Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Alaunos Therapeutics, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
98973P309 (CUSIP Number) |
Ross D. Carmel, Esq. Sichenzia Ross Ference Carmel LLP, 1185 Avenue of the Americas, 31st Floor New York, NY, 10036 2126580458 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/22/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. | 98973P309 |
| 1 |
Name of reporting person
PMGC CAPITAL LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 98973P309 |
| 1 |
Name of reporting person
PMGC Holdings Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
PMGC Holdings Inc. ("PMGC Holdings") is, as of the date of this Amendment No. 1, the sole member of PMGC Capital LLC ("PMGC LLC"). As of August 25, 2025 (please refer to Item 4 of this Amendment No. 1, below, for additional detail in relation to this date), the Reporting Persons are no longer beneficial owners or no longer may be deemed to be beneficial owners (as the case may be), of any shares of Common Stock of the Issuer.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
Alaunos Therapeutics, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
501 E LAS OLAS BLVD, SUITE 300, FORT LAUDERDALE,
FLORIDA
, 33301. | |
Item 1 Comment:
Explanatory Note Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 to Schedule 13D (this "Amendment No. 1") amends and supplements the Schedule 13D originally filed with the U.S. Securities and Exchange Commission (the "SEC") on May 14, 2025 (the "Original Schedule 13D"). This Amendment No. 1 ("Amendment No. 1") relates to the common stock, par value $0.001 per share ("Common Stock"), of Alaunos Therapeutics, Inc., a Delaware corporation (the "Issuer"), owned by PMGC Capital LLC and PMGC Holdings Inc. (PMGC Capital LLC and PMGC Holdings Inc., collectively, the "Reporting Persons") and is the final amendment to the Original Schedule 13D and an exit filing for the Reporting Persons. | ||
| Item 2. | Identity and Background | |
| (a) | This Amendment No. 1 to Schedule 13D is filed on behalf of PMGC Capital LLC ("PMGC LLC"). PMGC Holdings Inc. ("PMGC Holdings") is currently the sole member of PMGC LLC. Currently, PMGC Holdings no longer exercises any voting and dispositive control over the Common Stock previously beneficially owned by PMGC LLC. | |
| (b) | The principal business address of PMGC LLC is 120 Newport Center Drive, Ste. 249, Newport Beach, California 92660. | |
| (c) | PMGC LLC is a multi-strategy investment firm focused on direct investments, strategic lending, and acquiring undervalued companies and assets across diverse markets. PMGC LLC is a wholly-owned subsidiary of PMGC Holdings. | |
| (d) | During the last five years, neither PMGC LLC nor PMGC Holdings has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, neither PMGC LLC nor PMGC Holdings has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | PMGC LLC is organized under the laws of Nevada. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby replaced in its entirety as follows: Not applicable. This Amendment No. 1 reports the Transactions (as defined below). | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby replaced in its entirety as follows: Between June 16, 2025 and August 22, 2025, PMGC LLC sold all of Common Stock of the Issuer on the open market at prices ranging between $1.92 to $4.53 (such sales, in the aggregate, the "Transactions"). As of August 25, 2025, PMGC LLC's settlement date of the August 22, 2025 sales of the Issuer's Common Stock, the Reporting Persons are no longer beneficial owners or no longer may be deemed to be beneficial owners (as the case may be), of any shares of Common Stock. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Original Schedule 13D is hereby replaced in its entirety as follows: As of August 25, 2025, the Reporting Persons are no longer beneficial owners or no longer may be deemed to be beneficial owners (as the case may be), of any shares of Common Stock. | |
| (b) | Item 5(b) of the Original Schedule 13D is hereby replaced in its entirety as follows: As of August 25, 2025, the Reporting Persons are no longer beneficial owners or no longer may be deemed to be beneficial owners (as the case may be), of any shares of Common Stock. | |
| (c) | Item 5(c) of the Original Schedule 13D is hereby replaced in its entirety as follows: Between June 16, 2025 and August 22, 2025, PMGC LLC sold all of the Common Stock of the Issuer on the open market at prices ranging between $1.92 to $4.53. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| 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.
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