[SCHEDULE 13D/A] Alaunos Therapeutics, Inc. SEC Filing

Rhea-AI Filing Summary

Amendment No. 1 to Schedule 13D reports that PMGC Capital LLC and its parent PMGC Holdings Inc. have completed an exit from their position in Alaunos Therapeutics, Inc. The filing states PMGC LLC sold all of its common stock in open-market transactions between June 16, 2025 and August 22, 2025 at prices ranging from $1.92 to $4.53. Following settlement of the August 22 trades on August 25, 2025, the reporting persons no longer beneficially own any shares of the issuer. The amendment serves as a final amendment and an exit filing; no other new funds, legal proceedings, or retained holdings are reported.

Positive

• Complete exit disclosed: The reporting persons explicitly confirm they sold all shares and now hold 0 common shares as of Aug 25, 2025.
• Price range disclosed: Sale prices are provided ($1.92 to $4.53), offering transparency about the transaction window.

Negative

• No disclosure of prior stake size: The filing does not state how large the previously held position was, limiting assessment of market impact.
• No explanation for exit: The filing provides no rationale for the sales, so investors cannot infer intent or timing drivers from this document alone.

Insights

Financial Analyst

TL;DR: Reporting persons fully divested their stake through market sales at $1.92–$4.53, resulting in zero ownership as of Aug 25, 2025.

The filing is a routine exit/cleanup amendment to Schedule 13D confirming PMGC LLC sold its entire position in Alaunos Therapeutics on the open market over a defined window. Transaction price range is disclosed, which allows market participants to see realized sale prices. No new disclosures of litigation, sources of funds, or contingent arrangements are included. Impact to Alaunos depends on the size of the previously held stake (not disclosed here), so materiality to the company's shareholder base cannot be fully assessed from this filing alone.

Corporate Governance Expert

TL;DR: This is an administrative exit filing confirming PMGC entities no longer exercise voting or dispositive control.

The amendment clarifies that PMGC Holdings, previously the sole member of PMGC Capital LLC, no longer exercises voting or dispositive power over the issuer's common stock and that all sales settled by Aug 25, 2025. The statement contains standard representations about lack of relevant legal proceedings. From a governance perspective, removal of an active holder can alter shareholder composition, but the filing itself does not indicate any coordinated action, proxy matters, or board-level effects.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Alaunos Therapeutics, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

98973P309

(CUSIP Number)

Ross D. Carmel, Esq.
Sichenzia Ross Ference Carmel LLP, 1185 Avenue of the Americas, 31st Floor
New York, NY, 10036
2126580458

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/22/2025

(Date of Event Which Requires Filing of This Statement)

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).

SCHEDULE 13D

CUSIP No. 98973P309

1

Name of reporting person

PMGC CAPITAL LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 98973P309

1

Name of reporting person

PMGC Holdings Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

PMGC Holdings Inc. ("PMGC Holdings") is, as of the date of this Amendment No. 1, the sole member of PMGC Capital LLC ("PMGC LLC"). As of August 25, 2025 (please refer to Item 4 of this Amendment No. 1, below, for additional detail in relation to this date), the Reporting Persons are no longer beneficial owners or no longer may be deemed to be beneficial owners (as the case may be), of any shares of Common Stock of the Issuer.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Alaunos Therapeutics, Inc.
(c)	Address of Issuer's Principal Executive Offices: 501 E LAS OLAS BLVD, SUITE 300, FORT LAUDERDALE, FLORIDA , 33301.
Item 1 Comment: Explanatory Note Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 to Schedule 13D (this "Amendment No. 1") amends and supplements the Schedule 13D originally filed with the U.S. Securities and Exchange Commission (the "SEC") on May 14, 2025 (the "Original Schedule 13D"). This Amendment No. 1 ("Amendment No. 1") relates to the common stock, par value $0.001 per share ("Common Stock"), of Alaunos Therapeutics, Inc., a Delaware corporation (the "Issuer"), owned by PMGC Capital LLC and PMGC Holdings Inc. (PMGC Capital LLC and PMGC Holdings Inc., collectively, the "Reporting Persons") and is the final amendment to the Original Schedule 13D and an exit filing for the Reporting Persons.
Item 2.	Identity and Background
(a)	This Amendment No. 1 to Schedule 13D is filed on behalf of PMGC Capital LLC ("PMGC LLC"). PMGC Holdings Inc. ("PMGC Holdings") is currently the sole member of PMGC LLC. Currently, PMGC Holdings no longer exercises any voting and dispositive control over the Common Stock previously beneficially owned by PMGC LLC.
(b)	The principal business address of PMGC LLC is 120 Newport Center Drive, Ste. 249, Newport Beach, California 92660.
(c)	PMGC LLC is a multi-strategy investment firm focused on direct investments, strategic lending, and acquiring undervalued companies and assets across diverse markets. PMGC LLC is a wholly-owned subsidiary of PMGC Holdings.
(d)	During the last five years, neither PMGC LLC nor PMGC Holdings has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, neither PMGC LLC nor PMGC Holdings has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	PMGC LLC is organized under the laws of Nevada.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby replaced in its entirety as follows: Not applicable. This Amendment No. 1 reports the Transactions (as defined below).
Item 4.	Purpose of Transaction
	Item 4 is hereby replaced in its entirety as follows: Between June 16, 2025 and August 22, 2025, PMGC LLC sold all of Common Stock of the Issuer on the open market at prices ranging between $1.92 to $4.53 (such sales, in the aggregate, the "Transactions"). As of August 25, 2025, PMGC LLC's settlement date of the August 22, 2025 sales of the Issuer's Common Stock, the Reporting Persons are no longer beneficial owners or no longer may be deemed to be beneficial owners (as the case may be), of any shares of Common Stock.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Original Schedule 13D is hereby replaced in its entirety as follows: As of August 25, 2025, the Reporting Persons are no longer beneficial owners or no longer may be deemed to be beneficial owners (as the case may be), of any shares of Common Stock.
(b)	Item 5(b) of the Original Schedule 13D is hereby replaced in its entirety as follows: As of August 25, 2025, the Reporting Persons are no longer beneficial owners or no longer may be deemed to be beneficial owners (as the case may be), of any shares of Common Stock.
(c)	Item 5(c) of the Original Schedule 13D is hereby replaced in its entirety as follows: Between June 16, 2025 and August 22, 2025, PMGC LLC sold all of the Common Stock of the Issuer on the open market at prices ranging between $1.92 to $4.53.
(d)	Not applicable.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PMGC CAPITAL LLC

Signature:	/s/ Graydon Bensler
Name/Title:	Graydon Bensler, Manager of PMGC Capital LLC
Date:	09/05/2025

PMGC Holdings Inc.

Signature:	/s/ Graydon Bensler
Name/Title:	Graydon Bensler, Chief Executive Officer of PMGC Holdings Inc.
Date:	09/05/2025

FAQ

What did PMGC Capital LLC report in the Schedule 13D/A for Alaunos Therapeutics (TCRT)?

PMGC reported it sold all of its common stock in Alaunos Therapeutics in open-market transactions between June 16, 2025 and August 22, 2025, and holds 0 shares as of August 25, 2025.

At what prices did PMGC sell Alaunos Therapeutics (TCRT) shares?

The filing states sales occurred at prices ranging between $1.92 and $4.53.

Does the amendment disclose why PMGC exited its position in TCRT?

No. The amendment confirms the sales and final ownership status but does not provide a reason for the divestiture.

Are there any legal proceedings disclosed against PMGC related to this filing?

No. The filing states neither PMGC LLC nor PMGC Holdings has been convicted of criminal proceedings nor been party to certain disqualifying civil proceedings in the last five years.

When did the reporting persons cease to be beneficial owners of TCRT shares?

Following settlement of the August 22, 2025 trades, the reporting persons ceased to be beneficial owners as of August 25, 2025.