Alaunos Therapeutics, Inc. announced the execution of an Agreement and Plan of Merger on October 13, 2026, to acquire Velaris Therapeutics, Inc. The transaction is structured as a stock-for-stock merger. Velaris will become a wholly owned subsidiary of Alaunos following the merger.
Under the terms of the Merger Agreement, at closing, Alaunos issued 105,286 shares of Series B Non-Voting Convertible Preferred Stock and 33,054 shares of Series C Non-Voting Convertible Preferred Stock to Velaris stockholders. Each share of preferred stock is convertible into 1,000 shares of Alaunos common stock.
Concurrently with the merger, Alaunos closed a private placement financing (PIPE) with a group of institutional investors. The company sold 687,789 shares of common stock at $1.4357 per share and 243,063 shares of Series C Preferred Stock at $1,435.70 per share. The aggregate purchase price for the PIPE was approximately $350 million.
The net proceeds from the financing are intended to fund the research and development of Velaris’s programs, working capital, and general corporate purposes. Alaunos also entered into support agreements with certain officers and directors to vote in favor of specific stockholder proposals, including the conversion of preferred stock and amendments to the company’s charter.
