Amendment: Alaunos Therapeutics Inc. filed SEC Form 8-K: Financial Statements and Exhibits, Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Amendment #1)
CURRENT REPORT
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Explanatory Note
In Item 9.01 of the Initial 8-K, we provided the Charter Amendment without certain information as Exhibit 3.1. This Current Report on Form 8-K/A amends the Initial 8-K Exhibit 3.1.
Item 3.03 |
Material Modification to Rights of Security Holders. |
The information set forth under Item 5.03 is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 16, 2024, Alaunos Therapeutics, Inc. (the “Company”) filed a Third Amended and Restated Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware in order to effect a reverse stock split of the Company’s common stock at a ratio of 1-for-10 (the “Reverse Split”). The Charter Amendment does not affect the par value of the Company’s common stock.
The Charter Amendment provides that the Reverse Split will become effective on July 17, 2024 at 5:00 p.m. Eastern Time, at which time every 10 shares of the Company’s issued and outstanding common stock will automatically be combined and converted into 1 share of common stock. Beginning with the opening of trading on Thursday, July 18, 2024, the Company’s common stock will continue to trade on The Nasdaq Stock Market under the symbol “TCRT,” but will trade on a split-adjusted basis under a new CUSIP number, 98973P309.
The Charter Amendment effecting the Reverse Split was approved by the stockholders of the Company at the Company’s Annual Meeting of Stockholders held on June 6, 2024. In connection with approving the Reverse Split, the Company’s stockholders granted authority to the Board of Directors of the Company (the “Board”) to determine in its sole discretion the exact ratio within the range of 1-for-5 to 1-for-15 at which to effectuate the Reverse Split. The Reverse Split was approved by the Board on June 26, 2023 and the ratio of 1-for-10 was also approved by the Board on June 26, 2024.
Equiniti Trust Company (“Equiniti”) is acting as the exchange agent for the Reverse Split. Equiniti will provide instructions to stockholders regarding the process for exchanging their pre-split shares for post-split shares.
The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description |
3.1 |
Third Amended and Restated Certificate of Incorporation of Alaunos Therapeutics, Inc. |
104 |
Cover Page Interactive Data (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ALAUNOS THERAPEUTICS, INC. |
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By: |
/s/ Melinda Lackey |
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Melinda Lackey Legal & Administration |
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Date: July 16, 2024