Alaunos Acquires Velaris Therapeutics in $350M Reverse Merger, Reshaping Pipeline Around PAH

summarizeSummary

Alaunos Therapeutics completed a reverse merger with Velaris Therapeutics and a concurrent $350 million private placement, pivoting the company to a PAH-focused pipeline under Fairmount Funds' control. The deal massively dilutes existing shareholders but provides cash runway into 2029.

check_boxKey Events · M&A and Partnerships · TCRT

• Reverse Merger with Velaris Completed

  Alaunos acquired Velaris Therapeutics on October 13, 2026, issuing 105,286 shares of Series B Preferred Stock and 33,054 shares of Series C Preferred Stock to Velaris stockholders, each convertible into 1,000 shares of Common Stock — approximately 138.3 million common-equivalent shares.

• $350M Concurrent Private Placement

  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 for approximately $350 million in gross proceeds, led by Fairmount with participation from Venrock, T. Rowe Price, Wellington, Janus Henderson, and others.

• Massive Dilution for Legacy Shareholders

  Pre-deal Alaunos had approximately 3.4 million shares outstanding; the merger and financing together add roughly 382 million common-equivalent shares, with total capitalization of approximately 386.9 million shares as-converted.

• Fairmount Takes Board Control

  Upon stockholder approval of the Conversion Proposal, three current directors (Postma, Jerman, Vieser) will resign and Fairmount designees will fill the vacancies, giving Fairmount-affiliated directors four of five board seats. Peter Harwin of Fairmount joined the board effective immediately.

auto_awesomeAnalysis · TCRT · Life Sciences

Alaunos Therapeutics, a micro-cap biotech facing Nasdaq delisting and a critical cash position of just $0.35 million, has completed a transformative reverse merger with Velaris Therapeutics and a concurrent $350 million private placement. The deal hands control of the company to Fairmount Funds Management — whose designees will hold four of five board seats after stockholder approval — and pivots the pipeline entirely to Velaris's ActRII-Fc ligand traps and anti-PDGF-B antibody for pulmonary arterial hypertension. Existing Alaunos shareholders are massively diluted: the merger and financing together add approximately 382 million common-equivalent shares against roughly 3.4 million pre-deal shares outstanding. The $350 million infusion removes near-term bankruptcy risk and funds operations into 2029, but the economics are starkly different for legacy holders versus the new Fairmount-led investor group.