Alaunos acquires Velaris Therapeutics, lines up $350 million PIPE financing

On October 13, 2026, Alaunos Therapeutics, Inc. completed its acquisition of Velaris Therapeutics, Inc. through a two-step merger in which a merger subsidiary first merged into Velaris, making it a wholly owned subsidiary, and Velaris then merged into a second subsidiary, which survived the combined transaction¹. The deal is structured to qualify as a tax-free reorganization for U.S. federal income tax purposes¹.

At closing, Alaunos issued 105,286 shares of Series B Non-Voting Convertible Preferred Stock and 33,054 shares of Series C Non-Voting Convertible Preferred Stock to Velaris stockholders, with each share convertible into 1,000 shares of common stock, subject to certain conditions¹.

The same day, Alaunos signed a Securities Purchase Agreement under which it agreed to sell 687,789 shares of common stock at $1.4357 per share and 243,063 shares of Series C Preferred Stock at $1,435.70 per share, for an aggregate purchase price of approximately $350 million¹. The 8-K states that the closing of the financing is expected to occur on October 14, 2026, subject to customary closing conditions¹. An accompanying investor presentation filed as an exhibit describes the placement in past tense, saying Alaunos closed a $350 million private placement with a group of institutional accredited investors led by Fairmount and joined by a robust syndicate of dedicated biotechnology investors, as well as additional undisclosed institutional investors¹. The 8-K's own language ties the financing's expected close to October 14, one day after the October 13 date of the reported event, but the filing does not state the actual date the document was submitted to the SEC, so it is not established from the text whether the financing had closed by the time the 8-K itself was filed.

Fairmount's Peter Harwin joined the Alaunos board at closing, and funds affiliated with Fairmount, including the lead investor, received 105,286 shares of Series B Preferred Stock in the merger and agreed to purchase 687,789 shares of common stock and 68,964 shares of Series C Preferred Stock in the financing for an aggregate purchase price of approximately $100.0 million¹.