Alaunos Therapeutics, Inc.

S-11 d19490ds1.htm S-1

As filed with the Securities and Exchange Commission on October 21, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORM S-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ALAUNOS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

**Registrant’s telephone number, including area code: (346)355-4099 **

Holger Weis

Chief Executive Officer

Alaunos Therapeutics, Inc.

501 E. Las Olas Blvd.,

Suite 300

Fort Lauderdale, FL 33301

**(346)355-4099 **

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Scott Doney, Esq.

The Doney Law Firm

4955 S. Durango Rd. Ste. 165

Las Vegas, NV 89113

**(702)982-5686 **

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

This registration statement shall hereafter become effective in accordance with the provisions of section 8(a) of the Securities Act of 1933.

The information in this preliminary prospectus is not complete and may be changed. The selling stockholder named herein may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED OCTOBER 21, 2025

Up to 327,740 Shares of Common Stock

This prospectus relates to the potential resale from time to time by Mast Hill Fund, L.P. (“Mast Hill” or the “Selling Stockholder”), at prices and on terms that will be determined at the time of any such offering, of up to 327,740 shares of our common stock, par value $0.001 per share, which includes (1) up to 247,840 shares of our common stock (the “Purchase Shares”) that may be issued to Mast Hill Fund, L.P. (“Mast Hill”) from time to time pursuant to the Equity Purchase Agreement, dated as of May 19, 2025 (the “Purchase Agreement”), and (2) up to 79,900 shares of our common stock, upon the exercise of the common stock purchase warrant (as amended, the “Warrant”) issued to Mast Hill under the Purchase Agreement (the “Warrant Shares”).

Under the Purchase Agreement, we may elect to sell common stock to Mast Hill in an aggregate amount up to $25,000,000, over a period of up to 24 months commencing on the Commencement Date (as defined in the Purchase Agreement) and after satisfaction of other conditions in the Purchase Agreement. The five-year Warrant is immediately exercisable and has an initial exercise price per share of $4.00. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock and anti-dilution adjustments. The Purchase Shares and the Warrant Shares being registered under this prospectus are being registered in accordance with our obligations under the Registration Rights Agreement entered into in connection with the Purchase Agreement. See “The Equity Financing” for a description of the Purchase Agreement and Warrant and see “Selling Stockholder” for additional information regarding the Selling Stockholder.

Under the applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”), in no event may we issue to the Selling Stockholder shares of our common stock representing more than 19.99% of the total number of shares of common stock outstanding as of the date of the Purchase Agreement, unless (i) we obtain the approval of the issuance of such shares by our stockholders in accordance with the applicable Nasdaq rules or (ii) or unless certain exceptions apply, such as if the securities were sold at or above the price paid under the Purchase Agreement for an “at market” issuance under Nasdaq rules.

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the shares of our common stock by the Selling Stockholder. However, we may receive up to an aggregate of $25 million in proceeds from the sale of our common stock to the Selling Stockholder pursuant to the Purchase Agreement and up to $319,600 in proceeds if the Selling Stockholder exercises the Common Stock Purchase Warrant at $4.00 per share.

The Selling Stockholder may offer, sell or distribute all or a portion of the shares of our common stock acquired under the Purchase Agreement and hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. The actual proceeds from the Selling Stockholder may be less than this amount depending on the number of shares of our common stock sold and the price at which the shares of our common stock are sold.

We will bear all costs, expenses and fees in connection with the registration of the shares of our common stock, including with regard to compliance with state securities or “blue sky” laws. The timing and amount of any sales are within the sole discretion of the Selling Stockholder. The Selling Stockholder is an underwriter under the Securities Act with respect to the resale of shares held by it. Although the Selling Stockholder is obligated to purchase shares of our common stock under the terms and subject to the conditions and limitations of the Purchase Agreement to the extent we choose to sell such shares of our common stock to it (subject to certain conditions), there can be no assurances that we will choose to sell any shares of our common stock to the Selling Stockholder, or that the Selling Stockholder will sell any or all of the shares of our common stock, if any, purchased under the Purchase Agreement pursuant to this prospectus. The Selling Stockholder will bear all commissions and discounts, if any, attributable to its sale of shares of our common stock. See “Plan of Distribution.”

Our common stock is listed on The Nasdaq Capital Market under the symbol “TRCT.” On October 20, 2025, the last reported sale price of our common stock on The Nasdaq Capital Market was $3.07 per share.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 11 of this prospectus, and under similar headings in any amendment or supplement to this prospectus or in any other documents incorporated by reference into this prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Prospectus dated October 21, 2025