Alaunos Therapeutics, Inc. — Form 8-K
Event date: October 21, 2026. This is a current-event filing, not a quarterly or annual financial report. The company’s common stock trades on Nasdaq under TCRT.
Business context and key financial information
The filing concerns Nasdaq continued-listing compliance following Alaunos’s October 13 acquisition of Velaris Therapeutics and an October 14 private placement. It does not report revenue, profit, cash flow, operating margins, or a current cash balance.
- Nasdaq’s April 2026 deficiency notice cited stockholders’ equity of $2.153 million at December 31, 2025, below the $2.5 million minimum. At that time, the company also did not meet the cited alternative listing standards.
- The financing raised approximately $350.0 million in gross proceeds, before placement-agent fees and other offering expenses. It comprised 687,789 common shares at $1.4357 per share and 243,063 Series C preferred shares at $1,435.70 per share.
- A Fairmount-affiliated investor waived the cash-settlement right on 6,268 Series C preferred shares, stated to represent approximately $9.0 million. The waiver applies until the specified stockholder approval and authorized-share increase conditions are met.
- While required approvals remain pending, the company expects to classify Series B and most Series C preferred shares outside permanent stockholders’ equity; it expects the waived Series C shares and financing common shares to be within permanent equity. These are preliminary accounting expectations.
Material changes and listing status
Alaunos says that, as a result of the financing and the waiver, it believes it had regained compliance with Nasdaq’s stockholders’ equity requirement as of October 21. Nasdaq has not yet confirmed that determination. The company’s September 30, 2026 Form 10-Q will predate the merger and financing and therefore will not reflect their effect on equity.
After an October 5 delisting notice, the company timely requested a Nasdaq Hearings Panel hearing, which stays suspension or delisting pending the hearing. The hearing was scheduled for November 10, 2026. The company expects it to be cancelled if Nasdaq confirms compliance; the filing gives no assurance of confirmation or its timing.
Outlook, risks, and contingencies
- Nasdaq will continue monitoring compliance. The company may face delisting if its 2026 Form 10-K does not evidence compliance.
- The company’s compliance assessment and preferred-stock accounting classifications could change during the financial-statement close or auditor review. Operating losses and transaction costs could affect stockholders’ equity.
- Stockholder approval of the preferred-stock conversion and the related increase in authorized common shares remain important contingencies. Without the required approvals, eligible Series C holders may have a cash-settlement right beginning six months after initial issuance; Fairmount’s waiver is limited to the specified shares and terminates upon the stated conditions.
- Forward-looking statements are subject to risks, including Nasdaq disagreeing with the company’s compliance assessment and the company’s ability to maintain listing compliance.
Key facts for investors to verify
- Nasdaq’s confirmation of regained compliance and the status or cancellation of the November 10 hearing.
- Final 2026 financial-statement treatment of Series B and Series C preferred shares, including the waiver’s effect on permanent equity.
- Completion of the required stockholder approvals and authorized-share increase, and any resulting conversion or cash-settlement obligations.
- Net financing proceeds after fees, and the company’s stockholders’ equity and liquidity in subsequent financial reports.