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Alaunos receives Nasdaq notice on stockholders' equity requirement

Tickers TCRT

Nasdaq says Alaunos does not meet its $2,500,000 minimum for stockholders' equity, and the company plans to submit a compliance plan.

Key facts

Company
Alaunos Therapeutics, Inc. (NASDAQ: TCRT)
News type
Listings
Primary source
Alaunos Therapeutics, Inc. 8-K (2026-04-15)
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Alaunos Therapeutics, Inc. (Nasdaq: TCRT) received a written notice on April 9, 2026 from the Listing Qualifications Department of The Nasdaq Stock Market LLC, saying the company is not in compliance with Nasdaq Listing Rule 5550(b)(1). That rule requires listed companies to keep at least $2,500,000 in stockholders' equity to remain on the Nasdaq Capital Market. The company disclosed the notice in a Form 8-K filed on April 15, 2026 under Item 3.01, which covers notices of delisting or failure to satisfy a continued listing rule.

The notice

The notice states that the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 reported stockholders' equity of $2,153,000. At the date of the notice, Alaunos also did not meet Nasdaq's alternative continued listing standards. Those standards require a market value of listed securities of $35 million, or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three fiscal years.

The 8-K says trading in the company's securities is expected to continue as a result of the disclosure.

The compliance path

Under Nasdaq's rules, Alaunos had 45 calendar days from the date of the notice, until May 26, 2026, to submit a plan to regain compliance. If the plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the notice date to evidence compliance with the stockholders' equity requirement. The notice says Nasdaq will consider the company's ability to sustain 12 months of stockholders' equity compliance, its past compliance history and its overall financial condition.

The company said it intends to submit a compliance plan within the 45-day period and is evaluating potential actions to regain compliance. It also said there can be no assurance that the plan will be accepted, or that it will regain compliance within any extension Nasdaq grants.

If the plan is not accepted, or is accepted but compliance is not regained, the company could request a hearing before an independent Nasdaq hearings panel. A hearing request would stay any suspension or delisting action until the hearing process concludes.

Company and finances

Alaunos describes itself as a preclinical-stage biopharmaceutical company focused on orally administered small-molecule therapeutics for obesity and related metabolic disorders, including metabolic dysfunction-associated steatotic liver disease (MASLD). The 10-K says the company announced what it called positive preclinical proof-of-concept data for its candidate ALN1003 on March 2, 2026, from two diet-induced obesity mouse studies. Those studies were in mice, and the 10-K says its p-values are nominal and unadjusted for multiple comparisons. The program aims to develop a differentiated, non-hormonal, non-incretin approach, unlike hormone-based treatments such as GLP-1 drugs.

The company says it was previously a clinical-stage, oncology-focused cell therapy company developing adoptive TCR-T cell therapies. It has not generated any product revenue and has reported significant net losses in each year since its inception. The accumulated deficit was $924.6 million as of December 31, 2025, and the 10-K says the company expects to keep incurring substantial operating losses and will need significant additional capital to fund operations.

Financial data from the same filings show a net loss of $4.2 million for 2025, compared with $4.7 million for 2024. Research and development expense was $1.4 million in 2025, up from $362,000 in 2024. Cash used in operations was $2.9 million in 2025 and $5.0 million in 2024. Year-end cash and cash equivalents for 2024 were $1.1 million.

Why the notice matters

The company reported equity of $2,153,000 against the $2,500,000 minimum, and it meets neither alternative test. The 8-K gives no plan to cure the shortfall, only that the company is evaluating actions. The usual ways to restore equity are to raise capital or cut losses, and a stock sale would dilute holders. The company has no product revenue, still loses money and says it will need significant additional capital. A hearing request would delay delisting but would not fix the equity shortfall. Nasdaq accepting a plan is not assured, and the company says so itself.

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