Mustang Bio Terminates Agreement, Completes Asset Deal

TL;DR

Mustang Bio just ditched a deal and sold some stuff. Big moves happening.

AI Summary

Mustang Bio, Inc. announced on June 27, 2024, the termination of a material definitive agreement and the completion of an acquisition or disposition of assets. The company also submitted matters to a vote of its security holders. Specific details regarding the agreement, assets, and voting matters were not provided in this initial filing.

Why It Matters

This filing indicates significant corporate actions, including the end of a key agreement and a change in asset ownership, which could impact the company's strategic direction and financial health.

Risk Assessment

Risk Level: medium — The termination of a material definitive agreement and completion of asset disposition suggest potential restructuring or strategic shifts that carry inherent business risks.

Key Players & Entities

• Mustang Bio, Inc. (company) — Registrant
• June 27, 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
• $6 million — o uBriGene for upfront consideration of $6 million cash (the "Base Amount"). The Transferr
• $1,395,138 — urchase price (the "Purchase Price") of $1,395,138, consisting of (i) an upfront payment o
• $100,000 — consisting of (i) an upfront payment of $100,000 due within five (5) business days of th
• $1,295,138 — ve Date and a (ii) subsequent amount of $1,295,138 due on the date that is twelve (12) mon
• $20 m — financial statements, net assets below $20 million, then the Company may, upon writt

Filing Documents

• tm2418844d1_8k.htm (8-K) — 43KB
• tm2418844d1_ex1-1.htm (EX-1.1) — 121KB
• 0001104659-24-077596.txt ( ) — 364KB
• mbio-20240627.xsd (EX-101.SCH) — 3KB
• mbio-20240627_lab.xml (EX-101.LAB) — 33KB
• mbio-20240627_pre.xml (EX-101.PRE) — 22KB
• tm2418844d1_8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry into a Material Definitive Agreement. Background of the uBriGene Transaction As previously reported, o n May 18, 2023, Mustang Bio, Inc. (the "Company") entered into an Asset Purchase Agreement (the "Original Asset Purchase Agreement") with uBriGene (Boston) Biosciences, Inc., a Delaware corporation ("uBriGene"), pursuant to which the Company agreed to sell its leasehold interest in its cell processing facility located in Worcester, Massachusetts (the "Facility"), and associated assets relating to the manufacturing and production of cell and gene therapies at the Facility to uBriGene (the "Transaction"). The Company and uBriGene subsequently entered into Amendment No. 1 to the Original Asset Purchase Agreement, dated as of June 29, 2023 ("Amendment No. 1"), and Amendment No. 2 to the Original Asset Purchase Agreement, dated as of July 28, 2023 ("Amendment No. 2," and together with the Original Asset Purchase Agreement and Amendment No. 1, the "Prior Asset Purchase Agreement"). On July 28, 2023, pursuant to the Prior Asset Purchase Agreement, the Company completed the sale of all of its assets that primarily relate to the manufacturing and production of cell and gene therapies at the Facility (such operations, the "Transferred Operations" and such assets, the "Transferred Assets") to uBriGene for upfront consideration of $6 million cash (the "Base Amount"). The Transferred Assets that were transferred to uBriGene on the closing date included, but were not limited to: (i) the Company's leases of equipment and other personal property and all other property, equipment, machinery, tools, supplies, inventory, fixtures and all other personal property primarily related to the Transferred Operations, (ii) the data, information, methods, quality management systems, and intellectual property primarily used for the purposes of the Transferred Operations, (iii) the records and filings, including customer and vendor lists, production data, standard operatin

02

Item 1.02. Termination of a Material Definitive Agreement. The information required by this item is included in Item 1.01 and incorporated herein by reference.

01

Item 2.01. Completion of Acquisition or Disposition of Assets. The information required by this item is included in Item 1.01 and incorporated herein by reference.

07

Item 5.07. Submission of Matters to a Vote of Security Holders. Effective June 27, 2024, the holders of a majority of the voting power of the capital stock of the Company executed a written consent (i) authorizing, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of up to an aggregate of 60,731,608 shares of the Company's common stock underlining certain outstanding warrants issued by the Company pursuant to (A) that certain previously disclosed securities purchase agreement, dated as of April 29, 2024 (the "May 2024 Securities Purchase Agreement"), with a certain institutional investor (the "Investor"), (B) that certain previously disclosed warrant amendment agreement, dated as of April 29, 2024 (the "Warrant Amendment Agreement") with the Investor, (C) those certain previously disclosed engagement letters, dated as of January 31, 2024 and June 18, 2024 (as amended, the "Engagement Letters"), with H.C. Wainwright & Co., LLC (the "Placement Agent"), and (D) that certain previously disclosed securities purchase agreement, dated June 19, 2024, with the Investor (the "June 2024 Securities Purchase Agreement"), in an amount equal to or in excess of 20% of the number of shares of common stock outstanding immediately prior to the issuance of such warrants (collectively, the "Warrant Share Issuance"), and (ii) approving a grant of discretionary authority to the board of directors of the Company (the "Board") to, without further stockholder approval, effect a reverse stock split of the Company's issued and outstanding common stock within a range of between 1-for-10 and 1-for-50 (with the Board being authorized to determinate the exact ratio) (the "Reverse Stock Split") by filing an amendment (the "Amendment") to the Company's Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware. The written consent was signed by the holders of 2,502,988 shares of the Company's issued and outstanding c

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 1.1* Asset Purchase Agreement, dated June 27, 2024, between the Company and uBriGene (Boston) Biosciences, Inc. 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) * Portions of this Exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

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: July 3, 2024 By: /s/ Manuel Litchman, M.D. Manuel Litchman, M.D. President and Chief Executive Officer

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View this 8-K filing on SEC EDGAR