SCHEDULE: WaterMill Asset Management and Director Robert Postma Significantly Increase Stake in Alaunos Therapeutics with New Preferred Stock Investments

WaterMill Asset Management Corp. and its President, Robert W. Postma, a director of Alaunos Therapeutics, Inc., have substantially increased their beneficial ownership in the company through open market purchases and private offerings of convertible preferred stock.

Summary

• WaterMill Asset Management Corp. and Robert W. Postma, a director of Alaunos Therapeutics, Inc., collectively hold an aggregate beneficial ownership of 199,796 shares, representing approximately 9.0% of Alaunos Therapeutics' outstanding common stock.
• WaterMill Asset Management Corp. directly beneficially owns 166,963 shares, which constitutes approximately 7.6% of the outstanding common stock, including 33,333 common shares and 133,630 shares underlying 600 shares of Series A-2 Convertible Preferred Stock.
• Robert W. Postma directly beneficially owns 32,820 shares, approximately 1.6% of the outstanding common stock, including 3,737 stock options exercisable within 60 days.
• WaterMill Asset Management Corp. purchased 33,333 common shares for approximately $23,680,096.50.
• WaterMill Asset Management Corp. acquired 500 shares of Series A-1 Convertible Preferred Stock for $500,000 on April 11, 2025, and 600 shares of Series A-2 Convertible Preferred Stock for $600,000 on June 24, 2025, through private offerings.
• Mr. Postma purchased 7,996 shares with personal funds for approximately $4,391,613.50 and received 21,087 shares and 3,737 stock options as compensation for his director service.
• The Series A-2 Preferred Stock is convertible into common shares on a 1:1 basis and grants voting rights alongside common stockholders.
• The Series A-1 Preferred Stock is convertible into 181,159 shares but is subject to a 4.99% beneficial ownership conversion limitation.

Sentiment

Score: 7

Explanation: The filing indicates a significant increase in beneficial ownership by a key investor and director, coupled with capital raises through preferred stock offerings, which generally signals confidence and provides funding for the company.

Positives

• A significant increase in beneficial ownership by WaterMill Asset Management Corp. and director Robert W. Postma signals strong confidence in Alaunos Therapeutics, Inc.'s future prospects.
• The successful completion of private offerings for Series A-1 and Series A-2 Convertible Preferred Stock has provided Alaunos Therapeutics, Inc. with $1.1 million in new capital.
• Robert W. Postma, as a director, has a substantial personal investment in the company, which aligns his interests directly with those of other shareholders.

Future Outlook

NA

Management Comments

• Mr. Postma is a director of the Issuer.
• Except in Mr. Postma's capacity as a director of the Issuer, the Reporting Persons do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) (j) of Item 4 of Schedule 13D except as set forth herein.
• The Reporting Persons reserve the right to increase or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
• The Reporting Persons reserve the right to change their intention with respect to any and all matters referred to in this Item 4.

Industry Context

This filing indicates a significant investment by an asset management firm and an insider (director) in a biotechnology or pharmaceutical company, given 'Therapeutics' in the name. Such investments can signal confidence in the company's pipeline or strategic direction, especially when a director is involved. It also highlights the use of convertible preferred stock as a financing mechanism, which is common in growth-oriented sectors like biotech.

Corporate Governance

Related Party Transactions

• WaterMill Asset Management Corp., where Robert W. Postma serves as President, purchased common shares and preferred stock from Alaunos Therapeutics, Inc.
• Robert W. Postma, a director of Alaunos Therapeutics, Inc., purchased common shares and received additional shares and stock options as compensation for his director service.
• Robert W. Postma's spouse purchased common shares.

Stakeholder Impact

• Shareholders may experience potential future dilution upon conversion of preferred stock, but also benefit from increased alignment with a significant investor and director, and potential strategic influence from a large, coordinated ownership group.
• Alaunos Therapeutics, Inc. received a capital infusion from the preferred stock offerings, which can support its operations or strategic initiatives.

Next Steps

• The Reporting Persons may increase or decrease their position in Alaunos Therapeutics, Inc. through open market or private transactions.
• The Series A-2 Preferred Stock is convertible into common shares at the holder's option.
• The Series A-1 Preferred Stock is convertible into common shares at the holder's option, subject to a 4.99% beneficial ownership limitation.

Key Dates

Keywords

Alaunos Therapeutics, WaterMill Asset Management, Robert W. Postma, Schedule 13D, Beneficial Ownership, Convertible Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, Private Offering, Capital Raise, Director Ownership, SEC Filing