{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-419829","form_type":"8-K","ticker":"TCRT","cik":"0001107421","company_name":"Alaunos Therapeutics, Inc.","filed_at":"2026-10-13T13:28:22+00:00","discovered_at":"2026-10-13T13:30:00.266622+00:00","generated_at":"2026-10-13T13:30:26.004152+00:00","sec_items":["1.01","5.03","2.01","3.02","5.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Alaunos acquires Velaris; PIPE raises ~$350M; board and charter overhaul set for vote","bullets":["Alaunos acquired Velaris on Oct. 13, 2026; issued Velaris holders 105,286 Series B and 33,054 Series C preferred shares, each convertible into 1,000 common shares.","PIPE financing: 687,789 common at $1.4357 and 243,063 Series C at $1,435.70 for ~$350M; closing expected Oct. 14, 2026; proceeds to fund Velaris programs and working capital.","Peter Harwin appointed director; Postma, Jerman and Vieser resign upon stockholder approval of conversion proposal; Lead Investor designees to hold 4 of 5 board seats.","Meeting proposals include conversion of Series B/C preferred, name change to Velaris Therapeutics, reverse stock split, authorized share increase and redomestication.","Velaris signed ADOA with Paragon for Fc fusion protein programs (ActRIIA/ActRIIB, BMP9/10-sparing ActRIIA); Paragon gets two warrants each for 1% of fully diluted shares, first 120 days post-close."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-419829","json":"https://secwatch.observer/filing/0001193125-26-419829.json","markdown":"https://secwatch.observer/filing/0001193125-26-419829.md","text":"https://secwatch.observer/filing/0001193125-26-419829.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1107421/000119312526419829/0001193125-26-419829-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1107421/000119312526419829/tcrt-20261013.htm"},"model":{"generated_by":"deepseek-v4.1-flash:cloud@v2","generated_at":"2026-10-13T13:30:26.004152+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"182b6265a0","claim":"Peter Harwin was appointed as Director at Alaunos Therapeutics, Inc..","evidence_excerpt":"In accordance with the Merger Agreement, on October 13, 2026, effective immediately after the effective time of the Second Merger, Peter Harwin was appointed to the Board as a director.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1107421/000119312526419829/0001193125-26-419829-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"8426c36ce6","claim":"Michael A. Jerman resigned as Director at Alaunos Therapeutics, Inc..","evidence_excerpt":"In accordance with the Merger Agreement, on October 13, 2026, each of Robert W. Postma, Michael A. Jerman and Jaime W. Vieser delivered resignations that will become effective automatically only upon, and subject to, stockholder approval of the Conversion Proposal. None of the resignations were as a result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1107421/000119312526419829/0001193125-26-419829-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"8c092eaa4a","claim":"Robert W. Postma resigned as Director at Alaunos Therapeutics, Inc..","evidence_excerpt":"In accordance with the Merger Agreement, on October 13, 2026, each of Robert W. Postma, Michael A. Jerman and Jaime W. Vieser delivered resignations that will become effective automatically only upon, and subject to, stockholder approval of the Conversion Proposal. None of the resignations were as a result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1107421/000119312526419829/0001193125-26-419829-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"a0a06ba3b8","claim":"Jaime W. Vieser resigned as Director at Alaunos Therapeutics, Inc..","evidence_excerpt":"In accordance with the Merger Agreement, on October 13, 2026, each of Robert W. Postma, Michael A. Jerman and Jaime W. Vieser delivered resignations that will become effective automatically only upon, and subject to, stockholder approval of the Conversion Proposal. None of the resignations were as a result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1107421/000119312526419829/0001193125-26-419829-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}