Alaunos Therapeutics, Inc 8-K, filed Dec 23, 2025
Alaunos Therapeutics, Inc. (TCRT)
About this 8-K
Alaunos Therapeutics, Inc filed this 8-K on December 23, 2025, reporting on events of December 17, 2025.
Items reported
- Item 8.01: Other events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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Item 1.01 - Entry into a Material Definitive Agreement
On December 17, 2025, Alaunos Therapeutics, Inc. (the “Company”) entered into a Settlement and Release Agreement (the “Settlement Agreement”) with The University of Texas M.D. Anderson Cancer Center (“MD Anderson”) resolving all disputes related to unpaid invoices under the 2019 Research and Development Agreement.
Under the Settlement Agreement, the Company agreed to pay MD Anderson a total of $285,055 in full satisfaction of the outstanding invoices, payable in installments as follows:
$142,528 on or before December 30, 2025;
$28,506on or before January 30, 2026;
$28,506 on or before February 28, 2026;
$28,506 on or before March 30, 2026;
$28,506 on or before April 30, 2026; and
$28,506 on or before May 30, 2026.
The Settlement Agreement includes mutual general releases of claims arising from or relating to the unpaid invoices, with customary exceptions including for breach of the Settlement Agreement itself and certain ongoing matters such as Protocol 2006-0676.
The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. |
Description |
10.1 |
Settlement Agreement, dated December 17, 2025 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Alaunos Therapeutics, Inc. |
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Date: |
December 23, 2025 |
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/s/ Holger Weis |
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Holger Weis |
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Title: |
Chief Executive Officer |
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SETTLEMENT AND RELEASE AGREEMENT
This Settlement and Release Agreement (the “Agreement”) is effective as of the date of last signature (the “Effective Date”), between The University of Texas M.D. Anderson Cancer Center (“MD Anderson”) on the one hand, and Alaunos Therapeutics Inc. f/k/a Ziopharm Oncology, Inc. (“Alaunos”), on the other, for the purpose of resolving by compromise and settlement certain disputes as set forth below, upon the terms and consideration set forth below, the sufficiency of which the parties hereto acknowledge and affirm. MD Anderson and Alaunos may be referred to herein, from time to time, individually as a “Party” and collectively as the “Parties.”
WHEREAS, MD Anderson and Alaunos entered into that certain 2019 Research and Development Agreement (the “2019 Agreement”) effective on October 22, 2019, as amended.
WHEREAS, Alaunos defaulted in paying invoice numbers GRN0602575, GRN0602743, GRN0603462, and GRN0621753, totaling $285,055.68 (the “Unpaid Invoices”) under the 2019 Agreement.
WHEREAS, on June 18, 2025, and on November 4, 2025, MD Anderson sent demand letters for the Unpaid Invoices.
WHEREAS, on November 12, 2025, the Parties reached a compromise to resolve payment of the Unpaid Invoices without litigation.
WHEREAS, pursuant to this Agreement, the Parties wish to fully resolve and settle all disputes relating to the Unpaid Invoices as provided herein.
WHEREAS, the Parties acknowledge and agree that protocol number 2006-0676, Principal Investigator Partow Kebriaei, entitled “Long-Term Follow-Up Study of Recipients of Gene Transfer Research Protocols” (“Protocol 2006-0676”) is still active as of the time this Agreement is entered into.
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Agreement with their respective attorneys, have had the opportunity to engage their own legal counsel of their own choice, and have in fact done so; (iii) have made their own investigation of the facts, have had a full opportunity to review the terms of this Agreement, and have and are relying solely upon their own knowledge and the advice of their own legal counsel; (iv) have carefully read and understood all of the provisions of this Agreement and are entering into this Agreement freely and voluntarily; (v) knowingly waive any claim that this Agreement was induced by any misrepresentation, omission, or nondisclosure and any right to rescind or avoid this Agreement based upon presently existing facts, known or unknown; (vi) are the lawful owners of the claims and the potential claims released in this Agreement; (vii) have full capacity and authority to settle, compromise, and release their claims and potential claims and to enter into this Agreement; (viii) no other person or entity has inherited, acquired, or has been assigned, or will in the future inherit, acquire, or have any right to assert any portion of the claims or potential claims released in this Agreement; and (ix) they know of no other person or entity that intends to assert a claim by, through, under, or on behalf of any Party. The Parties stipulate that the other Parties are relying upon these representations and warranties in entering into this Agreement. These representations and warranties shall survive the execution of this Agreement.
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THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT, AND DECLARE THAT, BY PLACING THEIR RESPECTIVE SIGNATURES BELOW, THEY FULLY UNDERSTAND AND ACCEPT ITS PROVISIONS IN THEIR ENTIRETY AND WITHOUT RESERVATION.
THE UNIVERSITY OF TEXAS M.D. ANDERSON CANCER CENTER
Name: Omer Sultan
Title: SVP & CFO
Date: 12/17/2025
THE UNIVERSITY OF TEXAS SYSTEM OFFICE OF GENERAL COUNSEL
Name: Daniel H. Sharphorn
Title: Vice Chancellor and General Counsel
Date: December 16, 2025
ALAUNOS THERAPETICS, INC (F/K/A ZIOPHARM ONCOLOGY, INC).
Name: Holger Weis
Title: Chief Executive Officer
Date: December 15, 2025
MD ANDERSON USE ONLY:
Reviewed and Approved as to Form by MD Anderson Legal Services for MD Anderson
Name: Seth Miller
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