Alaunos Therapeutics Inc

For the period ended Jul 3, 2025. Filed May 21, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jul 3, 2025 · Filed May 21, 2025

TCRT$1.74-5.4%Stored close · as of Nov 6, 2026

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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 § 240.14a-12

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

2617 Bissonnet, Suite 233

Houston, TX 77005

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be Held on July 3, 2025

May 21, 2025

To the stockholders of Alaunos Therapeutics, Inc.:

We cordially invite you to the 2025 annual meeting of stockholders (the “Annual Meeting”) of Alaunos Therapeutics, Inc. (“we,” “Alaunos” or the “Company”), which will be held virtually and exclusively online via live audio-only webcast, on July 3, 2025, at 9:00 a.m. Eastern Time, for the following purposes:

To elect each of the four nominees for director named in the accompanying proxy statement (the “proxy statement”) to hold office until the 2026 annual meeting of stockholders and until his or her successor is duly elected and qualified or, if sooner, until his or her earlier death, resignation or removal (“Proposal 1”);

2.	To ratify the selection of Cherry Bekaert LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025 by the audit committee (the “audit committee”) of the board of directors of the Company (the “Board”) (“Proposal 2”);

3.	To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement (“Proposal 3”);

To approve the Second amendment and restatement of the Company’s amended and restated certificate of incorporation, as amended (our “Charter”), in substantially the form attached to the proxy statement as Annex A, 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-20, inclusive (“Proposal 4”);

To approve the Certificate of Amendment to the Company’s Charter, in substantially the form attached to the proxy statement as Annex B, to, at the discretion of the Board, increase the number of shares of common stock authorized for issuance thereunder from 5,000,000 shares to 50,000,000 shares (“Proposal 5”);

6.	To approve an amendment to the Company’s 2020 Equity Incentive Plan to increase the number of shares that the Company may issue under the Plan from 130,745 shares to 1,130,745 shares (“Proposal 6”);

To approve a proposal 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 the Proposals in the proxy statement (“Proposal 7”); and

8.	To transact any other business as may properly come before the Annual Meeting or any adjournments thereof.

These items of business are more fully described in the proxy statement accompanying this notice. The proxy statement accompanying this notice is being issued in connection with the solicitation by the Board of a proxy on the enclosed form of proxy card for use at the Annual Meeting.

You will be able to attend and participate in the Annual Meeting online, submit your questions during the Annual Meeting and vote your shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/TCRT2025. Because the Annual Meeting is being held electronically, you will not be able to attend the Annual Meeting in person.

The record date for the Annual Meeting is May 5, 2025. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment or postponement thereof. To participate in and vote at the Annual Meeting, stockholders will need the unique 16-digit control number (printed in the box marked by the arrow) in their Notice of Internet Availability of Proxy Materials or proxy card (if you requested a printed copy of the proxy materials).

By Order of the Board of Directors,

/s/ Melinda Lackey

Melinda Lackey

Legal and Administration; Secretary Houston, Texas May 21, 2025

Your vote is very important. Whether or not you attend the Annual Meeting virtually, it is important that your shares be represented. You may vote your proxy through the Internet, by telephone or, if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card and included in the proxy statement. If you participate virtually in the Annual Meeting, you may vote at that time, even if you previously submitted your vote. Even if you plan to participate in the Annual Meeting, we urge you to vote as soon as possible over the internet, by telephone or by mail as described in the proxy statement.

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING	1
PROPOSALS	9
Proposal 1 Election of Directors	9
Proposal 2 Ratification of Selection of Independent Registered Public Accounting Firm	11
Proposal 3 Advisory Vote on Executive Compensation	13
Proposal 4 Approval of the Second Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split of Common Stock	14
Proposal 5 Approval of the Certificate of Amendment to our Charter to Increase our Authorized Stock	24
Proposal 6 Amendment of Equity Incentive Plan	27
Proposal 7 Adjournment of Annual Meeting	40
STOCKHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS	41
CURRENT DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS	43
EXECUTIVE COMPENSATION	47
Summary Compensation Table	47
Narrative to the Summary Compensation Table	49
Role of our Compensation Committee, Management and Consultant	50
Outstanding Equity Awards at 2024 Fiscal Year-End	52
Stockholder Engagement	52
Pay Versus Performance	52
INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE	55
Independence of the Board	55
Board Leadership Structure	55
Director Attendance at Board and Stockholder Meetings	55
Board Committees	55
Director Nomination Process	57
Risk Management and Oversight	58
Stockholder Communications with Directors	58
Code of Ethics and Business Conduct	58
Corporate Governance Guidelines	58
Whistleblower Policy	59
Corporate Governance Documents	59
Report of the Audit Committee	59
DIRECTOR COMPENSATION	60
Non-Employee Director Compensation	60
Director Compensation Table	60
LIMITATION OF LIABILITY AND INDEMNIFICATION	61
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	62
Related-Party Transaction Policy	62
Certain Related-Party Transactions	62
DELINQUENT SECTION 16(A) REPORTS	64
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	65
HOUSEHOLDING OF PROXY MATERIALS	67
OTHER MATTERS	68

2617 Bissonnet, Suite 233,

Houston, TX 77005

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

To Be Held On July 3, 2025

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.