Alaunos Therapeutics, Inc.

Our business faces significant and evolving risks, many of which are described in the section captioned “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026, as amended by Amendment No. 1 filed on April 30, 2026.

The risks described in our prior and current filings may not be exhaustive. Additional risks of which we are currently unaware, or that we presently deem immaterial, may also emerge or intensify and materially impair our business, financial condition, results of operations, cash flows, or prospects. If any of the events or circumstances described in these risk factors occur our operations may be curtailed, our strategic process may fail, and we may be forced to pursue dissolution or bankruptcy, resulting in a total loss of your investment. Investors and prospective investors must carefully consider the risks detailed in our Annual Report, Quarterly Reports, and this Form 10-Q, along with the “Forward-Looking Statements” section and all other information herein, before making any investment decision.

A Nasdaq continued listing requirement mandating a minimum Market Value of Listed Securities of $5.0 million is currently stayed and subject to SEC review; if the requirement becomes operative and we fail to comply, trading in our common stock could be suspended and our common stock could be delisted without the customary opportunity to regain compliance.

On July 22, 2026, the Division of Trading and Markets of the Securities and Exchange Commission, acting pursuant to delegated authority, approved a Nasdaq rule change that would require companies listed on the Nasdaq Capital Market to maintain a Market Value of Listed Securities, or “MVLS,” of at least $5.0 million. MVLS generally is determined by multiplying the consolidated closing bid price of a company’s listed securities by the number of securities being valued. The new requirement would be codified as Nasdaq Listing Rule 5550(a)(6) and would apply in addition to Nasdaq’s other continued listing requirements.

Under the rule as approved, if our MVLS were to remain below $5.0 million for 30 consecutive business days, Nasdaq Staff would issue a Staff Delisting Determination and our common stock would become immediately subject to suspension and delisting. Unlike many other Nasdaq continued listing deficiencies, we would not automatically receive a cure or compliance period before suspension. In addition, although we could request a hearing before a Nasdaq Hearings Panel, a timely hearing request would not stay the suspension of trading in our common stock. A Hearings Panel could reverse the Staff Delisting Determination if it determined that the determination was made in error or could, in limited circumstances, grant an exception of up to 180 days for us to demonstrate compliance with all applicable initial listing requirements, rather than merely the $5.0 million MVLS requirement. There can be no assurance that a Hearings Panel would grant any such exception or that we would be able to satisfy all applicable initial listing requirements within the period granted.

On July 29, 2026, following the SEC’s receipt of notices of intention to petition for review of the delegated action, the SEC notified Nasdaq that the July 22, 2026 approval order had been automatically stayed pursuant to Rule 431(e) of the SEC’s Rules of Practice and would remain stayed until the Commission orders otherwise. As of the date of this Quarterly Report, the stay remains in effect and the Nasdaq rulebook continues to identify the approval order as stayed. The stay is procedural and does not constitute a final determination regarding the validity or ultimate implementation of the rule. The Commission may affirm, reverse, modify, set aside or remand the delegated action, in whole or in part, and may terminate or continue the stay. Accordingly, we cannot predict the duration of the stay, the timing or outcome of the Commission’s review, whether the rule ultimately will become operative in its approved or a modified form, or what implementation date, transition provisions or measurement procedures Nasdaq may apply if the stay is lifted. In particular, there is uncertainty regarding when Nasdaq would begin or resume measuring the 30-consecutive-business-day period following any termination of the stay.