Mustang Bio Enters Material Agreement, Reports Equity Sales

TL;DR

MBIO signed a big deal & sold some stock, details to come.

AI Summary

Mustang Bio, Inc. announced on June 19, 2024, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events, including financial statements and exhibits. Specific details regarding the agreement, sales, or other events were not provided in this initial filing.

Why It Matters

This filing indicates significant corporate activity for Mustang Bio, potentially involving new financing or strategic partnerships that could impact its future operations and stock value.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered equity sales, which can introduce financial and operational risks if not managed properly.

Key Players & Entities

• Mustang Bio, Inc. (company) — Registrant
• June 19, 2024 (date) — Date of earliest event reported
• 377 Plantation Street Worcester, Massachusetts 01605 (location) — Principal Executive Offices
• 781-652-4500 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share MBIO Nasdaq Capital Marke
• $0.41 — ommon Stock "), at a price per Share of $0.41 and (ii) pre-funded warrants (the " Pre
• $0 — a price per Pre-funded Warrant equal to $0.4099, the price per Share, less $0.0001
• $2.5 million — ing. The Company received approximately $2.5 million in gross proceeds from the Offerings, b
• $50,000 — of the gross proceeds of the Offering, $50,000 for accountable expenses, $25,000 for n
• $25,000 — ring, $50,000 for accountable expenses, $25,000 for non-accountable expenses and a clea
• $15,950 — ountable expenses and a clearing fee of $15,950. In addition, under the terms of the En
• $0.5125 — Offerings and have an exercise price of $0.5125 per share (subject to customary adjustm

Filing Documents

• tm2417829d1_8k.htm (8-K) — 46KB
• tm2417829d1_ex4-1.htm (EX-4.1) — 98KB
• tm2417829d1_ex4-2.htm (EX-4.2) — 104KB
• tm2417829d1_ex4-3.htm (EX-4.3) — 103KB
• tm2417829d1_ex5-1.htm (EX-5.1) — 14KB
• tm2417829d1_ex10-1.htm (EX-10.1) — 266KB
• tm2417829d1_ex99-1.htm (EX-99.1) — 14KB
• tm2417829d1_ex99-2.htm (EX-99.2) — 14KB
• tm2417829d1_ex5-1img01.jpg (GRAPHIC) — 7KB
• tm2417829d1_ex99-1img001.jpg (GRAPHIC) — 17KB
• tm2417829d1_ex99-2img01.jpg (GRAPHIC) — 15KB
• 0001104659-24-074043.txt ( ) — 1042KB
• mbio-20240619.xsd (EX-101.SCH) — 3KB
• mbio-20240619_lab.xml (EX-101.LAB) — 33KB
• mbio-20240619_pre.xml (EX-101.PRE) — 22KB
• tm2417829d1_8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry into a Material Definitive Agreement. On June 19, 2024, Mustang Bio, Inc. (the " Company ") entered into a Securities Purchase Agreement (the " Purchase Agreement ") with a single institutional accredited investor (the " Investor ") pursuant to which the Company agreed to issue and sell, in a registered direct offering priced at-the-market under the rules of The Nasdaq Stock Market (the " Registered Direct Offering "), (i) 3,025,000 shares (the " Shares ") of common stock of the Company, $0.0001 par value per share (the " Common Stock "), at a price per Share of $0.41 and (ii) pre-funded warrants (the " Pre-funded Warrants ") to purchase up to 3,105,000 shares of Common Stock, at a price per Pre-funded Warrant equal to $0.4099, the price per Share, less $0.0001. The Shares, Pre-funded Warrants and the shares issuable upon exercise of the Pre-funded Warrants (the " Pre-funded Warrant Shares ") were offered and sold pursuant to the Company's effective registration statement on Form S-3 (Form No. 333-279891), which was declared effective by the Securities and Exchange Commission (the " Commission ") on June 12, 2024, the base prospectus included therein and the and prospectus supplement filed with the Commission on June 21, 2024. The Pre-funded Warrants were sold, in lieu of shares of Common Stock, to the Investor whose purchase of shares of Common Stock in the Registered Direct Offering would otherwise result in such Investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at such Investor's option upon issuance 9.99%) of the Company's outstanding Common Stock immediately following the consumption of the Registered Direct Offering. The Pre-funded Warrants have an exercise price of $0.0001 per share, became exercisable upon issuance and remain exercisable until exercised in full. The Registered Direct Offering closed on June 21, 2024. The Company intends to use the net proceeds from the Registere

02

Item 3.02. Unregistered Sales of Equity Securities. The information contained above in Item 1.01 relating to the Private Placement, other than information relating solely to the Registered Direct Offering, the Shares and the Pre-funded Warrants, is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of the Investor in the Purchase Agreement, the offering and sale of the Warrants is exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the " Securities Act "), Rule 506 of Regulation D promulgated under the Securities Act, and corresponding provisions of state securities or "blue sky" laws. The sale of the Warrants by the Company in the Private Placement and the Wainwright Warrants has not been registered under the Securities Act or any state securities laws and the Securities may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. The sale of such securities did not involve a public offering and was made without general solicitation or general advertising. In the Purchase Agreement, the Investor represented, among other things, that it is and, on each date on which it exercises any Warrants, will be either (i) an accredited investor, as such term is defined in Rule 501(a) of Regulation D under the Securities Act, or (ii) a "qualified institutional buyer" as defined in Rule 144A(a) under the Securities Act, and it is acquiring the Warrants for investment purposes only and not with a view to any resale, distribution or other disposition of the Warrants in violation of the United States federal securities laws. This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration o

01

Item 8.01. Other Events. On June 20, 2024, the company issued a press release announcing the Registered Direct Offering and the Private Placement. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. On June 21, 2024, the Company issued a press release announcing the closing of the Registered Direct Offering and the Private Placement. The full text of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. The following exhibits are filed herewith: Exhibit Number Description 4.1 Form of Pre-funded Warrant 4.2 Form of Warrant 4.3 Form of Wainwright Warrant 5.1 Opinion of Troutman Pepper Hamilton Sanders LLP 10.1 Form of Securities Purchase Agreement, dated June 19, 2024, by and between the Company and the purchaser party thereto 23.1 Consent of Troutman Pepper Hamilton Sanders LLP (Included in Exhibit 5.1) 99.1 Press release issued by Mustang Bio, Inc., dated June 20, 2024 99.2 Press release issued by Mustang Bio, Inc., dated June 21, 2024 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking each as amended. Such statements, which are often indicated by terms such as "anticipate," "believe," "could," "estimate," "expect," "goal," "intend," "look forward to," "may," "plan," "potential," "predict," "project," "should," "will," "would" and similar expressions. These forward-looking statements, include, but are not limited to, statements regarding the anticipated use of proceeds from the offering and the receipt of stockholder approval, any statements relating to our workforce reduction and other alternatives, growth strategy and product development programs, including the timing of and our ability to make regulatory filings such as INDs and other applications and to obtain regulatory approvals for our product candidates, statements concerning the potential of therapies and product candidates and any other statements that are not historical facts. Actual events or results may differ materially from those described herein due to a number of risks and uncertainties. Risks and uncertainties include, among other things, risks that any actual or potential clinical trials described herein may not initiate or complete in sufficient timeframes to advance the Company's corporate objectives, or at all, or that promising early results obtained therefrom may not be replicable, risks related to the satisfaction of the conditions necessary to transfer the lease of the Company's manufacturing facility to a potential transferee and receive the contingent payment in connection with the Company's sale of its manufacturing facility in the anticipated timeframe or at all; whether the purchaser of the Company's manufacturing facility is able to successfully perform its obligation to produce the Company's products under the manufacturing services agreement on a ti

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 21, 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