PRELIMINARY PROXY STATEMENT DATED NOVEMBER 13, 2026 – SUBJECT TO COMPLETION

ALAUNOS THERAPEUTICS, INC.

501 E. Las Olas Blvd., Suite 300

Fort Lauderdale, FL 33301

(346) 355-4099

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held     , 2027

Notice is hereby given that a special meeting of stockholders (the “Special Meeting”) of Alaunos Therapeutics, Inc. (the “Company”) will be held virtually, via live webcast at      on     , 2027 at    a.m. Eastern Time. The purpose of the Special Meeting is the following:

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Only the Company’s stockholders of record at the close of business on     , 2026 will be entitled to vote at the Special Meeting and any adjournment or postponement thereof.

Your vote is important. Whether or not you are able to attend the Special Meeting, it is important that your shares be represented. It is important that you retain a copy of the control number found on the proxy card, voting instruction form or Notice, as such number will be required in order for stockholders to gain access to the virtual meeting. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to virtually attend the Special Meeting, by submitting your proxy via the Internet at the address listed on the proxy card or by signing, dating and returning the proxy card.

If you are a registered holder and have questions about your stock ownership, you may contact our transfer agent, Equiniti Trust Company, LLC, by email through its website at https://www.equiniti.com or by phone at (929) 502-2760. If you have any questions about submitting your proxy or require assistance, please contact our proxy solicitor, Innisfree M&A Incorporated (“Innisfree”):

Stockholders may call toll free: (877) 750-8310

Banks and Brokers may call collect: (212) 750-5833

Thank you for your ongoing support and continued interest in Alaunos Therapeutics, Inc.

Fort Lauderdale, Florida     , 2026

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YOUR VOTE IS IMPORTANT

WE CURRENTLY PLAN TO HOLD THE SPECIAL MEETING VIA LIVE WEBCAST. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, WE ENCOURAGE YOU TO VOTE AND SUBMIT YOUR PROXY BY INTERNET, TELEPHONE OR BY MAIL. FOR ADDITIONAL INSTRUCTIONS ON VOTING BY TELEPHONE OR THE INTERNET, PLEASE REFER TO YOUR PROXY CARD.

TO VOTE AND SUBMIT YOUR PROXY BY MAIL, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE SPECIAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE ONLINE DURING THE SPECIAL MEETING. IF YOU HOLD YOUR SHARES THROUGH AN ACCOUNT WITH A BROKERAGE FIRM, BANK OR OTHER NOMINEE, PLEASE FOLLOW THE INSTRUCTIONS YOU RECEIVE FROM YOUR ACCOUNT MANAGER TO VOTE YOUR SHARES.

IT IS IMPORTANT THAT YOU RETAIN A COPY OF THE CONTROL NUMBER FOUND ON THE PROXY CARD, VOTING INSTRUCTION FORM OR NOTICE, AS SUCH NUMBER WILL BE REQUIRED IN ORDER FOR STOCKHOLDERS TO GAIN ACCESS TO THE VIRTUAL MEETING.

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TABLE OF CONTENTS

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ALAUNOS THERAPEUTICS, INC.

501 E. Las Olas Blvd., Suite 300

Fort Lauderdale, FL 33301

(346) 355-4099

PROXY STATEMENT

SPECIAL MEETING OF STOCKHOLDERS

To Be Held on  , 2027

INFORMATION CONCERNING SOLICITATION AND VOTING

This proxy statement contains information about the Special Meeting of Stockholders of Alaunos Therapeutics, Inc. (the “Special Meeting”), which will be held virtually, via live webcast at on , 2027 at a.m. Eastern Time. The board of directors of Alaunos Therapeutics, Inc. (the “Board of Directors”) is using this proxy statement to solicit proxies for use at the Special Meeting. In this proxy statement, the terms “Alaunos,” “the Company,” “we,” “us,” and “our” refer to Alaunos Therapeutics, Inc. The mailing address of our principal executive offices is Corporate Secretary, Alaunos Therapeutics, Inc., 501 E. Las Olas Blvd., Suite 300, Fort Lauderdale, FL 33301.

All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the proxies will be voted in accordance with the recommendation of the Board of Directors with respect to each of the matters set forth in the accompanying Notice of Meeting. You may revoke your proxy at any time before it is exercised at the meeting by giving our corporate secretary written notice to that effect.

At the Special Meeting:

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After careful consideration, the Board of Directors has approved the proposals referred to above, and has determined that they are advisable, fair and in the best interests of Alaunos’ stockholders. Accordingly, the Board of Directors recommends that stockholders vote “FOR” each of the proposals set forth above.

Your vote is important. Whether or not you expect to virtually attend the Special Meeting, please vote by Internet or telephone following the instructions on the accompanying proxy card, or sign, date and promptly return the proxy card in the enclosed postage paid envelope to ensure that your shares will be represented and voted at the Special Meeting. If you hold your shares in “street name” through a broker, you should follow the procedures provided by your broker.

This proxy statement is dated      , 2026 and is first being mailed to stockholders on or about      , 2026.

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OVERVIEW

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

The following section provides answers to frequently asked questions about the Special Meeting. This section, however, only provides summary information. These questions and answers may not address all issues that may be important to you as a stockholder. You should carefully read this entire proxy statement, including each of the annexes.

When are this proxy statement and the accompanying materials scheduled to be sent to stockholders?

On or about    , 2026, we will begin mailing our proxy materials, including the Notice of the Special Meeting, this proxy statement and the accompanying proxy card or, for shares held in street name (i.e., held for your account by a broker or other nominee), a voting instruction form.

When and where will the Special Meeting take place?

We will be hosting the Special Meeting via live webcast only. The Special Meeting will be held virtually, via live webcast at    on   , 2027 at a.m. Eastern Time. Regardless of whether you are the “record holder” of your shares or your shares are held in street name, if you held your shares as of the close of business on   , 2026, you are welcome to attend the meeting. Stockholders may vote and submit questions while attending the Special Meeting online. The webcast will open 15 minutes before the start of the Special Meeting. In order to enter the Special Meeting, you will need the control number, which is included in the Notice or on your proxy card if you are a stockholder of record of shares of Common Stock, or included with your voting instruction card and voting instructions received from your broker, bank, or other agent if you hold shares of Common Stock in a “street name.” Instructions on how to attend and participate online are also available at    . Information on how to vote online at the virtual special meeting is discussed below.

Who is soliciting my vote?

The Board of Directors is soliciting your vote for the Special Meeting.

When is the record date for the Special Meeting?

The record date for determination of stockholders entitled to vote at the Special Meeting is the close of business on     , 2026 (the “record date”).

How many votes can be cast by all stockholders?

There were       shares of Common Stock outstanding on the record date, all of which are entitled to vote with respect to all matters to be acted upon at the Special Meeting. Each outstanding share of Common Stock is entitled to one vote on each matter considered at the Special Meeting, except as described below. On the record date, there were 105,286 shares of Series B Preferred Stock and 276,117 shares of Series C Preferred Stock issued and outstanding; however, the Series B Preferred Stock and Series C Preferred Stock are not entitled to vote on the matters being considered at the Special Meeting. Holders of our Series A-1 Convertible Preferred Stock and Series A-2 Convertible Preferred Stock are entitled to vote on an as-converted basis on a 1:1 ratio as Common Stock with holders of outstanding shares of Common Stock, voting together as a single class; however, we expect that all shares of Series A-1 Convertible Preferred Stock and Series A-2 Convertible Preferred Stock will be converted into shares of Common Stock before the record date as described in “Description of the Transactions—Share Repurchase and Voting Agreement.”

Of the shares of Common Stock issued and outstanding and entitled to vote, 687,789 shares of Common Stock were issued in the Financing (as described in “Description of the Transactions—Concurrent Financing Transaction” below) and are not entitled to vote on Proposal No. 1 for purposes of the listing rules of the Nasdaq Stock Market. We anticipate that these 687,789 shares of Common Stock will be voted in favor of Proposal No. 1 for purposes of adopting the proposal under Delaware law. However, to comply with Nasdaq rules, we will

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instruct the inspector of elections to conduct a separate tabulation that subtracts 687,789 shares from the total number of shares voted in favor of Proposal No. 1 to determine whether that proposal has been adopted in accordance with applicable Nasdaq rules.

How do I vote?

If you are a “stockholder of record,” meaning you have a stock certificate or hold your shares in an account with our transfer agent, Equiniti Trust Company, LLC, we are sending these proxy materials directly to you. As the stockholder of record, you have the right to direct the voting of your shares by voting over the Internet, by telephone, by returning your proxy by mail or by voting during the Special Meeting.

Over the Internet: To vote over the Internet, please follow the instructions on the enclosed proxy card for submitting your proxy electronically. If you vote over the Internet, you do not need to vote your proxy by telephone or by mail. You must specify how you want your shares voted or your Internet vote cannot be completed, and you will receive an error message. You must submit your Internet proxy before the polls close on      , 2027, for your proxy to be valid and your vote to count.

By Telephone: To vote by telephone, please follow the instructions provided on the proxy card. If you vote by telephone, you do not need to vote your proxy over the Internet or by mail. You must specify how you want your shares voted and confirm your vote at the end of the call or your telephone vote cannot be completed. You must submit your telephonic proxy before the polls close on      , 2027, the date of the Special Meeting, for your proxy to be valid and your vote to count.

By Mail: To vote by mail, you must sign and date the proxy card and then mail the proxy card in accordance with the instructions on the proxy card. If you vote by mail, you do not need to vote your proxy over the Internet or by telephone. Your proxy card must be received not later than the time the polls close on      , 2027 for your proxy to be valid and your vote to count. If you return your proxy card but do not specify how you want your shares voted on any particular matter, they will be voted in accordance with the recommendations of the Board of Directors.

At the Special Meeting: To vote during the Special Meeting, attend the Special Meeting by visiting      , where stockholders may vote and submit questions during the Special Meeting. The meeting starts at    a.m. Eastern Time. Please have your 16-Digit Control Number to join the Special Meeting. Instructions on how to attend and vote online during the Special Meeting, including how to demonstrate your stock ownership, are posted at           .

If your shares are held in “street name,” meaning your shares are held in an account at a bank or at a brokerage firm or other nominee holder, these proxy materials are being forwarded to you by your bank, broker or other nominee who is considered the stockholder of record for purposes of voting at the Special Meeting. As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote your shares and to participate in the Special Meeting. You should receive a proxy card and voting instructions with these proxy materials from that organization rather than from us. You will receive instructions from your bank, broker or other nominee explaining how you can vote your shares, whether they permit Internet or telephone voting, and what the deadlines for voting are. Follow the instructions from your bank, broker or other nominee included with these proxy materials, or contact your bank, broker or other nominee to request a proxy form. We encourage you to provide voting instructions to your bank, broker or other nominee by giving your proxy to them. This ensures that your shares will be voted at the Special Meeting according to your instructions.

How do I change my vote?

If you are a “stockholder of record,” you may revoke your proxy and change your vote at any time before the vote is taken at the Special Meeting. To do so, you must do one of the following:

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If your shares are held in “street name,” you may submit new voting instructions by contacting your broker or other nominee. If you hold your shares in street name and wish to vote at the meeting, you will need to obtain a “legal proxy” from your broker or other nominee in order to vote at the Special Meeting.

How is a quorum reached?

Our Second Amended and Restated By-Laws (the “Bylaws”) provide that the presence in person or by proxy of the holders of one-third (1/3) in voting power of all outstanding shares of stock entitled to vote at the Special Meeting shall constitute a quorum for the transaction of business at the Special Meeting. Virtual attendance at the Special Meeting constitutes presence in person for purposes of a quorum at the meeting.

Under the General Corporation Law of the State of Delaware (“DGCL”), shares that are voted “abstain” or “broker non-votes” (if any) are counted as present for purposes of determining whether a quorum is present at the Special Meeting. If a quorum is not present, the meeting may be adjourned until a quorum is obtained.

What proposals will be voted on at the Special Meeting?

There are eight proposals scheduled to be voted on at the meeting:

Why are we seeking approval for the redomestication to the Cayman Islands (the “Cayman Redomestication”)?

The Board of Directors believes that there are several reasons why the Cayman Redomestication is in the best interests of the Company and our stockholders. First, the Cayman Redomestication will eliminate our obligation to pay the annual Delaware franchise tax, which we expect will result in substantial savings over the long term. In addition, the Cayman Redomestication may help us attract and retain qualified management by reducing the

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risk of lawsuits being filed against the Company and our directors and officers. We believe that for the reasons described in this proxy statement, in general, Cayman Islands law will provide greater protection to us and our directors and officers than Delaware law. The Board of Directors believes that the Cayman Redomestication will give us more flexibility and predictability in various corporation transactions. For more information, please see the section titled “Proposal No. 4—Approval of the Redomestication of the Company” beginning on page 39 of this proxy statement. At the Special Meeting, our stockholders will be asked to approve the Advisory Organizational Documents Proposals in connection with the Cayman Redomestication. The stockholder votes regarding these proposals are advisory in nature, and are not binding on Alaunos and the Board of Directors. Furthermore, the Cayman Redomestication is not conditioned on the separate approval of the Advisory Organizational Documents Proposals (separate and apart from the approval of the Redomestication Proposal). Accordingly, regardless of the outcome of the Advisory Organizational Documents Proposals, Alaunos intends that the Cayman Articles will take effect at the Cayman Redomestication Effective Time. See “Proposal No. 5—Approval of the Advisory Organizational Documents Proposals.”

How will the Cayman Redomestication affect the rights of our stockholders?

Your rights as a stockholder currently are governed by Delaware law and the provisions of the Certificate of Incorporation and Bylaws. As a result of the Cayman Redomestication, you will become a shareholder of the Company with rights governed by Cayman Islands law and the provisions of the memorandum and articles of association, in the form attached as Annex D to this proxy statement, which differ in certain respects from your current rights. These important differences are discussed and summarized in this proxy statement under “Proposal No. 4—Approval of the Redomestication of the Company—Effects of the Cayman Redomestication—Comparison of Rights of Holders of the Delaware Corporation Capital Stock and the Cayman Company Share Capital” beginning on page 45 of this proxy statement.

What are the U.S. federal income tax considerations of the Cayman Redomestication to our stockholders?

Subject to the limitations and qualifications described in the section titled “Proposal No. 4—Approval of the Redomestication of the Company—U.S. Federal Income Tax Considerations of the Cayman Redomestication” beginning on page 69 of this proxy statement, we intend that the Cayman Redomestication qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). As a result, a U.S. Holder (as defined therein) of our stock will generally not recognize gain or loss upon the Cayman Redomestication. For a more detailed discussion of the U.S. federal income tax considerations of the Cayman Redomestication, see the section titled “Proposal No. 4—Approval of the Redomestication of the Company—U.S. Federal Income Tax Considerations of the Cayman Redomestication” beginning on page 69 of this proxy statement.

What vote is required to approve each item at the Special Meeting?

You may vote “for,” “against” or “abstain” on each of the proposals being placed before our stockholders. Under our Bylaws, any proposal other than an election of directors is decided by the affirmative vote of a majority in voting power of the shares of stock present in person or represented by proxy at the meeting and entitled to vote on such proposal, except as otherwise provided by applicable law, the rules and regulations of any stock exchange upon which our securities are listed, or by our Certificate of Incorporation or Bylaws.

Virtual attendance at the Special Meeting constitutes presence in person for purposes of each required vote.

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Do I Have Appraisal Rights?

Our stockholders are not entitled to dissenters’ or appraisal rights under the DGCL with respect to any of the proposals being voted on.

How is the vote counted?

If you are a stockholder of record, you have the right to direct the voting of your shares by voting over the Internet, by telephone, by returning your proxy or by voting during the Special Meeting. In contrast, if you are a beneficial owner and your shares are held in an account at a bank or at a brokerage firm or other nominee hold, you must tell your bank, broker or other nominee how you would like your shares to be voted, which you can do by following the instructions provided to you by the bank, broker or other nominee.

“Broker non-votes” occur when a beneficial owner of shares held in “street name” does not give instructions to the bank, broker or other nominee holding the shares as to how to vote. If your shares are held in “street name” and you do not give voting instructions to your broker, your broker or nominee may vote the shares with respect to matters that are considered to be “discretionary” (if any), but may not vote the shares with respect to “non-discretionary” matters. Where a broker does not have discretion to vote on a given proposal, the unvoted shares are considered “broker non-votes.” Broker non-votes, if any, and abstentions will be treated as shares present for the purpose of determining the presence of a quorum for the transaction of business at the Special Meeting. Broker non-votes, if any, will have no effect on Proposal Nos. 1, 2, 3, 4B, 5, 6, 7 and 8 and will have the effect of a vote “AGAINST” Proposal No. 4A. Abstentions will have no effect on Proposal Nos. 2, 3 and 4B and will have the effect of a vote “AGAINST” Proposal Nos. 1, 4A, 5, 6, 7 and 8.

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Who will count the vote?

The votes will be counted, tabulated and certified by an Inspector of Elections appointed by the Board of Directors.

How does the Board of Directors recommend that I vote on the proposals?

The Board of Directors recommends that you vote:

Who pays the cost for soliciting proxies?

We will pay the expenses of soliciting proxies. Following the original mailing of the soliciting materials, we and our agents, including directors, officers and other employees, without additional compensation, may solicit proxies by mail, electronic mail, telephone, facsimile, by other similar means, or in person. Following the original mailing of the soliciting materials, we will request brokers, custodians, nominees and other record holders to forward copies of the soliciting materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, we, upon the request of the record holders, will reimburse such holders for their reasonable expenses. If you choose to access the proxy materials and/or vote through the Internet, you are responsible for any Internet access charges you may incur. In addition, we have retained Innisfree at a fee of $   , plus certain out-of-pocket expenses, to act as our proxy solicitor in connection with the proposals to be acted upon at the Special Meeting. Pursuant to an agreement, Innisfree has agreed to solicit proxies from our stockholders on our behalf in connection with the Special Meeting. If you have any questions about submitting your proxy or require assistance, please contact Innisfree at:

Stockholders may call toll free: (877) 750-8310

Banks and Brokers may call collect: (212) 750-5833

How can I know the voting results?

We plan to announce preliminary voting results at the Special Meeting and will report the final results in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission (the “SEC”) within four business days following the Special Meeting.

Who can provide me with additional information and help answer my questions?

If you would like additional copies, without charge, of this proxy statement or if you have questions about the proposals being considered at the Special Meeting, including the procedures for voting your shares, you should contact Innisfree, toll free at (877) 750-8310.

Implications of Being a “Smaller Reporting Company”

We are a “smaller reporting company” as defined under Rule 405 of the Securities Act of 1933, as amended (the “Securities Act”), and, as such, have elected to comply with certain reduced public company reporting requirements. These reduced reporting requirements include reduced disclosure about our executive compensation arrangements.

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CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents incorporated by reference into this proxy statement, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding our ability to achieve the expected benefits or opportunities and related timing with respect to our acquisition of Velaris Therapeutics, Inc. (“Velaris”), our share utilization and equity plans, our future results of operations and financial position, business strategy, the length of time that we believe our existing cash resources will fund our operations, our market size, our potential growth opportunities, our preclinical and future clinical development activities, the efficacy and safety profile of our product candidates, the potential therapeutic benefits and economic value of our product candidates, the timing and results of preclinical studies and clinical trials, the expected impact of adverse macroeconomic conditions, including inflation, slower growth or recession, new or increased tariffs and other barriers to trade, changes to fiscal and monetary policy or government budget dynamics (particularly in the pharmaceutical and biotech areas), volatility in financial markets and other challenges in the global economy, and the receipt and timing of potential regulatory designations, approvals and commercialization of product candidates. The use of words such as, but not limited to, “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” and similar words and expressions are intended to identify forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, our clinical results and other future conditions. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements. We may not actually achieve the forecasts disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Such forward-looking statements are subject to a number of material risks and uncertainties including but not limited to those set forth under the caption “Risk Factors” in our most recent Quarterly Report on Form 10-Q filed with the SEC, as well as discussions of potential risks, uncertainties, and other important factors in our subsequent filings with the SEC. Any forward-looking statement speaks only as of the date on which it was made. Neither we, nor our affiliates, advisors or representatives, undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date hereof.

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DESCRIPTION OF THE TRANSACTIONS

Overview

On October 13, 2026, we acquired Velaris (the “Asset Acquisition”) pursuant to an Agreement and Plan of Merger, dated October 13, 2026 (the “Acquisition Agreement”), by and among the Company, Valkyrie Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“First Merger Sub”), Valkyrie Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Second Merger Sub”), and Velaris. Pursuant to the Acquisition Agreement, First Merger Sub merged with and into Velaris, pursuant to which Velaris was the surviving corporation and became a wholly owned subsidiary of the Company (the “First Merger”). Immediately following the First Merger, Velaris merged with and into Second Merger Sub, pursuant to which Second Merger Sub was the surviving entity and continued under the name “Velaris Therapeutics, LLC.” Unless context otherwise requires, references to our business in this proxy statement include the business of Alaunos and, prior to the Asset Acquisition, Velaris.

Velaris was founded by leading healthcare investor Fairmount Funds Management LLC (together with its affiliated funds, “Fairmount”). It was launched to research and develop fusion protein and antibody candidates discovered and initially developed on a preclinical basis by Paragon Laboratories, Inc. (“Paragon”), a biologics discovery engine affiliated with Fairmount. Prior to the Asset Acquisition, Velaris held options (collectively, the “Option”) to license intellectual property from Paragon with respect to its research programs pursuant to the Research Letter Agreement, by and between Velaris and Paragon, dated July 17, 2026 (the “Paragon Letter Agreement”), and the Fusion Protein Discovery and Option Agreement, dated as of October 13, 2026, by and between Velaris and Paragon (the “Paragon Option Agreement”), but did not own any intellectual property itself. Prior to the Asset Acquisition, Velaris had no assembled workforce, strategic management processes, facilities or operations that could be used to form a process and applied to inputs in order to create an integrated set of activities and assets to produce outputs. Without creating these processes themselves, market participants would not be capable of acquiring Velaris and producing outputs. In addition, Velaris never had any revenues and only had one non-monetary asset, its Option to in-license intellectual property pursuant to the Paragon Letter Agreement and the Paragon Option Agreement to identify, evaluate and develop one or more fusion protein and antibody candidates directed to certain mutually agreed therapeutic targets of interest to Velaris and pursuant to which Velaris would have the exclusive option to enter into separate license agreements with Paragon to develop, manufacture and commercialize the resulting antibodies with respect to a given target, subject to the conditions set forth in the Paragon Letter Agreement and the Paragon Option Agreement.

Given Velaris’ short operating history and highly limited research and development operations, we do not believe that the financial information set forth in Items 12 and 14 of Schedule 14A, with respect to Velaris, is material for our stockholders to exercise their prudent judgment with respect to the Conversion Proposal, the Authorized Share Increase Proposal, the Reverse Stock Split Proposal, the Redomestication Proposal, the Advisory Organizational Documents Proposals, the Equity Incentive Plan Proposal, the ESPP Proposal or the Adjournment Proposal. This information is therefore not included in this proxy statement.

All references to “our product candidates,” “our programs” and “our pipeline” in this proxy statement include the research programs with respect to which we have the option to acquire intellectual property license rights pursuant to the Paragon Letter Agreement and the Paragon Option Agreement, which we have assumed pursuant to the Asset Acquisition. As of the date of this proxy statement, we have not exercised the option under the Paragon Letter Agreement or the Paragon Option Agreement with respect to any research program or entered into any license agreement.

Acquisition of Velaris

The Asset Acquisition was structured as a stock-for-stock transaction pursuant to which all of Velaris’ outstanding equity interests were exchanged based on a fixed exchange ratio for aggregate merger consideration

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consisting of (i) 105,286 shares of Series B Preferred Stock (or 105,286,000 shares on an as-converted-to-Common Stock basis), issued to holders of Velaris preferred stock, and (ii) 33,054 shares of Series C Preferred Stock (or 33,054,000 shares on an as-converted-to-Common Stock basis), issued to holders of Velaris common stock, in addition to the assumption of outstanding and unexercised stock options under the Velaris Therapeutics, Inc. 2026 Equity Incentive Plan (the “Velaris Plan”), which were converted into options to purchase an aggregate of 972,431 shares of Common Stock. The Series B Preferred Stock and Series C Preferred Stock were each newly designated series of preferred stock and were intended to have economic rights equivalent to the Common Stock, but with only limited voting rights. The rights of the Series B Preferred Stock and Series C Preferred Stock are set forth in the Certificate of Designation of Preferences, Rights and Limitations of the Series B Non-Voting Convertible Preferred Stock (the “Series B Certificate of Designation”) and the Certificate of Designation of Preferences, Rights and Limitations of the Series C Non-Voting Convertible Preferred Stock (the “Series C Certificate of Designation”), respectively, that we filed with the Secretary of State of the State of Delaware. Please see “Description of Capital Stock—Series B Preferred Stock” and “Description of Capital Stock—Series C Preferred Stock” for a complete description of the rights of the Series B Preferred Stock and Series C Preferred Stock, respectively. The Transactions (as defined below) were approved by the Board of Directors and the board of directors and stockholders of Velaris. In connection with the execution of the Acquisition Agreement, we entered into stockholder support agreements (the “Support Agreements”) with certain of our officers and directors (together with affiliated entities), which collectively own an aggregate of approximately 8.0% of the outstanding shares of Common Stock. The Support Agreements provide that, among other things, each of the parties thereto has agreed to vote or cause to be voted all of the shares of our capital stock owned by such stockholder in favor of the Parent Stockholder Matters (as defined in the Acquisition Agreement) at the Special Meeting to be held in accordance therewith.

With respect to the Asset Acquisition, we determined that Alaunos was the acquiror for accounting purposes under ASC 805-10-25-4 and ASC 805-10-55-11. The primary factors considered were (a) the relative voting rights in the combined entity not resulting in a change of control, (b) legacy members of our board of directors maintained control of the board, and (c) the composition of senior management remained the same at the closing of the Transactions. Next, we considered whether the Asset Acquisition should be defined as a business under ASC 805. ASC 805-10-55-5A through 55-5C describe a screen test to determine whether an acquired set of assets and activities is not a business. We determined that substantially all (greater than 90%) of the fair value of the assets acquired were concentrated in a single asset, Velaris’s Option to license intellectual property rights related to certain of its programs pursuant to the Paragon Letter Agreement and the Paragon Option Agreement. Accordingly, we treated the Asset Acquisition as an asset acquisition for accounting purposes. Even if the transaction would have failed the screen test, Velaris lacked the financial resources to have inputs, processes, and outputs to constitute a business under ASC 805. Following the Asset Acquisition, we will need to invest in infrastructure and the continuing research and development being conducted under the Paragon Letter Agreement and the Paragon Option Agreement to be able to have any measurable outputs.

Concurrently and in connection with the execution of the Acquisition Agreement, certain of the executive officers and directors of Velaris and the Company who continue to serve following the closing of the Asset Acquisition entered into lock-up agreements with us (the “Lock-up Agreements”), pursuant to which each such individual will be subject to a 180-day lock-up on the sale or transfer of shares of Common Stock and preferred stock held by such individual at the closing of the Asset Acquisition, including those shares received by Velaris stockholders in the Asset Acquisition, subject to customary exceptions. The lock-up period will be extended if the resale registration statement described below has not been declared effective by the SEC prior to the end of such 180-day period.

Concurrent Financing Transaction

Concurrently with the Asset Acquisition, we entered into a definitive agreement (the “Securities Purchase Agreement”) for a PIPE investment with existing and new investors (the “Investors”), led by Fairmount Healthcare Fund II, L.P., a fund managed by Fairmount (the “Lead Investor”), to raise approximately

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$350 million (the “Financing” and, together with the Asset Acquisition, the “Transactions”) in which the Investors purchased an aggregate of (i) 687,789 shares of Common Stock at a price of $1.4357 per share and (ii) 243,063 shares of Series C Preferred Stock (or 243,063,000 shares on an as-converted-to-Common Stock basis) at a price of $1,435.70 per share of Series C Preferred Stock (or $1.4357 per share on an as-converted-to-Common Stock basis). Subject to the approval of the Conversion Proposal and the Authorized Share Increase (the “Stockholder Approval”), which will be voted on at the Special Meeting, each share of Series C Preferred Stock will automatically convert into 1,000 shares of Common Stock, subject to certain beneficial ownership limitations set by each holder. The closings of the Transactions were not subject to the approval of our stockholders. On an as-converted-to-Common Stock basis (excluding options and warrants) and after accounting for the Transactions, 385,531,459 shares of Common Stock were outstanding immediately following the closing of the Transactions.

On October 14, 2026, we entered into a Registration Rights Agreement (the “RRA”) with the Investors. Pursuant to the RRA, we are obligated to prepare and file a resale registration statement with the SEC within 30 calendar days following the closing of the Financing. The RRA also contains customary terms, including an obligation to indemnify the Investors and certain affiliates from certain liabilities relating to any misstatements or omissions in the resale registration statement. In connection with the Securities Purchase Agreement, we also entered into a letter agreement with the Lead Investor (the “PIPE Letter Agreement”), pursuant to which we agreed to comply with our obligations under the Acquisition Agreement relating to the reconstitution of the Board of Directors following stockholder approval of the Conversion Proposal, and not to amend those obligations or the director election rights of the Series B Preferred Stock, or take any action that would reasonably be expected to prevent, impede or delay such reconstitution, without the consent of the Lead Investor. The PIPE Letter Agreement also provides that, without the consent of the Lead Investor, we will not use the proceeds of the Financing to fund our legacy business in excess of agreed amounts, to redeem or repurchase shares of our capital stock or to repay indebtedness owed to our directors, officers or affiliates.

Share Repurchase and Voting Agreement

On October 13, 2026, we also entered into a Share Repurchase and Voting Agreement (the “Repurchase and Voting Agreement”) with Water Mill Asset Management Corp., Robert W. Postma and Jaime W. Vieser, the holders of all of our outstanding shares of Series A-1 Convertible Preferred Stock and Series A-2 Convertible Preferred Stock. Pursuant to the Repurchase and Voting Agreement, each such holder agreed to convert its shares of Series A-1 Convertible Preferred Stock and Series A-2 Convertible Preferred Stock into Common Stock prior to the record date for the Special Meeting (subject to the applicable beneficial ownership limitation), agreed to vote all shares of our capital stock held by it in favor of the Parent Stockholder Matters (as defined in the Acquisition Agreement) and granted us and the Lead Investor an irrevocable proxy to that effect, and waived any change-of-control or deemed liquidation payments to which it may otherwise have been entitled in connection with the Transactions. We agreed to repurchase all of the securities held by such holders two business days after the approval of the Conversion Proposal for an aggregate purchase price equal to the accreted value of such preferred stock (approximately $1.6 million in the aggregate if such approval is obtained prior to February 2027). The Repurchase and Voting Agreement terminates on April 13, 2027 if the Conversion Proposal has not been approved by that date. Messrs. Postma and Vieser are members of the Board of Directors. See “Proposal No. 1—Interests of Certain Parties.”

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BACKGROUND AND REASONS FOR THE TRANSACTIONS

Background of the Transactions

As part of the ongoing consideration and evaluation of its long-term prospects and strategies, the Board of Directors regularly reviews, together with our management team and outside advisors, strategic and financial alternatives in light of developments in our business, the sectors in which we compete, the economy generally and the financial markets, all with the goal of seeking to enhance stockholder value. As part of this process, from time to time, members of the Board of Directors, our management team and/or our advisors have engaged in business development and strategic discussions with industry participants and potential financing sources, in consultation with the Board of Directors. The following chronology is a summary description of the background of the Board of Directors’ exploration of strategic alternatives and the negotiations with respect to the Transactions, and does not purport to document every discussion or communication among representatives of the Company, Velaris, Fairmount, Paragon and other parties.

Strategic Reprioritization and Initial Strategic Review (2023–2025)

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Deteriorating Financial Position, Nasdaq Listing Deficiency and Alternative Proposal (January 2026–September 2026)

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Contacts with Velaris and Fairmount; Negotiation of the Transactions (September 2026–October 2026)

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Reasons for the Transactions

In approving the Transactions, the Board of Directors considered the pros and cons of the Transactions versus other alternatives, including significantly dilutive capital raises, continuing to focus our resources entirely on the Pre-Acquisition Assets, a sale or out-license of our legacy or current assets, liquidation and discontinuation of the Company, the Alternative Proposal, other potential business development opportunities reviewed by the Board of Directors and the opportunities and risks presented with the Transactions. In particular, the Board of Directors took into account the following reasons, facts and circumstances in approving the Transactions:

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The Board of Directors also considered a variety of risks and other potentially negative factors concerning the Transactions, including the following:

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The foregoing discussion of the factors considered by the Board of Directors is not intended to be exhaustive but includes the material factors considered. In view of the variety of factors considered, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors, and individual directors may have given different weights to different factors. After giving consideration to these and other factors, the Board of Directors approved the Transactions, which the Board of Directors believes better position us for long-term success.

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PROPOSALS

PROPOSAL NO. 1:

APPROVAL OF CONVERSION PROPOSAL

Overview

As described above, we issued 105,286 shares of Series B Preferred Stock and 33,054 shares of Series C Preferred Stock in the Asset Acquisition and 243,063 shares of Series C Preferred Stock in the Financing. Each of the Series B Preferred Stock and Series C Preferred Stock is intended to have rights that are generally equivalent to Common Stock, provided that the Series B Preferred Stock and Series C Preferred Stock do not have the right to vote on most matters (including the election of directors, other than the two Preferred Directors that the holders of the Series B Preferred Stock are entitled to elect, as described under “—Description of Series B Preferred Stock” below, or any Proposals herein). 105,286,000 shares of Common Stock and 276,117,000 shares of Common Stock are issuable upon conversion of the above-described shares of Series B Preferred Stock and Series C Preferred Stock, respectively, assuming the approval of Proposal No. 1 and subject to certain beneficial ownership limitations.

Subject to stockholder approval and certain beneficial ownership limitations set by each holder of Series B Preferred Stock and Series C Preferred Stock, each share of Series B Preferred Stock may, at the option of the holder, convert into 1,000 shares of Common Stock and each share of Series C Preferred Stock will automatically convert into 1,000 shares of Common Stock. This Proposal No. 1 would provide the necessary approval to permit such conversion.

Shares Issuable Upon Conversion

Set forth below is a table summarizing the issued and outstanding shares of Series B Preferred Stock and Series C Preferred Stock and the number of shares of Common Stock that are potentially issuable upon conversion of the Series B Preferred Stock and Series C Preferred Stock. The sale into the public market of the underlying Common Stock could materially and adversely affect the market price of our Common Stock.

Description of Series B Preferred Stock

Conversion. Following stockholder approval of this Proposal No. 1 and the Authorized Share Increase, effective as of 5:00 p.m. (Eastern time) on the third business day after the date on which both such stockholder approvals are received, each share of Series B Preferred Stock may, at the option of the holder, convert into 1,000 shares of Common Stock, subject to certain beneficial ownership limitations, including that a holder of Series B Preferred Stock is prohibited from converting shares of Series B Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (initially set by the holder to a number up to 19.99% and thereafter adjusted) of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.

Voting Rights. Except as otherwise required by law (e.g. voting on a change to the authorized shares of Series B Preferred Stock or the rights of such shares as required by DGCL) and the Series B Certificate of Designation, the Series B Preferred Stock does not have voting rights. However, as long as any shares of Series B Preferred Stock are outstanding, we will not, without the affirmative vote of the holders of a majority of the then outstanding shares of

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the Series B Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock, or alter or amend the Series B Certificate of Designation, amend or repeal any provision of, or add any provision to, the Certificate of Incorporation or our Bylaws, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of our Preferred Stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series B Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation, recapitalization, reclassification, conversion or otherwise, (b) issue further shares of Series B Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series B Preferred Stock, (c) at any time while at least 30% of the originally issued Series B Preferred Stock remains issued and outstanding, (i) consummate either (x) any Fundamental Transaction (as defined in the Series B Certificate of Designation) or (y) any merger or consolidation of the Company or other business combination in which our stockholders immediately before such transaction do not hold at least a majority of our capital stock immediately after such transaction, (ii) increase or decrease the size of the Board of Directors, (iii) adopt, amend or repeal any written delegation of authority, policy, corporate authority matrix or similar document, framework or schedule unless such adoption, amendment or repeal has been approved by the unanimous vote of the Board of Directors or (iv) terminate or replace the Company’s registered independent public accounting firm, independent compensation consultant or corporate counsel or (v) use any portion of the proceeds of the Financing to fund our legacy business in excess of the amounts contemplated by the Acquisition Agreement, to declare or pay any dividend or other distribution on, or to redeem or repurchase, any shares of our capital stock or to repay any indebtedness owed to any of our directors, officers or affiliates, or take any action that would constitute a material deviation from the operating plan contemplated by the Acquisition Agreement, (d) prior to the Stockholder Approval, amend, waive or modify the Acquisition Agreement in any manner that would be reasonably likely to prevent, impede or materially delay the Stockholder Approval, or (e) enter into any agreement with respect to any of the foregoing. In addition, from and after stockholder approval of the Conversion Proposal, for so long as at least 30% of the originally issued Series B Preferred Stock remains outstanding, the holders of the Series B Preferred Stock, voting as a separate class, will be entitled to elect two members of the Board of Directors (the “Preferred Directors”).

Dividends. Holders of Series B Preferred Stock are entitled to receive dividends on shares of Series B Preferred Stock equal, on an as-if-converted-to-Common Stock basis, and in the same form as dividends actually paid on shares of the Common Stock.

Liquidation and Dissolution. The Series B Preferred Stock ranks on parity with Common Stock upon any liquidation, dissolution or winding-up of Alaunos.

Reasons for Stockholder Approval. Our Common Stock is listed on the Nasdaq Capital Market, and, as such, we are subject to the applicable rules of the Nasdaq Stock Market LLC, including Nasdaq Listing Rule 5635(a), which requires stockholder approval in connection with the acquisition of another company if the Nasdaq-listed company will issue more than 20% of its common stock, and Nasdaq Listing Rule 5635(b), which requires stockholder approval prior to an issuance of securities that will result in a change of control. For purposes of Nasdaq Listing Rule 5635(a), the issuance of any Common Stock in the Transactions would be aggregated together. Thus, in order to permit the issuance of Common Stock upon conversion of the Series B Preferred Stock, we must first obtain stockholder approval of this issuance.

Beneficial Ownership Limitations; Change of Control. We are seeking stockholder approval of the issuance of Common Stock upon conversion of the Series B Preferred Stock and Series C Preferred Stock for purposes of Nasdaq Listing Rule 5635(b), including any change of control resulting therefrom, which generally prohibits Nasdaq-listed companies from issuing common stock to a stockholder in a transaction that would cause the holder to beneficially own more than 20% of the then-outstanding common stock (subject to certain exceptions). Assuming that Proposal No. 1 is approved, the Series B Preferred Stock will continue to have a beneficial ownership conversion limit that would prevent a stockholder from converting its shares if, as a result of such conversion, it would beneficially own a number of shares above its applicable conversion blocker (which cannot exceed 19.99% of the outstanding Common Stock).

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Interests of Certain Parties. Certain funds managed by Fairmount were stockholders of Velaris and received shares of Series B Preferred Stock in the Asset Acquisition, and purchased shares of Common Stock and Series C Preferred Stock in the Financing, whereas other Velaris stockholders received shares of Series C Preferred Stock in the Asset Acquisition. In connection with the Transactions, Peter Harwin, a Founding Partner of Fairmount, was appointed as our director, and the Lead Investor is entitled to designate three additional directors effective as of the time the Conversion Proposal is approved by our stockholders (the “Approval Time”). Mr. Harwin is also a director of Paragon, the counterparty to the Paragon Option Agreement, under which Paragon will receive two warrants, each to purchase a number of shares of Common Stock equal to 1.00% of our outstanding shares on a fully diluted basis. Funds affiliated with Fairmount, including the Lead Investor, received all 105,286 shares of Series B Preferred Stock issued in the Asset Acquisition and purchased 687,789 shares of Common Stock and 68,964 shares of Series C Preferred Stock in the Financing for an aggregate purchase price of approximately $100.0 million, and Paragon, together with an affiliate, received an aggregate of 26,322 shares of Series C Preferred Stock in the Asset Acquisition. Fairmount is also party to the PIPE Letter Agreement described under “Description of the Transactions—Concurrent Financing Transaction.” In addition to Fairmount, we consider Paragon and Palaris Holding LLC, an entity formed by Paragon as a vehicle to hold equity in Velaris (and, as a result of the Acquisition, us), to be related parties. In addition, Robert W. Postma and Jaime W. Vieser, members of the Board of Directors, and Water Mill Asset Management Corp., an entity affiliated with Mr. Postma, hold all of our outstanding shares of Series A-1 Convertible Preferred Stock and Series A-2 Convertible Preferred Stock and are parties to the Repurchase and Voting Agreement described under “Description of the Transactions—Share Repurchase and Voting Agreement,” pursuant to which we have agreed to repurchase the securities held by them following the Approval Time. Messrs. Postma and Vieser, together with Michael A. Jerman, have delivered resignations from the Board of Directors that will become effective at the Approval Time, at which time the three directors designated by the Lead Investor will be appointed. In addition, in connection with the Asset Acquisition and in lieu of any change of control, severance or similar payments or benefits that would otherwise have been payable in connection with the Asset Acquisition, the Board of Directors approved (i) a cash retention bonus of $206,250 for Holger Weis, our Chief Executive Officer, payable if the Company’s development of ALN1003 is completed by July 30, 2027 and Mr. Weis remains continuously employed through such date, and (ii) a cash retention bonus of $90,000 for Ferdinand Groenewald, our Vice President, Finance, payable if he continues to provide services through the filing of our Annual Report on Form 10-K for the fiscal year ending December 31, 2026 and our Quarterly Report on Form 10-Q for the quarter ending March 31, 2027, and on October 12, 2026 the compensation committee of the Board of Directors granted Mr. Weis and Mr. Groenewald options to purchase 50,000 and 10,000 shares of Common Stock, respectively, at an exercise price of $1.4357 per share, which vest on the same terms as the applicable retention bonus.

Description of Series C Preferred Stock

Conversion. Following stockholder approval of this Proposal No. 1 and the Authorized Share Increase, effective as of 5:00 p.m. (Eastern time) on the third business day after the date on which both such stockholder approvals are received, each share of Series C Preferred Stock will automatically convert into 1,000 shares of Common Stock, subject to certain beneficial ownership limitations, including that a holder of Series C Preferred Stock is prohibited from converting shares of Series C Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (initially set by the holder to a number up to 19.99% and thereafter adjusted) of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.

Voting Rights. Except as otherwise required by law (e.g. voting on a change to the authorized shares of Series C Preferred Stock or the rights of such shares as required by DGCL) and the Series C Certificate of Designation, the Series C Preferred Stock does not have voting rights. However, as long as any shares of Series C Preferred Stock are outstanding, we will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series C Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series C Preferred Stock, or alter or amend the Series C Certificate of Designation, amend or repeal any provision of, or add any provision to, the Certificate of Incorporation or our Bylaws, or file any articles of

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amendment, certificate of designations, preferences, limitations and relative rights of any series of our Preferred Stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series C Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation, recapitalization, reclassification, conversion or otherwise, (b) issue further shares of Series C Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series C Preferred Stock, (c) prior to the Stockholder Approval, amend, waive or modify the Acquisition Agreement in any manner that would be reasonably likely to prevent, impede or materially delay the Stockholder Approval or the automatic conversion of the Series C Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.

Dividends. Holders of Series C Preferred Stock are entitled to receive dividends on shares of Series C Preferred Stock equal, on an as-if-converted-to-Common Stock basis, and in the same form as dividends actually paid on shares of the Common Stock.

Liquidation and Dissolution. The Series C Preferred Stock ranks on parity with Common Stock upon any liquidation, dissolution or winding-up of Alaunos.

Reasons for Stockholder Approval. Our Common Stock is listed on the Nasdaq Capital Market, and, as such, we are subject to the applicable rules of the Nasdaq Stock Market LLC, including Nasdaq Listing Rule 5635(a), which requires stockholder approval in connection with the acquisition of another company if the Nasdaq-listed company will issue more than 20% of its common stock and Nasdaq Listing Rule 5635(b), which requires stockholder approval prior to an issuance of securities that will result in a change of control of the Nasdaq-listed company. For purposes of Nasdaq Listing Rule 5635(a), the issuance of any Common Stock in the Transactions would be aggregated together. Thus, in order to permit the issuance of Common Stock upon conversion of the Series C Preferred Stock, we must first obtain stockholder approval of this issuance.

Beneficial Ownership Limitations; Change of Control. As described above, we are seeking stockholder approval for purposes of Nasdaq Listing Rule 5635(b), including any change of control resulting therefrom. Assuming that Proposal No. 1 is approved, the Series C Preferred Stock will continue to have a beneficial ownership conversion limit that would prevent a holder from converting its shares if, as a result of such conversion, it would beneficially own a number of shares above its applicable conversion blocker (which cannot exceed 19.99% of the outstanding Common Stock).

THE BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF, UNDER APPLICABLE NASDAQ LISTING RULES, THE ISSUANCE OF SHARES OF COMMON STOCK UPON CONVERSION OF THE SERIES B PREFERRED STOCK AND SERIES C PREFERRED STOCK.

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PROPOSAL NO. 2:

APPROVAL OF AMENDMENT OF CERTIFICATE OF INCORPORATION TO EFFECT THE AUTHORIZED SHARE INCREASE

Overview

Our Certificate of Incorporation currently authorizes the issuance of 50,000,000 shares of Common Stock and 30,000,000 shares of preferred stock, par value $0.001 per share (“Preferred Stock”). As of November 12, 2026, we had 4,208,359 shares of Common Stock, 500 shares of Series A-1 Convertible Preferred Stock, 850 shares of Series A-2 Convertible Preferred Stock, 105,286 shares of Series B Preferred Stock, and 276,117 shares of Series C Preferred Stock issued and outstanding. In addition, as of September 30, 2026, (A) 219,400 shares of Common Stock have been reserved for issuance upon exercise of options granted and outstanding under the Alaunos Therapeutics, Inc. 2020 Equity Incentive Plan and the 2012 Equity Incentive Plan, and 484,156 shares of Common Stock remain available for future issuance thereunder, (B) 424,080 shares of Common Stock have been reserved for issuance upon the conversion of Series A-1 Convertible Preferred Stock and Series A-2 Convertible Preferred Stock, and (C) 972,431 shares of Common Stock have been reserved for issuance upon exercise of stock options assumed under the Velaris Plan. Subject to stockholder approval of Proposal No. 1 and the Authorized Share Increase, each share of Series B Preferred Stock may, at the option of the holder, convert into 1,000 shares of Common Stock, and each share of Series C Preferred Stock will automatically convert into 1,000 shares of Common Stock, requiring approximately 381,403,000 shares of Common Stock in the aggregate, which substantially exceeds the number of shares of Common Stock currently authorized. See “Proposal No. 1: Approval of Conversion Proposal.” In addition, we are obligated to issue to Paragon two warrants, each to purchase a number of shares of Common Stock equal to 1.00% of our outstanding shares on a fully diluted basis.

The Board of Directors has approved, subject to stockholder approval, an amendment to our Certificate of Incorporation to increase the number of authorized shares of Common Stock from 50,000,000 to 400,000,000 (the “Authorized Share Increase”). The Board of Directors has not approved an increase in the shares of Preferred Stock. The additional shares of Common Stock authorized by the Authorized Share Increase, if and when issued, would have the same rights and privileges as the shares of Common Stock previously authorized. A copy of the certificate of amendment for the Authorized Share Increase (the “Certificate of Amendment”) to the Certificate of Incorporation is attached hereto as Annex A. If the Conversion Proposal is approved and this Proposal No. 2 is approved and effected, we expect that approximately 13,143,454 shares of the total number of the Company’s authorized Common Stock will remain available for issuance or may be reserved for issuance. The foregoing does not consider the effects of the Reverse Stock Split, if approved, or any reservations of the Company’s Common Stock in connection with the Equity Incentive Plan Proposal or the ESPP Proposal.

The Board of Directors has recommended that the proposed Certificate of Amendment for the Authorized Share Increase be presented to our stockholders for approval.

Reasons for Stockholder Approval

On the record date,     shares of Common Stock were outstanding, out of the 50,000,000 authorized in our Certificate of Incorporation. The additional shares of Common Stock authorized by the Authorized Share Increase could be issued at the discretion of the Board of Directors from time to time for any proper corporate purpose, including, without limitation, the acquisition of other businesses, the raising of additional capital for use in our business, including in connection with the issuance and exercise of warrants, a split of or dividend on then outstanding shares or in connection with any employee stock plan or program. Except to the extent required by applicable law or regulation, any future issuances of authorized shares of Common Stock may be approved by the Board of Directors without further action by the stockholders. The availability of additional shares of Common Stock would be particularly important in the event that the Board of Directors needs to undertake any of the foregoing actions on an expedited basis in order to avoid the time and expense of seeking stockholder approval in connection with the contemplated issuance of Common Stock, where such approval might not otherwise be required.

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Although the Board of Directors will issue Common Stock only when required or when the Board of Directors considers such issuance to be in our best interests, the issuance of additional Common Stock may, among other things, have a dilutive effect on the earnings per share (if any) and on the equity and voting rights of our existing stockholders.

Additionally, the presence of such additional authorized but unissued shares of Common Stock could discourage unsolicited business combination transactions which might otherwise be desirable to stockholders. While it may be deemed to have potential anti-takeover effects, the proposed Authorized Share Increase is not prompted by any specific effort or takeover threat currently perceived by management. In addition, we do not have any plans to implement additional measures having anti-takeover effects. The Board of Directors believes that the benefits of providing it with the flexibility to issue shares without delay for any proper business purpose, including as an alternative to an unsolicited business combination opposed by the Board of Directors, outweigh the possible disadvantages of dilution and discouraging unsolicited business combination proposals and that it is prudent and in the best interests of stockholders to provide the advantage of greater flexibility which will result from the Authorized Share Increase.

Anti-Takeover and Dilutive Effects

The shares of Common Stock that are authorized but unissued provide the Board of Directors with flexibility to effect, among other transactions, public or private financings, including the issuance and exercise of warrants, acquisitions, stock dividends, stock splits and the granting of equity incentive awards. However, these authorized but unissued shares may also be used by the Board of Directors, consistent with and subject to its fiduciary duties, to deter future attempts to gain control of us or make such actions more expensive and less desirable. The Authorized Share Increase would continue to give the Board of Directors authority to issue additional shares from time to time without delay or further action by the stockholders except as may be required by applicable law or regulations. The Authorized Share Increase is not being recommended in response to any specific effort of which we are aware to obtain control of us, nor does the Board of Directors have any present intent to use the authorized but unissued Common Stock to impede a takeover attempt.

The Authorized Share Increase will increase the number of authorized shares of Common Stock and, as a result, the Board of Directors’ ability to issue authorized and unissued shares without further stockholder action. The issuance of additional shares of Common Stock may have a dilutive effect on earnings per share and relative voting power and may cause a decline in the trading price of our Common Stock. We could use the shares that are available for future issuance in dilutive equity financing transactions, or to oppose a hostile takeover attempt or delay or prevent changes in control or changes in or removal of management, including transactions that are favored by a majority of the stockholders or in which the stockholders might otherwise receive a premium for their shares over then-current market prices or benefit in some other manner. We may seek additional financing in the future. Other than the foregoing potential uses for our shares of Common Stock, we have no existing plans to issue any of the authorized, but unissued and unreserved shares, whether available as a result of the proposed Authorized Share Increase.

Except for our obligation to issue Common Stock upon the exercise or settlement of outstanding options and warrants, the conversion of the Series B Preferred Stock, Series C Preferred Stock, Series A-1 Convertible Preferred Stock and Series A-2 Convertible Preferred Stock and the issuance of warrants to purchase Common Stock to Paragon pursuant to the Paragon Option Agreement, we have no specific plan, commitment, arrangement, understanding or agreement, either oral or written, regarding the issuance of Common Stock subsequent to the Authorized Share Increase at this time, and we have not allocated any specific portion of the authorized number of shares to any particular purpose.

Procedure for Effecting the Authorized Share Increase

When and if the Board of Directors decides to implement the Authorized Share Increase, we will promptly file the Certificate of Amendment with the Secretary of State of the State of Delaware to amend our existing

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Certificate of Incorporation. The Authorized Share Increase will become effective on the date of filing the Certificate of Amendment. The text of the Certificate of Amendment is set forth in Annex A to this proxy statement. The text of the Certificate of Amendment is subject to modification to include such changes as may be required by the office of the Secretary of State of the State of Delaware and as the Board of Directors deems necessary and advisable to effect the Authorized Share Increase.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO EFFECT THE AUTHORIZED SHARE INCREASE.

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PROPOSAL NO. 3:

APPROVAL OF AMENDMENT OF CERTIFICATE OF INCORPORATION TO EFFECT THE REVERSE STOCK SPLIT

General

At the Special Meeting, our stockholders will be asked to approve an amendment to our Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of Common Stock at a ratio in the range of one new share for every two shares and one new share for every ten shares outstanding (or any number in between), to be determined by the Board of Directors, with the consent of the Lead Investor (the “Split Ratio”). The final Split Ratio and effectiveness of such amendment will be determined by the Board of Directors, with the consent of the Lead Investor, assuming this proposal is approved by our stockholders. On       , 2026, the Board of Directors adopted resolutions approving the proposed certificate of amendment to our Certificate of Incorporation in the form attached as Annex B to this proxy statement. If this certificate is filed with the Secretary of State of the State of Delaware, upon the effectiveness of such amendment (the “Reverse Stock Split Effective Time”), the issued and outstanding shares of Common Stock immediately prior to the Reverse Stock Split Effective Time will automatically without further action on the part of the Company be combined into a smaller number of shares in accordance with the final Split Ratio.

The Board of Directors, with the consent of the Lead Investor, may determine to effect the Reverse Stock Split, if it is approved by our stockholders, even if the other Proposals to be acted upon at the Special Meeting are not approved, including the Conversion Proposal.

By approving this Proposal No. 3, our stockholders will: approve an amendment to our Certificate of Incorporation pursuant to which any whole number of issued and outstanding shares of Common Stock, between and including two and ten, would be combined into one share of Common Stock and will authorize the Board of Directors to file such certificate of amendment, with the consent of the Lead Investor. As of the record date, 50,000,000 shares of Common Stock were authorized,      shares of Common Stock were outstanding and no shares of Common Stock were held in treasury.

All holders of Common Stock will be affected proportionately by the Reverse Stock Split. No fractional shares of Common Stock will be issued as a result of the Reverse Stock Split. Instead, our stockholders who otherwise would be entitled to receive fractional shares will be entitled to receive cash as set forth below under the caption “No Fractional Shares.” Each stockholder will hold the same percentage of the outstanding Common Stock immediately following the Reverse Stock Split as such stockholder did immediately prior to the Reverse Stock Split, except to the extent that the Reverse Stock Split results in such stockholder receiving cash in lieu of fractional shares.

Should the Company receive the required stockholder approval for this Proposal No. 3, and following such stockholder approval, the Board of Directors, with the consent of the Lead Investor, determines that effecting the Reverse Stock Split is in the best interests of the Company and its stockholders, the Reverse Stock Split will become effective as specified in the amendment filed with the Secretary of State of the State of Delaware.

The amendment filed thereby will contain the number of shares selected by the Board of Directors, with the consent of the Lead Investor, within the limits set forth in this Proposal No. 3 to be combined into one share of Common Stock. Accordingly, upon the effectiveness of the amendment to our Certificate of Incorporation, at the Reverse Stock Split Effective Time, every two to ten shares (or any number in between) of Common Stock outstanding immediately prior to the Reverse Stock Split Effective Time will be combined and reclassified into one share of Common Stock.

The proposed form of certificate of amendment to our Certificate of Incorporation to effect the Reverse Stock Split, as more fully described below, will effect the Reverse Stock Split but will not change the number of authorized shares of Common Stock or preferred stock, or the par value of Common Stock or preferred stock.

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A copy of the proposed form of certificate of amendment to our Certificate of Incorporation to effect the Reverse Stock Split is attached as Annex B to this proxy statement.

Notwithstanding approval of this Proposal No. 3 by our stockholders, the Board of Directors may, in its sole discretion, abandon the proposed amendments and determine prior to the effectiveness of any filing with the Secretary of State of the State of Delaware not to effect the Reverse Stock Split, as permitted under Section 242(c) of the DGCL.

Reasons for the Reverse Stock Split

The Board of Directors approved the proposal approving the amendment to our Certificate of Incorporation effecting the Reverse Stock Split for the following reasons:

Based on the recent trading prices of Common Stock, we currently estimate that a reverse stock split ratio of one new share for every two shares and one new share for every ten shares (or any number in between) would be required to increase the per-share market price to $4.00, which is the minimum initial listing price requirement of Nasdaq. The final Reverse Stock Split ratio will be determined by the Board of Directors, with the consent of the Lead Investor, prior to the Reverse Stock Split Effective Time based primarily on the then-current trading price of Common Stock and the objective of achieving a per-share price that (1) satisfies Nasdaq’s listing requirements and (2) provides an appropriate and sustainable per-share market price that we believe will better position the Company for long-term trading stability, investor interest and market visibility, taking into account prevailing market conditions and other relevant factors. Accordingly, the ratio effected is likely to be greater than the minimum necessary to satisfy Nasdaq’s listing standards.

Nasdaq Compliance

On April 9, 2026, we received notification from Nasdaq that we were not in compliance with the requirement to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(b)(1). On October 5, 2026, we received a notice from the Nasdaq staff that our securities were subject to delisting due to our continued non-compliance with the stockholders’ equity requirement unless we timely requested a hearing before the Nasdaq Hearings Panel, which we did. On October 22, 2026, we received a letter from Nasdaq advising that the Nasdaq staff had confirmed that we regained compliance with the stockholders’ equity requirement as a result of the completion of the Financing, that the matter is closed and that the hearing has been cancelled, and our Common Stock continues to be listed and traded on The Nasdaq Capital Market. The Board of Directors believes it is important to maintain liquidity in the stock by remaining listed on Nasdaq, and the Board of Directors believes that effecting the Reverse Stock Split will reduce the risk of a future failure to comply with the Nasdaq minimum bid price requirement for continued listing.

Potential Increased Investor Interest and Future Financings

On       , 2026, our Common Stock closed at $    per share. An investment in Common Stock may not appeal to brokerage firms that are reluctant to recommend lower priced securities to their clients. Investors may also be dissuaded from purchasing lower priced stocks because the brokerage commissions, as a percentage of the total transaction, tend to be higher for such stocks. Moreover, the analysts at many brokerage firms do not monitor the trading activity or otherwise provide research coverage of lower priced stocks. Also, the Board of Directors believes that most investment funds are reluctant to invest in lower priced stocks.

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If the Reverse Stock Split successfully increases the per share price of Common Stock, the Board of Directors also believes this increase may increase trading volume in Common Stock and facilitate future financings by the Company. One of the effects of the Reverse Stock Split will be to effectively increase the proportion of authorized shares which are unissued relative to those which are issued. This could result in the Company’s management being able to issue more shares without further stockholder approval. The Reverse Stock Split will not affect the number of authorized shares of the Company capital stock, which will continue to be authorized pursuant to our Certificate of Incorporation.

There are risks associated with the Reverse Stock Split, including that the Reverse Stock Split may not result in an increase in the per share price of Common Stock.

We cannot predict whether the Reverse Stock Split will increase the market price for Common Stock. The history of similar stock split combinations for companies in like circumstances is varied. There is no assurance that:

The market price of Common Stock will also be based on the performance of the Company and other factors, some of which are unrelated to the number of shares outstanding. If the Reverse Stock Split is effected and the market price of Common Stock declines, the percentage decline as an absolute number and as a percentage of the overall market capitalization of the Company may be greater than would occur in the absence of a Reverse Stock Split. Furthermore, the liquidity of Common Stock could be adversely affected by the reduced number of shares that would be outstanding after the Reverse Stock Split.

Principal Effects of the Reverse Stock Split

The Reverse Stock Split will be realized simultaneously for all shares of Common Stock and options and warrants to purchase shares of Common Stock outstanding immediately prior to the Reverse Stock Split Effective Time. The Reverse Stock Split will affect all holders of shares of Common Stock outstanding immediately prior to the Reverse Stock Split Effective Time uniformly and each such stockholder will hold the same percentage of Common Stock outstanding immediately following the Reverse Stock Split as that stockholder held immediately prior to the Reverse Stock Split, except for immaterial adjustments that may result from the treatment of fractional shares as described below. The Reverse Stock Split will not change the par value of Common Stock or Preferred Stock and will not reduce the number of authorized shares of Common Stock or Preferred Stock. Common Stock issued pursuant to the Reverse Stock Split will remain fully paid and nonassessable. Proportionate adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise, vesting or settlement of all outstanding options and warrants to purchase shares of Common Stock, to the number of shares of Common Stock issuable upon conversion of the Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock, Series B Preferred Stock and Series C Preferred Stock in accordance with the applicable certificates of designation, and the number of shares reserved for issuance pursuant to our existing equity incentive plans will be reduced proportionately based on the Split Ratio. The Reverse Stock Split will not affect the Company continuing to be subject to the periodic reporting requirements of the Exchange Act.

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Procedure for Effecting Reverse Stock Split and Exchange of Stock Certificates

If our stockholders approve the amendment to our Certificate of Incorporation effecting the Reverse Stock Split, the Lead Investor consents to the Reverse Stock Split, and the Board of Directors still believes that the Reverse Stock Split is in the best interests of the Company and its stockholders, we will file the amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware at such time as the Board of Directors has determined to be the appropriate Reverse Stock Split Effective Time. The Board of Directors, with the consent of the Lead Investor, may delay effecting the Reverse Stock Split without resoliciting stockholder approval. Beginning at the Reverse Stock Split Effective Time, each stock certificate representing pre-split shares will be deemed for all corporate purposes to evidence ownership of post-split shares.

As soon as practicable after the Reverse Stock Split Effective Time, our stockholders will be notified that the Reverse Stock Split has been effected. We expect that our transfer agent, Equiniti Trust Company, LLC, will act as exchange agent for purposes of implementing the exchange of stock certificates. Holders of pre-split shares will be asked to surrender to the exchange agent stock certificates representing pre-split shares in exchange for stock certificates (or book-entry positions) representing post-split shares in accordance with the procedures to be set forth in a letter of transmittal to be sent by the Company. No new certificates (or book-entry positions) will be issued to a stockholder until such stockholder has surrendered such stockholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent. Shares held in book-entry form will be automatically exchanged. Any pre-split shares submitted for transfer, whether pursuant to a sale or other disposition, or otherwise, will automatically be exchanged for post-split shares. Stockholders should not destroy any stock certificate(s) and should not submit any certificate(s) unless and until requested to do so.

No Fractional Shares

No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders of record who otherwise would be entitled to receive fractional shares because they hold a number of pre-split shares not evenly divisible by the number of pre-split shares for which each post-split share is to be reclassified, will be entitled, upon surrender to the exchange agent of certificates representing such shares, to a cash payment in lieu thereof at a price equal to the fraction of a share to which the stockholder would otherwise be entitled multiplied by the closing price of the Common Stock on Nasdaq on the date of the filing of the amendment to our Certificate of Incorporation effecting the Reverse Stock Split. For the foregoing purposes, all shares of Common Stock held by a holder will be aggregated (thus resulting in no more than one fractional share per holder). The ownership of a fractional interest will not give the holder thereof any voting, dividend or other rights except to receive payment therefor as described herein.

Stockholders should be aware that, under the escheat laws of the various jurisdictions where stockholders reside, where the Company is domiciled and where the funds will be deposited, sums due for fractional interests that are not timely claimed after the effective date of the split may be required to be paid to the designated agent for each such jurisdiction, unless correspondence has been received by the Company or the exchange agent concerning ownership of such funds within the time permitted in such jurisdiction. Thereafter, stockholders otherwise entitled to receive such funds will have to seek to obtain them directly from the state to which they were paid.

Potential Anti-Takeover Effect

Although the increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect, for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of the Board of Directors or contemplating a tender offer or other transaction for the combination of the Company with another company, the Reverse Stock Split Proposal is not being proposed in response to any effort of which the Company is aware to accumulate shares of Common Stock or obtain control of the Company, other than in connection with the Transactions, nor is

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it part of a plan by management to recommend a series of similar amendments to the Board of Directors and stockholders. Other than the proposals being submitted to our stockholders for their consideration at the Special Meeting, the Board of Directors does not currently contemplate recommending the adoption of any other actions that could be construed to affect the ability of third parties to take over or change control of the Company.

U.S. Federal Income Tax Considerations of the Reverse Stock Split

The following discussion is a summary of U.S. federal income tax considerations to U.S. Holders (as defined below) of Common Stock of the Reverse Stock Split. The discussion does not purport to be a complete analysis of all potential tax considerations. The considerations of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws, are not discussed. This discussion is based on the Code, Treasury Regulations promulgated under the Code, judicial decisions and published rulings and administrative pronouncements of the IRS, in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a U.S. Holder. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax considerations of the Reverse Stock Split.

This discussion is limited to a U.S. Holder that holds Common Stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax considerations relevant to a U.S. Holder’s particular circumstances, including without limitation the effect of the Medicare contribution tax on net investment income, the alternative minimum tax, or the special tax accounting rules under Section 451(b) of the Code. In addition, it does not address considerations relevant to U.S. Holders subject to special rules, such as:

If an entity or arrangement classified as a partnership for U.S. federal income tax purposes holds Common Stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership, and certain determinations made at the partner level. Accordingly, a partnership holding Common Stock and each partner in such partnership is urged to consult its tax advisor regarding the U.S. federal income tax considerations to it of the Reverse Stock Split.

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For purposes of this discussion, a “U.S. Holder” is any beneficial owner of Common Stock that, for U.S. federal income tax purposes, is or is treated as any of the following:

This discussion is for informational purposes only and is not tax advice. Each holder is urged to consult its tax advisor with respect to the application of the U.S. federal income tax laws to its particular situation as well as any tax considerations of the Reverse Stock Split arising under U.S. federal estate or gift tax laws, the laws of any state, local or non-U.S. taxing jurisdiction or any applicable income tax treaty.

Tax Consequences of the Reverse Stock Split

The proposed Reverse Stock Split is intended to qualify as a “recapitalization” for U.S. federal income tax purposes pursuant to Section 368(a)(1)(E) of the Code. As a result, a U.S. Holder generally should not recognize gain or loss upon the proposed Reverse Stock Split, except with respect to cash received in lieu of a fractional share of Common Stock, as discussed below. A U.S. Holder’s aggregate adjusted tax basis in the shares of Common Stock received pursuant to the proposed Reverse Stock Split should equal the aggregate adjusted tax basis of the shares of the Common Stock surrendered (excluding any portion of such basis that is allocated to any fractional share of Common Stock), and such U.S. Holder’s holding period in the shares of Common Stock received should include the holding period in the shares of Common Stock surrendered. U.S. Treasury Regulations provide detailed rules for allocating the tax basis and holding period of the shares of Common Stock surrendered to the shares of Common Stock received in a recapitalization pursuant to the proposed Reverse Stock Split.

Each U.S. Holder of shares of Common Stock acquired on different dates and at different prices is urged to consult its tax advisor regarding the allocation of the tax basis and holding period of such shares.

Cash in Lieu of Fractional Shares

A U.S. Holder that receives cash in lieu of a fractional share of Common Stock pursuant to the proposed Reverse Stock Split should recognize capital gain or loss in an amount equal to the difference between the amount of cash received and the U.S. Holder’s tax basis in the shares of Common Stock surrendered that is allocated to such fractional share of Common Stock. Such capital gain or loss should be long-term capital gain or loss if the U.S. Holder’s holding period for Common Stock surrendered exceeded one year at the effective time of the Reverse Stock Split.

Tax Reporting Regarding the Reverse Stock Split

Assuming the Reverse Stock Split qualifies as a recapitalization within the meaning of Section 368(a) of the Code, each U.S. Holder who receives shares of Common Stock in the Reverse Stock Split is required to retain permanent records pertaining to the Reverse Stock Split and make such records available to any authorized IRS officers and employees. Such records should specifically include information regarding the amount, basis, and fair market value of all transferred property and relevant facts regarding any liabilities assumed or extinguished as part of such reorganization. Each U.S. Holder who owned at least five percent (by vote or value) of the total

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outstanding stock of the Company or who owned securities in the Company with a basis of $1,000,000 or more is required to attach a statement to its tax returns for the year in which the Reverse Stock Split is consummated that contains the information listed in Treasury Regulations Section 1.368-3(b). Such statement must include the holder’s tax basis in the U.S. Holder’s Common Stock and the fair market value of such stock. Each U.S. Holder is urged to consult with its tax advisor to comply with these rules.

This discussion of U.S. federal income tax considerations of the Reverse Stock Split is for general information purposes only and is not intended to be, and should not be construed as, tax advice. Determining the actual tax consequences of the Reverse Stock Split to you may be complex and will depend on your specific situation and on factors that are not within the Company’s knowledge or control. Each holder is urged to consult its tax advisor with respect to the application of U.S. federal income tax laws to its specific situation as well as any tax considerations arising under the U.S. federal estate or gift tax rules or under the laws of any state, local, non-U.S. or other taxing jurisdiction.

Information Reporting and Backup Withholding

Payments of cash made in lieu of a fractional share of Common Stock may, under certain circumstances, be subject to information reporting and backup withholding. To avoid backup withholding, each holder of Common Stock that does not otherwise establish an exemption should furnish its taxpayer identification number and comply with the applicable certification procedures.

Backup withholding is not an additional tax. Any amounts withheld will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided the required information is timely furnished to the IRS. Holders of Common Stock should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

The conversion of the Series B Preferred Stock and Series C Preferred Stock is conditioned upon stockholder approval of the Conversion Proposal and the Authorized Share Increase, but is not conditioned upon the approval of the Reverse Stock Split Proposal. However, the Board of Directors, with the consent of the Lead Investor, may determine to effect the Reverse Stock Split, if it is approved by our stockholders, even if the other Proposals to be acted upon at the Special Meeting are not approved, including the Conversion Proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO EFFECT THE REVERSE STOCK SPLIT.

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PROPOSAL NO. 4:

APPROVAL OF THE REDOMESTICATION OF THE COMPANY

Overview

At the Special Meeting, our stockholders will be asked to approve (A) pursuant to the DGCL, the conversion of the Company from a corporation organized under the laws of the State of Delaware (the “Delaware Corporation”) to an exempted company incorporated under the laws of the Cayman Islands (the “Cayman Company”) and to adopt resolutions approving the redomestication (the “Cayman Redomestication Resolutions”) included as Annex E to this proxy statement (“Proposal No. 4A”) and (B) pursuant to the Companies Act (as defined below), the transfer by way of continuation of the Company from the Delaware Corporation to the Cayman Company and to adopt the Cayman Redomestication Resolutions and as a special resolution the Cayman Articles (as defined below) (“Proposal No. 4B”), as more fully described in this Proposal No. 4. The proposed redomestication of the Delaware Corporation to a Cayman Company pursuant to this Proposal No. 4 is referred to herein as the “Cayman Redomestication.”

Principal Terms of the Cayman Redomestication

If the Cayman Redomestication is approved by our stockholders, the Cayman Redomestication will be effected by the Company through a conversion pursuant to Section 266 of the DGCL, and the Cayman Company will continue its existence as an exempted company limited by shares under the Companies Act, as amended, of the Cayman Islands (the “Companies Act”), as set forth in the plan of conversion (the “Plan of Conversion”), included as Annex C to this proxy statement. Approval of the Redomestication Proposal will constitute approval of the Plan of Conversion.

Through the adoption of the Plan of Conversion, upon the Cayman Redomestication Effective Time:

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If our stockholders approve the Cayman Redomestication, the Company anticipates that the Cayman Redomestication will become effective as soon as practicable thereafter, upon the registration of the Company by way of continuation in the Cayman Islands and the issuance of a Certificate of Continuation by the Cayman Islands Registrar of Companies, coordinated with the effectiveness of the applicable Delaware filings (the “Cayman Redomestication Effective Time”).

The Cayman Redomestication may be delayed by the Board of Directors, or the Plan of Conversion may be terminated and abandoned by action of the Board of Directors, at any time prior to the Cayman Redomestication Effective Time, whether before or after the approval by our stockholders, if the Board of Directors determines for any reason that such delay or abandonment would be in the best interests of the Company and our stockholders, as the case may be. In addition, the Company may face legal challenges to the Cayman Redomestication, including, among others, stockholder challenges under Delaware law, seeking to delay or prevent the Cayman Redomestication.

Reasons for the Cayman Redomestication

The Board of Directors believes that there are several reasons the Cayman Redomestication is in the best interests of the Company and our stockholders. In particular, the Board of Directors believes that the Cayman Redomestication will allow the Company to take advantage of certain provisions of the corporate laws of the Cayman Islands.

The Cayman Redomestication will eliminate our obligation to pay the annual Delaware franchise tax, which the Company expects will result in substantial savings to the Company over the long term. For fiscal year 2025, the Company paid approximately $200,000 in Delaware franchise taxes. The Company anticipates that, if the Company remains a Delaware Corporation, for fiscal year 2026, our Delaware franchise taxes will be approximately $200,000 (based on the expected capital structure and assets of the Company).

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The Cayman Redomestication will potentially reduce the risk of opportunistic and frivolous stockholder demands and litigation for the Company and its directors and officers, which may allow our directors and officers to focus on our business and save it the cost of such demands and litigation. Within recent years, the increasing frequency and cost of claims directed towards directors and officers of Delaware corporations has expanded the risk facing directors and officers of public companies in exercising their duties. For example, from time to time, public companies respond to stockholder books and records inspection demands pursuant to Section 220 of the DGCL, purportedly seeking to investigate alleged mismanagement and wrongdoing, which, in turn, causes public companies to expend substantial legal fees and costs in responding to such demands, in addition to the time and distraction for the management team in gathering records and providing information to the company’s lawyers. Such stockholder demands and litigation can be time-consuming and burdensome, both for the directors and officers involved and other members of management and employees. If the Company were to be targeted by opportunistic and frivolous stockholder demands or lawsuits, the costs or other consequences of responding to or defending such claims could potentially be borne by our stockholders through, among other things, indemnification obligations, distraction to our management and employees, and increased insurance premiums. Although Section 220 of the DGCL was amended on March 25, 2025 (the “2025 DGCL Amendments”) to narrow the scope of such stockholder books and records inspection demands and increase the burden on stockholders for obtaining such records, the Board of Directors still expects fewer opportunistic and frivolous books and records inspection demands under Cayman Islands law as shareholders generally do not have statutory rights to inspect or obtain copies of the register of shareholders or other corporate records under the Companies Act.

The Cayman Redomestication will potentially provide our directors and officers with greater protection, which may help the Company attract and retain highly qualified management personnel. Delaware law permits a corporation to adopt provisions limiting or eliminating the liability of a director or an officer to a company and its stockholders for monetary damages for breach of fiduciary duty, provided that the liability does not arise from certain proscribed conduct, including breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law.

In most cases, under Cayman Islands law, the Cayman Company will be the proper plaintiff in any claim based on a breach of duty owed to it, and a claim against (for example) the Cayman Company’s directors or officers usually may not be brought by a shareholder. While derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions, they are less common relative to similar claims brought in Delaware pursuant to the Delaware law. In addition, Cayman Islands law does not specifically restrict a Cayman Islands exempted company from exculpating its directors or officers from liability for negligence or a breach of duty, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to limit liability against willful default, willful neglect, actual fraud or the consequences of committing a crime. Accordingly, the Cayman Redomestication is expected to protect directors or officers from direct claims by shareholders for a breach of the duty except in the limited circumstances permitted by Cayman Islands law. There is currently no known pending claim or litigation against any of our directors or officers for breach of fiduciary duty related to their service as directors or officers of the Company.

The Cayman Redomestication could also potentially provide the Company with greater flexibility to consider and engage in certain types of corporate transactions that might provide shareholders with an opportunity to realize greater value for their shares in the Company that the Board of Directors determines to be in the best interests of the Company. Although the 2025 DGCL Amendments restore the business judgment rule as the standard of review for corporate acts on transactions involving a controlling stockholder (other than going private transactions) approved by either a special committee of independent and disinterested directors or disinterested stockholders, such an approval may remain impractical in certain instances.

Cayman Islands law does not provide a list of statutory factors that directors and officers may consider in making takeover decisions or decisions in relation to corporate transactions. Under Cayman Islands law, in making

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decisions, directors are required to comply with their fiduciary duties to the company, including duties of loyalty, honesty, fidelity, good faith and acting in the best interests of the company. Directors must also act with skill, care and diligence with a standard measured against both objective and subjective tests.

As a result, the Cayman Redomestication may allow the Company to accomplish certain types of transactions with a reduced risk of litigation or a court overturning the business decisions of the Board of Directors, to the detriment of the Company and its shareholders.

No such transactions potentially implicating the entire fairness standard under Delaware law are currently being discussed or considered by the Board of Directors. Consequently, the Cayman Redomestication is not being proposed to prevent a change in control, or as a response to any present attempt known to the Board of Directors to acquire control of the Company or obtain representation on the Board of Directors.

The Acquisition Agreement requires that any redomestication of the Company provides that, from and after its effectiveness, (i) the Series B Preferred Stock and Series C Preferred Stock (to the extent then outstanding) will be converted into or continued as separate series of preference shares having terms substantially identical to those in the Series B Certificate of Designation and the Series C Certificate of Designation, with only such changes as are required by the laws of the Cayman Islands, (ii) for so long as the holders of the Series B Preferred Stock are entitled to elect the Preferred Directors, each Preferred Director will be entitled to three votes on each matter presented to the Board of Directors or any committee thereof, and (iii) the directors will be divided into three classes, designated Class I, Class II and Class III, with terms expiring at the first, second and third annual general meeting of shareholders, respectively, following the effectiveness of the redomestication. We may not effect a redomestication that does not satisfy these requirements without the prior written consent of the holders of Series B Preferred Stock and Series C Preferred Stock party to the Acquisition Agreement, who are third-party beneficiaries of this covenant in the Acquisition Agreement.

Certain Risks Associated with the Cayman Redomestication

Currently, we are governed by Delaware law, our Certificate of Incorporation and Bylaws, but upon effectiveness of the Cayman Redomestication, if approved, we will be governed by Cayman Islands law and the Cayman Articles, provisions of which may be considered to have anti-takeover implications.

Upon effectiveness of the Cayman Redomestication, if approved, our organizational documents will change and we and our organizational documents will be governed by Cayman Islands law rather than Delaware law. Provisions that will be included in the Cayman Articles may discourage, delay or prevent a merger, acquisition or other change in control of the Company that our shareholders may consider favorable, including transactions in which our ordinary shareholders might otherwise receive a premium price for their ordinary shares. These provisions could also limit the price that investors might be willing to pay in the future for our ordinary shares, thereby depressing the market price of our ordinary shares. In addition, because the Board of Directors will be responsible for appointing the members of our management team, these provisions may frustrate or prevent any attempts by our shareholders to replace or remove our current management by making it more difficult for our shareholders to replace members of the Board of Directors. Among other things, these provisions will:

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In addition, upon effectiveness of the Cayman Redomestication, the Cayman Series B Certificate of Designation relating to the Cayman Series B Preferred Shares (as defined below) may delay or prevent a change in control of the Company. At any time while at least 30% of the originally issued Cayman Series B Preferred Shares remain issued and outstanding, we may not (a) consummate (i) any Fundamental Transaction (as defined in the Cayman Series B Certificate of Designation) or (ii) any merger or consolidation of the Cayman Company with or into another entity or any share sale to, or other business combination in which the shareholders of the Cayman Company immediately before such transaction do not hold at least a majority of the share capital of the Cayman Company immediately after such transaction, (b) increase or decrease the size of the Board of Directors, (c) adopt, amend or repeal any written delegation of authority policy, corporate authority matrix or similar document, framework or schedule unless such adoption, amendment or repeal has been approved by the unanimous vote of the Board of Directors, (d) terminate or replace the Cayman Company’s registered independent public accounting firm, independent compensation consultant or corporate counsel or (e) use any portion of the proceeds of the Financing to fund the Parent Legacy Business in excess of the amounts contemplated by the Acquisition Agreement, to pay dividends, redeem or repurchase share capital or repay indebtedness owed to any director, officer or affiliate, or take any action that would constitute a material deviation from the Operating Plan (each as defined in the Cayman Series B Certificate of Designation).. This provision of the Cayman Series B Certificate of Designation may make it more difficult for us to enter into any of the aforementioned transactions, even potential change of control transactions that could offer a premium over the market value of the Company to the ordinary shareholders, as it would require the separate consent of the holders of a simple majority of the issued and outstanding Cayman Series B Preferred Shares.

Following the Cayman Redomestication, the two Preferred Directors elected by the holders of the Cayman Series B Preferred Shares will each be entitled to three votes on matters presented to the Board of Directors, which will give the holders of the Cayman Series B Preferred Shares the ability to control most decisions of the Board of Directors.

Upon the effectiveness of the Cayman Redomestication, and for so long as at least 30% of the originally issued Cayman Series B Preferred Shares remain issued and outstanding, the holders of the Cayman Series B Preferred Shares, voting as a separate class, will be entitled to elect two Preferred Directors, and each Preferred Director will be entitled to three votes on each matter presented to the Board of Directors or any committee thereof. Each other director will be entitled to one vote. As a result, assuming a Board of Directors of five members, the two Preferred Directors together will hold six of the nine votes (approximately 67%) on matters presented to the Board of Directors, and will therefore be able to approve any matter that requires the approval of a majority, or of two-thirds, of the votes of the directors, and to prevent the approval of any matter that requires a vote of more than two-thirds, without the vote of any other director. A Preferred Director serving on a committee of the Board of Directors may likewise be able to determine the outcome of the committee’s decisions.

The holders of the Cayman Series B Preferred Shares will have the ability to determine the identity of the Preferred Directors and, through the Preferred Directors, to exercise significant influence over, and in many cases to control, the decisions of the Board of Directors, including the appointment and removal of officers, the approval of financings, acquisitions and other strategic transactions, and the adoption of policies and budgets, regardless of the number of ordinary shares held by such holders and their affiliates and notwithstanding that the Cayman Series B Preferred Shares do not otherwise carry the right to vote on matters presented to shareholders. The interests of the holders of the Cayman Series B Preferred Shares and the Preferred Directors may differ from, or conflict with, the interests of our other shareholders. In addition, as described above, the Cayman Series

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B Certificate of Designation requires the approval of the holders of a majority of the Cayman Series B Preferred Shares for specified actions, including any increase or decrease in the size of the Board of Directors, so that the holders of the Cayman Series B Preferred Shares may be able to prevent changes to the composition of the Board of Directors. These rights may discourage or delay a change of control of the Company that other shareholders may consider favorable, may reduce the price that investors are willing to pay for our ordinary shares and may make it more difficult for our shareholders to replace members of the Board of Directors. Because these rights continue for so long as at least 30% of the originally issued Cayman Series B Preferred Shares remain outstanding, they may continue even if such holders hold a minority of our outstanding ordinary shares on an as-converted basis. All of the outstanding Series B Preferred Stock is currently held by funds affiliated with Fairmount.

Because the Cayman Articles designate the courts of the Cayman Islands as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders, this could limit your ability to obtain a favorable judicial forum for disputes with our company or our company’s directors, officers or other employees.

The Cayman Articles will provide that unless we consent in writing to the selection of an alternative forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with the Cayman Articles or otherwise related in any way to each of our shareholder’s shareholding, including but not limited to (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of any fiduciary or other duty owed by any of our current or former director, officer or other employee to us or our shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Companies Act or the Cayman Articles, or (iv) any action asserting a claim against us governed by the internal affairs doctrine (as such concept is recognized under the laws of the United States of America) and that each shareholder irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes. The forum selection provision in Cayman Articles will not apply to actions or suits brought to enforce any liability or duty created by the Securities Act, Exchange Act or any claim for which the federal district courts of the United States of America are, as a matter of the laws of the United States of America, the sole and exclusive forum for determination of such a claim.

The Cayman Articles will also provide that, without prejudice to any other rights or remedies that we may have, each of our shareholders acknowledges that damages alone would not be an adequate remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum and that accordingly we shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive forum.

This choice of forum provision may increase a shareholder’s cost and limit the shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. Any person or entity purchasing or otherwise acquiring any of our shares or other securities, whether by transfer, sale, operation of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and consented to these provisions. There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies’ memorandum and articles of association or other charter documents has been challenged in legal proceedings. It is possible that a court could find this type of provision to be inapplicable or unenforceable, and if a court were to find this provision in the Cayman Articles to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could have an adverse effect on our business and financial performance.

There can be no assurance that the Cayman Redomestication will result in all or any of the benefits described in this proxy statement, including the benefits of or resulting from the transfer by way of continuation of the Company under the Cayman Islands or the application of Cayman Islands law to the internal affairs of the Company.

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Effects of the Cayman Redomestication

The Cayman Redomestication will effect a change in the legal domicile of the Company and other changes, the most significant of which are described below. Following the Cayman Redomestication, the Company will be governed by the Companies Act instead of the DGCL, and the Company will be governed by the Cayman Articles. Approval of this Proposal No. 4 will constitute the approval and adoption of the Cayman Articles. Stockholders are also being asked, on a non-binding, advisory basis, to approve certain governance provisions of the Cayman Articles in Proposal No. 5. See “Proposal No. 5—Approval of the Advisory Organizational Documents Proposals.” The Certificate of Incorporation and the Bylaws will no longer be applicable following completion of the Cayman Redomestication.

The summaries below do not purport to be complete and are subject to, and qualified in their entirety by reference to, the Companies Act, the Cayman Articles, the DGCL, the Certificate of Incorporation and the Bylaws, which you should carefully read, together with this entire document and the other referenced documents for a more complete understanding of the differences between being a stockholder of the Delaware Corporation before the Cayman Redomestication and being a shareholder of the Cayman Company following the completion of the Cayman Redomestication. Copies of the Cayman Articles, the Cayman Series B Certificate of Designation (as defined below), Cayman Series C Certificate of Designation (as defined below), the Certificate of Incorporation, the Bylaws, the Delaware Series A Certificates of Designation (as defined below), the Delaware Series B Certificate of Designation (as defined below), the Delaware Series C Certificate of Designation (as defined below) and the form of certificate of amendment to effect the increase in the number of authorized shares of Common Stock described in Proposal No. 2 are included as Annex D, Annex F-1, Annex F-2, Annex G, Annex H, Annex I-1, Annex I-2, Annex I-3 and Annex A, respectively, to this proxy statement.

Comparison of Rights of Holders of the Delaware Corporation Capital Stock and the Cayman Company Share Capital

The Cayman Articles differ in many respects from the Certificate of Incorporation and Bylaws. The differences between the rights of stockholders of the Delaware Corporation under the Certificate of Incorporation and Bylaws and their rights as shareholders of the Cayman Company immediately after the Cayman Redomestication under the Cayman Articles are summarized below. The following summary gives effect to the proposed increase in the number of authorized shares of Common Stock described in Proposal No. 2.

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Comparison of Stockholder Rights under Delaware and Shareholder Rights under Cayman Islands Law

The Companies Act and the common law of the Cayman Islands are similar in many respects to the statutory corporate laws of Delaware, as governed by the DGCL. However, there are certain differences that may affect the rights of a stockholder or shareholder of the Company, as well as the corporate governance of the Company. The following are brief summaries of material differences between the current rights of stockholders of the Delaware Corporation under the DGCL and the rights of shareholders of the Cayman Company following completion of the Cayman Redomestication under the Companies Act. This section does not include a complete description of all differences among such rights, nor does it include a complete description of such rights.

Increasing or Decreasing Authorized Capital Stock or Share Capital

Under Delaware law, stockholders must approve an amendment to the corporation’s charter to increase or decrease the number of authorized shares in accordance with the provisions of the applicable statute.

Under Cayman Islands law, the memorandum and articles of association of a Cayman Islands exempted company sets the authorized share capital. Any changes made to the authorized share capital of a Cayman Islands exempted company will require an ordinary resolution and any amendment to the memorandum and articles of association of a Cayman Islands exempted company will require a special resolution.

Classified Board of Directors

The DGCL permits any Delaware corporation to classify its board of directors into as many as three classes with staggered terms of office. If this is done, the stockholders elect only one class each year and each class would have a term of office of three years. While the Companies Act does not provide for the classification of directors into classes with staggered terms of office, Cayman Islands law allows companies to implement a classified board structure through their articles of association. The Cayman Articles provide for a classified board of directors divided into three classes with staggered three-year terms.

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Cumulative Voting

Under Delaware law, cumulative voting for directors entitles each stockholder to cast a number of votes that is equal to the number of voting shares held by such stockholder, multiplied by the number of directors to be elected, and to cast all such votes for one nominee or distribute such votes among up to as many candidates as there are positions to be filled. Cumulative voting may enable a minority stockholder or group of stockholders to elect at least one representative to the board of directors where such stockholders would not be able to elect any directors without cumulative voting.

Although the DGCL does not generally grant stockholders cumulative voting rights, a Delaware corporation may provide in its certificate of incorporation for cumulative voting in the election of directors.

The Companies Act does not provide for cumulative voting as a mechanism for electing directors and if a Cayman Islands exempted company wants to allow cumulative voting, this must be explicitly set out in its articles of association.

The Certificate of Incorporation does not provide for cumulative voting in the election of directors. Similarly, the Cayman Articles do not provide for cumulative voting.

Vacancies

Under the DGCL, subject to the certificate or articles of incorporation, bylaws, memorandum and articles of association and the rights of any holders of any outstanding series of preferred stock, vacancies on the board of directors, including those resulting from any increase in the authorized number of directors, may be filled by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum. Any director so appointed will hold office for the remainder of the term of the director no longer on the board.

Under Cayman Islands law, there is no statutory rule governing how board of director vacancies may be filled. Instead, the process is governed by a Cayman Islands exempted company’s articles of association, which generally give the remaining directors discretion to appoint a replacement until the next annual meeting or for the remainder of the term.

Removal of Directors

Under the DGCL, the holders of a majority of shares of each class entitled to vote at an election of directors may vote to remove any director or the entire board without cause unless (i) the board is a classified board, in which case directors may be removed only for cause, or (ii) the corporation has cumulative voting, in which case, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against their removal would be sufficient to elect him or her. Subject to the rights of the holders of any series of Preferred Stock, directors may be removed with or without cause by the affirmative vote of the holders of a majority of the outstanding shares of capital stock of the Delaware Corporation then entitled to vote at an election of directors.

Under Cayman Islands law, there is no statutory right for shareholders to remove directors. Instead, the removal process is governed by a Cayman Islands exempted company’s articles of association. Under the Cayman Articles, subject to the rights and restrictions of holders of any series of preferred shares to remove directors specified by the Cayman Articles or any certificate of designation, any director may be removed from office only for cause, by a special resolution.

Fiduciary Duties and Business Judgment

Under Delaware law, members of the board of directors or any committee designated by the board of directors are entitled to rely in good faith upon the records of the corporation and upon such information, opinions, reports and statements presented to the corporation by corporate officers, employees, committees of the board of directors or other persons as to matters such member reasonably believes are within such other person’s

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professional or expert competence, provided that such other person has been selected with reasonable care by or on behalf of the corporation. Such appropriate reliance on records and other information protects directors from liability related to decisions made based on such records and other information.

Under Cayman Islands law, directors owe fiduciary duties to the company, including duties of loyalty, honesty, fidelity, good faith and acting in the best interests of the company. Directors must also act with skill, care and diligence with a standard measured against both objective and subjective tests.

Similar to Delaware law, Cayman Islands law permits directors to rely on information, opinions, reports and statements prepared by officers, employees, committees or professional advisors, provided such reliance is reasonable and made in good faith. While Cayman Islands law does not have a statutory business judgment rule, as a matter of Cayman Islands law, a director is under a general fiduciary duty to avoid conflicts of interest and Cayman Islands courts will generally defer to directors’ decisions if made in good faith, for a proper purpose and without conflicts of interest.

Flexibility for Decisions, Including Takeovers

The DGCL does not provide a list of statutory factors that corporate directors and officers may consider in making takeover decisions. Instead, in a number of cases and in certain situations, Delaware law has been interpreted to provide that fiduciary duties require directors to accept an offer from the highest bidder regardless of the effect of such sale on the corporate constituencies other than the stockholders.

Cayman Islands law does not provide a list of statutory factors that directors and officers may consider in making takeover decisions.

Limitation on Personal Liability of Directors and Officers

The DGCL by way of statutory provisions or permitted provisions in corporate charter documents, eliminate or limit the personal liability of directors and officers to the corporation and their stockholders for monetary damages for breach of a director’s fiduciary duty.

The DGCL permits corporations to adopt charter provisions exculpating directors from monetary liability to the corporation and its stockholders for breaches of the directors’ duty of care, but the statute precludes liability limitation for breach of the duty of loyalty, acts or omissions not in good faith or involving intentional misconduct and for paying dividends or repurchasing stock out of other than lawfully available funds. With respect to a corporation’s most senior officers namely, the chief executive officer, president, chief financial officer, chief operating officer, chief legal officer, controller, treasurer and chief accounting officer, as well as any other persons identified as “named executive officers” in a public company’s most recent SEC filings or who otherwise consent to jurisdiction under Delaware’s long-arm statute applicable to directors and officers of Delaware corporations the DGCL authorizes similar limitations of liability, but only in connection with direct claims brought by stockholders, including class actions. The DGCL does not, however, authorize a limitation on liability of officers for breach of fiduciary duty arising out of claims brought by the corporation itself or for derivative claims brought by stockholders in the name of the corporation.

Cayman Islands law does not specifically restrict a Cayman Islands exempted company from exempting its directors or officers from liability for negligence or a breach of duty or a breach of trust, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to limit liability against willful default, willful neglect, actual fraud or the consequences of committing a crime.

Under Cayman Islands law, in most cases, the Cayman Company will be the proper plaintiff in any claim based on a breach of duty owed to it, and a claim against (for example) the Cayman Company’s directors or officers usually may not be brought by a shareholder. However, based on both Cayman Islands and English authorities,

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which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which: a company is acting, or proposing to act, illegally or beyond the scope of its authority; the act complained of, although not beyond the scope of the authority, could only be effected if duly authorized by more than the number of votes which have actually been obtained; or those who control the company are perpetrating a “fraud on the minority.” In those instances, a shareholder may have a direct right of action against the Cayman Company where the individual rights of that shareholder have been infringed or are about to be infringed.

Indemnification

The DGCL has statutory mechanisms that permit corporations to indemnify directors, officers, employees and agents in similar circumstances.

In suits that are not brought by or in the right of the corporation, the DGCL’s statutory indemnification mechanisms permit a corporation to indemnify current and former directors, officers, employees and agents for attorneys’ fees and other expenses, judgments and amounts paid in settlement that the person actually and reasonably incurred in connection with the action, suit or proceeding. The person seeking indemnity may recover under these statutory provisions as long as they acted in good faith and believed their actions were either in the best interests of or not opposed to the best interests of the corporation.

In derivative suits brought in connection with a Delaware corporation, a corporation may indemnify its directors, officers, employees or agents for expenses that the person actually and reasonably incurred. A corporation may not indemnify a person if the person was adjudged to be liable to the corporation unless a court otherwise orders.

Under the statutory indemnification mechanism in Delaware law, no corporation may indemnify a party unless it decides that indemnification is proper. Under the DGCL, the corporation through its stockholders, directors or independent legal counsel will determine whether the conduct of the person seeking indemnity conformed to the statutory provisions governing indemnity.

The Companies Act does not restrict the authority of a Cayman Islands exempted company to indemnify its directors, officers, employees or agents, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime. The Cayman Articles provide for indemnification for every director and officer of the Cayman Company.

Advancement of Expenses

The DGCL provides that expenses incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of such director or officer to repay the amount if it is ultimately determined that they are not entitled to be indemnified by the corporation as authorized under the DGCL. A Delaware corporation has the discretion to decide whether or not to advance such defense expenses, unless its certificate of incorporation or bylaws provide for mandatory advancement.

Cayman Islands law does not restrict the authority of a Cayman Islands exempted company to advance expenses incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding, but there is no statutory provision expressly requiring or governing advancement of expenses. Instead, the ability to advance expenses is typically addressed in a Cayman Islands exempted company’s articles of association. The Cayman Articles provide for expense advancement provisions for Indemnified Persons.

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Director Compensation

Neither the DGCL nor the Companies Act has a specific statute governing either the establishment of director compensation, or the fairness of director compensation. The Board of Directors after the Cayman Redomestication will establish the compensation of its directors.

Action by Written Consent of Directors

The DGCL provides that, unless the certificate or articles of incorporation or the bylaws provide otherwise, any action required or permitted to be taken at a meeting of the directors or a committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent to the action in writing.

The Companies Act does not prescribe rules for the written consent of directors and the process is governed by a Cayman Islands exempted company’s articles of association which typically allows board decisions to be made by unanimous written consent in lieu of a meeting of the board of directors.

Neither the Certificate of Incorporation nor the Bylaws, nor the Cayman Articles, limit the type or nature of a board action taken by consent in writing or by electronic transmission. A resolution in writing or by electronic transmission passed by the directors of the Cayman Company will be required to be executed by all the directors or committee thereof, entitled to receive notice of meetings of directors or committee thereof.

Actions by Written Consent of Stockholders and Shareholders

The DGCL provides that, unless the certificate of incorporation provides otherwise, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if the holders of outstanding stock having at least the minimum number of votes that would be necessary to authorize or take the action at a meeting of stockholders at which all shares entitled to vote thereon were present and voted, consent to the action in writing. In addition, the DGCL requires the corporation to give prompt notice of the taking of corporate action without a meeting by less than unanimous written consent to those stockholders who did not consent in writing.

Under Cayman Islands law, there is no statutory restriction on shareholder action by written consent and the process is governed by a Cayman Islands exempted company’s articles of association.

While the Certificate of Incorporation and the Bylaws permit action by written consent of the holders of the minimum number of votes required to take the action at a meeting, the Cayman Articles permit an ordinary or special resolution to be signed in writing only by all shareholders of the Cayman Company entitled to receive notice of and to attend and vote at general meetings of the Company, in lieu of a general meeting, and such written resolution will be as valid and effective as if such resolution had been passed at a meeting of the shareholders.

Dividends and Distributions

Unless further restricted in the certificate of incorporation, the DGCL permits a corporation to declare and pay dividends out of either (i) surplus, or (ii) if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). The DGCL defines surplus as the excess, at any time, of the net assets of a corporation over its stated capital. In addition, the DGCL provides that a corporation may redeem or repurchase its shares only when the capital of the corporation is not impaired and only if such redemption or repurchase would not cause any impairment of the capital of the corporation.

Under the Companies Act and the Cayman Articles, the directors, by resolution, may declare dividends on shares in issue and authorize payment out of the funds of the Cayman Company lawfully available therefor. The

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directors may, subject to the preference of any classes of shares, authorize a dividend at such time and of such an amount as they think fit if they are satisfied that the Cayman Company will have sufficient profits and/or share premium lawfully available therefor and, immediately after the payment of the dividend, satisfy the solvency test (that is, if the directors can determine based on the facts at the time that, immediately following the date on which it is proposed to be paid, the company will be able to pay its debts as they fall due in the ordinary course of business).

Restrictions on Business Combinations

While Delaware law provides certain protections to stockholders in connection with certain business combinations, which can be found in Section 203 of the DGCL, Cayman Islands law does not provide equivalent statutory protections to shareholders. Under Cayman Islands law, any specific provisions relating to business combinations need to be set out expressly in the articles of association of a Cayman Islands exempted company. See “Stockholder and Shareholder Vote for Mergers and Other Corporate Reorganizations” below.

Under Section 203 of the DGCL, certain “business combinations” with “interested stockholders” of the Delaware Corporation are subject to a three-year moratorium unless specified conditions are met. For purposes of Section 203, the term “interested stockholders” generally is defined as any person (including its affiliates and associates) that beneficially owns 15% or more of the outstanding voting stock of the corporation or is an affiliate or associate of the corporation and was the beneficial owner of 15% or more of the outstanding voting stock of the corporation at any time in the last three-year period, and the term “business combination” is defined broadly to include (i) mergers with or caused by the interested stockholder; (ii) sales or other dispositions to the interested stockholder (except proportionately with the corporation’s other stockholders) of assets of the corporation or a subsidiary equal to 10% or more of the aggregate market value of either the corporation’s consolidated assets or its outstanding stock; (iii) the issuance or transfer by the corporation or a subsidiary of stock of the corporation or such subsidiary to the interested stockholder (except for transfers in a conversion or exchange or a pro rata distribution or certain other transactions, none of which increase the interested stockholder’s proportionate ownership of any class or series of the corporation’s or such subsidiary’s stock); or (iv) receipt by the interested stockholder (except proportionately as a stockholder), directly or indirectly, of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation or a subsidiary. The three-year moratorium imposed on business combinations by Section 203 of the DGCL does not apply if: (i) prior to the time on which such stockholder becomes an interested stockholder the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested stockholder; (ii) the interested stockholder owns 85% of the corporation’s voting stock upon consummation of the transaction that made him or her an interested stockholder (excluding from the 85% calculation shares owned by directors who are also officers of the target corporation and shares held by employee stock plans that do not permit employees to decide confidentially whether to accept a tender or exchange offer); or (iii) at or after the time on which such stockholder becomes an interested stockholder, the board approves the business combination and it is also approved at a stockholder meeting by at least two-thirds (66-2/3%) of the outstanding voting stock not owned by the interested stockholder. Delaware companies are entitled to opt out of the business combination provisions of the DGCL. The Delaware Corporation has not opted out of the business combination provisions of Section 203 of the DGCL.

Stockholder and Shareholder Vote for Mergers and Other Corporate Reorganizations

Under the DGCL, unless the certificate of incorporation specifies a higher percentage, the stockholders of a corporation that is being acquired in a merger or sale involving substantially all of its assets must authorize such merger or sale of assets by vote of an absolute majority of outstanding shares entitled to vote. The corporation’s board of directors must also approve such transaction.

The DGCL does not require a stockholder vote of a constituent corporation in a merger (unless the corporation provides otherwise in its certificate of incorporation) if (i) the plan of merger does not amend the existing certificate of incorporation, (ii) each share of stock of such constituent corporation outstanding immediately

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before the effective date of the merger is an identical outstanding share after the effective date of merger and (iii) either no shares of the common stock of the surviving corporation and no shares, securities or obligations convertible into such stock are to be issued or delivered under the plan of merger, or the authorized unissued shares or treasury shares of the common stock of the surviving corporation to be issued or delivered under the plan of merger, plus those initially issuable upon conversion of any other shares, securities or obligations to be issued or delivered under such plan, do not exceed 20% of the shares of common stock of such constituent corporation outstanding immediately prior to the effective date of the merger.

Under Cayman Islands law, a company may merge with another company (wherever incorporated, provided that such merger is not prohibited by the laws of the jurisdiction of incorporation of that company) pursuant to the Companies Act. A merger under Cayman Islands law requires the approval by a special resolution, which in the context of a general meeting of the Cayman Company requires (i) not less than a two-thirds majority of the votes cast by such shareholders attending and voting in person or, where proxies are allowed, by proxy at a quorate general meeting of the Cayman Company or (ii) the written resolution of all shareholders entitled to vote at such general meeting.

No shareholder resolution is required for a merger between a Cayman parent company and one or more Cayman subsidiary companies where the parent holds at least 90% of the voting power of each subsidiary and the parent is the surviving company, subject to compliance with the applicable requirements of the Companies Act.

Under Cayman Islands law, a Cayman Islands exempted company may be acquired through a tender offer by a third party. Where the holders of 90% or more in value of a class of the Cayman Company’s shares (excluding any shares already beneficially owned by the offeror) have within four months of the making of an offer accepted an offer for their shares in the Cayman Company, the remaining shareholders in that class may be statutorily required to also transfer their shares by notice given at any time within two months of the expiry of the four-month period, unless, within one month, the non-tendering shareholders can obtain a Cayman Islands court order otherwise providing. If the offeror has acquired acceptances of 90% of all the Cayman Company’s shares but does not exercise its “squeeze out” right, then the non-accepting shareholders have no statutory right to require the offeror to acquire their shares on the same terms as the original offer.

A Cayman Islands exempted company may also be acquired by a Cayman Islands court-approved scheme of arrangement under the Companies Act. A scheme of arrangement with one or more classes of shareholders requires a court order from the Cayman Islands court and the approval of shareholders representing 75% in value of the shareholders or class of shareholders present and voting, either in person or by proxy, at the relevant meeting, together with the sanction of the Cayman Islands court. A scheme of arrangement, if authorized by the shareholders of each participating class or series and the court, is binding on all of the shareholders of each participating class or series including dissenting shareholders. Shares held by the acquiring party are effectively excluded from the tally of a vote on the scheme because such shares will be considered to belong to a separate class for the purposes of approving the scheme.

Appraisal or Dissenter’s Rights

Under Delaware law, dissenting stockholders of a corporation engaged in certain major corporate transactions are entitled to appraisal rights. Appraisal or dissenter’s rights permit a stockholder to receive cash generally equal to the fair value of the stockholder’s shares (as determined by agreement of the parties or by a court) in lieu of the consideration such stockholder would otherwise receive in any such transaction.

Under Section 262 of the DGCL, appraisal rights are generally available for the shares of any class or series of stock of a Delaware corporation in a merger, consolidation or conversion, provided that no appraisal rights are available with respect to shares of any class or series of stock if, at the record date for the meeting held to approve such transaction, such shares of stock, or depositary receipts in respect thereof, are either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders, unless the stockholders receive in

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exchange for their shares anything other than shares of stock of the surviving or resulting corporation (or depositary receipts in respect thereof), or of any other corporation that is listed on a national securities exchange or held by more than 2,000 holders of record, cash in lieu of fractional shares or fractional depositary receipts described above or any combination of the foregoing.

In addition, Section 262 of the DGCL allows beneficial owners of shares to file a petition for appraisal without the need to name a nominee holding such shares on behalf of such owner as a nominal plaintiff. Under the DGCL, no appraisal rights are available to stockholders of the surviving or resulting corporation if the merger did not require their approval. The Certificate of Incorporation and Bylaws do not provide for appraisal rights in addition to those provided by the DGCL.

Generally, under Cayman Islands law, shareholders of a Cayman Islands exempted company do not have statutory appraisal rights; provided that in the event of a statutory merger under the Companies Act a shareholder shall be entitled to receive the fair value of their shares upon dissenting from such merger. Rights of a dissenting shareholder are not available in certain circumstances, for example, to dissenters holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date and where the consideration for such shares to be contributed are shares of any company listed on a national securities exchange or shares of the surviving or consolidated company.

The mechanics and timing procedures vary somewhat between Delaware and the Cayman Islands, but both require technical compliance with specific notice and payment protocols.

Special Meetings of Stockholders and General Meetings of Shareholders

The DGCL permits special meetings of stockholders to be called by the board of directors or by any other person authorized in the certificate of incorporation or bylaws to call a special stockholder meeting.

Under Cayman Islands law, there is no statutory right for shareholders to call a general meeting where the articles of association provide for the calling of meetings. Where the articles of association provide for calling of meetings, the ability to convene such a meeting will be governed by the company’s articles of association.

Meetings Pursuant to Petition of Stockholders and Shareholders

The DGCL provides that a director or a stockholder of a corporation may apply to the Court of Chancery of the State of Delaware if the corporation fails to hold an annual meeting for the election of directors or there is no written consent to elect directors in lieu of an annual meeting for a period of 30 days after the date designated for the annual meeting or, if there is no date designated, within 13 months after the last annual meeting or the last action by written consent to elect directors in lieu of an annual meeting.

Under Cayman Islands law, there is no statutory provision allowing shareholders to petition a court to compel a general meeting and Cayman Islands exempted companies are not required to hold annual general meetings, unless otherwise set out expressly in the articles of association of a Cayman Islands exempted company.

Adjournment of Stockholder and Shareholder Meetings

Under the DGCL, if a meeting of stockholders is adjourned due to lack of a quorum and the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting must be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting.

Under Cayman Islands law, the adjournment of shareholder meetings is not regulated by statute and is instead governed by a Cayman Islands exempted company’s articles of association. Typically, a Cayman Islands

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exempted company’s articles provide that if a meeting is not quorate, it may be adjourned to a later date without requiring new notice. There is no statutory requirement to provide notice of an adjourned meeting unless otherwise set out expressly in the articles of association of a Cayman Islands exempted company.

Duration of Proxies

Under the DGCL, a proxy executed by a stockholder will remain valid for a period of three years, unless the proxy provides for a longer period.

Under Cayman Islands law, there is no statutory equivalent, but the Cayman Articles state that a proxy executed by a shareholder will remain valid for a period of three years, unless the proxy provides for a longer period.

Quorum and Voting

The DGCL provides that the certificate of incorporation and bylaws may establish quorum and voting requirements, but in no event shall a quorum consist of less than one-third of the shares entitled to vote. If the certificate of incorporation and bylaws are silent as to specific quorum and voting requirements: (a) a majority of the shares entitled to vote shall constitute a quorum at a meeting of stockholders; (b) in all matters other than the election of directors, the affirmative vote of the majority of shares present at the meeting and entitled to vote on the subject matter shall be the act of the stockholders; (c) directors shall be elected by a plurality of the votes of the shares present at the meeting and entitled to vote on the election of directors; and (d) where a separate vote by a class or series is required, a majority of the outstanding shares of such class or series shall constitute a quorum entitled to take action with respect to that vote on that matter and, in all matters other than the election of directors, the affirmative vote of the majority of shares of such class or series present at the meeting shall be the act of such class or series, or classes or series. A bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the board.

Under Cayman Islands law, quorum requirements are not regulated by statute and are instead governed by a Cayman Islands exempted company’s articles of association. Business may only be transacted at a meeting of shareholders of a Cayman Islands exempted company if a quorum is present. The Cayman Articles provide that, except as otherwise provided by applicable law, any certificate of designation or the Cayman Articles, a quorum for an annual general meeting or general meeting of shareholders of the Cayman Company is the presence in person or by proxy of the holders of one-third of all issued and outstanding shares of the Cayman Company entitled to vote at that meeting.

Stockholder and Shareholder Inspection Rights

The DGCL grants any stockholder or beneficial owner of shares the right, upon written demand under oath stating the proper purpose thereof, either in person or by attorney or other agent, to inspect and make copies and extracts from certificate, bylaws, minutes and signed consents of stockholder meetings, formal communications to stockholders as a whole, minutes and resolutions of the board and committees, materials provided to the board and committees, annual financial statements, Section 122(18) (i.e., Moelis) agreements, and director independence questionnaires within three years of the demand for a proper purpose. In the event that the corporation does not have specified books and records, including minutes of board and committee meetings, actions of board or any committee, financial statements and director and officer independence questionnaires, the Court of Chancery of the State of Delaware may order the production of additional corporate records necessary and essential for the stockholder’s proper purpose. A stockholder demand must describe its proper purpose and the records it seeks with reasonable particularity. A proper purpose is one reasonably related to such person’s interest as a stockholder. Information from books and records obtained by a stockholder from a production under Section 220 will be deemed to be incorporated by reference into any complaint filed by or at the direction of a stockholder on the basis of information obtained through a demand for books and records.

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Under Cayman Islands law, shareholders generally do not have any rights to inspect or obtain copies of the register of shareholders or other corporate records of a company, though directors may from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of a Cayman Islands exempted company or any of them will be open to the inspection of shareholders not being directors.

Business Opportunities

Under Delaware law, the corporate opportunity doctrine holds that a corporate officer or director may not generally and unilaterally take a business opportunity for their own if: (i) the corporation is financially able to exploit the opportunity; (ii) the opportunity is within the corporation’s line of business; (iii) the corporation has an interest or expectancy in the opportunity; and (iv) by taking the opportunity for their own, the corporate fiduciary will thereby be placed in a position inimical to his or her duties to the corporation. The DGCL permits a Delaware corporation to renounce, in its certificate of incorporation or by action of the board of directors, any interest or expectancy of the corporation in, or being offered an opportunity to participate in, specified business opportunities or specified classes or categories of business opportunities that are presented to the corporation or one or more of its officers, directors or stockholders.

Unlike Delaware law, Cayman Islands law does not have a codified corporate opportunity doctrine and a director’s obligations in relation to business opportunities are governed by general fiduciary duties which include the duty to act in good faith and in the best interests of the company, the duty to avoid conflicts of interest and a duty to exercise independent judgement and avoid self-dealing. A Cayman Islands director may engage in business activities outside a Cayman Islands exempted company, provided that they have disclosed any personal interest in the opportunity. If the director properly declares their interest at a board meeting, Cayman Islands law generally permits the company to approve the transaction. A director may also vote on resolutions related to such a contract provided the interest has been disclosed.

What Doesn’t Change After Cayman Redomestication?

Apart from being governed by the Cayman Articles, the Companies Act, and the common law of the Cayman Islands, following completion of the Cayman Redomestication, the Company will continue to exist in the form of a Cayman Islands exempted company and will continue to be treated as a U.S. corporation for all purposes under the Code. By virtue of the Cayman Redomestication, all of the rights, privileges and powers of the Delaware Corporation, and all property, real, personal and mixed, and all debts due to the Delaware Corporation, as well as all other things and causes of action belonging to the Delaware Corporation, will remain vested in the Cayman Company and will be the property of the Cayman Company. In addition, all debts, liabilities and duties of the Delaware Corporation will remain attached to the Cayman Company and may be enforced against the Cayman Company.

No Change in the Business

The Cayman Redomestication will not result in any change in our business, management, obligations, assets or liabilities, other than as a result of (i) the transaction costs related to the Cayman Redomestication, (ii) the division of the Board of Directors into three classes, designated Class I, Class II and Class III, which will be as nearly equal in number as possible, with staggered three-year terms, as described under “—Effects of the Cayman Redomestication—Comparison of Stockholder Rights under Delaware and Shareholder Rights under Cayman Islands Law,” and (iii) the right of each of the two Preferred Directors that the holders of the Cayman Series B Preferred Shares are entitled to elect to three votes on each matter presented to the Board of Directors or any committee thereof, as required by the Acquisition Agreement, which right does not exist under the Delaware Series B Certificate of Designation. See “—Certain Risks Associated with the Cayman Redomestication”.

Our management, including all directors and officers, will remain the same in connection with the Cayman Redomestication and will have the same positions with the Cayman Company. To the extent that the Cayman

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Redomestication will require the consent or waiver of a third party, the Company will use commercially reasonable efforts to obtain such consent or waiver before completing the Cayman Redomestication. The Company does not expect that any such required consent will impede our ability to redomesticate to the Cayman Islands. The Cayman Redomestication will not otherwise adversely affect any of our material contracts with any third parties, and our rights and obligations under such material contractual arrangements will continue as rights and obligations of the Cayman Company.

No Stock Exchange Listing or Securities Act Consequences

The Company will continue to be a publicly held company following completion of the Cayman Redomestication, and the Cayman Shares will continue to be listed on Nasdaq and traded under the symbol “TCRT” (or such other symbol as we may adopt in connection with any change of our name). We expect that the Cayman Shares will trade under a new CUSIP. The Company will continue to file required periodic reports and other documents with the SEC. Except as related to the implementation of a new CUSIP, there is not expected to be any interruption in the trading of the Cayman Shares as a result of the Cayman Redomestication. The Company and our stockholders will be in the same respective positions under the federal securities laws after the Cayman Redomestication as the Company and our stockholders were prior to the Cayman Redomestication.

No Material Accounting Implications

Effecting the Cayman Redomestication will not have any material accounting implications.

No Exchange of Stock Certificates Required

Stockholders will not be required to exchange their existing stock certificates (if any) for new share certificates.

U.S. Federal Income Tax Considerations of the Cayman Redomestication

The following discussion is a summary of U.S. federal income tax considerations to U.S. Holders (as defined below) of Common Stock and Preferred Stock of the Delaware Corporation and, following the Cayman Redomestication, the Cayman Shares and preferred shares of the Cayman Company (together, the “Company shares”) of the Cayman Redomestication. The discussion does not purport to be a complete analysis of all potential tax considerations. The considerations of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws, are not discussed. This discussion is based on the Code, Treasury Regulations promulgated under the Code, judicial decisions and published rulings and administrative pronouncements of the IRS, in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a U.S. Holder. The Company has not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the U.S. federal income tax considerations of the Cayman Redomestication.

This discussion is limited to a U.S. Holder that holds the Company shares as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax considerations relevant to a U.S. Holder’s particular circumstances, including without limitation the effect of the Medicare contribution tax on net investment income, the alternative minimum tax, or the special tax accounting rules under Section 451(b) of the Code. In addition, it does not address considerations relevant to U.S. Holders subject to special rules, such as:

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If an entity or arrangement classified as a partnership for U.S. federal income tax purposes holds the Company shares, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership, and certain determinations made at the partner level. Accordingly, a partnership holding Company shares and each partner in such partnership is urged to consult its tax advisor regarding the U.S. federal income tax considerations to it of the Cayman Redomestication.

For purposes of this discussion, a “U.S. Holder” is any beneficial owner of the Company shares that, for U.S. federal income tax purposes, is or is treated as any of the following:

This discussion is for informational purposes only and is not tax advice. Each holder is urged to consult its tax advisor with respect to the application of the U.S. federal income tax laws to its particular situation as well as any tax considerations of the Cayman Redomestication arising under U.S. federal estate or gift tax laws, the laws of any state, local or non-U.S. taxing jurisdiction or any applicable income tax treaty.

U.S. Tax Status of the Cayman Company after the Cayman Redomestication

Pursuant to Section 7874(b) of the Code, the Company after the Cayman Redomestication is and will continue to be treated as a U.S. corporation for all purposes under the Code. As such, the Company after the Cayman Redomestication is subject to U.S. federal income tax on its worldwide taxable income (regardless of whether such income is “U.S. source” or “foreign source”) and is required to file a U.S. federal income tax return annually with the IRS.

The Cayman Redomestication

The Cayman Redomestication will qualify as a “reorganization” for U.S. federal income tax purposes pursuant to Section 368(a)(1)(F) of the Code. As a result, a U.S. Holder will generally not recognize gain or loss upon the

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proposed Cayman Redomestication. A U.S. Holder will generally have the same aggregate basis in its Company shares after the Cayman Redomestication as such U.S. Holder had in the corresponding Company stock immediately prior to the Cayman Redomestication. A U.S. Holder’s holding period in the Company shares immediately following the Cayman Redomestication will generally include such U.S. Holder’s holding period in the corresponding Company stock immediately prior to the Cayman Redomestication. Each U.S. Holder of Company shares acquired on different dates and at different prices is urged to consult its tax advisor regarding the allocation of the tax basis and holding period of such shares.

Tax Reporting Regarding the Cayman Redomestication

Each U.S. Holder that receives Company shares in the Cayman Redomestication is required to retain permanent records pertaining to the Cayman Redomestication and make such records available to any authorized IRS officers and employees. Such records should specifically include information regarding the amount, basis, and fair market value of all transferred property and relevant facts regarding any liabilities assumed or extinguished as part of such reorganization. Each U.S. Holder who owned at least five percent (by vote or value) of the total outstanding stock of the Company (or at least one percent (by vote or value), in the case of a U.S. Holder of only Preferred Stock) or who owned securities in the Company with a basis of $1,000,000 or more is required to attach a statement to its tax returns for the year in which the Cayman Redomestication is consummated that contains the information listed in Treasury Regulations Section 1.368-3(b). Such statement must include the U.S. Holder’s tax basis in such U.S. Holder’s Company shares and the fair market value of such Company shares. Each U.S. Holder is urged to consult with its tax advisor to comply with these rules.

Additional Information

Regulatory Matters

The consummation of the Cayman Redomestication does not require any Cayman Islands regulatory approval but certain documents will be required to be filed with the Cayman Islands Registrar of Companies including:

Once the above requirements are satisfied, the Cayman Islands Registrar of Companies will issue a Certificate of Continuation, which serves as evidence that the Cayman Company has been duly registered by way of continuation as a Cayman Islands exempted company in the Cayman Islands.

The consummation of the Cayman Redomestication requires the filing of the Certificate of Conversion with the Office of the Secretary of State in Delaware.

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Other than registration of the Company by way of continuation with the Cayman Islands Registrar of Companies and the related filings described above no other regulatory or governmental approvals or consents will be required in connection with the Cayman Redomestication.

Appraisal Rights

Holders of Common Stock are not entitled to appraisal rights under Section 262 of the DGCL with respect to the Cayman Redomestication described in this proposal because shares of Common Stock are listed on Nasdaq and holders of Common Stock will receive Cayman Shares that will also be listed on Nasdaq.

Cayman Islands Tax Considerations

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to holders of Cayman Shares levied by the Government of the Cayman Islands, save for stamp duties which may be applicable on instruments executed in, or brought within the jurisdiction of, the Cayman Islands. No stamp duty is payable in the Cayman Islands on the issue of shares by, or any transfer of shares of, a Cayman Islands exempted company, except those which hold interests in land in the Cayman Islands. The Cayman Redomestication is not expected to give rise to any Cayman Islands tax for the Company or its shareholders. The Cayman Company intends to apply for an undertaking from the Financial Secretary of the Cayman Islands pursuant to the Tax Concessions Act (as amended) that no law enacted in the Cayman Islands imposing tax on profits, income, gains or appreciations shall apply to the Cayman Company or its operations.

Legal Proceedings

From time to time, the Company may become subject to various legal proceedings and claims that arise in the ordinary course of its business activities. As of the date of this proxy statement, the Company is not currently a party to any claim or litigation, the outcome of which, if determined adversely to it, would individually or in the aggregate be reasonably expected to have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.

Enforcement of Civil Liabilities

The Cayman Islands has a different body of securities laws as compared to the United States and provides less protection to investors. Additionally, Cayman Islands companies may not have standing to sue before the Federal courts of the United States.

The courts of the Cayman Islands may be unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

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Interest of Certain Persons

The Board of Directors believes that the corporate laws of the state of Delaware and the Cayman Islands are substantially comparable as to the rights of stockholders, at least on balance of the relevant considerations against one another and as relevant to the Company. As part of its process, the Board of Directors considered if redomestication to the Cayman Islands would convey any non-ratable benefits on any of our directors or officers and did not identify any such non-ratable benefits. However, others may allege, and stockholders should be aware in voting on the Redomestication Proposal and the Cayman Redomestication Resolutions, that our directors and executive officers may be considered to have interests in the Cayman Redomestication that are different from, or in addition to, the interests of the stockholders generally to the extent that it might afford them greater limitations on liability under the common law of the Cayman Islands for acts in their capacities as directors or officers occurring after the Cayman Redomestication. The Board of Directors has considered these potential interests, among other matters, in reaching the decision to approve the Cayman Redomestication and to recommend that our stockholders vote in favor of this proposal.

Proposal No. 4A: To approve the redomestication of the Company from the State of Delaware to the Cayman Islands by conversion pursuant to the DGCL and adopt the Cayman Redomestication Resolutions.

Proposal No. 4B: To resolve as a special resolution that: (i) the redomestication of the Company from the State of Delaware to the Cayman Islands by way of continuation pursuant to the Companies Act and the Cayman Redomestication Resolutions be approved; and (ii) with effect from the registration of the Company in the Cayman Islands, the memorandum of association and articles of association in the form presented to the Special Meeting (with such further consequential amendments as may be deemed necessary by the Board of Directors) be and are adopted as the memorandum of association and articles of association of the Cayman Company with the name of the company as set out therein.

Conditionality of Proposal Nos. 4A and 4B. Approval of each of Proposal No. 4A and Proposal No. 4B is a condition to the completion of the Cayman Redomestication. Therefore, the Cayman Redomestication will not be effected unless both Proposal No. 4A and Proposal No. 4B are approved by the requisite votes of our stockholders. If either Proposal No. 4A or Proposal No. 4B is not approved, the Cayman Redomestication will not be effected, even if the other proposal is approved, and the Company will remain a Delaware corporation. The Cayman Redomestication is not conditioned on the approval of any of the Advisory Organizational Documents Proposals (Proposal No. 5).

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF PROPOSALS NOS. 4A AND 4B AND THE ADOPTION OF THE CAYMAN REDOMESTICATION RESOLUTIONS.

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PROPOSAL NO. 5:

APPROVAL OF THE ADVISORY ORGANIZATIONAL DOCUMENTS PROPOSALS

General

At the Special Meeting, our stockholders will be asked to approve the Advisory Organizational Documents Proposals in connection with the Cayman Redomestication. The stockholder votes regarding these proposals are advisory in nature, and are not binding on Alaunos and the Board of Directors. Furthermore, the Cayman Redomestication is not conditioned on the separate approval of the Advisory Organizational Documents Proposals (separate and apart from the approval of the Redomestication Proposal). Accordingly, regardless of the outcome of the Advisory Organizational Documents Proposals, Alaunos intends that the Cayman Articles will take effect at the Cayman Redomestication Effective Time.

Reason for the Proposal

The Advisory Organizational Documents Proposals are being presented separately in accordance with SEC guidance to give Alaunos stockholders the opportunity to present their separate views on important corporate governance provisions and will be voted upon on a non-binding advisory basis. This separate vote is not otherwise required by Delaware or Cayman Islands law.

The Cayman Articles differ materially from the Certificate of Incorporation and the Bylaws (together, the “Alaunos Governing Documents”). The following table sets forth a summary of the principal changes proposed between the Cayman Articles and the Alaunos Governing Documents. This summary is qualified by reference to the complete text of the Cayman Articles, substantially in the form attached as Annex D to this proxy statement. All stockholders are encouraged to read the Cayman Articles in their entirety. Additionally, as the Alaunos Governing Documents are governed by the DGCL and the Cayman Articles will be governed by the Companies Act and Cayman Islands law, Alaunos encourages stockholders to carefully consult the information set out under the section of this proxy statement entitled “Proposal No. 4—Approval of the Redomestication of the Company—Effects of the Cayman Redomestication—Comparison of Stockholder Rights under Delaware and Shareholder Rights under Cayman Islands Law.”

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Proposal A — Board Classification

The Board of Directors believes it is in the best interests of the company and its shareholders to approve provisions in the Cayman Articles that provide for a classified board of directors divided into three classes with staggered three-year terms.

The Board of Directors believes that a classified board structure will help to provide stability and continuity, permitting directors to develop and share institutional knowledge and focus on the long term, and encourages shareholders to engage directly with the Board and management team regarding significant corporate transactions.

Proposal B — Supermajority Vote to Remove Directors

The Board of Directors believes it is in the best interests of the company and its shareholders to approve provisions in the Cayman Articles providing that any director may be removed from office only for cause, by a special resolution (being the affirmative vote of not less than two-thirds of the votes cast at an annual general meeting or general meeting), subject to the rights and restrictions of holders of any series of preferred shares to remove directors specified by the Cayman Articles or any certificate of designation.

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The Board of Directors believes that providing for director removal only for cause and increasing the voting threshold to remove directors will help to provide stability and continuity, protecting against a small group of shareholders acting for reasons that may not be in the best interests of all shareholders.

Proposal C — Officer Exculpation

The Board of Directors believes it is in the best interests of the company and its shareholders to approve provisions in the Cayman Articles that exculpate officers to the same extent as directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy.

The Board of Directors believes that exculpating officers to the same degree as directors may help the company attract and retain qualified management and reduce litigation and indemnification costs to the company.

Proposal D — Shareholder Action by Unanimous Written Consent

The Board of Directors believes it is in the best interests of the company and its shareholders to approve provisions in the Cayman Articles such that any action required or permitted to be taken at an annual general meeting or general meeting of the Cayman Company may be taken without a meeting only by a resolution in writing approved by all of the shareholders entitled to vote thereon, which shall be as valid and effective as if the same had been passed at an annual general meeting or general meeting of the Cayman Company duly convened and held.

The Board of Directors believes that increasing the threshold for shareholders to be able to act by written consent will help avoid unnecessary diversion of Board and management time, potentially at the request of a limited number of shareholders, and potentially reduce the risk of opportunistic and frivolous shareholder actions.

Required Vote

The affirmative vote of a majority in voting power of the shares of Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote on the matter, assuming a quorum is present, is required to approve each of the Advisory Organizational Documents Proposals. Abstentions will have the effect of a vote “AGAINST,” and broker non-votes, if any, will have no effect on, each of the Advisory Organizational Documents Proposals.

As discussed above, the Advisory Organizational Documents Proposals are advisory votes and therefore are not binding on Alaunos or the Board of Directors. Furthermore, the Cayman Redomestication is not conditioned on the separate approval of the Advisory Organizational Documents Proposals (separate and apart from approval of the Redomestication Proposal). Accordingly, regardless of the outcome of the non-binding advisory vote on the Advisory Organizational Documents Proposals, Alaunos intends that the Cayman Articles will take effect at the Cayman Redomestication Effective Time, assuming shareholders approve the Redomestication Proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ADVISORY ORGANIZATIONAL DOCUMENTS PROPOSALS.

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PROPOSAL NO. 6:

APPROVAL OF THE ALAUNOS THERAPEUTICS, INC. 2027 EQUITY INCENTIVE PLAN

General

At the Special Meeting, the Company will ask its stockholders to approve the Alaunos Therapeutics, Inc. 2027 Equity Incentive Plan (the “2027 Equity Plan”) to be effective upon approval by the stockholders of the Company. The 2027 Equity Plan was approved by the Board of Directors on     , 2026, subject to stockholder approval. If the 2027 Equity Plan is approved by stockholders, no further awards will be granted under the Alaunos Therapeutics, Inc. 2020 Equity Incentive Plan (the “2020 Plan”).

The purpose of the 2027 Equity Plan is to promote and closely align the interests of employees, officers, non-employee directors and other individual service providers of the Company and its stockholders by providing stock-based compensation and other performance-based compensation. The objectives of the 2027 Equity Plan are to attract and retain the best available employees, officers, non-employee directors and other individual service providers for positions of substantial responsibility and to motivate participants to optimize the profitability and growth of the Company through incentives that are consistent with our goals and that link the personal interests of participants to those of our stockholders. The 2027 Equity Plan allows for the grant of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), other stock-based awards and incentive bonuses (collectively, “Awards”).

Summary of the 2027 Equity Plan

The following description of the 2027 Equity Plan is not intended to be complete and is qualified in its entirety by the complete text of the 2027 Equity Plan, a copy of which is attached as Annex J to this proxy statement. Stockholders are urged to read the 2027 Equity Plan in its entirety.

Administration

The 2027 Equity Plan will be administered by the compensation committee of the Board of Directors, or another committee designated by the Board of Directors to administer the 2027 Equity Plan, which is referred to herein as the “Administrator”. The Administrator will have broad authority, subject to the provisions of the 2027 Equity Plan, to administer and interpret the 2027 Equity Plan and Awards granted thereunder. As permitted by applicable laws, the Administrator may delegate any or all of its authority to one or more subcommittees composed of one or more directors or employees of the combined company. All decisions and actions of the Administrator will be final and binding.

Stock Subject to 2027 Equity Plan

The initial share pool under the 2027 Equity Plan will be (i)      shares of Common Stock (after giving effect to the Reverse Stock Split), subject to certain adjustments in the event of a change in the Company’s capitalization, plus (ii) shares of Common Stock subject to awards previously granted under the Alaunos Therapeutics, Inc. 2012 Equity Incentive Plan (the “2012 Plan”) or the 2020 Plan that are canceled, terminated, expired without being exercised, forfeited or settled in cash following the effective date of the 2027 Equity Plan. The shares that may be issued under the 2027 Equity Plan will be automatically increased on January 1 of each year beginning in 2028 and ending with a final increase on January 1, 2037 in an amount equal to 5% of the diluted stock (including Common Stock, Preferred Stock and unexercised pre-funded warrants) on the preceding December 31, unless a lower, or no, increase is determined by the Administrator.

Only      shares of Common Stock (after giving effect to the Reverse Stock Split) may be issued under the 2027 Equity Plan as incentive stock options.

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Shares of Common Stock issued under the 2027 Equity Plan may be either authorized and unissued shares or previously issued shares acquired by the Company. On termination or expiration of an Award under the 2027 Equity Plan, in whole or in part, the number of shares of Common Stock subject to such Award but not issued thereunder or that are otherwise forfeited back to the Company will again become available for grant under the 2027 Equity Plan. Additionally, shares retained or withheld in payment of any exercise price, purchase price, or tax withholding obligation of an Award will again become available for grant under the 2027 Equity Plan.

As of      , 2026, the latest practicable date prior to the filing of this proxy statement, the closing price of a share of Common Stock was $     per share, as reported on the Nasdaq Stock Market.

Eligibility

Current or prospective employees, officers, non-employee directors, and other individual service providers of the Company and its subsidiaries will be eligible to participate in the 2027 Equity Plan, if selected by the Administrator. As of      , 2026, approximately      employees (including      executive officers) and      non-employee directors of the Company would be eligible to participate in the 2027 Equity Plan.

Types of Awards

Stock Options. All stock options granted under the 2027 Equity Plan will be evidenced by a written agreement with the participant, which provides, among other things, whether the option is intended to be an incentive stock option or a non-qualified stock option, the number of shares subject to the option, the exercise price, exercisability (or vesting), the term of the option, which may not generally exceed ten years, and other terms and conditions. Subject to the express provisions of the 2027 Equity Plan, options generally may be exercised over such period, in installments or otherwise, as the Administrator may determine. The exercise price for any stock option granted may not generally be less than the fair market value of the Common Stock subject to that option on the grant date. The exercise price may be paid in cash or such other method as determined by the Administrator, including an irrevocable commitment by a broker to pay over such amount from a sale of the shares issuable under an option, the delivery of previously owned shares, or withholding of shares deliverable upon exercise. The 2027 Equity Plan permits, without stockholder approval, the Administrator to reduce the exercise price of a previously awarded option or cancel and re-grant or exchange such option for cash or a new Award with a lower (or no) exercise price.

Stock Appreciation Rights. SARs may be granted alone or in conjunction with all or part of a stock option. All freestanding SARs will be granted subject to the same terms and conditions applicable to options set forth above, and all tandem SARs shall have the same exercise price as the option to which they relate. Upon exercising a SAR, the participant is entitled to receive the amount by which the fair market value of the Common Stock at the time of exercise exceeds the exercise price of the SAR. This amount is payable in Common Stock, cash, restricted stock, or a combination thereof, at the Administrator’s discretion. The 2027 Equity Plan permits, without stockholder approval, the Administrator to reduce the exercise price of a previously awarded SAR or cancel and re-grant or exchange such SAR for cash or a new Award with a lower (or no) exercise price.

Restricted Stock and RSUs. Awards of restricted stock consist of shares of stock that are transferred to the participant subject to restrictions that may result in forfeiture if specified conditions are not satisfied. RSUs result in the transfer of cash or shares of stock to the participant only after specified conditions are satisfied. The Administrator will determine the restrictions and conditions applicable to each award of restricted stock or RSUs, which may include performance vesting conditions.

Other Stock-Based Awards. Other stock-based awards are Awards denominated in or payable in, valued in whole or in part by reference to, or otherwise based on or related to, the value of Common Stock. The Administrator will determine the restrictions and conditions applicable to such other stock-based awards.

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Incentive Bonuses. Each incentive bonus will confer upon the participant the opportunity to earn a payment, which may be subject to vesting or performance criteria established by the Administrator. Payment of the amount due under an incentive bonus may be made in cash or shares, as determined by the Administrator.

Performance Criteria

The Administrator may specify certain performance criteria which must be satisfied before Awards will be granted or will vest. The performance goals may vary from participant to participant, group to group, and period to period.

Transferability

Awards generally may not be sold, transferred for value, pledged, assigned, or otherwise alienated or hypothecated by a participant other than by will or the laws of descent and distribution, and each option or SAR may be exercisable only by the participant during his or her lifetime.

Clawback

Awards will be subject to recoupment in accordance with any clawback policy adopted by the Company, including the Alaunos Therapeutics, Inc. Compensation Recovery Policy (or any successor or other clawback policy adopted by the Company).

Adjustments Upon a Change in Capitalization

In the event of a change in capitalization of the Company, including any reorganization, reclassification, combination of shares, stock split, reverse stock split, spin-off, dividend or distribution (other than quarterly cash dividends), the share pool and outstanding Awards will be equitably adjusted by the Administrator.

Change in Control

In the event of a change in control of the Company, the Administrator may (i) provide for the assumption of outstanding Awards, (ii) issue substitute awards, (iii) accelerate vesting or waive any forfeiture conditions, (iv) accelerate the exercisability of the award, (v) make any other adjustments to outstanding Awards as deemed to be appropriate or (vi) provide for the cancellation and cash-out of outstanding Awards; however, if Awards are not assumed, continued or substituted for, then all outstanding Awards will become fully vested and exercisable (with performance based on target or actual achievement as determined by the Administrator).

Amendment and Termination

The Board of Directors will have the right to amend, alter, suspend, or terminate the 2027 Equity Plan at any time, provided certain enumerated material amendments may not be made without stockholder approval. No amendment or alteration to the 2027 Equity Plan or an Award or Award agreement will be made that would materially impair the rights of the holder, without such holder’s consent; however, no consent will be required if the Administrator determines in its sole discretion and prior to the date of any change in control that such amendment or alteration either is required or advisable in order for the Company, the 2027 Equity Plan, or such Award to satisfy any law or regulation or to meet the requirements of or avoid adverse financial accounting consequences under any accounting standard, or is not reasonably likely to significantly diminish the benefits provided under such Award, or that any such diminishment has been adequately compensated. The 2027 Equity Plan will automatically terminate as to the grant of future Awards on      , 2037, the tenth anniversary of its approval by the Board of Directors, unless earlier terminated by the Board of Directors.

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Federal Income Tax Consequences

The following is a summary of the U.S. federal income tax treatment applicable to the Company and the participants who receive Awards under the 2027 Equity Plan based on the federal income tax laws in effect on the date of this proxy statement. This summary is not intended to be exhaustive and does not address all matters relevant to a particular participant based on their specific circumstances.

The summary expressly does not discuss the income tax laws of any state, municipality, or non-U.S. taxing jurisdiction, or the gift, estate, excise (including the rules applicable to deferred compensation under Section 409A of the Code), or tax laws other than U.S. federal income tax law. Because individual circumstances may vary, each participant is urged to consult their own tax advisor concerning the tax implications of Awards granted under the 2027 Equity Plan.

Incentive Stock Options

Options granted under the 2027 Equity Plan may be either incentive stock options, which are intended to satisfy the requirements of Section 422 of the Code, or non-qualified stock options, which are not intended to or do not otherwise meet such requirements. No taxable income is recognized by the participant at the time of the option grant, and no taxable income is recognized for ordinary income tax purposes at the time the option is exercised, although taxable income may arise at that time for alternative minimum tax purposes. Unless there is a “disqualifying disposition”, as described below, the participant will recognize long-term capital gain or loss in an amount equal to the difference of (i) the amount realized upon the sale or other disposition of the purchased shares over (ii) the exercise price paid for the shares. A disqualifying disposition occurs if the shares are disposed of less than two years after the date of grant or less than one year after the exercise date. If there is a disqualifying disposition of the shares, then the excess of (a) the fair market value of those shares on the exercise date or (if less) the amount realized upon such sale or disposition over (b) the exercise price paid for the shares will be taxable as ordinary income to the participant. Any additional gain or loss recognized upon the disposition will be a capital gain or loss. If the participant makes a disqualifying disposition of the purchased shares, then the Company (or, if applicable, the affiliate employer) will be entitled to an income tax deduction for the taxable year in which such disposition occurs equal to the amount of ordinary income recognized by the participant as a result of the disposition. The Company will not be entitled to any income tax deduction if the participant makes a qualifying disposition of the shares.

Nonqualified Stock Options

No taxable income is recognized by an participant upon the grant of a non-qualified stock option. The participant in general will recognize ordinary income, in the year in which the option is exercised, equal to the excess of the fair market value of the purchased shares on the exercise date over the exercise price paid for the shares, and the participant will be required to satisfy the tax withholding requirements applicable to such income. The Company (or, if applicable, the affiliate employer) will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant with respect to the exercised non-qualified stock option.

Stock Appreciation Rights

No taxable income is recognized upon receipt of a SAR. The participant will recognize ordinary income in the year in which the SAR is exercised, in an amount equal to the excess of the fair market value of the underlying shares of Common Stock on the exercise date over the base price in effect for the exercised right, and the participant will be required to satisfy the tax withholding requirements applicable to such income. The Company (or, if applicable, the affiliate employer) will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant in connection with the exercise of the SAR.

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Restricted Stock Awards

A participant who receives unvested shares of Common Stock will not recognize any taxable income at the time those shares are granted but will have to report as ordinary income, as and when the restrictions constituting a substantial risk of forfeiture lapse, an amount equal to the excess of (i) the fair market value of the shares on the vesting date over (ii) the amount paid (if any) for the shares. The participant may, however, elect under Section 83(b) of the Code to include as ordinary income in the year the shares are issued an amount equal to the excess of (a) the fair market value of those shares on the issuance date over (b) the amount paid (if any) for such shares. If the Section 83(b) election is made, the participant will not recognize any additional income as and when the shares subsequently vest. The Company (or, if applicable, the affiliate employer) will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant at the time such ordinary income is recognized by the participant.

Other Awards

Generally, no taxable income is recognized upon the grant of RSUs, other stock-based awards or incentive bonuses. The participant will recognize ordinary income in the year in which the award is settled in shares or cash. The amount of that income will be equal to the fair market value of the shares on the date of issuance or the amount of the cash paid in settlement of the award, and the participant will be required to satisfy the tax withholding requirements applicable to the income. The Company (or, if applicable, the affiliate employer) will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant at the time the shares are issued or the cash amount is paid.

Deductibility of Executive Compensation

Section 162(m) of the Code limits the deductibility for federal income tax purposes of certain compensation paid to any “covered employee” in excess of $1.0 million. It is expected that compensation deductions for any covered employee with respect to Awards granted under the 2027 Equity Plan will be subject to the $1.0 million annual deduction limitation.

New Plan Benefits

The Company cannot currently determine the benefits or number of shares subject to Awards that may be granted in the future to eligible participants under the 2027 Equity Plan because the grant of Awards and terms of such Awards are to be determined in the sole discretion of the Administrator.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ALAUNOS THERAPEUTICS, INC. 2027 EQUITY INCENTIVE PLAN.

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PROPOSAL NO. 7:

APPROVAL OF THE ALAUNOS THERAPEUTICS, INC. 2027 EMPLOYEE STOCK PURCHASE PLAN

General

At the Special Meeting, the Company will ask its stockholders to approve the Alaunos Therapeutics, Inc. 2027 Employee Stock Purchase Plan (the “2027 ESPP”) to be effective upon approval by the stockholders of the Company. The 2027 ESPP was approved by the Board of Directors on      , 2026, subject to stockholder approval.

The purpose of the 2027 ESPP is to provide employees of the Company and its designated subsidiaries with an opportunity to purchase shares of the Common Stock through accumulated contributions. The 2027 ESPP, and the rights of participants to make purchases thereunder, is intended to qualify under Section 423 of the Code; however, sub-plans that do not meet the requirements of Section 423 of the Code may be established for the benefit of eligible employees of non-U.S. subsidiaries of the Company.

Summary of the 2027 ESPP

The following description of the 2027 ESPP is not intended to be complete and is qualified in its entirety by the complete text of the 2027 ESPP, a copy of which is attached as Annex K to this proxy statement. Stockholders are urged to read the 2027 ESPP in its entirety.

Administration

The 2027 ESPP will be administered by the compensation committee of the Board of Directors or another committee designated by the Board of Directors to administer the 2027 ESPP, which is referred to herein as the “ESPP Administrator.” All questions of interpretation of the 2027 ESPP are determined by the ESPP Administrator, whose decisions are final and binding upon all participants. The ESPP Administrator may delegate, subject to applicable law, its responsibilities under the 2027 ESPP to one or more other persons. The ESPP Administrator may adopt rules or procedures relating to the operation and administration of the 2027 ESPP to accommodate the specific requirements of local laws and procedures, including to adopt sub-plans for participants outside of the United States.

Stock Subject to ESPP

The initial share pool under the 2027 ESPP will be      shares of Common Stock (after giving effect to the Reverse Stock Split), subject to certain adjustments in the event of a change in the Company’s capitalization. The shares that may be issued under the 2027 ESPP will be automatically increased on January 1 of each year beginning in 2028 and ending with a final increase on January 1, 2037 in an amount equal to the lesser of 1% of the diluted stock (including Common Stock, Preferred Stock and unexercised pre-funded warrants) on the preceding December 31 or      (after giving effect to the Reverse Stock Split), unless a lower, or no, increase is determined by the ESPP Administrator. Shares of Common Stock issued under the 2027 ESPP may be shares of authorized but unissued Common Stock, Common Stock held as treasury shares, or Common Stock acquired in an open-market transaction.

If the total number of shares to be purchased by all participants on any exercise date exceeds the number of shares remaining available for issuance under the 2027 ESPP, the ESPP Administrator may make a pro rata allocation of the remaining available number of shares in as uniform a manner as possible and as the ESPP Administrator determines to be equitable.

As of     , 2026, the latest practicable date prior to the filing of this proxy statement, the closing price of a share of Common Stock was $     per share, as reported on the Nasdaq Stock Market.

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Eligibility

All employees of the Company or a designated subsidiary of the Company (as defined in the 2027 ESPP) who customarily work for more than 20 hours per week and more than five months in any calendar year and satisfy the requirements set forth in the 2027 ESPP will be eligible to participate in the 2027 ESPP if they have been employed by the Company or a designated subsidiary for at least 30 calendar days immediately preceding the applicable offering date (unless otherwise determined by the ESPP Administrator). However, any employee who would own (or pursuant to Section 424(d) of the Code would be deemed to own) 5% or more of the total combined voting power or value of all classes of stock of the Company immediately after a grant under the 2027 ESPP is not eligible to participate.

No participant may purchase more than $25,000 of Common Stock in any one calendar year. As of     , 2026, approximately one employee would be eligible to participate in the 2027 ESPP.

Offering Periods

The 2027 ESPP is generally implemented by a series of “offering periods” which will not exceed 27 months. Unless otherwise specified by the ESPP Administrator, the 2027 ESPP will be implemented by consecutive offering periods with new offering periods commencing at such times as determined by the ESPP Administrator. The ESPP Administrator will have the power to change the duration of offering periods (including the commencement dates thereof).

Payroll Deductions

To participate in an offering period, an eligible employee must execute and submit a properly completed subscription agreement on or before a date determined by the ESPP Administrator prior to the applicable enrollment date. Once enrolled in the 2027 ESPP, a participant can purchase shares of Common Stock with payroll deductions at the end of the applicable offering period. Once an offering period is over, a participant is automatically enrolled in the next offering period unless the participant chooses to withdraw from the 2027 ESPP.

Each subscription agreement will request a deduction in an amount expressed as a whole percentage between 1% and 15% of the participant’s eligible compensation (or such other percentage as determined by the ESPP Administrator) and all payroll deductions will be credited to the eligible employee’s account. The minimum permissible projected contribution by any participant for an offering period is $    . No interest will be paid on any amount held in the account of any eligible employee, except as may be required by applicable law.

Option Grant

On the first trading day of each offering period, each eligible employee participating in such offering period automatically will be granted an option to acquire shares of Common Stock on the exercise date. All participants granted options under the 2027 ESPP will have the same rights and privileges consistent with the requirements set forth in Section 423 of the Code. No eligible employee will be permitted to purchase more than      shares of Common Stock during each purchase period.

Purchase Price

The price per share at which shares are purchased under the 2027 ESPP is determined by the ESPP Administrator, but in no event will be less than 85% of the fair market value of the Common Stock on the first day of the offering period or the exercise date, whichever is lower.

Exercise of Options

At the end of each offering period, unless the participant has withdrawn from the 2027 ESPP, payroll deductions are applied automatically to purchase shares of Common Stock at the price described above. The number of shares purchased is determined by dividing the payroll deductions by the applicable purchase price, rounded down to the nearest whole share.

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Any payroll deductions accumulated in a participant’s account that are not sufficient to purchase a full share will be retained in the participant’s account for the subsequent offering period (subject to earlier withdrawal in accordance with the terms of the 2027 ESPP). Any other amounts of payroll deductions in a participant’s account that are not used for the purchase of shares of Common Stock, whether because of the participant’s withdrawal, because the amount would enable the participant to purchase more than the maximum number of shares, or for any other reason, will be returned to the participant, without interest (except as otherwise required under applicable law), as soon as administratively practicable after such withdrawal, exercise date or other event, as applicable.

Cancellation and Withdrawal

Participants may cancel all (but not less than all) of their option and terminate their subscription agreement by delivering a written notice revoking their subscription to the Company or by following an electronic or other withdrawal procedure determined by the ESPP Administrator. Upon such termination and cancellation, the balance in the participant’s account will be returned to the participant, without interest (except as otherwise required under applicable law), as soon as administratively practicable thereafter.

Termination of Employment or Eligibility

Upon the termination of a participant’s employment with the Company (or a designated subsidiary, as applicable) for any reason or if a participant loses eligibility to participate in the 2027 ESPP, the participant’s option will be deemed cancelled, the balance in the participant’s account will be returned to the participant (or his or her estate or designated beneficiary in the event of the participant’s death), without interest (except as otherwise required under applicable law), as soon as administratively practicable, and the participant will have no other rights under the 2027 ESPP.

Transferability

Rights to purchase Common Stock under the 2027 ESPP may not be transferred by a participant and may be exercised during a participant’s lifetime only by the participant.

Adjustments Upon a Change in Capitalization

In the event of any reorganizations, recapitalizations, stock splits, reverse stock splits, stock dividends, extraordinary dividends or distributions, or similar events, the ESPP Administrator will appropriately adjust the number and class of shares available under the 2027 ESPP and the applicable purchase price of such shares.

Merger or Other Corporate Transaction

In the event of a merger, sale, or other similar corporate transaction involving the Company, each outstanding option will be assumed or an equivalent option substituted by the successor corporation or a parent or subsidiary of the successor corporation. If the successor corporation refuses to assume or substitute for the option, the offering period with respect to which such option relates will be shortened by setting a new exercise date on which such offering period will end. The new exercise date will occur before the date of the Company’s proposed merger, sale, or other similar corporate transaction.

Amendment and Termination

The ESPP Administrator may amend, suspend or terminate the 2027 ESPP at any time and, in the event of a termination of the 2027 ESPP, may terminate all outstanding offering periods (and return each participant’s account balance to the participant) or allow outstanding offering periods to expire in accordance with their terms. The 2027 ESPP will continue in effect until terminated by the ESPP Administrator.

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Federal Income Tax Consequences

The following is a brief description of the federal income tax treatment that will generally apply to the grant and exercise of rights under the 2027 ESPP, based on federal income tax laws in effect on the date of this proxy statement. The exact federal income tax treatment of options under the 2027 ESPP will depend on the specific nature of any such option and the individual tax attributes of the participant. The following summary is not intended to be exhaustive and, among other considerations, does not describe gift, estate, social security, state, local or international tax consequences. In addition, if one or more sub-plans are established for employees of non-U.S. subsidiaries, the tax rules may be different than discussed below.

The 2027 ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code and, as a result, employees who participate in the 2027 ESPP will be afforded favorable tax treatment subject to meeting certain requirements specified by the Code. In general, there are no federal income tax consequences to a participant upon the grant of the option to purchase shares under the 2027 ESPP at the beginning of an offering period or upon its exercise on the exercise date at the end of an offering period. Upon the disposition of shares of Common Stock acquired upon exercise of an option, the participant will generally be subject to tax and the nature and amount of the tax will depend on whether the employee has satisfied the statutory holding period.

If the employee holds shares acquired under the 2027 ESPP for at least two years from the grant date of his or her option and at least one year from the date he or she acquired the shares (referred to as the “statutory holding period”), any gain on the sale of the shares will be taxed as ordinary income to the extent of the lesser of (i) the amount by which the fair market value of the shares on the grant date (i.e., the first day of the offering period) exceeded the exercise price for the option, or (ii) the amount by which the fair market value of the shares on the date of sale exceeds the exercise price of the option. Any additional gain or loss will be taxed as long-term capital gain or loss.

If the participant sells or otherwise disposes of the shares before the expiration of the statutory holding period, then in the year of such “disqualifying” disposition, the participant will be required to recognize ordinary income equal to the difference between the fair market value of the shares on the date of the exercise of the option and the exercise price of the option. Any additional gain or loss will be short-term or long-term capital gain or loss depending on the length of time the employee has held the shares.

The Company is not entitled to any deduction with respect to the difference between the fair market value of the Common Stock and the option exercise price if the participant satisfies the statutory holding period described above. If shares are sold before the statutory holding period is satisfied, the Company (or, if applicable, the affiliate employer) is entitled to a tax deduction for any ordinary income recognized by the participant.

New Plan Benefits

The benefits that will be received by or allocated to eligible employees under the 2027 ESPP cannot be determined at this time because the amount of payroll deductions contributed to purchase shares of Common Stock under the 2027 ESPP is entirely within the discretion of each participant (subject to the limitations discussed above).

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ALAUNOS THERAPEUTICS, INC. 2027 EMPLOYEE STOCK PURCHASE PLAN.

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PROPOSAL NO. 8:

APPROVAL OF ADJOURNMENT OF THE SPECIAL MEETING

General

If we fail to receive a sufficient number of votes to approve Proposals Nos. 1, 2, 3, 4, 6 and/or 7, we may propose to adjourn or postpone the Special Meeting. We currently do not intend to propose adjournment or postponement at the Special Meeting if there are sufficient votes to approve Proposals Nos. 1, 2, 3, 4, 6 and 7.

THE BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” PROPOSAL NO. 8 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES.

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OTHER INFORMATION

EXECUTIVE OFFICER COMPENSATION

All of the information contained in the sections below generally relates to our named executive officer compensation for fiscal years ended December 31, 2025 and 2024 and was included in our Amendment No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on April 30, 2026 (the “Annual Report”).

Our named executive officers for 2025 and the positions they held with the Company as of November 12, 2026 are:

Throughout this section, the term “named executive officer” is intended to refer to the individuals identified above.

Summary Compensation Table

The following table sets forth information regarding compensation awarded to or earned by our named executive officers.

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Narrative to the Summary Compensation Table

We use base salaries to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our named executive officers. Base salaries are reviewed annually, typically in connection with our annual performance review process, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience. Mr. Hogue was employed as interim CEO in 2024 through July 2, 2025 and has not undergone any salary adjustments related to the same.

Equity Compensation

Our compensation committee believes that long-term equity incentive compensation is a critical component of our executive compensation program that links the interests of our executive officers with those of our stockholders. In 2025 and 2024, equity-based awards for our executive officers were granted in the form of stock options. Stock options align executives’ realizable compensation with the creation of stockholder value and serve as an effective long-term incentive vehicle to retain talent and incentivize performance. Executives only realize value from options if our stock price increases following the grant date.

Stock options granted to our executive officers vest over four years, with 1/16th of the options vesting each quarter.

Other Compensation

We provide certain additional benefits to executive officers that are generally available to all employees, including medical, dental, vision and life insurance coverage either directly or by reimbursement, as well as 401(k) matching contributions.

Employment and Change in Control Agreements

We had the following employment agreements in place with our named executive officers in 2025.

Employment Agreement with Mr. Weis

Effective July 2, 2025, the Company entered into an employment agreement with Holger Weis, governing the terms of his employment as the Company’s Chief Executive Officer. Under the employment agreement, Mr. Weis receives an annual base salary of $275,000. In addition, Mr. Weis was granted an option to purchase 130,000 shares of common stock of the Company, with an exercise price of $5.06 per share.

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Employment Agreement with Mr. Hogue

On January 20, 2024, the Board appointed Dale Curtis Hogue, Jr. as Interim Chief Executive Officer of the Company. On January 21, 2024, the Company entered into an employment agreement with Mr. Hogue, under which he received an annual base salary of $250,000. In addition, Mr. Hogue was awarded 40,000 shares of common stock of the Company with an exercise price of $18.00. Mr. Hogue’s employment agreement was terminated effective July 2, 2025.

Consulting Agreement with Ms. Lackey

On July 16, 2025, Melinda Lackey notified Alaunos Therapeutics, Inc. that, pursuant to Section 1 of the Consulting Agreement between the parties, she was terminating the agreement effective 30 days from the date of such notice, or August 15, 2025. Concurrently with such notice, Ms. Lackey resigned as the Company’s Legal and Administrative Officer and corporate secretary, effective August 15, 2025. Ms. Lackey’s departure was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or procedures.

Through the effective date of termination, Ms. Lackey continued to provide legal and administrative consulting services to the Company, including assisting in its ongoing exploration of strategic alternatives. The Consulting Agreement provided for compensation at a fixed rate of $400 per hour and reimbursement by the Company for usual and customary expenses incurred by Ms. Lackey in connection with performing services under the agreement.

Consulting Agreement with Mr. Groenewald

We entered into a consulting agreement (the “Groenewald Consulting Agreement”), effective February 22, 2024, with Mr. Groenewald pursuant to which Mr. Groenewald will act as our Vice President, Finance. The Groenewald Consulting Agreement will continue indefinitely until terminated by the Company or Mr. Groenewald upon 30 days prior written notice. The Groenewald Consulting Agreement provides for compensation at a fixed rate of $15,000 per month and reimbursement by the Company for any usual and customary expenses incurred by Mr. Groenewald in connection with performing services pursuant to the Groenewald Consulting Agreement.

Role of our Compensation Committee, Management and Consultant

Compensation Committee

Our compensation committee is responsible for reviewing, evaluating, approving, administering and interpreting our executive compensation and benefits policies, programs and plans, including our equity compensation plans. In particular, with respect to the compensation of our named executive officers, our compensation committee is responsible for reviewing and recommending to the outside, independent and non-employee members of the Board the compensation levels and performance goals relevant to the compensation of these officers, and for evaluating the officers’ performance in light of those goals and objectives. The outside, independent and non-employee members of the Board approved the compensation committee’s recommendations for the 2025 compensation of our named executive officers.

Management

Our human resources, finance and legal departments work with our Chief Executive Officer (the “Management Team”) to design and develop new executive compensation programs, to recommend changes to existing compensation programs, to recommend financial and other performance targets to be achieved under those programs, to prepare analyses of financial data, to prepare peer group data comparisons and to prepare other briefing materials for consideration by the compensation committee and ultimately, to implement the decisions of the compensation committee.

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The Management Team recommends to the compensation committee for its discussion and ultimately, approval, proposed corporate performance and strategic goals and their relative weighting for the upcoming fiscal year, and provides input on the level of attainment of the prior year’s strategic goals, for purposes of determining awards under the annual performance bonus plan for all our executives, including the Chief Executive Officer. For executives other than the Chief Executive Officer, the compensation committee will consider the individual performance of the executives, as assessed by the Chief Executive Officer, and the compensation recommendations submitted to the compensation committee by the Chief Executive Officer. Our Chief Executive Officer and other members of management generally attend our compensation committee meetings for a portion of the meeting. No executive officer was present for or voted in the compensation committee or the Board’s final determinations regarding the amount of any component of his or her own 2025 compensation package.

Consultant

In June 2025, our compensation committee engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent compensation consultant. Pearl Meyer provided independent market findings to the compensation committee and has provided advice to the compensation committee as to employee director compensation, Chief Executive Officer compensation and non-employee director compensation in 2024. The Company utilized FW Cook in 2023. Pearl Meyer was determined to be free of conflicts of interest and able to operate as an independent compensation advisor. As part of its duties, Pearl Meyer provided the compensation committee with the following services:

Trading Policy - Hedging and Certain Transactions

We have a policy that prohibits our executive officers, directors and other members of management from engaging in short sales, transactions in put or call options, pledging transactions, hedging transactions or other inherently speculative transactions with respect to our stock. Any violation of these policies may result in disciplinary action, including dismissal for cause.

Outstanding Equity Awards at 2025 Fiscal Year-End

The following table sets forth information regarding option awards and restricted stock awards held as of December 31, 2025 by our named executive officers.

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DIRECTOR COMPENSATION

Non-Employee Director Compensation

In 2025, each of our non-employee directors was compensated as described below pursuant to our non-employee director compensation policy:

The chair of our Board also received further annualized cash compensation of $30,000 for 2025. All cash retainers are to be paid on a quarterly basis in arrears to non-employee directors who continue to serve as members of the Board on the last business day of each calendar quarter.

Our board has elected each quarter to receive their cash compensation in stock options and/or common stock of the Company.

In addition, in connection with a director’s initial election to the Board, he or she receives options to purchase 25,600 shares of our common stock on the date of each new non-employee director’s appointment to our Board. One-thirty-sixth of these options shall vest each month on the monthly anniversary of the grant date. Non-employee directors are also entitled to receive options to purchase 12,800 shares of our common stock on an annual basis upon their election at the annual meeting of our stockholders, with the chair of our Board receiving additional options to purchase 6,400 shares of our common stock. One-twelfth of the annual option grant will vest each month on the monthly anniversary of the grant. If a new director is appointed to the Board between annual meetings of our stockholders, they will be entitled to a prorated option grant.

As set forth in its written charter, the compensation committee annually reviews director compensation practices in consultation with our compensation consultant and recommends any changes for adoption by the full Board. As such, the director compensation described above is subject to change at the discretion of the Board.

Director Compensation Table

The following table sets forth information regarding the compensation earned for service on our Board by our non-employee directors during the year ended December 31, 2025. We reimburse members of our Board for reasonable travel and out-of-pocket expenses incurred in connection with attending Board and committee meetings.

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EQUITY COMPENSATION PLAN INFORMATION

Securities Authorized for Issuance Under Equity Compensation Plans

The 2012 Plan and the 2020 Plan are our only equity compensation plans approved by our stockholders. The following table sets forth certain information as of December 31, 2025 with respect to the 2012 Plan and 2020 Plan and does not include information with respect to the 2027 Equity Plan or the 2027 ESPP:

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DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 50,000,000 shares of Common Stock, par value $0.001 per share, and 30,000,000 shares of preferred stock, par value $0.001 per share, of which 1,000 shares have been designated as Series A-1 Convertible Preferred Stock, 1,000 shares have been designated as Series A-2 Convertible Preferred Stock, 105,286 shares have been designated as Series B Preferred Stock and 276,117 shares have been designated as Series C Preferred Stock.

Common Stock

Holders of Common Stock are entitled to one vote for each share of Common Stock held of record for the election of directors and on all matters submitted to a vote of stockholders. Except as described under “Anti-takeover Effects of Delaware Law and Provisions of our Certificate of Incorporation and Bylaws” below, a majority vote of the holders of Common Stock is generally required to take action under our Certificate of Incorporation and Bylaws. Holders of Common Stock are entitled to receive dividends ratably, if any, as may be declared by our board of directors out of legally available funds, subject to any preferential dividend rights of any preferred stock then outstanding. Upon our dissolution, liquidation or winding up, holders of Common Stock are entitled to share ratably in our net assets legally available after the payment of all our debts and other liabilities, subject to the preferential rights of any preferred stock then outstanding. Holders of Common Stock have no preemptive, subscription, redemption or conversion rights and no sinking fund provisions are applicable to Common Stock. The rights, preferences and privileges of holders of Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we have designated or may designate and issue in the future.

As of November 12, 2026, 4,208,359 shares of Common Stock were outstanding and held by 133 holders of record.

Preferred Stock

Our board of directors has the authority, without action by the stockholders, to designate and issue up to an aggregate of 30,000,000 shares of preferred stock in one or more series. Our board of directors can designate the rights, preferences and privileges of the shares of each series and any of its qualifications, limitations or restrictions. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of Common Stock. The issuance of preferred stock, while providing flexibility in connection with possible future financings and acquisitions and other corporate purposes could, under certain circumstances, have the effect of restricting dividends on Common Stock, diluting the voting power of Common Stock, impairing the liquidation rights of Common Stock, or delaying, deferring or preventing a change in control of us, which might harm the market price of our Common Stock. See also “—Anti-Takeover Effects of Delaware Law and Provisions of Our Certificate of Incorporation and Bylaws—Provisions of our Certificate of Incorporation and Bylaws—Undesignated preferred stock” below.

Our board of directors will make any determination to issue such shares of preferred stock based on its judgment as to our best interests and the best interests of our stockholders.

Series A-1 Preferred Stock and Series A-2 Preferred Stock

As of November 12, 2026, our board of directors had authorized the issuance of up to 1,000 shares of Series A-1 Convertible Preferred Stock (the “Series A-1 Preferred Stock”) and 1,000 shares of Series A-2 Convertible Preferred Stock (the “Series A-2 Preferred Stock”), of which 500 shares and 850 shares, respectively, were issued and outstanding. The terms of the Series A-1 Preferred Stock and Series A-2 Preferred Stock are set forth in the Certificate of Designation of Series A-1 Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware on April 11, 2025, and the Certificate of Designation of Series A-2 Convertible Preferred Stock,

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filed with the Secretary of State of the State of Delaware on June 24, 2025, respectively (together, the “Series A Certificates of Designation”). Each share of Series A-1 Preferred Stock and Series A-2 Preferred Stock has a liquidation value of $1,000, ranks senior to the Common Stock upon any liquidation, dissolution or winding up, and accrues cumulative dividends at the rate of 10% per annum, payable in additional shares of the applicable series, and participates in any dividends paid on the Common Stock on an as-converted basis. Each share of Series A-1 Preferred Stock and Series A-2 Preferred Stock is convertible, at the option of the holder, into a number of shares of Common Stock equal to its liquidation value plus accrued and unpaid dividends divided by a conversion price of $2.76 (Series A-1) or $4.49 (Series A-2), subject to adjustment, provided that no holder may convert to the extent that, after giving effect to such conversion, the holder and its attribution parties would beneficially own in excess of 4.99% (or such other percentage not in excess of 9.99% as the holder may designate upon 61 days’ notice) of the outstanding Common Stock. Holders of Series A-1 Preferred Stock and Series A-2 Preferred Stock are entitled to vote on an as-converted basis together with the holders of Common Stock as a single class on all matters presented to our stockholders, except as otherwise required by law or the Series A Certificates of Designation. The Series A Certificates of Designation may not be amended, modified or waived without the written consent of the holders of a majority of the outstanding shares of the applicable series.

Share Repurchase and Voting Agreement

Concurrently with the execution of the Acquisition Agreement, we entered into the Repurchase and Voting Agreement with Water Mill Asset Management Corp., Robert W. Postma and Jaime W. Vieser, the holders of all of our outstanding shares of Series A-1 Preferred Stock and Series A-2 Preferred Stock, pursuant to which, among other things, such holders agreed to convert their shares of Series A-1 Preferred Stock and Series A-2 Preferred Stock into Common Stock prior to the record date (to the extent permitted by the applicable beneficial ownership limitations), agreed to vote in favor of the Parent Stockholder Matters (as defined in the Acquisition Agreement), and agreed to sell to us, on the second business day following the Stockholder Approval, all such shares of Common Stock and any remaining shares of Series A-1 Preferred Stock and Series A-2 Preferred Stock for an aggregate cash amount equal to the accreted value of such preferred stock (approximately $1.6 million in the aggregate if the Stockholder Approval is obtained prior to February 2027). The Repurchase and Voting Agreement was approved by a committee of disinterested directors of the Board of Directors. See “Description of the Transactions—Share Repurchase and Voting Agreement.”

Series B Preferred Stock

As of November 12, 2026, our board of directors had authorized the issuance of up to 105,286 shares of Series B Preferred Stock, of which 105,286 shares were issued and outstanding. The terms of the Series B Preferred Stock are as set forth in the Series B Certificate of Designation, attached as Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on October 13, 2026. Holders of Series B Preferred Stock are entitled to receive dividends on shares of Series B Preferred Stock equal to, on an as-if-converted-to-common stock basis, and in the same form as dividends actually paid on shares of Common Stock. Except as provided in the Series B Certificate of Designation or as otherwise required by law, the Series B Preferred Stock does not have voting rights. However, as long as any shares of Series B Preferred Stock are outstanding, we will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series B Preferred Stock: (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock, or alter or amend the Series B Certificate of Designation, amend or repeal any provision of, or add any provision to, the Certificate of Incorporation or Bylaws, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of Preferred Stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series B Preferred Stock, regardless of whether any of the foregoing actions will be by means of amendment to the Certificate of Incorporation or by merger, consolidation, recapitalization, reclassification, conversion or otherwise, (b) issue further shares of Series B Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series B Preferred Stock, (c) at any time while at least 30% of the originally issued Series B Preferred Stock remains issued and outstanding, (i) consummate (x) any Fundamental Transaction (as defined in

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the Series B Certificate of Designation) or (y) any merger or consolidation of the Company with or into another entity or any stock sale to, or other business combination in which the stockholders of the Company immediately before such transaction do not hold at least a majority of the capital stock of the Company immediately after such transaction, (ii) increase or decrease the size of the board of directors of the Company, (iii) adopt, amend or repeal any written delegation of authority policy, corporate authority matrix or similar document, framework or schedule unless such adoption, amendment or repeal has been approved by the unanimous vote of the board of directors of the Company, (iv) terminate or replace the Company’s registered independent public accounting firm, independent compensation consultant or corporate counsel, or (v) use any portion of the proceeds of the Financing to fund our legacy business in excess of the amounts contemplated by the Acquisition Agreement, to declare or pay any dividend or other distribution on, or to redeem or repurchase, any shares of our capital stock or to repay any indebtedness owed to any of our directors, officers or affiliates, or take any action that would constitute a material deviation from the operating plan contemplated by the Acquisition Agreement, (d) prior to the Stockholder Approval, amend, waive or modify the Acquisition Agreement in any manner that would be reasonably likely to prevent, impede or materially delay the Stockholder Approval, or (e) enter into any agreement with respect to any of the foregoing. The Series B Preferred Stock does not have a preference upon any liquidation, dissolution or winding-up of the Company.

Following the Stockholder Approval, each share of Series B Preferred Stock may, at the option of the holder, be converted into 1,000 shares of Common Stock, subject to certain limitations, including that a holder of Series B Preferred Stock is prohibited from converting shares of Series B Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (established by the holder between 0% and 19.99%) of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.

Series C Preferred Stock

As of November 12, 2026, our board of directors had authorized the issuance of up to 276,117 shares of Series C Preferred Stock, of which 276,117 shares were issued and outstanding. The terms of the Series C Preferred Stock are as set forth in the Series C Certificate of Designation, attached as Exhibit 3.2 to our Current Report on Form 8-K filed with the SEC on October 13, 2026. Holders of Series C Preferred Stock are entitled to receive dividends on shares of Series C Preferred Stock equal to, on an as-if-converted-to-common stock basis, and in the same form as dividends actually paid on shares of Common Stock. Except as provided in the Series C Certificate of Designation or as otherwise required by law, the Series C Preferred Stock does not have voting rights. However, as long as any shares of Series C Preferred Stock are outstanding, we will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series C Preferred Stock: (a) alter or change adversely the powers, preferences or rights given to the Series C Preferred Stock, or alter or amend the Series C Certificate of Designation, amend or repeal any provision of, or add any provision to, the Certificate of Incorporation or Bylaws, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of Preferred Stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series C Preferred Stock, regardless of whether any of the foregoing actions will be by means of amendment to the Certificate of Incorporation or by merger, consolidation, recapitalization, reclassification, conversion or otherwise, (b) issue further shares of Series C Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series C Preferred Stock, (c) prior to the Stockholder Approval, amend, waive or modify the Acquisition Agreement in any manner that would be reasonably likely to prevent, impede or materially delay the Stockholder Approval or the automatic conversion of the Series C Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing. The Series C Preferred Stock does not have a preference upon any liquidation, dissolution or winding-up of the Company.

Effective as of 5:00 p.m. (Eastern time) on the third business day following the Stockholder Approval, each share of Series C Preferred Stock will automatically convert into 1,000 shares of Common Stock, subject to certain limitations, including that a holder of Series C Preferred Stock is prohibited from converting shares of Series C

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Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (established by the holder between 0% and 19.99%) of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.

We have no current plan to issue any additional shares of preferred stock.

Registration Rights

Certain of the holders of our Common Stock, Series B Preferred Stock and Series C Preferred Stock are entitled to certain rights with respect to the registration of such securities under the RRA. Pursuant to the RRA, we are required to prepare and file a resale registration statement with the SEC within 30 calendar days following the closing of the Financing covering the resale of the shares of Common Stock issued in the Financing and the shares of Common Stock issuable upon conversion of the Series B Preferred Stock and Series C Preferred Stock, and to use our commercially reasonable efforts to cause such registration statement to be declared effective by the SEC within five business days of the date we are notified by the SEC that the registration statement will not be reviewed (or within 60 calendar days following the initial filing of the registration statement if the SEC reviews the registration statement). Former Velaris stockholders who received shares of Series B Preferred Stock or Series C Preferred Stock in the Asset Acquisition may also join the RRA. We have also agreed, among other things, to indemnify the holders party to the RRA and their respective officers, directors, members, employees, partners, managers, stockholders, affiliates, investment advisors and agents from certain liabilities and to pay all fees and expenses (excluding any legal fees of the selling holders and any underwriting discounts and selling commissions) incident to our obligations under the RRA. See also “Description of the Transactions—Concurrent Financing Transaction.”

Anti-Takeover Effects of Delaware Law and Provisions of Our Certificate of Incorporation and Bylaws

Certain provisions of the DGCL, and of our Certificate of Incorporation could have the effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions, which are summarized below, are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and, as a consequence, they might also inhibit temporary fluctuations in the market price of our Common Stock that often result from actual or rumored hostile takeover attempts. These provisions are also designed in part to encourage anyone seeking to acquire control of us to first negotiate with our board of directors. These provisions might also have the effect of preventing changes in our board of directors or management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders might otherwise deem to be in their best interests. However, we believe that the advantages gained by protecting our ability to negotiate with any unsolicited and potentially unfriendly acquirer outweigh the disadvantages of discouraging such proposals, including those priced above the then-current market value of our Common Stock, because, among other reasons, the negotiation of such proposals could improve their terms.

Delaware takeover statute

We are subject to the provisions of Section 203 of the DGCL (“Section 203”). In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a three-year period following the time that this stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. Under Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the following conditions:

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Section 203 defines a business combination to include:

In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.

Provisions of our Certificate of Incorporation and Bylaws

Our Certificate of Incorporation and Bylaws include a number of provisions that may have the effect of delaying, deferring or discouraging another party from acquiring control of us and encouraging persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our board of directors rather than pursue non-negotiated takeover attempts. These provisions include the items described below.

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Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock is Equiniti Trust Company, LLC. The transfer agent’s address is 1110 Center Pointe Curve, Suite 101, Mendota Heights, MN 55120, and its telephone number is (929) 502-2760.

Exchange Listing

Our Common Stock is listed on the Nasdaq Capital Market under the symbol “TCRT.”

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PRINCIPAL STOCKHOLDERS

The following table sets forth information, to the extent known by us or ascertainable from public filings, with respect to the beneficial ownership of Common Stock as of November 12, 2026 by:

The column entitled “Common Stock Beneficially Owned” is based on a total of 4,208,359 shares of Common Stock outstanding as of November 12, 2026, the record date.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to Common Stock. Shares of Common Stock subject to options that are currently exercisable or exercisable within 60 days of November 12, 2026 are considered outstanding and beneficially owned by the person holding the options for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Shares of Common Stock issuable upon the conversion of the Series A-1 Convertible Preferred Stock and Series A-2 Convertible Preferred Stock, and upon the declaration of dividends accrued thereon, within 60 days of November 12, 2026 are treated in the same manner, subject to the beneficial ownership limitations applicable to such conversion. Due to the conversion limitations on the Series B Preferred Stock and Series C Preferred Stock, shares of Common Stock issuable upon the conversion of Series B Preferred Stock and Series C Preferred Stock, if approved by our stockholders, have been excluded from beneficial ownership set forth below. Except as otherwise noted, the persons and entities in this table have sole voting and investing power with respect to all of the shares of Common Stock beneficially owned by them, subject to community property laws, where applicable. Except as otherwise indicated in the table below, addresses of named beneficial owners are in care of Alaunos Therapeutics, Inc., 501 E. Las Olas Blvd., Suite 300, Fort Lauderdale, FL 33301.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

We file reports, proxy statements and other information with the SEC as required by the Exchange Act. You can review our electronically filed reports, proxy and information statements on the SEC’s website at http://www.sec.gov or on our website at https://www.alaunos.com. Information included on our website is not a part of this proxy statement.

You should rely only on the information contained in this proxy statement or on information to which we have referred you. We have not authorized anyone else to provide you with any information. A representative of our independent registered public accounting firm, Cherry Bekaert LLP, is not expected to be present at the virtual Special Meeting, and will therefore not have an opportunity to make a statement if he or she desires to do so or to respond to appropriate questions from our stockholders.

If you have more questions about this proxy statement or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor at:

Stockholders may call toll free: (877) 750-8310

Banks and Brokers may call collect: (212) 750-5833

HOUSEHOLDING

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our proxy statement may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of the proxy statement to you upon written or oral request to Alaunos Therapeutics, Inc., 501 E. Las Olas Blvd., Suite 300, Fort Lauderdale, FL 33301, (346) 355-4099, Attention: Corporate Secretary. If you want to receive separate copies of the proxy statement or annual reports to stockholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and phone number.

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STOCKHOLDER PROPOSALS

Stockholder Proposals and Director Nominations for the 2027 Annual Meeting

Our Bylaws establish an advance notice procedure for stockholders who wish to nominate a person for election to the Board of Directors or present a proposal to be considered at an annual meeting of stockholders, but who do not intend for the nomination or proposal to be included in our proxy statement. To make a nomination or proposal, the stockholder must be of record at the time the notice is made, must be entitled to vote at the annual meeting of stockholders, must be present (in person or by proxy) at the annual meeting of stockholders, and must provide certain information regarding itself (and the beneficial owner), including the name and address, as they appear on our books, of the stockholder proposing such business, the number of shares of our capital stock which are, directly or indirectly, owned beneficially or of record by the stockholder proposing such business or its affiliates or associates (as defined in Rule 12b-2 promulgated under the Exchange Act) and certain additional information. The stockholder must deliver timely written notice by mailing any nomination or proposal to: Corporate Secretary, Alaunos Therapeutics, Inc., 501 E. Las Olas Blvd., Suite 300, Fort Lauderdale, FL 33301.

Because we did not hold an annual meeting of stockholders in 2026, there is no preceding year’s annual meeting from which to measure the advance notice period provided in our Bylaws. Accordingly, to be timely for our 2027 Annual Meeting of Stockholders (the “2027 Annual Meeting”), our corporate secretary must receive the written notice at our principal executive offices:

In addition, if public announcement of the date of our 2027 Annual Meeting is first made fewer than 100 days before the 2027 Annual Meeting, then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no later than the close of business on the later of the following two dates:

Our Bylaws specify the requirements as to form and content of all stockholders’ notices with respect to nominations of director candidates and proposals for other business. These requirements may preclude stockholders from bringing matters before the stockholders at an annual or special meeting. Any stockholder wishing to make a nomination must also include all information relating to the nominee that is required to be disclosed in solicitations of proxies for election of directors in election contests or is otherwise required under Regulation 14A of the Exchange Act, the person’s written consent to be named in the proxy statement and to serve as a director if elected, and such information as we might reasonably require to determine the eligibility of the person to serve as a director.

As to proposals for other business, the notice must include a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, and any material interest of such stockholder (and the beneficial owner) in the proposal. The proposal must be a proper subject for stockholder action.

In addition to the requirements stated above, any stockholder who wishes to submit a proposal for inclusion in our proxy materials must comply with the procedures prescribed in Rule 14a-8 under the Exchange Act and in our Bylaws. Because we did not hold an annual meeting of stockholders in 2026, our corporate secretary must receive stockholder proposals intended to be included in our proxy statement and form of proxy relating to our 2027 Annual Meeting made under Rule 14a-8 a reasonable time before we begin to print and send our proxy materials for the 2027 Annual Meeting.