--- title: "Alaunos Therapeutics tells Nasdaq it falls short of audit committee rule" url: "https://aibio.space/news/alaunos-therapeutics-tells-nasdaq-falls-short-audit-committee-rule/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2025-07-02" section: "Listings" tickers: "NASDAQ:TCRT" source: "https://www.sec.gov/Archives/edgar/data/1107421/000095017025093263/tcrt-20250701.htm" summary: "Alaunos told Nasdaq on July 2, 2025 that its audit committee falls short of Listing Rule 5605(c). The shortfall came after chief executive Dale Curtis Hogu" --- By the aibio.space news desk. Sources - [Alaunos Therapeutics, Inc. Form 8-K filed July 2, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1107421/000095017025093263/tcrt-20250701.htm) - [Alaunos Therapeutics, Inc. Form 10-K filed March 31, 2025: business overview and signatures (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1107421/000095017025047758/tcrt-20241231.htm) [TCRT](https://aibio.space/companies/alaunos-therapeutics/) 2025-07-02 # Alaunos Therapeutics tells Nasdaq it falls short of audit committee rule after CEO change Tickers [TCRT](https://aibio.space/companies/alaunos-therapeutics/) Alaunos told Nasdaq on July 2, 2025 that its audit committee falls short of Listing Rule 5605(c). The shortfall came after chief executive Dale Curtis Hogue, Jr. resigned and director Holger Weis took over as CEO and left the committee. The company plans to use a 180-day grace period. ## Key facts - **Company**: Alaunos Therapeutics, Inc. (NASDAQ: TCRT) - **News type**: Listings - **Primary source**: [Alaunos Therapeutics, Inc. Form 8-K filed July 2, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1107421/000095017025093263/tcrt-20250701.htm) *The Capitol in autumn. CC0, via rawpixel. The picture shows the field, not the companies named.* Alaunos Therapeutics, Inc. told Nasdaq on July 2, 2025 that it no longer meets the exchange's audit committee requirement. The shortfall followed a change at the top of the company. The company reported both in a [Form 8-K filed July 2, 2025](https://www.sec.gov/Archives/edgar/data/1107421/000095017025093263/tcrt-20250701.htm), under Item 3.01 for listing notices and Item 5.02 for changes among officers and directors. ## The audit committee shortfall Under Item 3.01, the company says that Holger Weis's voluntary resignation as chairman of the Audit Committee and as a member of the Compensation Committee means it fails to meet Nasdaq continued listing requirements under Listing Rule 5605(c). That rule requires an audit committee of at least three members, each an independent director as defined in Rule 5605(a)(2). The company notified Nasdaq on July 2, 2025 that it was aware of the noncompliance. The company intends to rely on the 180-day grace period under Nasdaq rules 5605(c)(4) and 5605(d)(4) and appoint a new audit committee member within 180 days from July 2, 2025. The filing does not name a candidate. ## Two leadership changes in two days On July 1, 2025, Dale Curtis Hogue, Jr. notified the company that he was resigning from the board and from his position as chief executive officer, effective immediately. The 8-K says the departure was not due to any disagreement with the company. The same day, Hogue signed a consulting agreement, effective July 1, 2025, to keep providing strategic and advisory services until either party ends it. He will be paid a fixed $250 an hour, plus usual and customary expenses. On July 2, 2025, the board appointed Weis chief executive, effective that day. He continues as chair of the board. He steps down as chair of the audit committee and as a member of the compensation committee. The filing describes the audit committee exit alongside his appointment as chief executive, and it gives no separate reason for the exit. ## Who Weis is The 8-K describes Weis as 62 years old and a board member since December 2020. He is principal of Weis Advisors, Inc., a consulting firm for life science companies that he founded in April 2018. He was chief operating officer and chief financial officer of DemeRx, Inc. from December 2011 to July 2017, and its president from September 2014 to July 2017. He then consulted for DemeRx from July 2017 to April 2018. Earlier he was chief financial officer of EnSA Holdings, LLC and of NovaVision, Inc., and a senior manager at Ernst & Young from 1986 to 2000. He also sits on the board of Jupiter NeuroSciences, Inc. He holds a bachelor's degree in accounting from the University of Georgia and is a certified public accountant. The filing says he has no family relationship with any director or officer of the company. ## Pay terms and what is missing Under an employment agreement effective July 2, 2025, Weis will receive an annual base salary of $275,000. He was granted an option to buy 130,000 shares at $5.06 a share under the company's 2020 Equity Incentive Plan. One quarter vests immediately, and the remaining three quarters vest over three years in equal quarterly installments, with the first on October 2, 2025, if he is still employed. Unvested shares are forfeited when his employment ends. The 8-K says the consulting and employment agreements will be filed as exhibits to the quarterly report for the period ending June 30, 2025. The 8-K gives no cash position or net loss. The company's annual report for fiscal 2024 describes it as a preclinical stage obesity and metabolic health drug development company, based in Houston, Texas, working on a small molecule drug, ALN1001, and related candidates. The annual report calls the obesity program early stage and lists among its risks the need to raise substantial additional capital to continue as a going concern, and decreasing cash reserves that could push shareholder equity below the $2,500,000 required by Nasdaq Listing Rule 5550(b)(1). Melinda Lackey, of legal and administration, signed the 8-K for the company. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story TCRT Alaunos Therapeutics, Inc. 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Cite as: aibio.space, "Alaunos Therapeutics tells Nasdaq it falls short of audit committee rule", 2025-07-02, https://aibio.space/news/alaunos-therapeutics-tells-nasdaq-falls-short-audit-committee-rule/