Corporate Action, Amendments to Bylaws (Form 8-K)

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 16, 2026, the Board of Directors of Alaunos Therapeutics, Inc. (the "Company") approved and adopted the Second Amended and Restated By-Laws of the Company (the "Second Amended and Restated By-Laws"), effective immediately. The Second Amended and Restated By-Laws amend and restate in their entirety the Company's Amended and Restated By-Laws adopted January 8, 2026.The principal substantive change is an amendment to Article 2, Section 2.8. Under the prior By-Laws, the presence in person or by proxy of the holders of a majority in voting power of all outstanding shares of stock entitled to vote at a meeting of stockholders constituted a quorum. The Second Amended and Restated By-Laws provide that the presence in person or by proxy of the holders of one-third (1/3) in voting power of all outstanding shares of stock entitled to vote at a meeting of stockholders constitutes a quorum. The provisions governing adjournment in the absence of a quorum are otherwise unchanged.

The Second Amended and Restated By-Laws also include certain conforming, clarifying, and non-substantive changes, including updates to defined terms and minor typographical and formatting corrections. The quorum requirement applicable to meetings of the Board of Directors and committees of the Board remains a majority.

The foregoing description of the Second Amended and Restated By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated By-Laws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.