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    Amendment: SEC Form SC 13G/A filed by Alaunos Therapeutics Inc.

    11/14/24 4:06:27 PM ET
    $TCRT
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $TCRT alert in real time by email
    SC 13G/A 1 d834368dsc13ga.htm SC 13G/A SC 13G/A

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    SCHEDULE 13G

    Under the Securities Exchange Act of 1934

    (Amendment No. 4)*

     

     

    Alaunos Therapeutics, Inc.

    (Name of Issuer)

    Common Stock, $0.001 par value per share

    (Title of Class of Securities)

    98973P309

    (CUSIP Number)

    September 30, 2024

    (Date of Event Which Requires Filing of this Statement)

     

     

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     

    ☐

    Rule 13d-1(b)

     

    ☒

    Rule 13d-1(c)

     

    ☐

    Rule 13d-1(d)

     

    *

    The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     

     


    CUSIP No: 98973P309

     

     1   

     NAMES OF REPORTING PERSONS

     

     MSD Partners, L.P.

     2  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

     (a) ☒  (b) ☐

     

     3  

     SEC USE ONLY

     

     4  

     CITIZENSHIP OR PLACE OF ORGANIZATION

     

     Delaware

    NUMBER OF

    SHARES  BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

       5   

     SOLE VOTING POWER

     

     - 0 -

       6  

     SHARED VOTING POWER

     

     101,010

       7  

     SOLE DISPOSITIVE POWER

     

     - 0 -

       8  

     SHARED DISPOSITIVE POWER

     

     101,010

     9   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

     101,010

    10  

     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

     

     ☐

    11  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

     6.3% (1)

    12  

     TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

     PN

     

    (1)

    The percentages used herein are calculated based upon 1,601,252 shares of the issuer’s common stock outstanding as of August 13, 2024, as reported in the issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2024.


    CUSIP No: 98973P309

     

     1   

     NAMES OF REPORTING PERSONS

     

     MSD Credit Opportunity Master Fund, L.P.

     2  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

     (a) ☒  (b) ☐

     

     3  

     SEC USE ONLY

     

     4  

     CITIZENSHIP OR PLACE OF ORGANIZATION

     

     Cayman Islands

    NUMBER OF

    SHARES  BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

       5   

     SOLE VOTING POWER

     

     - 0 -

       6  

     SHARED VOTING POWER

     

     101,010

       7  

     SOLE DISPOSITIVE POWER

     

     - 0 -

       8  

     SHARED DISPOSITIVE POWER

     

     101,010

     9   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

     101,010

    10  

     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

     

     ☐

    11  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

     6.3% (1)

    12  

     TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

     PN

     

    (1)

    The percentages used herein are calculated based upon 1,601,252 shares of the issuer’s common stock outstanding as of August 13, 2024, as reported in the issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2024.


    CUSIP No: 98973P309

     

     1   

     NAMES OF REPORTING PERSONS

     

     Gregg R. Lemkau

     2  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

     (a) ☒  (b) ☐

     

     3  

     SEC USE ONLY

     

     4  

     CITIZENSHIP OR PLACE OF ORGANIZATION

     

     United States

    NUMBER OF

    SHARES  BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

       5   

     SOLE VOTING POWER

     

     - 0 -

       6  

     SHARED VOTING POWER

     

     101,010

       7  

     SOLE DISPOSITIVE POWER

     

     - 0 -

       8  

     SHARED DISPOSITIVE POWER

     

     101,010

     9   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

     101,010

    10  

     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

     

     ☐

    11  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

     6.3% (1)

    12  

     TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

     IN

     

    (1)

    The percentages used herein are calculated based upon 1,601,252 shares of the issuer’s common stock outstanding as of August 13, 2024, as reported in the issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2024.


    Item 1(a)

    Name of Issuer:

    The name of the issuer is Alaunos Therapeutics, Inc. (the “Company”).

     

    Item 1(b)

    Address of Issuer’s Principal Executive Offices:

    The Company’s principal executive office is located at 2617 Bissonnet Street, Suite 225 Houston, TX 77005.

     

    Item 2(a)

    Name of Person Filing:

    This Schedule 13G is being jointly filed by and on behalf of each of MSD Partners, L.P. (“MSD Partners”), MSD Credit Opportunity Master Fund, L.P. (“MSD Credit Opportunity Master Fund”) and Gregg R. Lemkau. MSD Credit Opportunity Master Fund is the direct owner of the securities covered by this statement.

    MSD Partners is the investment manager of, and may be deemed to beneficially own securities beneficially owned by, MSD Credit Opportunity Master Fund. MSD Partners (GP), LLC (“MSD GP”) is the general partner of, and may be deemed to beneficially own securities beneficially owned by, MSD Partners. Gregg R. Lemkau maintains investment discretion over this investment and therefore may be deemed to beneficially own securities beneficially owned by MSD GP.

    The Reporting Persons have entered into a Joint Filing Agreement, dated November 14, 2024, a copy of which is filed with this filing as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

    Neither the filing of this statement nor anything herein shall be construed as an admission that any person other than the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

     

    Item 2(b)

    Address of Principal Business Office or, if none, Residence:

    The address of the principal business office of MSD Partners, MSD Credit Opportunity Master Fund and Mr. Lemkau is One Vanderbilt Avenue, 26th Floor, New York, New York 10017.

     

    Item 2(c)

    Citizenship:

    MSD Partners is organized as a limited partnership under the laws of the State of Delaware. MSD Credit Opportunity Master Fund is a limited partnership organized under the laws of the Cayman Islands. Mr. Lemkau is a United States citizen.

     

    Item 2(d)

    Title of Class of Securities:

    Common Stock, par value $0.001 per share

     

    Item 2(e)

    CUSIP No.:

    98973P309

     

    Item 3

    If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

    Not applicable.


    Item 4

    Ownership:

    The following ownership reflects the Company’s reverse stock split that occurred on January 31, 2024.

     

      A.

    MSD Partners, L.P.

     

      (a)

    Amount beneficially owned: 101,010

     

      (b)

    Percent of class: 6.3%

     

      (c)

    Number of shares as to which such person has:

     

      (i)

    Sole power to vote or direct the vote: -0-

     

      (ii)

    Shared power to vote or direct the vote: 101,010

     

      (iii)

    Sole power to dispose or direct the disposition: -0-

     

      (iv)

    Shared power to dispose or direct the disposition: 101,010

     

      B.

    MSD Credit Opportunity Master Fund, L.P.

     

      (a)

    Amount beneficially owned: 101,010

     

      (b)

    Percent of class: 6.3%

     

      (c)

    Number of shares as to which such person has:

     

      (i)

    Sole power to vote or direct the vote: -0-

     

      (ii)

    Shared power to vote or direct the vote: 101,010

     

      (iii)

    Sole power to dispose or direct the disposition: -0-

     

      (iv)

    Shared power to dispose or direct the disposition: 101,010

     

      C.

    MSD Partners (GP), LLC

     

      (a)

    Amount beneficially owned: 101,010

     

      (b)

    Percent of class: 6.3%

     

      (c)

    Number of shares as to which such person has:

     

      (i)

    Sole power to vote or direct the vote: -0-

     

      (ii)

    Shared power to vote or direct the vote: 101,010

     

      (iii)

    Sole power to dispose or direct the disposition: -0-

     

      (iv)

    Shared power to dispose or direct the disposition: 101,010


      D.

    Gregg R. Lemkau

     

      (a)

    Amount beneficially owned: 101,010

     

      (b)

    Percent of class: 6.3%

     

      (c)

    Number of shares as to which such person has:

     

      (i)

    Sole power to vote or direct the vote: -0-

     

      (ii)

    Shared power to vote or direct the vote: 101,010

     

      (iii)

    Sole power to dispose or direct the disposition: -0-

     

      (iv)

    Shared power to dispose or direct the disposition: 101,010

     

    Item 5

    Ownership of Five Percent or Less of a Class:

    If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

     

    Item 6

    Ownership of More Than Five Percent on Behalf of Another Person:

    Not applicable.

     

    Item 7

    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

    Not applicable.

     

    Item 8

    Identification and Classification of Members of the Group:

    Not applicable.

     

    Item 9

    Notice of Dissolution of Group:

    Not applicable.

     

    Item 10

    Certification:

    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.


    CUSIP No: 98973P309

     

    SIGNATURE

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     

    Date: November 14, 2024

     

    MSD Partners, L.P.
    By:   MSD Partners (GP), LLC
    Its:   General Partner
    By:  

    /s/ Robert K. Simonds

    Name:   Robert K. Simonds
    Title:   Authorized Signatory
    MSD Credit Opportunity Master Fund, L.P.
    By:   MSD Partners, L.P.
    Its:   Investment Manager
    By:   MSD Partners (GP), LLC
    Its:   General Partner
    By:  

    /s/ Robert K. Simonds

    Name:   Robert K. Simonds
    Title:   Authorized Signatory
    Gregg R. Lemkau
    By:  

    /s/ Gregg R. Lemkau

    Name:   Gregg R. Lemkau


    CUSIP No: 98973P309

     

    EXHIBIT INDEX

     

    Exhibit

      

    Description of Exhibit

    99.1    Joint Filing Agreement dated November 14, 2024
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