TCRT / Alaunos Therapeutics, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

Security Type

Calculation of Filing Fee Tables S-3 Alaunos Therapeutics, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward

As filed with the Securities and Exchange Commission on August 20, 2025

S-3 As filed with the Securities and Exchange Commission on August 20, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2025 Alaunos Therapeut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2025 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-33038 Alaunos Therapeutics, Inc. (Exact name of re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2025 Alaunos Therapeutic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2025 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2025 Alaunos Therapeutic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2025 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 3, 2025 Alaunos Therapeutics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 3, 2025 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commission

Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation of Alaunos Therapeutics, Inc.

CERTIFICATE OF AMENDMENT OF THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALAUNOS THERAPEUTICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2025 Alaunos Therapeutics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2025 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commission

Securities Purchase Agreement dated June 20, 2025, between Alaunos Therapeutics, Inc. and the purchasers thereto.

SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 20, 2025, between Alaunos Therapeutics, Inc.

Certificate of Designation of Series A-2 Convertible Preferred Stock of Alaunos Therapeutics, Inc

CERTIFICATE OF DESIGNATION OF SERIES A-2 CONVERTIBLE PREFERRED STOCK OF Alaunos Therapeutics, Inc.

Subscription Agreement, dated June 24, 2025, by and between Alaunos Therapeutics, Inc. and the Purchasers therein.

SUBSCRIPTION AGREEMENT THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION.

Form of Pre-Funded Warrant.

PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK OF ALAUNOS THERAPEUTICS, INC. Warrant Shares: [•] Initial Exercise Date: [•], 2025 THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [•] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 24, 2025 Alaunos Therapeutic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 24, 2025 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 87-1475642 (State or other jurisdiction of incorporation) (Commissio

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2025 (June 20, 2025) Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 87-1475642 (State or other jurisdiction of incorpora

338,725 Shares of Common Stock Pre-Funded Warrants to Purchase up to 271,674 Shares of Common Stock (and 271,674 Shares of Common Stock underlying such Pre-Funded Warrants) ALAUNOS THERAPEUTICS, INC.

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-266841 PROSPECTUS SUPPLEMENT (to Prospectus dated September 7, 2022) 338,725 Shares of Common Stock Pre-Funded Warrants to Purchase up to 271,674 Shares of Common Stock (and 271,674 Shares of Common Stock underlying such Pre-Funded Warrants) ALAUNOS THERAPEUTICS, INC. Pursuant to this prospectus supplement and the accomp

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 9, 2025 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 87-1475642 (State or other jurisdiction of incorporation) (Commission

EXHIBIT 4.1 AMENDMENT #1 TO THE COMMON STOCK PURCHASE WARRANT ISSUED ON MAY 19, 2025 BACKGROUND Alaunos Therapeutics, Inc. Mast Hill Fund, L.P.

EXHIBIT 4.1 AMENDMENT #1 TO THE COMMON STOCK PURCHASE WARRANT ISSUED ON MAY 19, 2025 THIS AMENDMENT #1 to the Warrant (as defined below) (the “Amendment”) is entered into as of June 6, 2025 (the “Effective Date”), by and between Alaunos Therapeutics, Inc., a Delaware corporation (the “Company”), and Mast Hill Fund, L.P., a Delaware limited partnership (the “Holder”) (collectively the “Parties”). B

Common Stock Purchase Warrant, dated May 19, 2025, issued by Alaunos Therapeutics, Inc. to Mast Hill Fund, L.P.

NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT.

Registration Rights Agreement, dated May 19, 2025, by and between Alaunos Therapeutics, Inc. and Mast Hill Fund, L.P.

REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 19, 2025, by and between ALAUNOS THERAPEUTICS, INC.

Equity Purchase Agreement, dated May 19, 2025, by and between Alaunos Therapeutics, Inc. and Mast Hill Fund, L.P.

EQUITY PURCHASE AGREEMENT This equity purchase agreement is entered into as of May 19, 2025 (this "Agreement"), by and between Alaunos Therapeutics, Inc.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2025 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 87-1475642 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-33038 Alaunos Therapeutics, Inc. (Exact name of r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K/A (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2025 Alaunos Therapeuti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2025 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commissi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 15, 2025 (April 13, 2025) Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 87-1475642 (State or other jurisdiction of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 11, 2025 Alaunos Therapeuti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 11, 2025 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 87-1475642 (State or other jurisdiction of incorporation) (Commissi

Certificate of Designation of Series A-1 Convertible Preferred Stock of Alaunos Therapeutics, Inc.

Delaware The First State I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF “ALAUNOS THERAPEUTICS, INC.

Subscription Agreement, dated April 11, by and between Alaunos Therapeutics, Inc. and Watermill Asset Management

Execution Version SUBSCRIPTION AGREEMENT THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 7, 2025 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commission

Consulting Agreement, dated as of February 21, 2024, between the Registrant and Ferdinand Groenewald.

Exhibit 10.62 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”), dated as of February 22, 2024, is made by and between Alaunos Therapeutics, Inc. (the “Company”) and Ferdinand Groenewald (“Consultant”), (together the “Parties”). W I T N E S S E T H : WHEREAS, the Company desires to engage Consultant to provide services pursuant to the terms and conditions contained in this Agreemen

Alaunos Therapeutics, Inc. Clawback Policy.

Exhibit 97.1 Alaunos Therapeutics, Inc. Compensation Clawback Policy Adopted October 3, 2023 Purpose The Board of Directors (the “Board”) of Alaunos Therapeutics, Inc. (the “Corporation”) has adopted this compensation clawback policy (the “Policy”) which provides for the recoupment of incentive-based compensation in the event of an accounting restatement. This Policy is intended to comply with Sec

Insider Trading Policy

ALAUNOS THERAPEUTICS, INC. INSIDER TRADING POLICY INTRODUCTION During the course of your relationship with Alaunos Therapeutics, Inc. (the “Company”), you may receive material information that is not yet publicly available (“material nonpublic information”) about the Company or other publicly-traded companies that the Company has business relationships with. Material nonpublic information may give

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33038 Alaunos Therapeutics, Inc.

Separation Agreement, dated as of December 22, 2023, between the Registrant and Kevin S. Boyle, Sr.

Exhibit 10.60 December 20, 2023 Dear Kevin, This Separation and Release Agreement (“Agreement”) follows up on our recent discussions concerning the termination of your employment with Alaunos Therapeutics, Inc. (the “Company”). To assist you in your transition, the Company is offering you certain transitional benefits in exchange for a mutual, general release of claims and other terms set forth be

Consulting Agreement, dated as of December 22, 2023, between the Registrant and Kevin S. Boyle, Sr.

Exhibit 10.61 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”), dated as of December 22, 2023, is made by and between Alaunos Therapeutics, Inc. (the “Company”) and Kevin S. Boyle Sr. (“Consultant”). W I T N E S S E T H : WHEREAS, the Company desires to engage Consultant to provide services pursuant to the terms and conditions contained in this Agreement; and WHEREAS, Consultant d

Consulting Agreement, dated as of November 14, 2023, between the Registrant and Melinda Lackey (incorporated by reference to Exhibit 10.59 to the Registrant's Annual Report on Form 10-K, SEC File No. 001-33038, filed April 1, 2024).

Exhibit 10.59 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”), dated as of November 14, 2023, is made by and between Alaunos Therapeutics, Inc. (the “Company”) and Melinda Lackey (“Consultant”), (together the “Parties”). W I T N E S S E T H : WHEREAS, the Company desires to engage Consultant to provide services pursuant to the terms and conditions contained in this Agreement; and

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

EX-99.1 2 d834368dex991.htm EX-99.1 Exhibit 99.1 CUSIP No: 98973P309 AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and (ii) Each of them is responsible for the timely filing of such Schedule 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-33038 Alaunos Therapeutics, Inc. (Exact name

TCRT / Alaunos Therapeutics, Inc. / MSD Partners, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d834368dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Alaunos Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 98973P309 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2024 Alaunos Therapeut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2024 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-33038 Alaunos Therapeutics, Inc. (Exact name of re

Third Amended and Restated Certificate of Incorporation of Alaunos Therapeutics, Inc.

Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALAUNOS THERAPEUTICS, INC. Alaunos Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1. The name of the corporation is: Alaunos Therapeutics, Inc. 2. The

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment #1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: July 16, 2024 (Date of earliest event reported) ALAUNOS THERAPEUTICS, INC.

Third Amended and Restated Certificate of Incorporation of Alaunos Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, SEC File No. 001-33038, filed July 17, 2024).

Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALAUNOS THERAPEUTICS, INC. Alaunos Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1. The name of the corporation is: Alaunos Therapeutics, Inc. 2. The

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No.

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ALAUNOS THERAPEUTICS, INC.

Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALAUNOS THERAPEUTICS, INC. Alaunos Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1. The name of the corporation is: Alaunos Therapeutics, Inc. 2. The

Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant's Form 8-K filed July 17, 2024)

Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALAUNOS THERAPEUTICS, INC. Alaunos Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1. The name of the corporation is: Alaunos Therapeutics, Inc. 2. The

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: July 16, 2024 (Date of earliest event reported) ALAUNOS THERAPEUTICS, INC.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: July 16, 2024 (Date of earliest event reported) ALAUNOS THERAPEUTICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2024 Alaunos Therapeutic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2024 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commissio

Letter of RSM US LLP dated June 21, 2024 concerning change in the registrant’s certifying accountant.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Alaunos Therapeutics, Inc., dated June 12, 2024

Exhibit 3.1W CERTIFICATE OF AMENDMENT OF THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALAUNOS THERAPEUTICS, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Alaunos Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “G

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2024 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commission

Employment Agreement, dated as of January 21, 2024, by and between the Registrant and Dale Curtis Hogue (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, SEC File No. 001-33038, filed May 15, 2024.

2617 Bissonnet, Suite 225 | Houston, TX 77005 EMAIL January 21, 2024 Dale Curtis Hogue, Jr.

Employment Agreement, dated as of January 21, 2024, by and between the Registrant and Dale Curtis Hogue

Exhibit 10.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-33038 Alaunos Therapeutics, Inc. (Exact name of r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240.

Consulting Agreement, dated as of November 14, 2023, between the Registrant and Melinda Lackey.

Exhibit 10.59 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”), dated as of November 14, 2023, is made by and between Alaunos Therapeutics, Inc. (the “Company”) and Melinda Lackey (“Consultant”), (together the “Parties”). W I T N E S S E T H : WHEREAS, the Company desires to engage Consultant to provide services pursuant to the terms and conditions contained in this Agreement; and

Consulting Agreement, dated as of February 21, 2024, between the Registrant and Ferdinand Groenewald.

Exhibit 10.62 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”), dated as of February 22, 2024, is made by and between Alaunos Therapeutics, Inc. (the “Company”) and Ferdinand Groenewald (“Consultant”), (together the “Parties”). W I T N E S S E T H : WHEREAS, the Company desires to engage Consultant to provide services pursuant to the terms and conditions contained in this Agreemen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33038 Alaunos Therapeutics, Inc.

Separation Agreement, dated as of December 22, 2023, between the Registrant and Kevin S. Boyle, Sr.

Exhibit 10.60 December 20, 2023 Dear Kevin, This Separation and Release Agreement (“Agreement”) follows up on our recent discussions concerning the termination of your employment with Alaunos Therapeutics, Inc. (the “Company”). To assist you in your transition, the Company is offering you certain transitional benefits in exchange for a mutual, general release of claims and other terms set forth be

Alaunos Therapeutics, Inc. Clawback Policy.

Exhibit 97.1 Alaunos Therapeutics, Inc. Compensation Clawback Policy Adopted October 3, 2023 Purpose The Board of Directors (the “Board”) of Alaunos Therapeutics, Inc. (the “Corporation”) has adopted this compensation clawback policy (the “Policy”) which provides for the recoupment of incentive-based compensation in the event of an accounting restatement. This Policy is intended to comply with Sec

Consulting Agreement, dated as of December 22, 2023, between the Registrant and Kevin S. Boyle, Sr.

Exhibit 10.61 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”), dated as of December 22, 2023, is made by and between Alaunos Therapeutics, Inc. (the “Company”) and Kevin S. Boyle Sr. (“Consultant”). W I T N E S S E T H : WHEREAS, the Company desires to engage Consultant to provide services pursuant to the terms and conditions contained in this Agreement; and WHEREAS, Consultant d

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2024 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commi

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: February 16, 2024 (Date of earliest event reported) ALAUNOS THERAPEUTICS, INC.

ZIOP / Alaunos Therapeutics Inc / DISCOVERY CAPITAL MANAGEMENT, LLC / CT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Joint Filing Agreement dated February 13, 2024.

EX-99.1 2 d631111dex991.htm EX-99.1 CUSIP No: 98973P200 Exhibit 99.1 AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and (ii) Each of them is responsible for the timely filing of such Schedule 13

TCRT / Alaunos Therapeutics, Inc. / MSD Partners, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d631111dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Alaunos Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 98973P200 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement)

Second Amended and Restated Certificate of Incorporation of Alaunos Therapeutics, Inc.

State of Delaware Secretary of State Division of Corporations Delivered 11:56 AM 01/31/2024 FILED 01:12 PM 01/31/2024 SR 20240303066 – File Number 3970466 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALAUNOS THERAPEUTICS, INC.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: January 31, 2024 (Date of earliest event reported) ALAUNOS THERAPEUTICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: January 29, 2024 (Date of earliest event reported) ALAUNOS THERAPEUTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: January 29, 2024 (Date of earliest event reported) ALAUNOS THERAPEUTICS, INC.

Second Amended and Restated Certificate of Incorporation of Alaunos Therapeutics, Inc.

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALAUNOS THERAPEUTICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2024 Alaunos Therapeu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2024 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2023 Alaunos Therape

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2023 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2023 Alaunos Therape

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2023 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2023 Alaunos Therape

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2023 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2023 Alaunos Therape

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2023 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commi

Retention Agreement, dated as of August 14, 2023, between the Registrant and Drew Deniger (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q, SEC File No. 001-33038, filed November 14, 2023).

Exhibit 10.2 September 1, 2023 Drew Deniger Re: Confidential Retention Agreement CONFIDENTIAL Dear Drew, We greatly value the work you do for Alaunos, and we need you to continue making your valuable contributions. As an incentive for you to stay with Alaunos during this period of transition, Alaunos is pleased to offer you a retention bonus (the “Retention Bonus”) pursuant to and in accordance wi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2023 Alaunos Therapeu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2023 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commis

Retention Agreement, dated as of August 14, 2023, between the Registrant and Melinda Lackey (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, SEC File No. 001-33038, filed November 14, 2023).

Exhibit 10.1 August 14, 2023 Melinda Lackey Re: Confidential Retention Agreement CONFIDENTIAL Dear Melinda, We greatly value the work you do for Alaunos, and we need you to continue making your valuable contributions. As an incentive for you to stay with Alaunos during this period of transition, Alaunos is pleased to offer you a retention bonus (the “Retention Bonus”) pursuant to and in accordance

Alaunos Therapeutics Announces Third Quarter 2023 Financial Results, Phase 1 Clinical Data and Continued Exploration of Strategic Alternatives

EX-99.1 Exhibit 99.1 Alaunos Therapeutics Announces Third Quarter 2023 Financial Results, Phase 1 Clinical Data and Continued Exploration of Strategic Alternatives • TCR-T Library Phase 1/2 trial achieved an 87% disease control rate of eight evaluable patients with metastatic, refractory solid tumors; TCR-T cell therapy was well tolerated in all treated patients • hunTR® discovered new HLA class I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-33038 Alaunos Therapeutics, Inc. (Exact name

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2023 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Comm

Amended and Restated Certificate of Incorporation, and all amendments thereto (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-Q, SEC File No. 001-33038, filed August 14, 2023).

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALAUNOS THERAPEUTICS, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Alaunos Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General C

Alaunos Therapeutics Announces Second Quarter 2023 Financial Results, Interim Clinical Data and Exploration of Strategic Alternatives

EX-99.1 Exhibit 99.1 Alaunos Therapeutics Announces Second Quarter 2023 Financial Results, Interim Clinical Data and Exploration of Strategic Alternatives • TCR-T Library Phase 1/2 trial achieved an 83% disease control rate of six evaluable patients with metastatic, refractory solid tumors; TCR-T cell therapy was well tolerated in all evaluable patients • Company to wind down TCR-T Library Phase 1

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-33038 Alaunos Therapeutics, Inc. (Exact name of re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2023 Alaunos Therapeutics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2023 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commission

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commission

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Alaunos Therapeutics, Inc., dated June 12, 2023

EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALAUNOS THERAPEUTICS, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Alaunos Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Ge

Amended and Restated Exclusive License Agreement, dated, April 3, 2023, by and between the Registrant and Precigen, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q SEC File No. 001-33038, filed May 10, 2023).

Exhibit 10.1 Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT This AMENDED AND RESTATED Exclusive License Agreement (the “Agreement”) is entered into as of April 3, 2023 (the “Effective Date”) replaces in its enti

Employment Agreement, dated November 29, 2021, by and between the Registrant and Melinda K. Lackey.

DocuSign Envelope ID: 637BFF13-DD33-4BFF-8800-2B3B64E90BD5 Exhibit 10.4 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of November 29, 2021 (the “Effective Date”), notwithstanding that this Agreement may be executed on a different date, by and between Ziopharm Oncology, Inc. (the “Company”), and Melinda K. Lackey (“Executive”). Each of the Company and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-33038 Alaunos Therapeutics, Inc. (Exact name of r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 Alaunos Therapeutics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commission

Offer Letter, dated October 29, 2018, between the Registrant and Drew Deniger.

Exhibit 10.2 October 29, 2018 Drew Deniger Dear Drew, Thank you for considering employment with Ziopharm Oncology, Inc (the “Company”). We are impressed with your credentials and accomplishments. We believe your training and experience will make you a tremendous asset at this exciting time in the company’s development. I am pleased, therefore, to formally offer you a Sr. Scientific/Management role

Alaunos Therapeutics Reports First Quarter 2023 Financial Results

EX-99.1 Exhibit 99.1 Alaunos Therapeutics Reports First Quarter 2023 Financial Results • Actively enrolling patients and manufacturing cryopreserved products for TCR-T Library Phase 1/2 trial; expect to report interim data in the third quarter of 2023 • Fully prepaid loan with Silicon Valley Bank; now a debt-free company • Amended exclusive licensing agreement with Precigen, Inc., reflecting the C

Severance Agreement, dated July 29, 2019, between the Registrant and Drew Deniger.

Exhibit 10.3 SEVERANCE AGREEMENT This Severance Agreement ("Agreement") is made effective as of July 29, 2019 (the "Effective Date") between Drew Deniger ("Employee") and ZIOPHARM Oncology, Inc., a Delaware corporation (the "Company"). Employee and the Company are hereinafter collectively referred to as the "Parties." WHEREAS, the Employee is employed by the Company in the position of VP, Immunolo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240.

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2023 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2023 Alaunos Therapeuti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2023 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commissi

Alaunos Therapeutics Appoints Dr. Robert J. Hofmeister to Board of Directors Industry leader brings more than 25 years of scientific leadership and expertise in T-cell therapy development

EX-99.1 Exhibit 99.1 Alaunos Therapeutics Appoints Dr. Robert J. Hofmeister to Board of Directors Industry leader brings more than 25 years of scientific leadership and expertise in T-cell therapy development HOUSTON, March 30, 2023 – Alaunos Therapeutics, Inc. (“Alaunos” or the “Company”) (Nasdaq: TCRT), a leading T-cell receptor (TCR) cell therapy company advancing a clinical-stage pipeline of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2023 Alaunos Therapeuti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2023 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33038 Alaunos Therapeutics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2023 Alaunos Therapeutic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2023 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commissio

Alaunos Therapeutics Reports Fourth Quarter and Full Year 2022 Financial Results

EX-99.1 2 d457628dex991.htm EX-99.1 Exhibit 99.1 Alaunos Therapeutics Reports Fourth Quarter and Full Year 2022 Financial Results • Generated cutting-edge translational data demonstrating safety, persistence and functionality of infused TCR-T cells in the tumor microenvironment; provides support for next generation TCR-T efforts • Advancing TCR-T Library Program towards Phase 2 readiness with acce

ZIOP / ZIOPHARM Oncology Inc. / MSD Partners, L.P. - SC 13G/A Passive Investment

SC 13G/A CUSIP No: 98973P101 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

EX-99.1 Exhibit 99.1 CUSIP No: 98973P101 AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and (ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto

ZIOP / ZIOPHARM Oncology Inc. / DISCOVERY CAPITAL MANAGEMENT, LLC / CT Passive Investment

SC 13G/A 1 d992663213g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Alaunos Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 98973P101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the ap

ZIOP / ZIOPHARM Oncology Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Alaunos Therapeutics Inc. Title of Class of Securities: Common Stock CUSIP Number: 98973P101 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2023 Alaunos Therapeut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2023 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commiss

Alaunos Therapeutics Highlights Strategic Priorities and Anticipated Portfolio Milestones for 2023

EX-99.2 3 d410539dex992.htm EX-99.2 Exhibit 99.2 Alaunos Therapeutics Highlights Strategic Priorities and Anticipated Portfolio Milestones for 2023 • Announcing addition of two new TCRs to the library, estimated to double the addressable market; plans to further expand TCR library using hunTR® TCR discovery platform • Increasing patient enrollment to advance TCR-T Library Program towards Phase 2 u

Forward Looking Statements This presentation contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward- looking statements are statements that are not historical facts, and in some cas

Exhibit 99.1 Attacking Solid Tumors with Novel TCR-T Cell Therapies January 2023 Forward Looking Statements This presentation contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward- looking statements are statements that are not historical facts, and in some cases can be identified by terms such as “may,” “will,” “could,” “expect

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2023 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commiss

Alaunos Therapeutics Announces Pricing of Public Offering of Common Stock

EX-99.2 Exhibit 99.2 Alaunos Therapeutics Announces Pricing of Public Offering of Common Stock November 29, 2022 HOUSTON, Nov. 29, 2022 (GLOBE NEWSWIRE) — Alaunos Therapeutics, Inc. (“Alaunos” or the “Company”) (Nasdaq: TCRT), a clinical-stage oncology-focused cell therapy company, today announced the pricing of its underwritten public offering of approximately 24,228,719 shares of its common stoc

Alaunos Therapeutics Announces Proposed Public Offering of Common Stock

EX-99.1 Exhibit 99.1 Alaunos Therapeutics Announces Proposed Public Offering of Common Stock November 28, 2022 HOUSTON, Nov. 28, 2022 (GLOBE NEWSWIRE) — Alaunos Therapeutics, Inc. (“Alaunos” or the “Company”) (Nasdaq: TCRT), a clinical-stage oncology-focused cell therapy company, today announced that it has commenced an underwritten public offering of its common stock. In addition, Alaunos expects

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2022 Alaunos Therape

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2022 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commi

24,228,719 Shares of Common Stock

Form 424(b)(5) Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No.

Underwriting Agreement, dated as of November 29, 2022, by and between Cantor Fitzgerald & Co. and the Registrant (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K, SEC File No. 001-33038, filed November 30, 2022).

EX-1.1 Exhibit 1.1 Alaunos Therapeutics, Inc. 24,228,719 Shares of Common Stock (par value $0.001 per share) Underwriting Agreement November 29, 2022 Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Ladies and Gentlemen: Alaunos Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Cantor Fitzgerald & Co. (“Cantor” or the “Underwriter”) an aggregate of

SUBJECT TO COMPLETION, DATED NOVEMBER 28, 2022

Form 424(b)(5) Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-33038 Alaunos Therapeutics, Inc. (Exact name

Forward Looking Statements This presentation contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts, and in some case

EX-99.2 Exhibit 99.2 Third Quarter 2022 Results November 14, 2022 Forward Looking Statements This presentation contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts, and in some cases can be identified by terms such as “may,” “will,” “could,” “expects,” “plans,” “an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 Alaunos Therape

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commi

Alaunos Therapeutics Reports Third Quarter 2022 Financial Results

EX-99.1 2 d411392dex991.htm EX-99.1 Exhibit 99.1 Alaunos Therapeutics Reports Third Quarter 2022 Financial Results • Presented early data highlighting first successful objective clinical response using non-viral Sleeping Beauty TCR-T cell therapy in solid tumors at the CRI-ENCI-AACR Sixth International Cancer Immunotherapy Conference (CICON) • Actively enrolling patients in TCR-T Library Phase 1/2

Amended and Restated Certificate of Incorporation of the Registrant, and all amendments thereto.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALAUNOS THERAPEUTICS, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Alaunos Therapeutics, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2022 Alaunos Therapeu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2022 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commis

Alaunos Therapeutics to Present Data Highlighting its hunTR™ TCR Discovery Platform at the Society for Immunotherapy of Cancer 2022 Annual Meeting

EX-99.1 Exhibit 99.1 Alaunos Therapeutics to Present Data Highlighting its hunTR™ TCR Discovery Platform at the Society for Immunotherapy of Cancer 2022 Annual Meeting • Data supports high-throughput screening process to identify neoantigen-reactive TCRs • Exclusive ownership of discovered KRAS mutation-reactive TCRs • hunTR enables expansion of the Company’s hotspot mutation targeted TCR library

Forward Looking Statements Disclaimer This presentation contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts, and i

Exhibit 99.1 Objective clinical response by KRAS mutation- specific TCR-T cell therapy in previously treated advanced non-small cell lung cancer Marcelo V. Negrao, MD Assistant Professor Department of Thoracic / Head and Neck Medical Oncology University of Texas MD Anderson Cancer Center Forward Looking Statements Disclaimer This presentation contains forward-looking statements as defined in the P

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2022 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Comm

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2022 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Comm

Alaunos Therapeutics Highlights Data from TCR-T Library Phase 1/2 Trial at the CRI-ENCI-AACR Sixth International Cancer Immunotherapy Conference

Exhibit 99.1 Alaunos Therapeutics Highlights Data from TCR-T Library Phase 1/2 Trial at the CRI-ENCI-AACR Sixth International Cancer Immunotherapy Conference ? First patient achieved a confirmed partial response with 51.2% tumor regression with TCR-T cell persistence ongoing at 3 months post infusion ? Sleeping Beauty TCR-T cell therapy had a manageable safety profile with no dose limiting toxicit

Piper Sandler The date of this prospectus is September 7, 2022

Filed Pursuant to Rule 424(b)(5) Registration No. 333-266841 PROSPECTUS Up to $50,000,000 Common Stock We have entered into an equity distribution agreement, or the Equity Distribution Agreement, with Piper Sandler & Co., or Piper Sandler, relating to shares of our common stock offered by this prospectus. In accordance with the terms of the Equity Distribution Agreement, pursuant to this prospectu

Alaunos Therapeutics Announces Early Clinical Data Showing Objective Clinical Response Using its TCR-T Cell Therapy

Exhibit 99.1 Alaunos Therapeutics Announces Early Clinical Data Showing Objective Clinical Response Using its TCR-T Cell Therapy ? First patient dosed achieved a confirmed objective partial response ? Second patient dosed at second dose level; cleared 28-day safety window ? Data to be presented on Friday, September 30 at 8:30am ET in a proffered presentation at the CRI-ENCI-AACR Sixth Internationa

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2022 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commi

ALAUNOS THERAPEUTICS, INC. 8030 El Rio Street Houston, TX 77054

ALAUNOS THERAPEUTICS, INC. 8030 El Rio Street Houston, TX 77054 September 2, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Alaunos Therapeutics, Inc. Registration Statement on Form S-3 Initially filed August 12, 2022 File No. 333-266841 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as a

As filed with the Securities and Exchange Commission on August 31, 2022

Table of Contents As filed with the Securities and Exchange Commission on August 31, 2022 Registration No.

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Alaunos Therapeutics, Inc.

Alaunos Therapeutics to Present at the CRI-ENCI-AACR Sixth International Cancer Immunotherapy Conference

Exhibit 99.1 Alaunos Therapeutics to Present at the CRI-ENCI-AACR Sixth International Cancer Immunotherapy Conference HOUSTON, August 24, 2022 ? Alaunos Therapeutics, Inc. (?Alaunos? or the ?Company?) (Nasdaq: TCRT), a clinical-stage oncology-focused cell therapy company, today announced that it has been accepted to present a proffered talk at the CRI-ENCI-AACR Sixth International Cancer Immunothe

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2022 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commiss

Code of Ethics and Conduct, as amended August 12, 2022.

Exhibit 14.1 Code of Ethics and Conduct Introduction The Alaunos Therapeutics, Inc. (?Alaunos? or the ?Company?) Code of Ethics and Conduct (the ?Code?) describes the overall environment for Alaunos operating policy and procedures. Use of the term ?employees? in this Code of Conduct includes all Alaunos directors, officers and employees. 1. General Policy Understanding and Complying with the Code

Equity Distribution Agreement, dated August 12, 2022, by and between Piper Sandler & Co. and the Registrant (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, SEC File No. 001-33038, filed August 15, 2022).

EX-10.2 4 tcrt-ex102.htm EX-10.2 Exhibit 10.2 ALAUNOS THERAPEUTICS, INC. EQUITY DISTRIBUTION AGREEMENT August 12, 2022 PIPER SANDLER & CO. U.S. Bancorp Center 800 Nicollet Mall Minneapolis, Minnesota 55402 Ladies and Gentlemen: As further set forth in this agreement (this “Agreement”), Alaunos Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell from time to time

Amended and Restated Certificate of Incorporation of the Registrant, and all amendments thereto.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALAUNOS THERAPEUTICS, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Alaunos Therapeutics, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-33038 Alaunos Therapeutics, Inc. (Exact name of re

Alaunos Therapeutics Reports Second Quarter 2022 Financial Results

EX-99.1 2 d347099dex991.htm EX-99.1 Exhibit 99.1 Alaunos Therapeutics Reports Second Quarter 2022 Financial Results • Advancing TCR-T Library Phase 1/2 trial targeting KRAS, TP53 and EGFR mutations across six solid tumor indications; plan to present early data in 3Q 2022 at a scientific conference; moving ahead with second dose level • Extended Cooperative Research and Development Agreement for de

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commiss

Fourth Amendment to the Cooperative Research and Development Agreement, dated June 24, 2022, by and between the National Cancer Institute and the Registrant (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, SEC File No. 001-33038, filed August 15, 2022).

Exhibit 10.1 Amendment #4 Cooperative Research and Development Agreement # 03111 ?Development and Evaluation of Alaunos Therapeutics, Inc.?s Proprietary Non-viral Sleeping Beauty Vectors for Genetic Modification of Peripheral Blood Lymphocytes with Genes Encoding Mutated Tumor Neoantigen-specific T Cell Receptors (also referred to as Mutation Reactive T Cell Receptors) that Have Been Identified Us

Amended and Restated Certificate of Incorporation of the Registrant, and all amendments thereto.

EX-3.1 3 d286456dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALAUNOS THERAPEUTICS, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Alaunos Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the

Form of Common Stock Warrant Agreement and Warrant Certificate.

Exhibit 4.4 ALAUNOS THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF ALAUNOS THERAPEUTICS, INC. FORM OF COMMON STOCK WARRANT AGREEMENT THIS COMMON STOCK WARRANT AGREEMENT (this ?Agreement?), dated as of [?], between ALAUNOS THERAPEUTICS, INC., a Delaware corporation (the ?Company?), and [?], a [corporation] [national banking association] organized and ex

Form of Debt Securities Warrant Agreement and Warrant Certificate.

EX-4.6 7 d286456dex46.htm EX-4.6 Exhibit 4.6 ALAUNOS THERAPEUTICS, INC. and , As Warrant Agent Form Of Debt Securities Warrant Agreement Dated As Of ALAUNOS THERAPEUTICS, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENT THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between Alaunos Therapeutics, Inc., a Delaware corporation (the “Company”), and [•], a [corporation] [nati

As filed with the Securities and Exchange Commission on August 12, 2022

Table of Contents As filed with the Securities and Exchange Commission on August 12, 2022 Registration No.

Form of Preferred Stock Warrant Agreement and Warrant Certificate.

EX-4.5 6 d286456dex45.htm EX-4.5 Exhibit 4.5 ALAUNOS THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF ALAUNOS THERAPEUTICS, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between ALAUNOS THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [nati

Form of Indenture between the Registrant and one or more trustees to be named therein.

Exhibit 4.2 Alaunos Therapeutics, Inc., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [?], 20 Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee?s Certificate 8

Filing Fee Table.

EX-FILING FEES 11 d286456dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Alaunos Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate

Equity Distribution Agreement dated August 12, 2022 by and between the Registrant and Piper Sandler & Co.

Exhibit 1.2 ALAUNOS THERAPEUTICS, INC. EQUITY DISTRIBUTION AGREEMENT August 12, 2022 PIPER SANDLER & CO. U.S. Bancorp Center 800 Nicollet Mall Minneapolis, Minnesota 55402 Ladies and Gentlemen: As further set forth in this agreement (this ?Agreement?), Alaunos Therapeutics, Inc., a Delaware corporation (the ?Company?), proposes to issue and sell from time to time through Piper Sandler & Co. (the ?

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commissi

Alaunos Therapeutics Appoints Abhishek Srivastava, Ph.D. as Vice President, Technical Operations

Exhibit 99.1 Alaunos Therapeutics Appoints Abhishek Srivastava, Ph.D. as Vice President, Technical Operations HOUSTON, August 04, 2022 ? Alaunos Therapeutics, Inc. (?Alaunos? or the ?Company?) (Nasdaq: TCRT), a clinical-stage oncology-focused cell therapy company, today announced the appointment of Abhishek Srivastava, Ph.D. as Vice President of Technical Operations. Dr. Srivastava will lead the C

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2022 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commissio

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2022 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commissio

Alaunos Therapeutics and the National Cancer Institute Extend Cooperative Research and Development Agreement for Development of Personalized TCR-T Cell Therapies To 2025

Exhibit 99.1 Alaunos Therapeutics and the National Cancer Institute Extend Cooperative Research and Development Agreement for Development of Personalized TCR-T Cell Therapies To 2025 ? NCI will lead the Company?s personalized TCR-T cell therapy program using the Company?s proprietary non-viral Sleeping Beauty technology HOUSTON, June 27, 2022 ? Alaunos Therapeutics, Inc. (?Alaunos? or the ?Company

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2022 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commissio

Amended and Restated Certificate of Incorporation of the Registrant, and all amendments thereto (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, SEC File No. 001-33038, filed June 17, 2022).

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALAUNOS THERAPEUTICS, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Alaunos Therapeutics, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General C

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2022 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commission

Forward Looking Statements This presentation contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts, and in some case

Exhibit 99.1 H.C. Wainwright Global Investment Conference May 24, 2022 Forward Looking Statements This presentation contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts, and in some cases can be identified by terms such as ?may,? ?will,? ?could,? ?expects,? ?plans,

Alaunos Therapeutics Reports First Quarter 2022 Financial Results Successfully dosed first patient in TCR-T Library Phase 1/2 trial targeting KRAS, TP53 and EGFR mutations across six solid tumor indications Will present preclinical data today at the

Exhibit 99.1 Alaunos Therapeutics Reports First Quarter 2022 Financial Results Successfully dosed first patient in TCR-T Library Phase 1/2 trial targeting KRAS, TP53 and EGFR mutations across six solid tumor indications Will present preclinical data today at the ASGCT 25th Annual Meeting highlighting the potential of mbIL-15 as a potent and more durable TCR-T cell therapy Will present a trial in p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-33038 Alaunos Therapeutics, Inc. (Exact name of r

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2022 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commission

Alaunos Therapeutics Doses First Patient in TCR-T Library Phase 1/2 trial for the Treatment of Patients with Solid Tumors

Exhibit 99.1 Alaunos Therapeutics Doses First Patient in TCR-T Library Phase 1/2 trial for the Treatment of Patients with Solid Tumors ? First-in-human non-viral TCR-T cell therapy targeting shared hotspot mutations in solid cancers ? First clinical product manufactured and administered to a patient using the Company?s in house cGMP manufacturing facility ? Expect to report initial data in 2H22 HO

Alaunos Therapeutics to Present at American Society of Gene and Cell Therapy 25th Annual Meeting

Exhibit 99.1 Alaunos Therapeutics to Present at American Society of Gene and Cell Therapy 25th Annual Meeting ? Preclinical data to be presented highlights the potential ability to generate mbIL-15 TCR-T cells targeting hotspot mutations expressed in solid tumors with enhanced survival capacity HOUSTON, May 2, 2022 ? Alaunos Therapeutics, Inc. (?Alaunos? or the ?Company?) (Nasdaq: TCRT), a clinica

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2022 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commission

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2022 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 d352067ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ? 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ? 240.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2022 Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commissi

First Amendment to the Loan and Security Agreement by and among the Registrant, the lenders party thereto and Silicon Valley Bank, as administrative agent and collateral agent, dated December 28, 2021 (incorporated by reference to Exhibit 10.52 to the Registrant’s Annual Report on Form 10-K, SEC File No. 001-33038, filed March 30, 2022).

EX-10.52 15 tcrt-ex1052.htm EX-10.52 Exhibit 10.52 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of December 28, 2021, by and among (a) SILICON VALLEY BANK, a California corporation (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SVB, as a lender, (c) SVB INNOVATION CREDI

Third Amendment to Patent License Agreement, dated as of April 16, 2021, by and between the Registrant and the National Cancer Institute (incorporated by reference to Exhibit 10.38 to the Registrant’s Annual Report on Form 10-K, SEC File No. 001-33038, filed March 30, 2022).

EX-10.38 11 tcrt-ex1038.htm EX-10.38 Exhibit 10.38 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE ALAUNOS THERAPEUTICS, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) IS CUSTOMARILY AND ACTUALLY TREATED AS PRIVATE. PUBLIC HEALTH SERVICE Amendment This Agreement is based on the model Amendment Agreement adopted by the U.S. Pu

Employment Agreement, dated April 23, 2019, by and between the Registrant and Eleanor de Groot.

Exhibit 10.19 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the ?Agreement?), dated as of April 23, 2019 (the ?Effective Date?), by and between ZIOPHARM Oncology, Inc., a Delaware corporation, with principal offices at One First Avenue, Parris Building, #34 Navy Yard Plaza, Boston, Massachusetts 02129 (the ?Company?), and Eleanor De Groot, presently residing at 3722 Sunset Blvd, Houston, TX 77005 (th

Employment Agreement, dated April 23, 2019, by and between the Registrant and Jill Buck.

Exhibit 10.17 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the ?Agreement?), dated as of April 23, 2019 (the ?Effective Date?), by and between ZIOPHARM Oncology, Inc., a Delaware corporation, with principal offices at One First Avenue, Parris Building, #34 Navy Yard Plaza, Boston, Massachusetts 02129 (the ?Company?), and Jill Buck, presently residing at 84 Sunset Rock Rd., Andover, MA 01810 (the ?Em

Amendment to Employment Agreement, dated November 23, 2020, by and between the Registrant and Raffaele Baffa.

Exhibit 10.22 AMENDMENT TO EMPLOYMENT AGREEMENT AMENDMENT TO EMPLOYMENT AGREEMENT (the ?Amendment?), dated as of November 23, 2020 (the ?Effective Date?), by and between ZIOPHARM Oncology, Inc., a Delaware corporation (the ?Company?), and Raffaele Baffa, M.D., Ph.D. (the ?Employee?). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Employment

Amendment to Employment Agreement, dated November 23, 2020, by and between the Registrant and Eleanor de Groot.

Exhibit 10.20 AMENDMENT TO EMPLOYMENT AGREEMENT AMENDMENT TO EMPLOYMENT AGREEMENT (the ?Amendment?), dated as of November 23, 2020 (the ?Effective Date?), by and between ZIOPHARM Oncology, Inc., a Delaware corporation (the ?Company?), and Eleanor De Groot (the ?Employee?). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Employment Agreement (

Amended and Restated Certificate of Incorporation, and all amendments thereto (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K, SEC File No. 001-33038, filed March 30, 2022).

EX-3.1 2 tcrt-ex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ZIOPHARM ONCOLOGY, INC. ZIOPHARM Oncology, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1. The name of the

Exhibit 4.7

Exhibit 4.7 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description sets forth certain material terms and provisions of the securities of Alaunos Therapeutics, Inc. (the ?Company? ?we,? ?us,? and ?our?) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended. This description also

Separation Agreement, dated March 28, 2022, by and between the Registrant and Dr. Raffaele Baffa.

Exhibit 10.53 March 28, 2022 By Email Raffaele Baffa, M.D., Ph.D. 28 Cliff Road Wellesley, MA 02481 Dear Raffaele: This letter agreement (?Agreement?) confirms the terms of your separation from Alaunos Therapeutics, Inc., f/k/a ZIOPHARM Oncology, Inc. (?Alaunos? or the ?Company?).1 Unless you rescind your assent as set forth in Section 5(viii) below, this Agreement shall be effective, final and bi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33038 Alaunos Therapeutics, Inc.

Form of Warrant to Purchase Shares of Common Stock issued to SVB and certain of its Affiliates, dated December 28, 2021 (incorporated by reference to Exhibit 4.6 to the Registrant's Annual Report on Form 10-K, SEC File No. 001-33038, filed March 30, 2022).

Exhibit 4.6 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 6.3 AND 6.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN

Third Amendment to the Cooperative Research and Development Agreement, dated March 15, 2022, by and among the National Cancer Institute and the Registrant (incorporated by reference to Exhibit 10.44 to the Registrant’s Annual Report on Form 10-K, SEC File No. 001-33038, filed March 30, 2022).

Exhibit 10.44 Amendment #3 Cooperative Research and Development Agreement # 03111 ?Development and Evaluation of Alaunos Therapeutics, Inc.?s Proprietary Non-viral Sleeping Beauty Vectors for Genetic Modification of Peripheral Blood Lymphocytes with Genes Encoding Mutated Tumor Neoantigen-specific T Cell Receptors (also referred to as Mutation Reactive T Cell Receptors) that Have Been Identified U

Amendment to Employment Agreement, dated November 23, 2020, by and between the Registrant and Jill Buck.

EX-10.18 6 tcrt-ex1018.htm EX-10.18 Exhibit 10.18 AMENDMENT TO EMPLOYMENT AGREEMENT AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”), dated as of November 23, 2020 (the “Effective Date”), by and between ZIOPHARM Oncology, Inc., a Delaware corporation (the “Company”), and Jill Buck (the “Employee”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them

As filed with the Securities and Exchange Commission on March 30, 2022

As filed with the Securities and Exchange Commission on March 30, 2022 Registration No.

Alaunos Therapeutics Reports Fourth Quarter and Full Year 2021 Financial Results

Exhibit 99.1 Alaunos Therapeutics Reports Fourth Quarter and Full Year 2021 Financial Results ? Phase 1/2 TCR-T Library trial targeting KRAS, TP53 and EGFR mutations across six solid tumor indications; first patient consented and is expected to dose in 2Q 2022 ? Extended CRADA with the National Cancer Institute focused on evaluating Alaunos? TCR-T Library in a personalized TCR-T program ? The Comp

Fifth Amendment to Patent License Agreement, dated as of August 13, 2021, by and between the Registrant and the National Cancer Institute (incorporated by reference to Exhibit 10.40 to the Registrant’s Annual Report on Form 10-K, SEC File No. 001-33038, filed March 30, 2022).

Exhibit 10.40 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE ALAUNOS THERAPEUTICS, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) IS CUSTOMARILY AND ACTUALLY TREATED AS PRIVATE. PUBLIC HEALTH SERVICE Amendment This Agreement is based on the model Amendment Agreement adopted by the U.S. Public Health Service (?PHS?) Technolog

Filing Fee Table

EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Alaunos Therapeutics, Inc.

Subsidiaries of the Registrant.

Exhibit 21.1 Subsidiaries of the Registrant. ZIOPHARM Oncology, Ltd (United Kingdom) ZIOPHARM Oncology, Ltd (Ireland)

Employment Agreement, dated September 30, 2020, by and between the Registrant and Raffaele Baffa.

Exhibit 10.21 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the ?Agreement?), dated as of September 30, 2020 (the ?Effective Date?), by and between ZIOPHARM Oncology, Inc., a Delaware corporation, with principal offices at One First Avenue, Parris Building, #34 Navy Yard Plaza, Boston, Massachusetts 02129 (the ?Company?), and Raffaele Baffa, M.D., Ph.D., presently residing at 28 Cliff Rd, Wellesley,

Fourth Amendment to Patent License Agreement, dated as of May 4, 2021, by and between the Registrant and the National Cancer Institute (incorporated by reference to Exhibit 10.39 to the Registrant’s Annual Report on Form 10-K, SEC File No. 001-33038, filed March 30, 2022).

Exhibit 10.39 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE ALAUNOS THERAPEUTICS, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) IS CUSTOMARILY AND ACTUALLY TREATED AS PRIVATE. PUBLIC HEALTH SERVICE Amendment This Agreement is based on the model Amendment Agreement adopted by the U.S. Public Health Service (?PHS?) Technolog

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2022 (March 17, 2022) Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorpo

Forward Looking Statements This presentation contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward- looking statements are statements that are not historical facts, and in some cas

Exhibit 99.1 Attacking Solid Tumors with Novel TCR-T Cell Therapies Oppenheimer 32nd Annual Healthcare Conference March 2022 Forward Looking Statements This presentation contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward- looking statements are statements that are not historical facts, and in some cases can be identified by t

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2022 (March 15, 2022) Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorpo

ZIOP / ZIOPHARM Oncology Inc. / DISCOVERY CAPITAL MANAGEMENT, LLC / CT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

ZIOP / ZIOPHARM Oncology Inc. / Hardie Robert D. - SCHEDULE 13G Passive Investment

begin 644 schedule.pdf M)5!$1BTQ+C<*"C0@,"!O8FH**$ED96YT:71Y*0IE;F1O8FH*-2 P(&]B:@HH M061O8F4I"F5N9&]B:@HX(# @;V)J"CP\"B]&:6QT97(@+T9L871E1&5C;V1E M"B],96YG=&@@,3$S-#0T"B]4>7!E("]3=')E86T*/CX*<['T) M8%3%?]WWK7W?>]FLU!< DH"8(DX1:0VWH6M"(:5-2JU=8* MK?5$ZR9!#.BO4GMX"]Y'6T'%LZ6EK=I:(?OSFR(1]-?"WXF<)\WLYGSO?> MO'DSGSGV[5L@ .!!DN#:^JECQ[0]=E8&R%=M ,Z:^H?&-Q]]\',35!P'$ M[#&3)TW=\]AUSX)XGAO(71ECIIY>>^L[FG

ZIOP / ZIOPHARM Oncology Inc. / Hardie Robert D. - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* ZIOPHARM ONCOLOGY, INC. - (Name of Issuer) Common Stock, $0.001 par value - (Title of Class of Securities) 98973P101 - (CUSIP Number) December 31, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

ZIOP / ZIOPHARM Oncology Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: ZIOPHARM Oncology Inc. Title of Class of Securities: Common Stock CUSIP Number: 98973P101 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2022 (January 25, 2022) Alaunos Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of inc

Forward Looking Statements This presentation contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward- looking statements are statements that are not historical facts, and in some cas

Exhibit 99.1 Attacking Solid Tumors with Novel TCR-T Cell Therapies January 2022 Forward Looking Statements This presentation contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward- looking statements are statements that are not historical facts, and in some cases can be identified by terms such as ?may,? ?will,? ?could,? ?expect

Certificate of Amendment, dated January 25, 2022

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ZIOPHARM ONCOLOGY, INC. ZIOPHARM Oncology, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: 1. The name of the Corporation is ZIOPHARM Oncolo

Ziopharm Oncology Highlights Operational Progress & Rebrands to Alaunos Therapeutics

EX-99.2 4 d173910dex992.htm EX-99.2 Exhibit 99.2 Ziopharm Oncology Highlights Operational Progress & Rebrands to Alaunos Therapeutics • Phase 1/2 TCR-T Library trial targeting KRAS, TP53 and EGFR mutations across six solid tumor indications is open for enrollment; continue to expect to dose the first patient in 1H 2022 • Phase 1/2 IND amended to include four additional TCRs, bringing the total num

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2021 ZIOPHARM Oncology, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commissi

Loan and Security Agreement by and among the Registrant, the lenders party thereto and Silicon Valley Bank, as administrative agent and collateral agent, dated August 6, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, SEC File No. 001-33038, filed November 8, 2021).

EX-10.1 3 ziop-ex101.htm EX-10.1 Exhibit 10.1 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of the Effective Date among (a) SILICON VALLEY BANK, a California corporation (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SVB, as a lender, (c) SVB INNOVATION CREDIT FUND VIII, L.P., a Delaware limited partnership (“SVB C

Form of Warrant to Purchase Shares of Common Stock dated August 6, 2021

EX-4.1 2 ziop-ex41.htm EX-4.1 Exhibit 4.1 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 6.3 AND 6.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-33038 ZIOPHARM Oncology, Inc. (Exact name of

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 05, 2021 ZIOPHARM Oncology, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33038 84-1475642 (State or Other Jurisdiction of Incorporation) (Commissi

ZIOP / ZIOPHARM Oncology Inc. / MILLER VALUE PARTNERS, LLC - MILLER VALUE PARTNERS, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Ziopharm Oncology, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98973P101 (CUSIP Number) September 30, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 01, 2021 ZIOPHARM Oncology, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33038 84-1475642 (State or Other Jurisdiction of Incorporation) (Commissio

Ziopharm Oncology Announces Strategic Reduction in Workforce and Extension in Cash Runway  Over 50% reduction in personnel  Cost reductions expected to extend the cash runway into the first half of 2023  The first patient in its TCR-T Library Phas

Exhibit 99.1 Ziopharm Oncology Announces Strategic Reduction in Workforce and Extension in Cash Runway ? Over 50% reduction in personnel ? Cost reductions expected to extend the cash runway into the first half of 2023 ? The first patient in its TCR-T Library Phase I/II clinical trial is expected to be dosed in 1H2022 BOSTON and HOUSTON, September 27, 2021 - Ziopharm Oncology, Inc. (?Ziopharm? or t

Regulation FD Disclosure, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2021 ZIOPHARM Oncology, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33038 84-1475642 (State or Other Jurisdiction of Incorporation) (Commiss

Employment Agreement, dated August 24, 2021, by and between the Registrant and Kevin S. Boyle Sr. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, SEC File No. 001-33038, filed August 30, 2021).

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?), made and entered into this 24th day of August, 2021 (the ?Effective Date?), by and between Ziopharm Oncology, Inc. (the ?Company?), and Kevin S. Boyle, Sr. (?Executive?). WHEREAS, the Company wishes to employ Executive as its Chief Executive Officer (?CEO?); and WHEREAS, Executive and the Company des

Ziopharm Oncology Appoints Kevin S. Boyle, Sr., as Chief Executive Officer and Announces other Executive Promotions Mr. Boyle brings over 20 years of executive business leadership in CEO, CFO and operational leadership roles Strong track record of su

Exhibit 99.1 Ziopharm Oncology Appoints Kevin S. Boyle, Sr., as Chief Executive Officer and Announces other Executive Promotions Mr. Boyle brings over 20 years of executive business leadership in CEO, CFO and operational leadership roles Strong track record of successfully guiding companies and creating shareholder value through disciplined capital management and achievement of milestones Raffaele

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 30, 2021 ZIOPHARM Oncology, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33038 84-1475642 (State or Other Jurisdiction of Incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-33038 ZIOPHARM Oncology, Inc. (Exact name of regis

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2021 ZIOPHARM Oncology, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33038 84-1475642 (State or other jurisdiction of incorporation) (Commission

Ziopharm Oncology Provides Second Quarter 2021 Corporate Updates Accomplished key milestones in groundbreaking TCR-T Library program, including commissioning of Company’s manufacturing facility and presentation of favorable preclinical data Closed ve

EX-99.1 2 d217546dex991.htm EX-99.1 Exhibit 99.1 Ziopharm Oncology Provides Second Quarter 2021 Corporate Updates Accomplished key milestones in groundbreaking TCR-T Library program, including commissioning of Company’s manufacturing facility and presentation of favorable preclinical data Closed venture debt financing with Silicon Valley Bank, strengthening balance sheet and extending cash runway

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 9, 2021 ZIOPHARM Oncology, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33038 84-1475642 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number: 001-33038 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Per

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number: 001-33038 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR ☐ For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

Ziopharm Oncology Reinforces Clear and Bold Vision for Delivering Value at Annual Shareholders Meeting – Highlighted distinctive cellular therapy program, market opportunity and value proposition – Shared optimistic outlook and commitment to deliver

Exhibit 99.1 Ziopharm Oncology Reinforces Clear and Bold Vision for Delivering Value at Annual Shareholders Meeting ? Highlighted distinctive cellular therapy program, market opportunity and value proposition ? Shared optimistic outlook and commitment to deliver value to shareholders ? Encouraged by overwhelming vote of shareholders in favor of the Company proposals on all matters Boston, May 19,

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 17, 2021 ZIOPHARM Oncology, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33038 84-1475642 (State or Other Jurisdiction of Incorporation) (Commission File N

Amendment to Amended and Restated Certificate of Incorporation effective as of May 19, 2021

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF ZIOPHARM ONCOLOGY, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Ziopharm Oncology, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?),

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 7, 2021 ZIOPHARM Oncology, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33038 84-1475642 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Ziopharm Oncology Reports First Quarter 2021 Financial Results and Provides Corporate Updates – Annual shareholder meeting planned for May 19, 2021 – Company to host conference call today at 4:30 pm ET

EX-99.1 2 d424113dex991.htm EX-99.1 Exhibit 99.1 Ziopharm Oncology Reports First Quarter 2021 Financial Results and Provides Corporate Updates – Annual shareholder meeting planned for May 19, 2021 – Company to host conference call today at 4:30 pm ET Boston, May 6, 2021 — Ziopharm Oncology, Inc. (“Ziopharm” or the “Company”) (Nasdaq: ZIOP), today announced its financial results for the first quart

Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 6, 2021 ZIOPHARM Oncology, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33038 84-1475642 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-33038 ZIOPHARM Oncology, Inc. (

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 5, 2021 ZIOPHARM Oncology, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33038 84-1475642 (State or Other Jurisdiction of Incorporation) (Commission File

Consulting Agreement by and between the Company and Dr. Laurence Cooper, entered into on April 5, 2021.

Exhibit 10.2 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE ZIOPHARM ONCOLOGY, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO ZIOPHARM ONCOLOGY, INC. IF PUBLICLY DISCLOSED. CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (?Agreement?) is made and entered into by and between ZIOPHARM ONCO

Separation Agreement by and between the Company and Dr. Laurence Cooper, dated April 5, 2021.

EX-10.1 2 d64561dex101.htm EX-10.1 Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE ZIOPHARM ONCOLOGY, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO ZIOPHARM ONCOLOGY, INC. IF PUBLICLY DISCLOSED. April 5, 2021 BY EMAIL ([email protected]) Laurence James Neil Cooper, M.D

- DEFA14A

DEFA14A 1 d106749ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy

- DEF 14A

DEF 14A 1 d106749ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ P

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 22, 2021 ZIOPHARM Oncology, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33038 84-1475642 (State or Other Jurisdiction of Incorporation) (Commission File

- PRE 14A

PRE 14A 1 d106749dpre14a.htm PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ P

Employment Agreement by and between Ziopharm Oncology, Inc. and Heidi Hagen, dated February 25, 2021.

EX-10.1 2 d271841dex101.htm EX-10.1 Exhibit 10.1 February 25, 2021 BY EMAIL Heidi M. Hagen Dear Heidi: On behalf of ZIOPHARM Oncology, Inc. (the “Company”), I am pleased to offer you temporary, full-time employment on the following terms. 1. Employment. Effective February 25, 2021 (the “Start Date”), you will be employed to serve as the Interim Chief Executive Officer, reporting to the Company’s B

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 24, 2021 ZIOPHARM Oncology, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-33038 84-1475642 (State or Other Jurisdiction of Incorporation) (Commission F

Form of Stock Option Agreement Granted Under the ZIOPHARM Oncology, Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K, SEC File No. 001-33038, filed March 1, 2021 ).

EX-10.10 3 d20446dex1010.htm EX-10.10 Exhibit 10.10 ZIOPHARM ONCOLOGY, INC. 2020 EQUITY INCENTIVE PLAN FORM OF STOCK OPTION AGREEMENT As reflected by your Stock Option Grant Notice (“Grant Notice”) ZIOPHARM Oncology, Inc. (the “Company”) has granted you an option under its 2020 Equity Incentive Plan (the “Plan”) to purchase a number of shares of Common Stock at the exercise price indicated in your

Amendment to the Employment Agreement by and between the Registrant and Robert Hadfield, dated as of November 23, 2020.

Exhibit 10.17 AMENDMENT TO EMPLOYMENT AGREEMENT AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”), dated as of November 23, 2020 (the “Effective Date”), by and between ZIOPHARM Oncology, Inc., a Delaware corporation (the “Company”), and Robert Hadfield (the “Employee”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Employment Agreement (a

Lease Agreement dated as of December 15, 2020, by and between the Registrant and The University of Texas System Board of Regents on behalf of The University of Texas M.D. Anderson Cancer Center (incorporated by reference to Exhibit 10.43 to the Registrant’s Annual Report on Form 10-K, SEC File No. 001-33038, filed March 1, 2021).

Exhibit 10.43 BUILDING D, EL RIO BUILDINGS 8000 EL RIO STREET, HOUSTON, TEXAS LEASE SUMMARY SHEET Execution Date: December 15, 2020 Tenant: ZIOPHARM ONCOLOGY, INC., a Delaware corporation Landlord: BOARD OF REGENTS OF THE UNIVERSITY OF TEXAS SYSTEM, acting for the use and benefit of The University of Texas M. D. Anderson Cancer Center, an institution of The University of Texas System Building: Bui

Amendment to the Employment Agreement by and between the Registrant and Sath Shukla, dated as of November 23, 2020.

Exhibit 10.19 AMENDMENT TO EMPLOYMENT AGREEMENT AMENDMENT TO EMPLOYMENT AGREEMENT (the ?Amendment?), dated as of November 23, 2020 (the ?Effective Date?), by and between ZIOPHARM Oncology, Inc., a Delaware corporation (the ?Company?), and Sath Shukla (the ?Employee?). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Employment Agreement (as de

First Amendment, dated as of April 7, 2020, to the Lease Agreement, dated as of October 15, 2019, by and between the Registrant and The University of Texas System Board of Regents on behalf of The University of Texas M.D. Anderson Cancer Center (incorporated by reference to Exhibit 10.40 to the Registrant’s Annual Report on Form 10-K, SEC File No. 001-33038, filed March 1, 2021).

EX-10.40 8 d20446dex1040.htm EX-10.40 Exhibit 10.40 FIRST AMENDMENT TO LEASE AGREEMENT This First Amendment to Lease Agreement (“First Amendment”) is made effective as of April 7, 2020 (“Effective Date”), by and between the Board of Regents of The University of Texas System (“Landlord”) and Ziopharm Oncology, Inc., a Delaware corporation (“Tenant”). RECITALS WHEREAS, Landlord and Tenant entered in