Other Events. As previously disclosed, on April 9, 2026, Alaunos Therapeutics, Inc. (the “Company”) received a written notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on The Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing (the “Stockholders’ Equity Requirement”)…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. Background As previously disclosed, on April 9, 2026, Alaunos Therapeutics, Inc. (the “Company”) received a written notice (the “Deficiency Letter”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on The Nasdaq Capital Marke…

Completion of Acquisition or Disposition of Assets. On October 13, 2026, the Company completed its business combination with Velaris. The information contained in

of this Current Report on Form 8-K, including the information in the presentation and press release attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act of 1933, as amended. Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, b…

Director — Peter Harwin: The filing discloses the appointment of a new director, Peter Harwin, as part of a merger agreement, which is a board composition change rather than an executive departure.

The PIPE Securities were offered and sold in transactions exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder. Each of the Investors represented that it was an “accredited investor,” as defined in Regulation D, and is acquiring the PIPE Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The PIPE Securities have not been registered un…

by reference. Pursuant to the Merger Agreement and the Purchase Agreement (as defined below), the Company has agreed to hold a stockholders’ meeting to submit the following matters to its stockholders for their consideration: (i) the approval of the conversion of the Series B Preferred Stock and the Series C Preferred Stock into shares of Common Stock in accordance with the listing rules of The Nasdaq Stock Market LLC (“Nasdaq”) (the “Conversion Proposal”), (ii) the approval of an amendment t…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on April 9, 2026, Alaunos Therapeutics, Inc. (the “Company”) received notice from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on…

Entry into a Material Definitive Agreement. On September 18, 2026, Alaunos Therapeutics, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the accredited investors named on the signature pages thereto (the “Purchasers”), pursuant to which the Company agreed to sell and issue, in a registered direct offering (the “Offering”), 380,469 shares (the “Shares”) of its common stock, par value $0.001 per share (“Common Stock”), at a purchase price of $1.…

Material Modification to Rights of Security Holders. The information set forth in

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 9, 2026, Alaunos Therapeutics, Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that it is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on the…

Other Events. Shareholder Nomination of Potential Board Member The Company notes the following developments regarding a group of stockholders (the “Group”) that has filed Schedules 13D with the Securities and Exchange Commission: ▪ On October 30, 2025, the Group filed an initial Schedule 13D reporting beneficial ownership of approximately 8.6% of the Company’s outstanding common stock. The filing stated the Group’s intention to engage with the Board of Directors to discuss potential ways to e…

Material Modification to Rights of Security Holders. On January 8, 2026, the Board of Directors of the Company approved and adopted Amended and Restated By-Laws of the Company (the “Amended and Restated Bylaws”), effective immediately. The Amended and Restated Bylaws include, among other changes: ▪ A new Article 2, Section 2.14 establishing comprehensive procedures and requirements for stockholder nominations of director candidates and proposals of other business to be brought before annual a…

Termination of a Material Definitive Agreement. On January 8, 2026, the Company delivered written notice to Cantor Fitzgerald & Co. (“Cantor”) terminating, effective immediately, the engagement letter dated August 14, 2023 (the “Engagement Letter”), pursuant to which Cantor had been engaged as the Company’s exclusive financial advisor in connection with the exploration of potential strategic transactions. The Engagement Letter provided that it could be terminated by the Company on or after th…

Entry into a Material Definitive Agreement On December 17, 2025, Alaunos Therapeutics, Inc. (the “Company”) entered into a Settlement and Release Agreement (the “Settlement Agreement”) with The University of Texas M.D. Anderson Cancer Center (“MD Anderson”) resolving all disputes related to unpaid invoices under the 2019 Research and Development Agreement. Under the Settlement Agreement, the Company agreed to pay MD Anderson a total of $285,055 in full satisfaction of the outstanding invoices…

Director — Michael A. Jerman: Mr. Michael A. Jerman was appointed as a director and to the Audit Committee and Compensation Committee, filling vacancies.

Material Modification to Rights of Security Holders. At the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Alaunos Therapeutics, Inc. (the “Company”), held on July 3, 2025, and as further described in

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As a result of voluntary resignation of Mr. Weis as the chairman of the Audit Committee and as a member of the Compensation Committee, as described in more detail in

Chief Executive Officer — Dale Curtis Hogue, Jr.: Mr. Hogue resigned from his positions as CEO and Director but will continue to provide consulting services.

Unregistered Sales of Equity Securities . The information set forth above in

of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD. Forward-Looking Information This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminolo…

Material Modification to Rights of Security Holders. The information set forth in

Entry into a Material Definitive Agreement Subscription Agreement On June 24, 2025, Alaunos Therapeutics, Inc., a Delaware corporation (the “Company”) entered into a Subscription Agreement (the “Agreement”), by and among the Company and the purchasers listed on Appendix A therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a private offering to the Purchasers shares of Series A-2 Convertible Preferred Stock of the Company, par value of $0.001 per share (the…

Entry into a Material Definitive Agreement. Securities Purchase Agreement for Registered Direct Offering On June 20, 2025, Alaunos Therapeutics, Inc. (the “Company”) entered in a securities purchase agreement (the “Securities Purchase Agreement”) with certain purchasers identified therein, pursuant to which the Company agreed to issue and sell (i) 338,725 shares of common stock (the “Shares”), par value $0.001 per share of the Company (“Common Stock”), at a purchase price of $3.36 per share;…

Entry into a Material Definitive Agreement As previously disclosed, on May 19, 2025, Alaunos Therapeutics, Inc., a Delaware corporation (the “Company”) issued to Mast Hill Fund, L.P., a Delaware limited partnership (“Mast Hill”) a warrant to purchase 79,900 shares of the Company’s common stock (the “Warrant”), concurrently with the execution of an equity purchase agreement and a registration rights agreement by the Company and Mast Hill. On June 9, 2025, the Company entered into an Amendment…