SEC Comment Letter for Alaunos Therapeutics, Inc. (TCRT) (CIK 0001107421) (TCRT) — Sep 2, 2025
Alaunos Therapeutics, Inc. (TCRT) (CIK 0001107421)
Date: Sept. 2, 2025 · CIK: 0001107421 · Accession: 0000000000-25-009437
AI Filing Summary & Sentiment
File numbers found in text: 333-289748
Letter
September 2, 2025 Holger Weis Chief Executive Officer Alaunos Therapeutics, Inc. 501 E. Las Olas Blvd., Suite 300 Fort Lauderdale, FL 33301 Re:Alaunos Therapeutics, Inc. Registration Statement on Form S-3 Filed August 21, 2025 File No. 333-289748 Dear Holger Weis: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-3 filed August 21, 2025 General We note that the registration statement includes the proposed resale of common shares to be issued pursuant to an equity line financing arrangement with Mast Hill Fund, L.P. Question 139.13 of the Securities Act Sections Compliance and Disclosure Interpretations, available on our website, provides that, in order for shares to be registered on a resale basis under an equity line financing, the resale registration statement must be on a form that the company is eligible to use for a primary offering. Given that the aggregate market value of your common equity held by non-affiliates does not exceed the $75 million threshold set forth in General Instruction I.B.1 to Form S-3, it does not appear that you are eligible to use Form S-3 for a primary offering. Accordingly, please provide us with an analysis supporting your 1.
September 2, 2025 Page 2 determination that the offering may be registered on Form S-3 or amend your registration statement as appropriate. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Jason Drory at 202-551-8342 or Jessica Dickerson at 202-551-8013 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc:Scott Doney, Esq.
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September 2, 2025
Holger Weis
Chief Executive Officer
Alaunos Therapeutics, Inc.
501 E. Las Olas Blvd., Suite 300
Fort Lauderdale, FL 33301
Re:Alaunos Therapeutics, Inc.
Registration Statement on Form S-3
Filed August 21, 2025
File No. 333-289748
Dear Holger Weis:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3 filed August 21, 2025
General
We note that the registration statement includes the proposed resale of common shares
to be issued pursuant to an equity line financing arrangement with Mast Hill Fund,
L.P. Question 139.13 of the Securities Act Sections Compliance and Disclosure
Interpretations, available on our website, provides that, in order for shares to be
registered on a resale basis under an equity line financing, the resale registration
statement must be on a form that the company is eligible to use for a primary offering.
Given that the aggregate market value of your common equity held by non-affiliates
does not exceed the $75 million threshold set forth in General Instruction I.B.1 to
Form S-3, it does not appear that you are eligible to use Form S-3 for a primary
offering. Accordingly, please provide us with an analysis supporting your
1.
September 2, 2025
Page 2
determination that the offering may be registered on Form S-3 or amend your
registration statement as appropriate.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Jason Drory at 202-551-8342 or Jessica Dickerson at 202-551-8013
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Scott Doney, Esq.