Alaunos Therapeutics, Inc. announced on October 13, 2026 that it has completed its acquisition of Velaris Therapeutics, Inc., a privately held biotechnology company focused on pulmonary arterial hypertension and related cardiopulmonary diseases. The transaction brings together a pipeline of ActRII-Fc ligand traps and complementary biologics aimed at pulmonary vascular remodeling. A concurrent private placement generated approximately US$350 million in gross proceeds and is expected to fund operations into 2029.
Pipeline and Therapeutic Strategy
Velaris is the ninth company launched based on assets discovered by Paragon Labs, a biotechnology company applying cutting-edge science to shape next-generation biologics. Its lead program, VLR199, is an ActRIIA-Fc ligand trap designed to replicate the clinically validated pharmacology of the only approved activin-signaling inhibitor for PAH. The candidate is intended to improve on that existing therapy where it is not fully optimized.
The pipeline also includes VLR247 and VLR258, two ActRII-Fc ligand traps based on ActRIIA and ActRIIB, respectively, engineered to spare BMP-9 and BMP-10 ligands that have been linked to hematologic adverse events. Velaris is also developing VLR360, an anti-PDGF-B monoclonal antibody targeting a complementary signaling pathway implicated in PAH. These product candidates may be developed as monotherapies or in combination to address multiple signaling imbalances that drive pulmonary vascular remodeling.
Financing and Capital Position
A concurrent private placement of Series C non-voting convertible preferred stock was led by Fairmount. Participants included Venrock Healthcare Capital Partners, accounts advised by T. Rowe Price Investment Management, Inc., Wellington Management, Janus Henderson Investors, Access Biotechnology, BB Biotech, and Perceptive Advisors, among other leading investment firms. The private placement generated approximately US$350 million in gross proceeds.
The capital is expected to fund operations into 2029. It will enable the generation of key proof-of-concept data sets for VLR199 and VLR360, as well as initial regulatory filings for VLR247 and VLR258. Management described the financing as providing a strong financial foundation for advancing the pipeline and offering stockholders a compelling opportunity to realize value.
Governance and Board Changes
Peter Harwin, Founding Partner of Fairmount, will join the Alaunos Board of Directors in conjunction with the transaction. Alaunos intends to hold a stockholder meeting to approve the conversion of the non-voting convertible preferred stock issued in the transactions into common stock. Upon that approval, three current directors will resign and three Fairmount designees will be appointed, resulting in Fairmount-affiliated directors holding four of the five board seats.
After the stockholder approval, holders of Alaunos' Series B non-voting convertible preferred stock, voting as a separate class, will be entitled to elect two of the five directors, initially Peter Harwin and one Fairmount designee. This right will remain in place for so long as at least 30% of the originally issued Series B non-voting convertible preferred stock remains outstanding. The governance changes are designed to align board oversight with the company's new strategic focus on cardiopulmonary disease.
Transaction Advisors and Share Structure
Cantor is serving as financial advisor to Alaunos, and Sichenzia Ross Ference Carmel LLP is serving as legal counsel. Jefferies, TD Cowen, Stifel, UBS Investment Bank, and Wedbush & Co., LLC served as placement agents to Velaris, with Gibson, Dunn & Crutcher LLP providing legal counsel to Velaris. On an as-converted basis and after accounting for these transactions, the total number of shares of Alaunos common stock will be approximately 358.59 million.
Alaunos now combines Velaris' cardiopulmonary pipeline with its existing obesity and metabolic disorders program built around ALN1003, an oral small-molecule candidate. The company is focused on rapidly achieving proof-of-concept in PAH and then potentially expanding into secondary pulmonary hypertension indications such as PH-HFpEF and PH-ILD. With proof-of-concept data for VLR199 expected in 2028, the acquisition positions Alaunos to pursue multiple value-creating clinical milestones.