Alaunos Therapeutics Files 8-K: Corporate Changes and Shareholder Votes

TL;DR

Alaunos Therapeutics filed an 8-K on June 6, 2024, detailing corporate charter amendments and shareholder votes.

AI Summary

On June 6, 2024, Alaunos Therapeutics, Inc. filed an 8-K report detailing several key events. The company announced a significant amendment to its certificate of incorporation, likely related to its capital structure or shareholder rights. Additionally, the filing indicates that matters were submitted to a vote of security holders, suggesting a shareholder meeting or a specific proposal requiring approval. The report also includes financial statements and exhibits, providing updated financial information.

Why It Matters

This filing signals potential shifts in Alaunos Therapeutics' corporate structure and governance, which could impact shareholder rights and the company's strategic direction.

Risk Assessment

Risk Level: medium — Amendments to corporate documents and shareholder votes can introduce uncertainty regarding future corporate actions and shareholder influence.

Key Players & Entities

• Alaunos Therapeutics, Inc. (company) — Registrant
• June 6, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 2617 Bissonnet St Suite 225 Houston, TX 77005 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share TCRT The Nasdaq Stock Mar

Filing Documents

• tcrt-20240606.htm (8-K) — 120KB
• tcrt-ex3.htm (EX-3) — 13KB
• 0000950170-24-072534.txt ( ) — 263KB
• tcrt-20240606.xsd (EX-101.SCH) — 31KB
• tcrt-20240606_htm.xml (XML) — 5KB

03

Item 3.03 Material Modification to Rights of Security Holders. At the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Alaunos Therapeutics, Inc. (the "Company"), held on June 6, 2024, and as further described in Item 5.07 below, upon the recommendation of the Company's Board of Directors (the "Board"), the Company's stockholders voted on and approved an amendment (the "Amendment") to the Company's Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation") to increase the number of authorized shares of common stock from 34,666,667 shares to 50,000,000 shares. The foregoing description of the Amendment is qualified, in its entirety, by the full text of the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference. The Amendment became effective on June 12, 2024 upon filing with the Secretary of State of the State of Delaware.

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As described under Item 3.03, on June 12, 2024, the Company filed the Amendment with the Secretary of State of the State of Delaware. The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

07

Item 5.07 Submission of Matters to a Vote of Security Holders. The Annual Meeting, at which a quorum was present, was held on June 6, 2024. The following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting. At the Annual Meeting, the stockholders of the Company voted on the following six proposals: (1) to elect the Board's five nominees for director to hold office until the Company's 2025 Annual Meeting of Stockholders ("Proposal 1"); (2) to ratify the selection by the Audit Committee of the Board of RSM US LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024 ("Proposal 2"); (3) to approve, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2024 ("Proposal 3"); (4) to approve the amendment and restatement of the Company's Certificate of Incorporation, to, at the discretion of the Board, effect a reverse stock split with respect to the Company's issued and outstanding common stock, par value $0.001 per share, including stock held by the Company as treasury shares, at a reverse stock split ratio of 1-for-5 to 1-for-15, inclusive ("Proposal 4"), (5) to approve an amendment to the Company's Certificate of Incorporation to increase the authorized number of shares of common stock from 34,666,667 shares to 50,000,000 shares ("Proposal 5"), and (6) to adjourn the Annual Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal 4 and Proposal 5 ("Proposal 6"). The final results of the voting on each proposal are set forth below. Proposal 1 - Election of Directors The Company's stockholders elected al

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1W Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Alaunos Therapeutics, Inc., dated June 12, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Alaunos Therapeutics, Inc. Date. June 12, 2024 By: /s/ Melinda Lackey Name: Melinda Lackey Title: Legal and Administration Exhibit 3.1 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 "General Corporation Law"), DOES HEREBY CERTIFY: 1. A resolution was duly adopted by the Board of Directors of the Corporation pursuant to Section 242 of the General Corporation Law proposing this Amendment of the Amended and Restated Certificate of Incorporation and declaring the advisability of this Amendment of the Amended and Restated Certificate of Incorporation, and authorizing the appropriate officers of the Corporation to solicit the approval of the stockholders therefor, which resolution setting forth the proposed amendment is as follows: RESOLVED : that the first paragraph of section four of the Amended and Restated Certificate of Incorporation of the Corporation, as amended, be and it hereby is, deleted in its entirety and the following paragraph is inserted in lieu thereof: "4. Number of Shares. The total number of shares of all classes of stock that the Corporation shall have authority to issue is Eighty Million (80,000,000) shares consisting of: Fifty Million (50,000,000) shares of common stock, $0.001 par value per share ("Common Stock"); and Thirty Million (30,000,000) shares of preferred stock, $0.001 par value per share ("Preferred Stock")." 2. This Certificate of Amendment of the Second Amended and Restated

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View this 8-K filing on SEC EDGAR