Alaunos Therapeutics: reports regained Nasdaq equity compliance after $350,000,000 financing

What happened

• Alaunos Therapeutics filed this Current Report on Form 8-K on Oct 21, 2026 and reported that it believes it has regained compliance with Nasdaq Listing Rule 5550(b)(1) (the stockholders’ equity requirement) as a result of completing a merger and a private financing.
• The company reported it received a Deficiency Letter from Nasdaq on Apr 9, 2026 stating stockholders’ equity of $2,153,000 for the year ended Dec 31, 2025 and noncompliance with the $2,500,000 requirement, and that Nasdaq sent a delisting notice on Oct 5, 2026 (the company timely requested a hearing scheduled for Nov 10, 2026).
• The company reported it completed its acquisition of Velaris Therapeutics, Inc. on Oct 13, 2026 and completed the related private placement on Oct 14, 2026, receiving aggregate gross proceeds of approximately $350,000,000 before placement agent fees and offering expenses.

Key details

• Nasdaq Listing Rule cited: Rule 5550(b)(1), $2,500,000 stockholders’ equity requirement; reported equity on Form 10-K for fiscal year ended Dec 31, 2025 was $2,153,000.
• Financing terms reported: 687,789 shares of common stock at $1.4357 per share and 243,063 shares of Series C preferred stock at $1,435.70 per share; gross proceeds approximately $350,000,000.
• Waiver reported: Fairmount Healthcare Fund II, L.P. delivered a waiver dated Oct 14, 2026 waiving the cash settlement right for 6,268 shares of Series C preferred stock (aggregate value of approximately $9,000,000); waiver terminates on stockholder approval of conversions and related authorized share increase.
• Company noted it expects to classify most Series B and Series C preferred stock outside permanent stockholders’ equity pending stockholder approvals, and that Nasdaq will continue to monitor compliance (the Sep 30, 2026 Form 10-Q balance sheet precedes the Merger and Financing and will not reflect those transactions).

Why it may matter

• Item reported: Item 3.01 — notice of delisting or failure to satisfy a continued listing rule or standard. The filing covers Nasdaq’s deficiency and delisting notices, the company’s request for a hearing, the completion of the Merger and Financing, accounting classification expectations, and the company’s statement that it believes it has regained compliance with the stockholders’ equity requirement. This filing does not show why the insider traded or why the company acted.