Alaunos Therapeutics: acquires Velaris Therapeutics

What happened

• The filing reports that on Oct 13, 2026, Alaunos Therapeutics, Inc. entered into an Agreement and Plan of Merger dated Oct 13, 2026 and completed a merger by which Velaris Therapeutics, Inc. became a wholly owned subsidiary of Alaunos. The filing states the Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes.

Key details

• At closing, Alaunos issued 105,286 shares of Series B non-voting convertible preferred stock and 33,054 shares of Series C non-voting convertible preferred stock, each share convertible into 1,000 shares of common stock, subject to certain conditions described in the filing.
• Shares of Series C issued for outstanding unvested restricted shares of Velaris common stock remain subject to the same vesting terms; outstanding Velaris options were assumed and converted into options for Alaunos common stock with adjustments per the exchange ratio.
• Funds affiliated with Fairmount, including the Lead Investor, received 105,286 shares of Series B preferred stock in the Merger and agreed to purchase 687,789 shares of common stock and 68,964 shares of Series C preferred stock in the Financing for an aggregate purchase price of approximately $100,000,000; those funds are party to the PIPE Letter Agreement.
• In accordance with the Merger Agreement, Peter Harwin (age 40) was appointed to the board of directors effective immediately after the effective time of the Second Merger; the filing describes his background and other board roles.
• On Oct 13, 2026, the company filed Certificates of Designation for the Series B preferred stock and the Series C preferred stock and furnished an investor presentation and a press release as exhibits.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement — the Merger Agreement), Item 2.01 (completion of acquisition), Item 3.02 (unregistered sales of equity securities), Item 5.02 (director appointment and related disclosures), Item 5.03 (filing of certificates of designation), and Item 7.01 (Regulation FD disclosure via presentation and press release). This filing does not show why the insider traded or why the company acted.