Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Dale Curtis Hogue, Jr.
On December 29, 2023, the board of directors (the “Board”) of Alaunos Therapeutics, Inc. (the “Company”) appointed Dale Curtis Hogue, Jr. as a director of the Company, effective immediately. The Board does not anticipate appointing Mr. Hogue to any Board committees. The Board has determined that Mr. Hogue meets the requirements for independence under the applicable listing standards of the Nasdaq Stock Market LLC and the Securities and Exchange Act of 1934, as amended.
Mr. Hogue has worked for over 20 years in various roles on both the buy- and sell-side covering biotechnology and pharmaceutical equities. Most recently, he founded Dune Lake Capital, a family office focused on the healthcare industry. Mr. Hogue spent almost eight years as a senior analyst at Discovery Capital Management, where he covered global healthcare stocks including US therapeutics, Japanese pharmaceuticals and European pharma and biotech. Early in his career, he worked as a research scientist and as a patent examiner at the US Patent and Trademark Office. Mr. Hogue holds an MBA from Duke University, an MS in Biotechnology from Johns Hopkins University and a BS in Physics from James Madison University.
As a non-employee director, Mr. Hogue will participate in the Company’s compensation program applicable to all non-employee directors, which is summarized below and in the Company’s 2023 Proxy Statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on April 25, 2023. Under the Company’s non-employee director equity compensation program, each non-employee director receives a base annual cash retainer of $50,000. In addition, Mr. Hogue will be granted an initial grant of a stock option to purchase 150,000 shares of common stock of the Company (the “Initial Grant”). Mr. Hogue will also receive a pro-rated annual grant of a stock option to purchase 41,667 shares of common stock of the Company (the “Annual Grant”). The Initial Grant will vest in equal monthly installments on the monthly anniversary of the grant date over 36 months. The Annual Grant will vest in equal monthly installments on the monthly anniversary of the grant date over five months. In the case of the Initial Grant and the Annual Grant, vesting is subject to Mr. Hogue’s continued service through each applicable vesting date. In the event of a change in control (as defined in the Company’s 2020 Equity Incentive Plan), the stock option may vest in full according to the terms of the Company’s 2020 Equity Incentive Plan. Beginning with the Company’s annual meeting of stockholders in 2024, Mr. Hogue will be eligible for equity awards on the same terms as other continuing members of the Board.
There are no arrangements or understandings between Mr. Hogue and any other person pursuant to which Mr. Hogue was selected as a director, and there are no transactions between Mr. Hogue and the Company that would require disclosure under Item 404(a) of Regulation S-K. In addition, the Company has entered into an indemnification agreement with Mr. Hogue in connection with his appointment to the Board, which is substantially the same form as that entered into with other directors of the Company.
Item 7.01. Regulation FD Disclosure.
Corporate Update
As a result of previously announced efforts to reduce spend and implement cost-saving measures, as of the date of this report, the Company anticipates its cash resources will be sufficient to fund its operations into the third quarter of 2024.
The Company is taking steps to implement the reverse stock split previously approved by its stockholders at its annual meeting held on June 6, 2023. No assurances can be made that the Company will successfully implement the reverse stock split or that, if implemented, it will increase the price of the Company’s stock or cure the previously disclosed Nasdaq deficiencies.
The information contained in this Item 7.01 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The information contained in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.