Washington, DC 20549




(Rule 14a-101)



Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934



Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:


Preliminary Proxy Statement


Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


Definitive Proxy Statement


Definitive Additional Materials


Soliciting Material Pursuant to § 240.14a-12

Alaunos Therapeutics, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):


No fee required.


Fee paid previously with preliminary materials.


Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.




Your Vote Counts ALAUNOS THERAPEUTICS, INC. 2022 Annual Meeting Vote by June 12, 2022 11:59 PM ET ALAUNOS THERAPEUTICS, INC. ATTN: SECRETARY 8030 EL RIO STREET HOUSTON, TX 77054 You invested in ALAUNOS THERAPEUTICS, INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholder meeting to be held on June 13, 2022. Get informed before you vote View the Notice & Proxy Statement, Form 10-K online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 31, 2022. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit, (2) call 1-800-579-1639 or (3) send an email to If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. For complete information and to vote, visit Control # Smartphone users Point your camera here and vote without entering a control number Vote Virtually at the Meeting* June 13, 2022 9:00 AM EDT Virtually at: *Please check the meeting materials for any special requirements for meeting attendance.


Vote at THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters. Voting Items 1. Election of Directors Board Recommends Nominees: 01) Christopher Bowden 04) Robert W. Postma 07) Holger Weis 02) Kevin S. Boyle, Sr. 05) Mary Thistle 03) James Huang 06) Jaime Vieser 2. To ratify the selection by the audit committee of the board of directors of RSM US LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2022. 3. To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement. 4. To approve, if needed in the discretion of the Board, the amendment and restatement of the Company’s amended and restated certificate of incorporation to effect a reverse stock split at a ratio of 1-for-5 to 1-for-15, inclusive. 5. To approve an amendment to the Company’s amended and restated certificate of incorporation to increase the authorized number of shares of common stock from 350,000,000 shares to 420,000,000 shares. 6. To approve an adjournment of the meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal 4 and Proposal 5. NOTE: To transact any other business as may properly come before the meeting or any adjournments or postponements thereof. For Prefer to receive an email instead? While voting on, be sure to click “Sign up for E-delivery”