Strategic EP Files Schedule 13G: 149,827 Shares, Standstill to 9.99%

Rhea-AI Filing Summary

Strategic EP, LLC reported beneficial ownership of 149,827 shares of Alaunos Therapeutics, Inc. common stock, equal to 6.8% of the 2,205,716 shares outstanding as of August 20, 2025. The filing excludes 62,299 shares issuable upon exercise of pre-funded warrants that contain exercise limits tied to ownership thresholds (4.99% or, at holder election, 9.99%). On August 26, 2025, the filer and the issuer entered a Standstill Agreement permitting Strategic EP to exceed the 4.99% limit up to 9.99% and the filer agreed to waive rights to engage in takeover-related activities or otherwise seek to influence control of the company.

Positive

• Beneficial ownership disclosed at 149,827 shares (6.8%), a material stake above the 5% reporting threshold
• Standstill Agreement permits increase over the 4.99% warrant cap up to 9.99%, providing clarity on potential ownership expansion
• Filer waived takeover-related rights, which reduces immediate risk of activist control attempts

Negative

• None.

Insights

Financial Analyst

TL;DR: A disclosed 6.8% stake with warrants and a standstill agreement creates capped upside in ownership while removing immediate activist threats.

The Schedule 13G shows Strategic EP holds 149,827 shares (6.8%), excluding 62,299 pre-funded warrant shares subject to exercise caps tied to 4.99% or 9.99% thresholds. The standstill agreement dated August 26, 2025 formalizes permission to exceed the 4.99% limit up to 9.99% and includes a waiver of takeover-related actions. For investors, this is a material ownership disclosure that signals a non-hostile position with capacity to modestly increase stake under agreed terms.

Corporate Governance Expert

TL;DR: Reporting party discloses a meaningful minority position and legally-bound limits on activist behavior via a standstill.

The filing documents clear governance-relevant terms: a 6.8% beneficial holding, excluded pre-funded warrants with built-in ownership caps, and a standstill agreement in which the filer waived rights to pursue takeover activities. This combination reduces near-term governance activism risk while leaving room for ownership to increase to 9.99% under the pre-existing warrant framework and the standstill’s permissions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Alaunos Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

98973P309

(CUSIP Number)

08/21/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 98973P309

1

Names of Reporting Persons

Strategic EP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 149,827.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 149,827.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

149,827.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.8 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Does not include 62,299 shares of Common Stock issuable upon exercise of pre-funded warrants. These pre-funded warrants contain a provision, which precludes the exercise of the pre-funded warrants to the extent that, following exercise, the Reporting Person would own more than 4.99% (or, at the election of the holder, 9.99%) of the Common Stock outstanding. On August 26, 2025, the Reporting Person and the Issuer entered into a Standstill Agreement, pursuant to which the Issuer agreed to permit the Reporting Person to exceed the 4.99% ownership limitation, subject to an increase up to 9.99% as permitted under the terms of the pre-funded warrant agreement. In connection with the Standstill Agreement, the Reporting Person agreed to waive any rights to engage in takeover-related activities or otherwise seek to influence or control the Issuer. The percentage is based on 2,205,716 shares of Common Stock outstanding as of August 20, 2025, as reported by the Issuer in its Form S-3 Registration Statement filed with the SEC on August 21, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Alaunos Therapeutics, Inc.
(b)	Address of issuer's principal executive offices: 501 E. Las Olas Blvd., Suite 300, Fort Lauderdale, FL 33301
Item 2.
(a)	Name of person filing: Strategic EP, LLC
(b)	Address or principal business office or, if none, residence: 1050 Crown Pointe Parkway, Suite 500, Atlanta, GA 30338
(c)	Citizenship: Delaware
(d)	Title of class of securities: Common Stock, $0.001 par value per share
(e)	CUSIP No.: 98973P309
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 149,827 shares of Common Stock Does not include 62,299 shares of Common Stock issuable upon exercise of pre-funded warrants. These pre-funded warrants contain a provision, which precludes the exercise of the pre-funded warrants to the extent that, following exercise, the Reporting Person would own more than 4.99% (or, at the election of the holder, 9.99%) of the Common Stock outstanding. On August 26, 2025, the Reporting Person and the Issuer entered into a Standstill Agreement, pursuant to which the Issuer agreed to permit the Reporting Person to exceed the 4.99% ownership limitation, subject to an increase up to 9.99% as permitted under the terms of the pre-funded warrant agreement. In connection with the Standstill Agreement, the Reporting Person agreed to waive any rights to engage in takeover-related activities or otherwise seek to influence or control the Issuer.
(b)	Percent of class: 6.8 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 149,827
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 149,827
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Strategic EP, LLC

Signature:	/s/ Alexander Chase Deitch
Name/Title:	Alexander Chase Deitch/Manager
Date:	09/04/2025

FAQ

How many shares of Alaunos Therapeutics (TCRT) does Strategic EP, LLC report owning?

Strategic EP reports beneficial ownership of 149,827 shares, equal to 6.8% of outstanding common stock based on 2,205,716 shares.

Are there additional shares excluded from the ownership calculation?

Yes. The filing excludes 62,299 shares issuable upon exercise of pre-funded warrants that have exercise limitations tied to ownership thresholds.

What does the Standstill Agreement between Strategic EP and Alaunos do?

Per the filing, on August 26, 2025 the Issuer agreed to permit Strategic EP to exceed the 4.99% ownership limitation up to 9.99%, and Strategic EP agreed to waive rights to engage in takeover-related activities.

What voting or dispositive power does Strategic EP report?

Strategic EP reports sole voting power and sole dispositive power over the 149,827 shares and reports no shared power.

On what share count is the 6.8% percentage based?

The percentage is based on 2,205,716 shares outstanding as of August 20, 2025, per the issuer's Form S-3 registration statement filed August 21, 2025.