aibioAlaunos Therapeutics acquires Velaris, closes $350 million private placement
Tickers TCRT
Alaunos bought Velaris in a stock deal and closed a $350 million private placement led by Fairmount. Velaris has no product candidate tested in humans, and Alaunos had $124,000 in cash at June 30, 2026, according to its quarterly report.
Key facts
- Company
- Alaunos Therapeutics, Inc. (NASDAQ: TCRT)
- News type
- Mergers
- Primary source
- Alaunos Therapeutics, Inc. 8-K (2026-10-13)
The deal
Alaunos Therapeutics, Inc. (Nasdaq: TCRT) said in an 8-K filed October 13, 2026 that it acquired Velaris Therapeutics, Inc. and closed a $350 million private placement at the same time. The transaction was a stock-for-stock deal in which all of Velaris' outstanding equity interests were exchanged for Alaunos common stock and newly created non-voting Series C convertible preferred stock.
The presentation filed with the 8-K gives the capitalization. The merger issues 138,340 preferred shares, each convertible into 1,000 common shares, for 138,340,000 common equivalents. The concurrent financing adds 687,789 common shares and 243,063 preferred shares, for 243,750,789 common equivalents in total. Before the deal, Alaunos had 3,797,326 common shares outstanding on a fully diluted basis, as of October 13, 2026. The table sets a deal price of $1.4357 a common share, total capitalization of 386,856,547 shares as converted, and a market capitalization at the deal price of $555.41 million.
The new holders will receive far more common equivalents than the legacy Alaunos shares outstanding before the deal.
The private placement
The $350 million private placement was sold to institutional accredited investors led by Fairmount, joined by a syndicate of biotechnology investors and additional institutional investors that the presentation does not name. Peter Harwin of Fairmount is joining the Alaunos board. The presentation names no placement agent, underwriter or financial advisor for the placement, and it names no counsel.
The presentation says the proceeds will mainly advance the Velaris pipeline. The milestones it lists are proof-of-concept data for VLR-199 and VLR-360, and initial regulatory filings for VLR-247 and VLR-258. The proceeds may also fund the legacy preclinical obesity program and general operations, and the company expects them to give cash runway into 2029.
The forward-looking statements in the same presentation refer to the company's $250 million financing, not $350 million. The presentation does not reconcile the two figures.
The Velaris pipeline
Velaris is a preclinical company developing treatments for pulmonary arterial hypertension and related conditions. The program table lists an IND or clinical trial application in the second half of 2027 for VLR-199 and VLR-360 and in the first half of 2028 for VLR-247, and also shows VLR-258, VLR-869 and VLR-6109.
The presentation says none of the company's product candidates has been evaluated in humans, and that it presents no clinical data for them. It targets the start of clinical development in 2027 and proof-of-concept data in 2028. Its risk statements cite dependence on Paragon Laboratories and other third parties, an acting management team serving in an interim capacity, and a need to raise substantial additional capital. Its market case for PAH rests on Winrevair, a Merck product with estimated peak sales of $8B or more. The presentation says those estimates are not independently verified.
The legacy company
Alaunos' annual report on Form 10-K, filed March 31, 2026, describes the company as preclinical and says it was previously a clinical-stage oncology cell therapy company. Its legacy obesity program, ALN1003, is a small molecule tested in two mouse studies that the 10-K calls non-GLP. It reports nominal p-values that are unadjusted for multiple comparisons.
The 10-K reports a net loss of $4.2 million for 2025, against $4.7 million for 2024, and an accumulated deficit of $924.6 million. Cash used in operations was $2.9 million in 2025, against $5.0 million in 2024. Year-end 2025 cash was $1.4 million. A quarterly report filed August 14, 2026 puts cash at $124,000 on June 30, 2026, before the Velaris deal closed.
What the documents leave open
The presentation is marked confidential and was furnished to a limited number of parties evaluating a possible transaction. It says the company has not independently verified its third-party market data. It gives no clinical results for the company's own products and no date for the placement's closing.
What comes next
The next milestones are the IND or clinical trial applications for VLR-199 and VLR-360 in the second half of 2027, the VLR-247 filing in the first half of 2028, and the proof-of-concept data for VLR-199 and VLR-360 that the proceeds are meant to fund.