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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Alaunos Therapeutics, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
98973P309 (CUSIP Number) |
Ross D. Carmel, Esq. Sichenzia Ross Ference Carmel LLP,, 1185 Avenue of the Americas, 31st Floor New York, NY, 10036 2126580458 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/12/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. | 98973P309 |
| 1 |
Name of reporting person
PMGC CAPITAL LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
NEVADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
83,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.09295 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 98973P309 |
| 1 |
Name of reporting person
PMGC Holdings Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
NEVADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
83,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.09295 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
Alaunos Therapeutics, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
2617 Bissonnet, Suite 233,, Houston,
TEXAS
, 77005. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is filed on behalf of PMGC Capital LLC ("PMGC LLC"). PMGC Holdings Inc. ("PMGC Holdings") is the sole member of PMGC LLC and exercises voting and dispositive control over the common stock held in the name of PMGC LLC. |
| (b) | The principal business address of PMGC LLC is 120 Newport Center Drive, Ste. 249, Newport Beach, California 92660. |
| (c) | PMGC LLC is a multi-strategy investment firm focused on direct investments, strategic lending, and acquiring undervalued companies and assets across diverse markets. PMGC LLC is a wholly-owned subsidiary of PMGC Holdings. |
| (d) | During the last five years, neither PMGC LLC nor PMGC Holdings has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, neither PMGC LLC nor PMGC Holdings has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | PMGC LLC is organized under the laws of Nevada. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The aggregate purchase price of the 83,500 shares of Common Stock beneficially owned by PMGC LLC was approximately $217,094.38. PMGC LLC used its working capital as the source of funds to purchase these shares. | |
| Item 4. | Purpose of Transaction |
PMGC LLC acquired shares of Alaunos Therapeutics, Inc.'s (the "Issuer") common stock based on its belief that these common stock represent an attractive investment opportunity. The following information may be deemed pertinent. PMGC Capital intends to engage constructively with the Issuer's management and board of directors to explore strategic opportunities, including potential mergers, acquisitions or partnerships. Depending on its assessment of various factors, PMGC LLC may, from time to time, modify its present intention as stated in this Item 4.
Other than as described herein, or as described under Item 5 below, PMGC LLC does not currently have plans or proposals that relate to or would result in any of the transactions involving the Issuer described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although PMGC LLC may from time to time consider pursuing or proposing any such transactions and, in that connection, may discuss, evaluate and/or pursue any such transactions with their respective advisors, the Issuer or other persons). | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | PMGC LLC beneficially owns 83,500 shares of common stock, which represents 5.09295% of the Issuer's common stock, based on 1,639,521 issued and outstanding shares of the Issuer as of May 5, 2025, as reported in its Preliminary Schedule 14A filed with the U.S. Securities and Exchange Commission on May 9, 2025. PMGC Inc. is the sole member of PMGC LLC and exercises voting and dispositive control over the Issuer's common stock held in the name of PMGC LLC. |
| (b) | PMGC LLC beneficially owns 83,500 shares of the Issuer's common stock and exercises voting and dispositive control over such common stock. PMGC Holdings is the sole member of PMGC LLC and exercises voting and dispositive control over the common stock held in the name of PMGC LLC. |
| (c) | Between May 2, 2025 and May 12, 2025, PMGC LLC purchased, on the open market, 83,500 shares of the the Issuer's common stock at prices ranging between $2.49 to $2.99. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Joint Filing Agreement between PMGC LLC and PMGC Holdings dated May 14, 2025. | |
| Item 7. | Material to be Filed as Exhibits. |
See Joint Filing Agreement filed as Exhibit 99.1. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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