Alaunos Therapeutics, Inc. filed a Current Report on Form 8-K with the Securities and Exchange Commission on September 16, 2026, announcing the approval and adoption of the company's Second Amended and Restated By-Laws. The filing indicates that these new bylaws amend and restate the company's previous Amended and Restated By-Laws, which were adopted on January 8, 2026.
The primary substantive change detailed in the filing is an amendment to Article 2, Section 2.8, which governs the requirements for a quorum at stockholder meetings. Under the prior bylaws, a quorum was established by the presence in person or by proxy of holders representing a majority in voting power of all outstanding shares. The new bylaws reduce this threshold to one-third (1/3) of the voting power of all outstanding shares entitled to vote.
The filing notes that the provisions governing the adjournment of meetings in the absence of a quorum remain unchanged. Additionally, the bylaws include certain conforming, clarifying, and non-substantive changes, such as updates to defined terms and minor typographical and formatting corrections. The quorum requirement for meetings of the Board of Directors and its committees remains a majority of directors present.
The Second Amended and Restated By-Laws, dated September 16, 2026, are filed as Exhibit 3.1 to this report.
