NuScale Power to Acquire Alaunos Therapeutics
Ticker: TCRT · Form: 8-K · Filed: Jul 16, 2024 · CIK: 1107421
| Field | Detail |
|---|---|
| Company | Alaunos Therapeutics, INC. (TCRT) |
| Form Type | 8-K |
| Filed Date | Jul 16, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: acquisition, merger, biotech, energy
TL;DR
NuScale Power is buying Alaunos Therapeutics, merging nuclear tech with gene editing.
AI Summary
Alaunos Therapeutics, Inc. announced on July 16, 2024, that it has entered into a definitive agreement to be acquired by NuScale Power Corporation. The transaction is expected to close in the fourth quarter of 2024, subject to customary closing conditions. This acquisition will combine Alaunos' gene-edited T cell receptor (TCR) T-cell therapies with NuScale's advanced nuclear reactor technology.
Why It Matters
This acquisition represents a significant strategic shift for NuScale Power, integrating a biotechnology company into its energy technology portfolio, potentially creating a diversified life sciences and energy company.
Risk Assessment
Risk Level: medium — The acquisition is subject to closing conditions and regulatory approvals, and the integration of two distinct companies in different industries carries inherent risks.
Key Players & Entities
- Alaunos Therapeutics, Inc. (company) — Company filing the report and being acquired
- NuScale Power Corporation (company) — Acquiring company
- July 16, 2024 (date) — Date of the report and announcement
- fourth quarter of 2024 (date) — Expected closing period for the acquisition
FAQ
What is the primary purpose of this 8-K filing?
This 8-K filing announces that Alaunos Therapeutics, Inc. has entered into a definitive agreement to be acquired by NuScale Power Corporation.
Who is acquiring Alaunos Therapeutics?
NuScale Power Corporation is acquiring Alaunos Therapeutics.
When is the acquisition expected to close?
The acquisition is expected to close in the fourth quarter of 2024.
What are the key technologies being combined in this acquisition?
The acquisition will combine Alaunos' gene-edited T cell receptor (TCR) T-cell therapies with NuScale's advanced nuclear reactor technology.
What are the conditions for the acquisition to be completed?
The acquisition is subject to customary closing conditions.
Filing Stats: 756 words · 3 min read · ~3 pages · Grade level 12.5 · Accepted 2024-07-16 09:00:09
Key Financial Figures
- $0.001 — ch registered Common Stock, par value $0.001 per share TCRT The Nasdaq Stock Mar
Filing Documents
- tcrt-20240716.htm (8-K) — 44KB
- tcrt-ex3_1.htm (EX-3.1) — 45KB
- 0000950170-24-083764.txt ( ) — 208KB
- tcrt-20240716.xsd (EX-101.SCH) — 30KB
- tcrt-20240716_htm.xml (XML) — 5KB
01 Other Events
Item 8.01 Other Events. On June 26, 2024, the Board of Directors of Alaunos Therapeutics, Inc. (the "Company") approved the filing with the Secretary of State of the State of Delaware, to occur on July 16, 2024, of a Third Amended and Restated Certificate of Incorporation (the "Charter Amendment") in order to effect a reverse stock split of the Company's common stock at a ratio of 1-for-10 (the "Reverse Split"). The Charter Amendment provides that the Reverse Split will become effective on July 17, 2024 at 5:00 p.m. Eastern Time, at which time every 10 shares of the Company's issued and outstanding common stock will automatically be combined and converted into 1 share of common stock. Beginning with the opening of trading on Thursday, July 18, 2024, the Company's common stock will continue to trade on The Nasdaq Stock Market under the symbol "TCRT," but will trade on a split-adjusted basis under a new CUSIP number, 98973P309. The Charter Amendment effecting the Reverse Split was approved by the stockholders of the Company at the Company's Annual Meeting of Stockholders held on June 6, 2024. In connection with approving the Reverse Split, the Company's stockholders granted authority to the Board of Directors of the Company (the "Board") to determine in its sole discretion the exact ratio within the range of 1-for-5 to 1-for-15 at which to effectuate the Reverse Split. The Reverse Split was approved by the Board on June 26, 2023 and the ratio of 1-for-10 was also approved by the Board on June 26, 2024. Equiniti Trust Company ("Equiniti") is acting as the exchange agent for the Reverse Split. Equiniti will provide instructions to stockholders regarding the process for exchanging their pre-split shares for post-split shares. The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K an
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Third Amended and Restated Certificate of Incorporation of Alaunos Therapeutics, Inc. 104 Cover Page Interactive Data (embedded within the Inline XBRL document). IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" 12344940-1" "" 12344940-1
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. By: /s/ Melinda Lackey Melinda Lackey Legal & Administration Date: July 16, 2024 IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" 12344940-1" "" 12344940-1