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. Checkbox not checked

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).




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SCHEDULE 13D




Comment for Type of Reporting Person:
The securities include (i) 687,789 shares of common stock, par value $0.001 per share ("Common Stock"), and (ii) 171,000 shares of Common Stock issuable upon conversion of 171 shares of Series C Non-Voting Convertible Preferred Stock, par value $0.001 per share (the "Series C Preferred Stock"), held directly by Fairmount Healthcare Co-Invest VII L.P. ("Co-Invest") and exclude (i) 105,286,000 shares of Common Stock issuable upon conversion of 105,286 shares of Series B Non-Voting Convertible Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock"), held directly by Fairmount Healthcare Fund II L.P. ("Fund II"), (ii) 52,239,000 shares of Common Stock issuable upon conversion of 52,239 shares of the Series C Preferred Stock held directly by Fund II and (iii) 16,554,000 shares of Common Stock issuable upon conversion of 16,554 shares of Series C Preferred Stock held directly by Co-Invest. The conversion of the shares of Series B Preferred Stock and Series C Preferred Stock is each subject to a beneficial ownership limitation of 19.99% of the outstanding shares of Common Stock. The securities exclude shares of Common Stock issuable upon conversion of the shares of Series B Preferred Stock and Series C Preferred Stock in excess of such beneficial ownership limitations. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the shares of Common Stock, the beneficial ownership limitations with respect to the Series B Preferred Stock and Series C Preferred Stock will automatically reduce to 9.99%. Row 13 is based on 3,440,670 shares of Common Stock outstanding as of September 30, 2026, plus 687,789 shares of Common Stock issued in the Financing (as defined below).


SCHEDULE 13D




Comment for Type of Reporting Person:
The securities include 171,000 shares of Common Stock issuable upon conversion of 171 shares of Series C Preferred Stock held directly by Fund II and exclude (i) 105,286,000 shares of Common Stock issuable upon conversion of 105,286 shares of Series B Preferred Stock held directly by Fund II and (ii) 52,068,000 shares of Common Stock issuable upon conversion of 52,068 shares of the Series C Preferred Stock held directly by Fund II. The conversion of the shares of Series B Preferred Stock and Series C Preferred Stock is each subject to a beneficial ownership limitation of 19.99% of the outstanding shares of Common Stock. The securities exclude shares of Common Stock issuable upon conversion of the shares of Series B Preferred Stock and Series C Preferred Stock in excess of such beneficial ownership limitations. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the shares of Common Stock, the beneficial ownership limitations with respect to the Series B Preferred Stock and Series C Preferred Stock will automatically reduce to 9.99%. Row 13 is based on 3,440,670 shares of Common Stock outstanding as of September 30, 2026, plus 687,789 shares of Common Stock issued in the Financing.


SCHEDULE 13D




Comment for Type of Reporting Person:
The securities include (i) 687,789 shares of Common Stock and (ii) 171,000 shares of Common Stock issuable upon conversion of 171 shares of Series C Preferred Stock held directly by Co-Invest and exclude 16,554,000 shares of Common Stock issuable upon conversion of 16,554 shares of Series C Preferred Stock held directly by Co-Invest. The conversion of the shares of Series C Preferred Stock is subject to a beneficial ownership limitation of 19.99% of the outstanding shares of Common Stock. The securities exclude shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock in excess of such beneficial ownership limitation. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the shares of Common Stock, the beneficial ownership limitation with respect to the Series C Preferred Stock will automatically reduce to 9.99%. Row 13 is based on 3,440,670 shares of Common Stock outstanding as of September 30, 2026, plus 687,789 shares of Common Stock issued in the Financing.


SCHEDULE 13D




Comment for Type of Reporting Person:
The securities include (i) 687,789 shares of Common Stock and (ii) 171,000 shares of Common Stock issuable upon conversion of 171 shares of Series C Preferred Stock held directly by Co-Invest and exclude (i) 105,286,000 shares of Common Stock issuable upon conversion of 105,286 shares of Series B Preferred Stock held directly by Fund II, (ii) 52,239,000 shares of Common Stock issuable upon conversion of 52,239 shares of the Series C Preferred Stock held directly by Fund II and (iii) 16,554,000 shares of Common Stock issuable upon conversion of 16,554 shares of Series C Preferred Stock held directly by Co-Invest. The conversion of the shares of Series B Preferred Stock and Series C Preferred Stock is each subject to a beneficial ownership limitation of 19.99% of the outstanding shares of Common Stock. The securities exclude shares of Common Stock issuable upon conversion of the shares of Series B Preferred Stock and Series C Preferred Stock in excess of such beneficial ownership limitations. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the shares of Common Stock, the beneficial ownership limitations with respect to the Series B Preferred Stock and Series C Preferred Stock will automatically reduce to 9.99%. Row 13 is based on 3,440,670 shares of Common Stock outstanding as of September 30, 2026, plus 687,789 shares of Common Stock issued in the Financing.


SCHEDULE 13D




Comment for Type of Reporting Person:
The securities include (i) 687,789 shares of Common Stock and (ii) 171,000 shares of Common Stock issuable upon conversion of 171 shares of Series C Preferred Stock held directly by Co-Invest and exclude (i) 105,286,000 shares of Common Stock issuable upon conversion of 105,286 shares of Series B Preferred Stock held directly by Fund II, (ii) 52,239,000 shares of Common Stock issuable upon conversion of 52,239 shares of the Series C Preferred Stock held directly by Fund II and (iii) 16,554,000 shares of Common Stock issuable upon conversion of 16,554 shares of Series C Preferred Stock held directly by Co-Invest. The conversion of the shares of Series B Preferred Stock and Series C Preferred Stock is each subject to a beneficial ownership limitation of 19.99% of the outstanding shares of Common Stock. The securities exclude shares of Common Stock issuable upon conversion of the shares of Series B Preferred Stock and Series C Preferred Stock in excess of such beneficial ownership limitations. At such time as Fairmount and its affiliates beneficially own 9.0% or less of the shares of Common Stock, the beneficial ownership limitations with respect to the Series B Preferred Stock and Series C Preferred Stock will automatically reduce to 9.99%. Row 13 is based on 3,440,670 shares of Common Stock outstanding as of September 30, 2026, plus 687,789 shares of Common Stock issued in the Financing.


SCHEDULE 13D


 
Fairmount Funds Management LLC
 
Signature:/s/ Peter Harwin
Name/Title:Peter Harwin, Managing Member
Date:10/15/2026
 
Signature:/s/ Tomas Kiselak
Name/Title:Tomas Kiselak, Managing Member
Date:10/15/2026
 
Fairmount Healthcare Fund II L.P.
 
Signature:/s/ Peter Harwin
Name/Title:Peter Harwin, Managing Member
Date:10/15/2026
 
Signature:/s/ Tomas Kiselak
Name/Title:Tomas Kiselak, Managing Member
Date:10/15/2026
 
Fairmount Healthcare Co-Invest VII L.P.
 
Signature:/s/ Peter Harwin
Name/Title:Peter Harwin, Managing Member
Date:10/15/2026
 
Signature:/s/ Tomas Kiselak
Name/Title:Tomas Kiselak, Managing Member
Date:10/15/2026
 
Harwin Peter Evan
 
Signature:/s/ Peter Harwin
Name/Title:Peter Harwin
Date:10/15/2026
 
Kiselak Tomas
 
Signature:/s/ Tomas Kiselak
Name/Title:Tomas Kiselak
Date:10/15/2026

EXHIBIT 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, $0.001 par value per share, of Alaunos Therapeutics, Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filing.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

 

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

 

Date: October 15, 2026

 

FAIRMOUNT FUNDS MANAGEMENT LLC
     
By: /s/ Peter Harwin /s/ Tomas Kiselak
  Peter Harwin Tomas Kiselak
  Managing Member Managing Member
 
FAIRMOUNT HEALTHCARE FUND II L.P.
     
By: /s/ Peter Harwin /s/ Tomas Kiselak
  Peter Harwin Tomas Kiselak
  Managing Member Managing Member

 

FAIRMOUNT HEALTHCARE CO-INVEST VII L.P.
     
By: /s/ Peter Harwin /s/ Tomas Kiselak
  Peter Harwin Tomas Kiselak
  Managing Member Managing Member

 

 

  /s/ Peter Harwin
  Peter Harwin
   
  /s/ Tomas Kiselak
  Tomas Kiselak