ALAUNOS THERAPEUTICS INC美股招股说明书(2025-12-11版)

Up to 327,740 Shares of Common Stock This prospectus relates to the potential resale from time to time by Mast Hill Fund, L.P. (“Mast Hill” or the “Selling Stockholder”), at prices and on terms thatwill be determined at the time of any such offering, of up to 327,740 shares of our common stock, par value $0.001 per share, which includes (1)up to 247,840shares of our common stock (the “Purchase Shares”) that may be issued to Mast Hill Fund, L.P. (“Mast Hill”) from time to time pursuant to the Equity PurchaseAgreement, dated as of May19, 2025 (the “Purchase Agreement”), and (2)up to 79,900 shares of our common stock, upon the exercise of the common stock Under the Purchase Agreement, we may elect to sell common stock to Mast Hill in an aggregate amount up to $25,000,000, over a period of up to 24monthscommencing on the Commencement Date (as defined in the Purchase Agreement) and after satisfaction of other conditions in the Purchase Agreement. The five-year Warrant is immediately exercisable and has an initial exercise price per share of $4.00. The exercise price and number of shares of common stock issuableupon exercise is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or Under the applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”), in no event may we issue to the Selling Stockholder shares of our common stockrepresenting more than 19.99% of the total number of shares of common stock outstanding as of the date of the Purchase Agreement, unless (i)we obtain theapproval of the issuance of such shares by our stockholders in accordance with the applicable Nasdaq rules or (ii)or unless certain exceptions apply, such as if We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the shares of our common stock by the SellingStockholder. However, we may receive up to an aggregate of $25million in proceeds from the sale of our common stock to the Selling Stockholder pursuant to The Selling Stockholder may offer, sell or distribute all or a portion of the shares of our common stock acquired under the Purchase Agreement and herebyregistered publicly or through private transactions at prevailing market prices or at negotiated prices. The actual proceeds from the Selling Stockholder may beless than this amount depending on the number of shares of our common stock sold and the price at which the shares of our common stock are sold. We will bear all costs, expenses and fees in connection with the registration of the shares of our common stock, including with regard to compliance with statesecurities or “blue sky” laws. The timing and amount of any sales are within the sole discretion of the Selling Stockholder. The Selling Stockholder is anunderwriter under the Securities Act with respect to the resale of shares held by it. Although the Selling Stockholder is obligated to purchase shares of ourcommon stock under the terms and subject to the conditions and limitations of the Purchase Agreement to the extent we choose to sell such shares of our Our common stock is listed on The Nasdaq Capital Market under the symbol “TRCT.” On December10, 2025, the last reported sale price of our common stockon The Nasdaq Capital Market was $4.31 per share. Table of Contents TABLE OF CONTENTS Page12111 Prospectus SummaryRisk FactorsCautionary Note Regarding Forward-Looking StatementsThe Equity FinancingUse of ProceedsMarket InformationDividend PolicyDilutionThe Selling StockholderDescription of Capital StockPlan of DistributionLegal MattersExpertsWhere You Can Find Additional InformationIncorporation of Certain Information by Reference Table of Contents ABOUTTHISPROSPECTUS The registration statement we filed with the Securities and Exchange Commission, or the SEC, includes exhibits that provide more detail of the mattersdiscussed in this prospectus. You should read this prospectus, the related exhibits filed with the SEC, and the documents incorporated by reference You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front of thedocument or that any information we have incorporated by reference herein or therein is correct on any date subsequent to the date of the documentincorporated by reference, even though this prospectus is delivered, or securities are sold, on a later date. This prospectus contains or incorporates byreference summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for You should rely only on the information that we have included or incorporated by reference in this prospectus. Neither we nor the Selling Stockholderhas authorized any other person to provide you with different information. If anyone provides you with additional, different or inconsistent information,you should not rely on i