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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Alaunos Therapeutics, Inc. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
98973P309 (CUSIP Number) |
08/21/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 98973P309 |
| 1 | Names of Reporting Persons
Strategic EP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
149,827.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Does not include 62,299 shares of Common Stock issuable upon exercise of pre-funded warrants. These pre-funded warrants contain a provision, which precludes the exercise of the pre-funded warrants to the extent that, following exercise, the Reporting Person would own more than 4.99% (or, at the election of the holder, 9.99%) of the Common Stock outstanding. On August 26, 2025, the Reporting Person and the Issuer entered into a Standstill Agreement, pursuant to which the Issuer agreed to permit the Reporting Person to exceed the 4.99% ownership limitation, subject to an increase up to 9.99% as permitted under the terms of the pre-funded warrant agreement. In connection with the Standstill Agreement, the Reporting Person agreed to waive any rights to engage in takeover-related activities or otherwise seek to influence or control the Issuer. The percentage is based on 2,205,716 shares of Common Stock outstanding as of August 20, 2025, as reported by the Issuer in its Form S-3 Registration Statement filed with the SEC on August 21, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Alaunos Therapeutics, Inc. | |
| (b) | Address of issuer's principal executive offices:
501 E. Las Olas Blvd., Suite 300, Fort Lauderdale, FL 33301 | |
| Item 2. | ||
| (a) | Name of person filing:
Strategic EP, LLC | |
| (b) | Address or principal business office or, if none, residence:
1050 Crown Pointe Parkway, Suite 500, Atlanta, GA 30338 | |
| (c) | Citizenship:
Delaware | |
| (d) | Title of class of securities:
Common Stock, $0.001 par value per share | |
| (e) | CUSIP No.:
98973P309 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
149,827 shares of Common Stock Does not include 62,299 shares of Common Stock issuable upon exercise of pre-funded warrants. These pre-funded warrants contain a provision, which precludes the exercise of the pre-funded warrants to the extent that, following exercise, the Reporting Person would own more than 4.99% (or, at the election of the holder, 9.99%) of the Common Stock outstanding. On August 26, 2025, the Reporting Person and the Issuer entered into a Standstill Agreement, pursuant to which the Issuer agreed to permit the Reporting Person to exceed the 4.99% ownership limitation, subject to an increase up to 9.99% as permitted under the terms of the pre-funded warrant agreement. In connection with the Standstill Agreement, the Reporting Person agreed to waive any rights to engage in takeover-related activities or otherwise seek to influence or control the Issuer. | |
| (b) | Percent of class:
6.8 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
149,827 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
149,827 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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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