Alaunos acquires Velaris, announces about $350 million in financing to develop pulmonary treatments
Key Facts
Alaunos Therapeutics completed its acquisition of Velaris Therapeutics on October 13, 2026, and simultaneously announced financing aimed at raising about $350 million to develop drug candidates for pulmonary arterial hypertension. According to the company's filing with the U.S. Securities and Exchange Commission, the acquisition was completed on that date, while the financing remained subject to customary closing conditions. Alaunos said in its deal announcement that the private placement was oversubscribed. The announced amount represents approximate gross proceeds before expenses, according to the statement. Fairmount led the placement, with participation from specialist biotechnology investors. The announced financing is tied to a drug development program whose candidates have yet to be evaluated in humans, according to the investor presentation attached to the filing.
The acquisition consideration included securities issued by Alaunos to Velaris shareholders, under the terms set out in the regulatory filing. The company issued 105,286 shares of Series B preferred stock, which are non-voting and convertible into common stock. It also issued Velaris shareholders 33,054 shares of Series C preferred stock, which are likewise non-voting and convertible. The deal structure allows each preferred share issued as part of the acquisition to be converted into 1,000 common shares, subject to the terms specified in the filing. The financing agreement accompanying the acquisition set the sale price of the common stock at $1.4357 per share. The filing thus included the terms for issuing preferred shares to shareholders of the acquired company, alongside the issue price of common shares in the private placement.
The development portfolio includes lead candidate VLR 199, which the company described as a ligand-trap protein targeting the activin signaling pathway. The candidate uses an activin type IIA receptor linked to an antibody fragment, according to Alaunos' statement. VLR 360 is a monoclonal antibody targeting platelet-derived growth factor B. The company said this target represents a complementary pathway in pulmonary arterial hypertension. The program thus combines a candidate targeting activin signaling with another targeting a growth factor pathway, according to the company's description of their respective mechanisms of action. The investor presentation confirmed the development status, stating that "none of the company's drug candidates has been evaluated in humans."
The drug assets on which Velaris was founded originated in discoveries by Paragon, according to Alaunos' acquisition announcement. The statement described Velaris as the ninth company launched based on assets discovered by Paragon. Regarding the company's identity after the deal, Alaunos intends to put a proposed name change to Velaris Therapeutics to shareholders, according to the regulatory filing. The acquisition arrangements also included lock-up agreements signed by certain executives and directors remaining with the company. Those agreements set a base lock-up period of 180 days after the acquisition closed, subject to customary exceptions and possible extensions. For the securities associated with the financing, the registration rights agreement requires the company to file a registration statement for their resale within 30 calendar days after the financing closes.
In the market, Alaunos shares, traded under the ticker TCRT, rose between the session preceding the announcement and the session in which the acquisition and financing were announced. The stock closed at about $3.03 on October 13, 2026, according to EL7 market closing data. It had closed at $1.05 in the October 12, 2026, session preceding the announcement. The announcement-day close was above the common stock sale price of $1.4357 in the private placement agreement. Meanwhile, the issue price specified in the financing agreement was above the closing price in the session preceding the announcement. The stock's move between the two closing prices coincided with the announcement of the completed acquisition and financing directed toward Velaris' portfolio of candidates for pulmonary arterial hypertension.
According to the filing released on the announcement date, the financing was expected to close on October 14, 2026, subject to customary closing conditions. Alaunos said it expects the placement proceeds to fund operations into 2029. On the development timeline, the VLR 199 program targets an application to begin clinical trials in the second half of 2027, according to the investor presentation. The VLR 360 program targets a similar application in the second half of the same year. The company expects proof-of-concept data for lead candidate VLR 199 in 2028. These data are among the candidate's upcoming development goals, following the targeted date for submitting an application to begin clinical trials, and are not treatment results the company has announced achieving.