Alaunos Therapeutics (NASDAQ: TCRT) restores Nasdaq listing compliance

Rhea-AI Filing Summary

Alaunos Therapeutics, Inc. reports that it has regained compliance with the continued listing requirements of the Nasdaq Capital Market. Nasdaq’s Listing Qualifications staff notified the company on August 19, 2025 that the matter is now closed.

The company had previously fallen out of compliance after reporting stockholders’ equity of $2.06 million in its Annual Report for the year ended December 31, 2024, below the $2.5 million minimum required under Nasdaq Listing Rule 5550(b)(1). In its Quarterly Report for the period ended June 30, 2025, Alaunos reported stockholders’ equity of $3.66 million, which met the rule’s threshold and restored compliance.

Insights

Equity & listing standards analyst

Nasdaq compliance is restored as equity rises above the minimum.

The key change is that Alaunos Therapeutics boosted stockholders’ equity to $3.66 million as of the quarter ended June 30, 2025, exceeding Nasdaq’s Listing Rule 5550(b)(1) minimum of $2.5 million. Earlier, equity of $2.06 million as of December 31, 2024 had put the company below this threshold and triggered a deficiency notice.

Regaining compliance removes the immediate risk tied to Nasdaq’s continued listing standards under the equity test, based on the latest reported figures. Ongoing compliance will depend on Alaunos maintaining stockholders’ equity at or above Nasdaq’s required level in future reporting periods.

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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): August 19, 2025

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 8.01. Other Events.

On August 19, 2025, Alaunos Therapeutics, Inc. (the “Company”) was notified by Listing Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company has regained compliance with the continued listing requirements of the Nasdaq Capital Market.

As previously disclosed, on April 7, 2025, the Company received a notice from the Listing Qualifications staff of Nasdaq (the “Notice”) stating that the Company did not comply with the continued listing requirements of the Nasdaq Capital Market under Nasdaq Listing Rules 5550(b)(1), 5550(b)(2), or 5550(b)(3), which require, respectively, a minimum of (i) $2.5 million in stockholders’ equity, (ii) $35 million in market value of listed securities, or (iii) $500,000 of net income from continuing operations. In its Annual Report on Form 10-K for the year ended December 31, 2024, the Company reported stockholders’ equity of $2.06 million, which did not satisfy the Rule 5550(b)(1) requirement.

The Notice had no immediate effect on the Company’s listing, and the Company submitted a compliance plan within 45 calendar days, as permitted under Nasdaq rules. Based on the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2025, evidencing stockholders’ equity of $3.66 million, the Listing Qualifications staff of Nasdaq has determined that the Company complies with the Nasdaq Listing Rules and has confirmed the matter is now closed.

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:			August 20, 2025			By:		/s/ Holger Weis
						Name:		Holger Weis
						Title:		Chief Executive Officer

FAQ

What did Alaunos Therapeutics (TCRT) announce regarding its Nasdaq status?

Alaunos Therapeutics announced that Nasdaq’s Listing Qualifications staff has notified the company that it has regained compliance with the continued listing requirements of the Nasdaq Capital Market and that the matter is now closed.

Why was Alaunos Therapeutics (TCRT) previously out of Nasdaq compliance?

Alaunos Therapeutics was previously out of compliance because its Annual Report for the year ended December 31, 2024 reported stockholders’ equity of $2.06 million, below the $2.5 million minimum required under Nasdaq Listing Rule 5550(b)(1).

How did Alaunos Therapeutics (TCRT) regain Nasdaq listing compliance?

The company submitted a compliance plan and later reported stockholders’ equity of $3.66 million in its Quarterly Report for the period ended June 30, 2025. Nasdaq’s Listing Qualifications staff determined that this level satisfied the equity requirement, restoring compliance.

Which Nasdaq listing rules were cited in Alaunos Therapeutics’ deficiency notice?

The notice cited Nasdaq Listing Rules 5550(b)(1), 5550(b)(2), and 5550(b)(3), which require either at least $2.5 million in stockholders’ equity, $35 million in market value of listed securities, or $500,000 of net income from continuing operations.

Did the earlier Nasdaq notice immediately affect Alaunos Therapeutics’ (TCRT) listing?

No. The company stated that the Nasdaq notice had no immediate effect on its listing on the Nasdaq Capital Market and that it was allowed 45 calendar days to submit a plan to regain compliance.

What financial thresholds are relevant for Alaunos Therapeutics’ Nasdaq Capital Market listing?

Relevant thresholds mentioned include a minimum of $2.5 million in stockholders’ equity, $35 million in market value of listed securities, or $500,000 of net income from continuing operations, under Nasdaq Listing Rules 5550(b)(1)-(3).