SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Fairmount Funds Management LLC (Last) (First) (Middle) 200 BARR HARBOR DRIVE SUITE 400 (Street) WEST CONSHOHOCKEN PA 19428 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/13/2026	3. Issuer Name and Ticker or Trading Symbol Alaunos Therapeutics, Inc. [ TCRT ] Foreign Trading Symbol
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	687,789	I	By Fairmount Healthcare Co-Invest VII L.P.(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(2)	(2)	Common Stock	105,286,000	(2)	I	By Fairmount Healthcare Fund II L.P.(1)
Series C Preferred Stock	(3)	(3)	Common Stock	52,239,000	(3)	I	By Fairmount Healthcare Fund II L.P.(1)
Series C Preferred Stock	(3)	(3)	Common Stock	16,725,000	(3)	I	By Fairmount Healthcare Co-Invest VII L.P.(1)

1. Name and Address of Reporting Person* Fairmount Funds Management LLC (Last) (First) (Middle) 200 BARR HARBOR DRIVE SUITE 400 (Street) WEST CONSHOHOCKEN PA 19428 (City) (State) (Zip)

1. Name and Address of Reporting Person* Fairmount Healthcare Fund II L.P. (Last) (First) (Middle) 200 BARR HARBOR DRIVE SUITE 400 (Street) WEST CONSHOHOCKEN PA 19428 (City) (State) (Zip)

1. Name and Address of Reporting Person* Fairmount Healthcare Co-Invest VII L.P. (Last) (First) (Middle) 200 BARR HARBOR DRIVE SUITE 400 (Street) WEST CONSHOHOCKEN PA 19428 (City) (State) (Zip)

1. Name and Address of Reporting Person* Kiselak Tomas (Last) (First) (Middle) 200 BARR HARBOR DRIVE SUITE 400 (Street) WEST CONSHOHOCKEN PA 19428 (City) (State) (Zip)

1. Name and Address of Reporting Person* Harwin Peter Evan (Last) (First) (Middle) 200 BARR HARBOR DRIVE SUITE 400 (Street) WEST CONSHOHOCKEN PA 19428 (City) (State) (Zip)

Explanation of Responses:

1. Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. and Fairmount Healthcare Co-Invest VII L.P. Peter Harwin and Tomas Kiselak are the managers of Fairmount. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.

2. Following stockholder approval of the conversion of Series B Preferred Stock into shares of Common Stock and an increase in the number of authorized shares of Common Stock, each share of Series B Preferred Stock will be convertible, at the option of the holder, into 1,000 shares of Common Stock, subject to certain limitations. The Series B Preferred Stock has no expiration date. Fairmount may not convert such shares if Fairmount, together with its affiliates, would beneficially own more than 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion.

3. Following stockholder approval of the conversion of Series C Preferred Stock into shares of Common Stock and an increase in the number of authorized shares of Common Stock, each share of Series C Preferred Stock will automatically convert into 1,000 shares of Common Stock, subject to certain limitations. The Series C Preferred Stock has no expiration date. Such shares will not convert to the extent that Fairmount, together with its affiliates, would beneficially own more than 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion.

Remarks:

Exhibit 24 - Power of Attorney ---- Fairmount, Fairmount Healthcare Fund II L.P. and Fairmount Healthcare Co-Invest VII L.P. may each be deemed a director by deputization of the Issuer by virtue of the fact that Peter Harwin serves on the board of directors of the Issuer and is a manager of Fairmount.

	/s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC	10/15/2026
	/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II L.P.	10/15/2026
	/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Co-Invest VII L.P.	10/15/2026
	/s/ Tomas Kiselak	10/15/2026
	/s/ Peter Harwin	10/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Exhibit 24

 

POWER OF ATTORNEY

 

Know all by these presents that the undersigned hereby constitutes and appoints each of Holger Weis, Ferdinand Groenewald, Ryan A. Murr, and Branden Berns, and any of their substitutes, signing singly, as the undersigned’s true and lawful attorney-in-fact to:

 

1.

execute for and on behalf of the undersigned, in the undersigned’s capacity as a director and/or officer of Alaunos Therapeutics, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

 

2.

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission and any securities exchange or similar authority; and

 

3.

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned also ratifies hereby any action previously taken by each such attorney-in-fact that would have been authorized by this Power of Attorney if it had been in effect at the time such action was taken. The undersigned acknowledges that each attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

 

This Power of Attorney shall remain in full force and effect until the earliest of: (a) the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact, or (c) as to any attorney-in-fact, individually, such attorney-in-fact is no longer employed by the Company or its subsidiaries or Gibson, Dunn & Crutcher LLP, as applicable.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of October 15, 2026.

 

 

/s/ Peter Harwin                            

Peter Harwin