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Investors seek $7M Alaunos (TCRT) private placement and board seat

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Alaunos Therapeutics shareholders led by Adrian Price filed an amended Schedule 13D reporting beneficial ownership of 189,061 common shares, or 8.6% of the company. The group sent a letter proposing a $7,000,000 private placement in equity or equity-linked securities by Hexagon ONE Inc, Alimenta Holding Inc and Krakatau Holding Inc, which is anticipated to result in a change of control if completed.

The investors asked the board to negotiate a term sheet within five business days and reiterated their nomination of Gerald Bruce to the board. They indicated they may buy additional shares in the market, launch a tender offer, or run an investor relations campaign if the board does not engage.

Positive

  • None.

Negative

  • None.

Insights

Investors propose a $7M control-shifting financing and threaten escalation.

A group of Alaunos shareholders led by Adrian Price reports owning 189,061 shares, or 8.6% of the common stock. They propose a $7,000,000 private placement in equity or equity-linked securities through Hexagon ONE Inc, Alimenta Holding Inc and Krakatau Holding Inc, with terms to be negotiated with the board.

The letter to the board states that, if consummated, this financing is anticipated to result in a change of control of the company. The investors also seek appointment of Gerald Bruce to the board and request discussions within five business days of the February 24, 2026 letter.

If the board does not engage meaningfully, the filing states the group may purchase additional shares in the market, undertake a tender offer to shareholders, or run an investor relations campaign. Actual impact will depend on board response, shareholder approvals under Nasdaq rules, and execution of definitive documentation.






If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






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SCHEDULE 13D


Price Adrian
Signature:Adrian Price
Name/Title:Adrian Price, self
Date:02/24/2026
Chris Butterworth
Signature:Chris Butterworth
Name/Title:Chris Butterworth by Adrian Price as Attorney-in-Fact
Date:02/24/2026
Richard Jones
Signature:Richard Jones
Name/Title:Richard Jones by Adrian Price as Attorney-in-Fact
Date:02/24/2026
Edward Jones
Signature:Edward Jones
Name/Title:Edward Jones by Adrian Price as Attorney-in-Fact
Date:02/24/2026
Gareth Downing
Signature:Gareth Downing
Name/Title:Gareth Downing by Adrian Price as Attorney-in-Fact
Date:02/24/2026
Richard Kotey
Signature:Richard Kotey
Name/Title:Richard Kotey by Adrian Price as Attorney-in-Fact
Date:02/24/2026
Chris Cole
Signature:Chris Cole
Name/Title:Chris Cole by Adrian Price as Attorney-in-Fact
Date:02/24/2026
Arif Chaudrey
Signature:Arif Chaudrey
Name/Title:Arif Chaudrey by Adrian Price as Attorney-in-Fact
Date:02/24/2026
Emma Babb
Signature:Emma Babb
Name/Title:Emma Babb by Adrian Price as Attorney-in-Fact
Date:02/24/2026
Colin Craig
Signature:Colin Craig
Name/Title:Colin Craig by Adrian Price as Attorney-in-Fact
Date:02/24/2026
John Nicholls
Signature:John Nicholls
Name/Title:John Nicholls by Adrian Price as Attorney-in-Fact
Date:02/24/2026
Carl Ware
Signature:Carl Ware
Name/Title:Carl Ware by Adrian Price as Attorney-in-Fact
Date:02/24/2026
Andrew Turner
Signature:Andrew Turner
Name/Title:Andrew Turner by Adrian Price as Attorney-in-Fact
Date:02/24/2026
Matthew Robbins
Signature:Matthew Robbins
Name/Title:Matthew Robbins by Adrian Price as Attorney-in-Fact
Date:02/24/2026
Phillip James Stead
Signature:Phillip James Stead
Name/Title:Phillip James Stead by Adrian Price as Attorney-in-Fact
Date:02/24/2026
Stephen Hennessy
Signature:Stephen Hennessy
Name/Title:Stephen Hennessy by Adrian Price as Attorney-in-Fact
Date:02/24/2026
Greg Arnold
Signature:Greg Arnold
Name/Title:Greg Arnold by Adrian Price as Attorney-in-Fact
Date:02/24/2026
Michelle Douglas
Signature:Michelle Douglas
Name/Title:Michelle Douglas by Adrian Price as Attorney-in-Fact
Date:02/24/2026
Hexagon ONE Inc
Signature:Hexagon ONE Inc
Name/Title:Hexagon ONE Inc by Adrian Price as Attorney-in-Fact
Date:02/24/2026
Alimenta Holding Inc
Signature:Alimenta Holding Inc
Name/Title:Alimenta Holding Inc by Adrian Price as Attorney-in-Fact
Date:02/24/2026
Krakatau Holding Inc
Signature:Krakatau Holding Inc
Name/Title:Krakatau Holding Inc by Adrian Price as Attorney-in-Fact
Date:02/24/2026

FAQ

What stake do the reporting shareholders hold in Alaunos Therapeutics (TCRT)?

The reporting group led by Adrian Price reports beneficial ownership of 189,061 Alaunos shares, representing 8.6% of the common stock. Individual members generally hold small direct stakes while sharing voting power over 189,061 shares as disclosed in the Schedule 13D/A.

What private placement did investors propose to Alaunos Therapeutics (TCRT)?

The investors proposed a $7,000,000 private placement of Alaunos securities to three entities: Hexagon ONE Inc, Alimenta Holding Inc and Krakatau Holding Inc. The securities would be equity or equity-linked, with pricing negotiated considering market conditions, liquidity needs and long-term shareholder alignment.

Could the proposed $7M financing change control of Alaunos Therapeutics (TCRT)?

Yes. The filing states that, if consummated, the proposed $7,000,000 private placement is anticipated to result in a change of control of Alaunos Therapeutics. This outcome depends on board approval, definitive documentation, and any required shareholder approval under Nasdaq rules.

What board-related actions are the Alaunos (TCRT) investors seeking?

The investor group reiterated its nomination of Gerald Bruce to the Alaunos board and requested that the board appoint him as a director. They also asked the board to meet with Adrian Price within five business days to begin negotiating a term sheet and conducting due diligence.

What steps might the Alaunos (TCRT) investors take if the board does not engage?

If the board does not engage meaningfully within the requested period, the filing states the group may buy additional shares in the market, undertake a tender offer to shareholders, or launch an investor relations campaign to advance their views as shareholders.

How are the Alaunos (TCRT) reporting persons coordinating their actions?

The filing notes the shareholders are acting as Reporting Persons and may be considered a group under Section 13(d)(3). They entered a Joint Filing Agreement and granted Adrian Price powers of attorney to sign and file the Schedule 13D/A and related exhibits on their behalf.
Alaunos Therapeutics, Inc

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