Fortress Biotech Amends Mustang Bio Stake Filing

TL;DR

Fortress Biotech updated its Mustang Bio stake filing - watch for news.

AI Summary

Fortress Biotech, Inc. filed an amendment (No. 3) to its Schedule 13D on June 28, 2024, regarding its holdings in Mustang Bio, Inc. The filing indicates a change in the beneficial ownership of Mustang Bio's common stock. Fortress Biotech, Inc. is listed as the filer, with Lindsay A. Rosenwald, M.D. as the contact person.

Why It Matters

This amendment to a Schedule 13D filing signals a potential shift in control or significant investment activity by Fortress Biotech in Mustang Bio, which could impact Mustang Bio's stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or changes in ownership, which can introduce volatility.

Key Numbers

• 3 — Amendment Number (Indicates this is the third update to the filing.)
• 20240628 — Filing Date (The date the amendment was submitted to the SEC.)

Key Players & Entities

• Fortress Biotech, Inc. (company) — Filing entity and beneficial owner
• Mustang Bio, Inc. (company) — Issuer of the securities
• Lindsay A. Rosenwald, M.D. (person) — Contact person for Fortress Biotech

FAQ

Key Financial Figures

• $0.0001 — INC. (Name of Issuer) Common Stock, $0.0001 Par Value (Title of Class of Securiti
• $2.205 — rrants, which have an exercise price of $2.205 per share, are exercisable until July 1

Filing Documents

• tm2418563d1_sc13da.htm (SC 13D/A) — 45KB
• 0001104659-24-076303.txt ( ) — 47KB

From the Filing

SC 13D/A 1 tm2418563d1_sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 3) Under the Securities Exchange Act of 1934 MUSTANG BIO, INC. (Name of Issuer) Common Stock, $0.0001 Par Value (Title of Class of Securities) 62818Q203 (CUSIP Number) Fortress Biotech, Inc. c/o Lindsay A. Rosenwald, M.D. 1111 Kane Concourse, Suite 301 Bay Harbor Islands, FL 33154 (781) 652-4500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 27, 2024 (Date of Event which Requires Filing of this If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 62818Q203 Page 2 of 7 1. Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) Fortress Biotech, Inc. 20-5157386 2. Check the Appropriate Box if a Member of a Group Not Applicable (a) (b) 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) Not Applicable 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power Number of 2,519,657 1 Shares Beneficially 8. Shared Voting Power Owned By Each Reporting 0 Person with 9. Sole Dispositive Power 2,452,991 2 10. Shared Dispositive Power 66,666 3 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,519,657 1 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 7.4% of all outstanding shares of Issuer common stock 4 14. Type of Reporting Person HC, CO CUSIP No. 62818Q203 Page 3 of 7 1 Includes 66,666 shares of Issuer’s common stock underlying Warrants and 250,000 shares of the Issuer’s Class A preferred stock (both of which are described further below). The Issuer’s Class A preferred stock is identical to its common stock other than as to voting rights, conversion rights and the PIK Dividend right. Each share of the Issuer’s Class A preferred stock is entitled to vote the number of shares that is equal to one and one-tenth (1.1) times a fraction, the numerator of which is the sum of (A) the shares of the Issuer’s outstanding common stock and (B) the whole shares of the Issuer’s common stock into which any shares of outstanding Class A common shares and Class A preferred stock are convertible and the denominator of which is the number of shares of outstanding Class A preferred stock. Thus, the Class A preferred stock will at all times constitute a voting majority. The Reporting Person owns all outstanding shares of the Issuer’s Class A preferred stock. As holders of Class A preferred stock, the Reporting Person will receive on each January 1 (each a “ PIK Dividend Payment Date ”) until the date all outstanding Class A preferred stock is converted into common stock or redeemed (and the purchase price is paid in full), pro rata per share dividends paid in additional fully paid and nonassessable shares of Issuer common stock (“ PIK Dividends ”) such that the aggregate number of shares of common stock issued pursuant to such PIK Dividend is equal to two and one-half percent (2.5%) of the Issuer’s fully-diluted outstanding capitalization on the date that is one (1) business day prior to any PIK Dividend Payment Date. An aggregate 66,666 shares of Issuer common stock underlie the Common Stock Warrants dated July 15, 2015, as amended by the Amended and Restated Common Stock Warrant dated December 12, 2016, issued by the Reporting Person to Lindsay A. Rosenwald, M.D., the Reporting Person’s Chairman, President and Chief Executive Officer and Michael S. Weiss, the Reporting Person’s Executive Vice Chairman, Strategic Development, pursuant to the Fortress Biotech, Inc. Long-Term Incentive Plan (the “ Warrants &rdquo

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