Here are the 8-K filings from Alaunos Therapeutics, Inc. (TCRT) in our archive since June 2025, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
An 8-K covers material events a company has to report between its quarterly reports, so if you follow TCRT and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full TCRT filings page.
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) 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) entered into definitive agreements for a registered direct offering of 380,469 shares of common stock and 386,654 Pre-Funded Warrants to purchase common stock. The shares are priced at $1.46 each and the Pre-Funded Warrants at $1.459 each under an effective Form S-3 shelf registration.
The transaction closed on September 21, 2026 and generated approximately $1,120,000 in gross proceeds and about $915,400.50 in net proceeds after fees and expenses. Alaunos plans to use the net proceeds for general corporate purposes, including working capital. The Pre-Funded Warrants are exercisable immediately at $0.001 per share, have no expiration, and include a beneficial ownership limitation of 4.99% (or 9.99% if elected, with 60 days’ notice). Dawson James Securities, Inc. acted as exclusive placement agent and received an 8% cash fee on gross proceeds, and company officers and directors agreed to a 15-day lock-up on additional equity sales, subject to exceptions.
Alaunos Therapeutics, Inc. (TCRT) reported that on September 16, 2026 its Board of Directors approved and adopted Second Amended and Restated By-Laws, effective immediately, fully replacing the by-laws adopted January 8, 2026.
The principal change revises the stockholder meeting quorum requirement in Article 2, Section 2.8. Previously, a quorum required the presence in person or by proxy of the holders of a majority in voting power of all outstanding shares entitled to vote. Under the new by-laws, a quorum is reached when holders of one-third (1/3) in voting power of outstanding shares entitled to vote are present in person or by proxy. Provisions governing adjournment without a quorum are otherwise unchanged, the quorum requirement for Board and committee meetings remains a majority, and other modifications are described as conforming, clarifying, and non-substantive. The full text of the Second Amended and Restated By-Laws is included as Exhibit 3.1.
Alaunos Therapeutics filed a current report describing new preclinical data for ALN1003, its investigational oral, non-hormonal, non-incretin metabolic candidate, from a 48-day diet-induced obesity mouse study. After adjusting for body fat percentage in an ANCOVA, ALN1003-treated animals showed significantly lower liver weight than controls, with p=0.000005 and confirmation using heteroscedasticity-robust HC3 standard errors.
The company notes this liver-weight signal is directionally consistent with earlier findings of lower liver injury enzymes, lower mean NAFLD Activity Scores, lower HOMA-IR, and favorable adipose endocrine biomarkers, but emphasizes the data are from non-GLP mouse studies that may not translate to humans. As of March 31, 2026, Alaunos reported cash and cash equivalents of about $0.354 million and plans to seek additional financing to continue operations and advance its obesity and metabolic disorders program.
Alaunos Therapeutics reported an integrated preclinical readout for ALN1003, its oral, non-hormonal small-molecule candidate for obesity and related metabolic disorders, based on two non-GLP diet-induced obesity mouse studies. Across these models, ALN1003 was associated with weight loss, favorable shifts in body composition, improved insulin-resistance biomarkers, adipose endocrine changes, and markers of improved liver health, including lower liver weight and enzymes and reduced steatosis scores in limited pathology samples.
The company emphasizes that all findings are from non-GLP animal studies, with important limitations and no established human safety or efficacy. Alaunos plans additional preclinical, pharmacology, formulation, and CMC work, as well as a computational chemistry program for next-generation compounds. As of March 31, 2026, it held about $0.354 million in cash and cash equivalents, with a cash runway extending into the second quarter of 2026, and intends to seek additional financing to continue operations and advance its obesity and metabolic disorders program.
Alaunos Therapeutics reported updated preclinical data for ALN1003, its investigational oral metabolic therapy for obesity and related metabolic disorders, from non-GLP diet-induced obesity mouse studies. ALN1003 was associated with significantly lower fasting insulin and HOMA-IR, along with higher adiponectin and an improved adiponectin-to-leptin ratio, suggesting a favorable insulin-resistance-related biomarker profile in these models.
Blinded liver histology in small pathology sets showed qualitative findings consistent with lower hepatic steatosis and lower mean NAS scores in ALN1003-treated animals versus controls. These results remain early, non-GLP, and preclinical, and ALN1003 has not been tested in humans. Alaunos also disclosed cash and cash equivalents of about $0.354 million as of March 31, 2026, with a cash runway extending into the second quarter of 2026 and plans to seek additional financing.
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.
Alaunos Therapeutics reported positive preclinical proof-of-concept data for ALN1003, its lead oral, non-hormonal small-molecule drug candidate for obesity and related metabolic disorders. In two diet-induced obesity mouse studies, ALN1003 produced dose-related body weight loss, favorable body composition changes, and reduced liver weight compared with untreated controls.
ALN1003-treated mice also showed lower liver injury enzymes (ALT, AST, ALP), improved metabolic biomarkers such as glucose and total cholesterol, and macroscopic signs of reduced liver and white fat accumulation. These non-GLP results will guide further preclinical, formulation, manufacturing, and IND-enabling work. Alaunos reported cash and cash equivalents of about $1.9 million as of September 30, 2025, with its cash runway extending into the second quarter of 2026 and plans to seek additional financing.
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, 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.
Alaunos Therapeutics (Nasdaq:TCRT) filed an 8-K disclosing a registered direct offering that closed on June 24 2025. The company sold 338,725 common shares at $3.36 and 271,674 pre-funded warrants at $3.359, generating gross proceeds of roughly $2.1 million before fees. Proceeds are earmarked for general corporate purposes, including capital expenditures and working capital. The Securities Purchase Agreement (Ex. 10.1) contains customary covenants; a legal opinion (Ex. 5.1) and a press release (Ex. 99.1) are also included. No other material operational changes were reported.
Alaunos Therapeutics (Nasdaq:TCRT) filed an 8-K reporting a private placement of 850 shares of Series A-2 Convertible Preferred Stock at $1,000 each, raising $850,000.
- Preferred shares carry a 10% annual dividend, payable in additional Series A-2 stock.
- Convertible into common at a fixed $4.49 price, with standard anti-dilution adjustments.
- Holders vote with common stock on an as-converted 1:1 basis.
- 1,000 shares authorized via a new Certificate of Designation; issuance closed on June 24 2025.
- Securities were sold under Rule 506(b); they are unregistered and subject to resale restrictions.
Items 1.01, 3.02, 3.03 and 5.03 disclose the agreement, equity issuance and charter amendment, all of which modify existing shareholder rights.