Mustang Bio Terminates Material Agreement

TL;DR

Mustang Bio just terminated a big deal, filing financials too.

AI Summary

Mustang Bio, Inc. announced on May 31, 2024, the termination of a material definitive agreement. The company also filed its financial statements and exhibits as part of this 8-K report.

Why It Matters

The termination of a material definitive agreement can significantly impact a company's strategic direction and financial performance.

Risk Assessment

Risk Level: medium — Termination of material agreements can indicate underlying business challenges or shifts in strategy, warranting closer scrutiny.

Key Players & Entities

• Mustang Bio, Inc. (company) — Registrant
• May 31, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share MBIO Nasdaq Capital Mark
• $5,600,000 — be eligible to sell up to a maximum of $5,600,000 of its Shares under the Offering Agreem
• $100,000,000 — ng an aggregate offering price of up to $100,000,000, subject to the limitations of Instruct

Filing Documents

• tm2416600d1_8k.htm (8-K) — 32KB
• 0001104659-24-069131.txt ( ) — 201KB
• mbio-20240531.xsd (EX-101.SCH) — 3KB
• mbio-20240531_lab.xml (EX-101.LAB) — 33KB
• mbio-20240531_pre.xml (EX-101.PRE) — 22KB
• tm2416600d1_8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry Into a Material Definitive Agreement. On May 31, 2024, Mustang Bio, Inc. (the " Company ") entered into an At the Market Offering Agreement (the " Offering Agreement ") with H.C. Wainwright & Co. LLC (the " Manager ") under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock (" Common Stock "), par value $0.0001 per share (the " Shares "), through or to the Manager. The offer and sale, if any, of Shares by the Company under the Offering Agreement is subject to the effectiveness of the Company's shelf registration statement on Form S-3 (File No. 333-279891), dated May 31, 2024 (the " Registration Act of 1933, as amended (the " Securities Act "). As a result of the application of General Instruction I.B.6. of Form S-3, the Company will be eligible to sell up to a maximum of $5,600,000 of its Shares under the Offering Agreement. Under the Offering Agreement, the Manager may sell Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act. The Manager will use commercially reasonable efforts to sell the Shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay the Manager a commission of 3.0% of the gross proceeds from the sales of Shares sold through the Manager under the Offering Agreement and has provided the Manager with customary indemnification and contribution rights. The Company will also reimburse the Manager for certain expenses incurred in connection with the Offering Agreement. The Company and the Manager may each terminate the Sales Agreement at any time upon specified prior written notice. The Company is not obligated to make any sales of Shares under the O

02

Item 1.02. Termination of a Material Definitive Agreement. On May 31, 2024, the Company delivered notice to B. Riley Securities, Inc. (formerly B. Riley FBR, Inc.), Cantor Fitzgerald & Co., and the Manager (collectively, the " Agents ") to terminate its At Market Issuance Sales Agreement, dated July 27, 2018, as amended on July 20, 2020, December 31, 2020, and April 14, 2023 (collectively, the " Sales Agreement "), with the Agents. Termination of the Sales Agreement is effective June 5, 2024, pursuant to Section 13(b) of the Sales Agreement. Pursuant to the terms of the Sales Agreement, the Company could issue and sell, from time to time through or to the Agents, shares of its Common Stock, having an aggregate offering price of up to $100,000,000, subject to the limitations of Instruction I.B.6 of Form S-3. As a result of the termination of the Sales Agreement, the Company will not issue or sell any additional Shares under the Sales Agreement. Summaries of the material terms and conditions of the Sales Agreement may be found in the Company's Current Reports on Form 8-K filed with the Securities and Exchange Commission on July 27, 2018, July 24, 2020, December 31, 2020, and April 20, 2023 (collectively, the " Sales Agreement Current Reports "). The description of the Sales Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement and amendments thereto, copies of which are filed as exhibits to the Sales Agreement Current Reports.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 At the Market Offering Agreement, dated May 31, 2024, by and between Mustang Bio, Inc. and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 1.2 of the Registrant's Registration Statement on Form S-3 (File No. 333-279891) filed with the SEC on May 31, 2024) 104 Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Mustang Bio, Inc. (Registrant) Date: June 6, 2024 By: /s/ Manuel Litchman, M.D. Manuel Litchman, M.D. President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR