Alaunos faces Nasdaq delisting over $2.5M equity rule

A timely hearing request would stay further Nasdaq suspension or delisting action at least until the hearing and any Panel-granted extension expire.

Rhea-AI Filing Summary

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.

0 points · 0 major

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

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1 major · 1 point

How the balance works

Positive

• None.

Negative

• Major pointNasdaq delisting notice follows an unmet $2.5 million equity minimum.

8-K Event Classification

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

1 item

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, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Continued-listing equity minimum: $2.5 million in stockholders’ equity Initial noncompliance notice: April 9, 2026 Delisting notice: October 5, 2026

3 metrics

Continued-listing equity minimum $2.5 million in stockholders’ equity Nasdaq Listing Rule 5550(b)(1)

Initial noncompliance notice April 9, 2026 Date Alaunos received notice of noncompliance

Delisting notice October 5, 2026 Date Alaunos received written notice

Key Terms

Nasdaq Listing Rule 5550(b)(1), Nasdaq Hearings Panel, stockholders’ equity, strategic alternatives

4 terms

Nasdaq Listing Rule 5550(b)(1) regulatory

"not in compliance with Nasdaq Listing Rule 5550(b)(1)"

Nasdaq Hearings Panel regulatory

"request a hearing before the 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.

stockholders’ equity financial

"maintain a minimum of $2,500,000 in stockholders’ equity"

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.

strategic alternatives financial

"exploring and evaluating strategic alternatives"

Strategic alternatives are different options a company considers to improve its value or achieve its goals, such as selling the business, merging with another company, or restructuring operations. For investors, understanding these options is important because they can significantly impact the company's future direction and its stock value, often signaling potential changes or opportunities.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Alaunos (TCRT) receive a Nasdaq delisting notice?

Nasdaq said Alaunos was not in compliance with the continued-listing requirement to maintain at least $2.5 million in stockholders’ equity. The company had submitted a plan to regain compliance.

What happens if Alaunos (TCRT) requests a Nasdaq hearing?

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 is held and any extension granted by the Panel expires.

What conditions apply to potential Alaunos (TCRT) transactions?

Any potential transaction would be subject, as applicable, to satisfactory negotiations, completion of due diligence, execution of definitive agreements, required approvals and satisfaction of applicable closing conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/09/2026 - 04:30 PM EDT Accepted by SEC EDGAR 10/09/2026 - 04:30 PM EDT Learn about SEC filing dates

0001107421false00011074212026-10-052026-10-05

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): October 5, 2026

ALAUNOS THERAPEUTICS, INC.

(Exact name of registrant as specified in 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) (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 (see General Instruction A.2. below):

☐	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		TCRT		The Nasdaq Stock Market LLC (The Nasdaq Capital Market)

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 mart 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.

As previously disclosed, on April 9, 2026, Alaunos Therapeutics, Inc. (the “Company”) received notice from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was 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 “Rule”). In accordance with Nasdaq’s rules, the Company timely submitted a plan to regain compliance with the stockholders’ equity requirement.

On October 5, 2026, the Company received a written notice from the Staff informing that its securities were subject to delisting from Nasdaq due to the Company with the Rule, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company plans to timely request a hearing before the Panel, which request will stay any further suspension or delisting action by Nasdaq at least until the hearing is held and any extension that may be granted by the Panel expires.

The Company is exploring and evaluating strategic alternatives intended to strengthen its financial position and support its efforts to regain compliance with Nasdaq’s applicable listing requirements. The Company is working with a financial advisor to complete one or more potential transactions that it believes would result in regaining compliance with all applicable criteria for continued listing on Nasdaq.

There can be no assurance that the Panel will grant the Company’s request for continued listing, that the Company will be able to evidence compliance with the applicable listing criteria within any extension period that may be granted by the Panel following the hearing or that the Company’s evaluation of strategic alternatives will result in the identification of a suitable strategic alternative, the execution of a definitive agreement or the consummation of any such transaction. Any potential transaction would be subject to, as applicable, satisfactory negotiations, completion of due diligence, execution of definitive agreements, receipt of required approvals and satisfaction of applicable closing conditions. Further, there can be no assurance as to the timing, terms or benefits of any potential transaction, or that any transaction, if completed, would enable the Company to regain or maintain compliance with Nasdaq’s applicable listing requirements or prevent the suspension of trading in, or delisting of, the Company’s securities.

SIGNATURE

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.

Date: October 9, 2026

ALAUNOS THERAPEUTICS, INC.
By:	/s/ Holger Weis
	Holger Weis
	Chief Executive Officer

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