’s past compliance history, the reasons for the current non-compliance, other corporate events that may occur during the review period, the Company’s overall financial condition, and its public disclosures when evaluating the plan.

 

The Company intends to submit a compliance plan to Nasdaq within the required 45-day period and is evaluating potential actions to regain compliance. There can be no assurance that the plan will be accepted or that the Company will be able to regain compliance within any extension period granted by Nasdaq.

 

In the event that the Company’s plan is not accepted, or that the plan is granted by the staff at Nasdaq but the Company is unable to regain compliance, the Company would have the right to request a hearing before an independent Nasdaq hearings panel. The request for a hearing would result in a stay of any suspension or delisting action pending the conclusion of the hearing process.

 

As required by Nasdaq rules, the Company will submit this Form 8-K to Nasdaq’s MarketWatch Department. Trading in the Company’s securities is expected to continue as a result of this disclosure, provided the announcement is made within the required timeframe.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alaunos Therapeutics, Inc.

 

 

 

Date:

April 15, 2026

By:

/s/ Holger Weis

 

Name:

Holger Weis

 

Title:

Chief Executive Officer

 

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

Why did Alaunos Therapeutics (TCRT) receive a Nasdaq deficiency notice?

Alaunos received a Nasdaq notice because its reported stockholders’ equity was $2,153,000, below the $2,500,000 minimum required for Nasdaq Capital Market listing. The company also failed to meet alternative standards for market value of listed securities and net income from continuing operations.

What specific Nasdaq rule is Alaunos Therapeutics (TCRT) not meeting?

Alaunos is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires at least $2,500,000 in stockholders’ equity. Its Form 10-K for the year ended December 31, 2025 reported stockholders’ equity of $2,153,000, triggering the notice from Nasdaq’s Listing Qualifications Department.

What alternative Nasdaq listing standards does Alaunos Therapeutics (TCRT) also fail to meet?

In addition to the equity shortfall, Alaunos does not meet alternative standards requiring a $35 million market value of listed securities or at least $500,000 in net income from continuing operations in the most recent year or in two of the last three fiscal years, as referenced in the Nasdaq notice.

How much time does Alaunos Therapeutics (TCRT) have to regain Nasdaq compliance?

Alaunos has 45 calendar days from the April 9, 2026 notice, until May 26, 2026, to submit a plan to regain compliance. If Nasdaq accepts the plan, it may grant up to 180 calendar days from the notice date for the company to demonstrate compliance.

What steps can Alaunos Therapeutics (TCRT) take if its Nasdaq compliance plan is not accepted?

If the plan is not accepted, or Alaunos cannot regain compliance within any granted extension, the company may request a hearing before an independent Nasdaq hearings panel. Requesting a hearing would stay any suspension or delisting action while the hearing process is underway.

Will trading in Alaunos Therapeutics (TCRT) shares continue after the Nasdaq notice?

Trading in Alaunos’ securities is expected to continue, provided the required public announcement of the Nasdaq notice is made within the specified timeframe. The notice itself does not immediately suspend trading or remove the company from the Nasdaq Capital Market.

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