Mustang Bio Announces CMO Departure, Equity Sales

TL;DR

CMO OUT, EQUITY SOLD. MBIO stock watch.

AI Summary

Mustang Bio, Inc. announced on October 23, 2024, the departure of its Chief Medical Officer, Dr. Manuel Litchman. The company also reported on unregistered sales of equity securities and entered into a material definitive agreement. The filing details these events and includes financial statements and exhibits.

Why It Matters

The departure of a Chief Medical Officer can signal changes in a biotech company's strategic direction or research pipeline, potentially impacting investor confidence and future development.

Risk Assessment

Risk Level: medium — Changes in key executive positions and unregistered equity sales can introduce uncertainty and potential dilution, warranting closer investor scrutiny.

Key Players & Entities

• Mustang Bio, Inc. (company) — Registrant
• Dr. Manuel Litchman (person) — Chief Medical Officer who departed
• October 23, 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 Marke
• $0.237 — sting Warrants had an exercise price of $0.237 per share. Pursuant to the Inducement
• $4 million — gregate gross proceeds of approximately $4 million from the exercise of the Existing Warra
• $50,000 — pany (i) reimbursed H.C. Wainwright for $50,000 of the fees and expenses of H.C. Wainwr
• $25,000 — n-accountable expenses in the amount of $25,000, and (iii) paid a management fee equal
• $0.2963 — arrants have an exercise price equal to $0.2963 per share. The issuance or resale of t
• $0.27 — Warrant has an exercise price equal to $0.27 per share. The Placement Agent Warrants

Filing Documents

• tm2426843d1_8k.htm (8-K) — 50KB
• tm2426843d1_ex4-1.htm (EX-4.1) — 111KB
• tm2426843d1_ex4-2.htm (EX-4.2) — 111KB
• tm2426843d1_ex4-3.htm (EX-4.3) — 110KB
• tm2426843d1_ex10-1.htm (EX-10.1) — 58KB
• tm2426843d1_ex10-2.htm (EX-10.2) — 57KB
• tm2426843d1_ex99-1.htm (EX-99.1) — 12KB
• tm2426843d1_ex10-1img001.jpg (GRAPHIC) — 6KB
• 0001104659-24-111500.txt ( ) — 814KB
• mbio-20241023.xsd (EX-101.SCH) — 3KB
• mbio-20241023_lab.xml (EX-101.LAB) — 33KB
• mbio-20241023_pre.xml (EX-101.PRE) — 22KB
• tm2426843d1_8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry into a Material Definitive Agreement. On October 24, 2024, Mustang Bio, Inc. (the "Company") entered into an inducement offer letter agreement (the "Inducement Letter") with an institutional investor (the "Investor") that held certain outstanding Series A-3 warrants to purchase up to an aggregate of 16,877,638 shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), originally issued to the Investor on May 2, 2024 (the "Existing Warrants"). The Existing Warrants had an exercise price of $0.237 per share. Pursuant to the Inducement Letter, the Investor agreed to exercise in full, for cash, the Existing Warrants in consideration for the Company's agreement to issue in a private placement (x) new Series B-1 Common Stock purchase warrants (the "New Series B-1 Warrants") to purchase up to 16,877,638 shares of Common Stock (the "New Series B-1 Warrant Shares") and (y) new Series B-2 Common Stock Purchase Warrants (the "New Series B-2 Warrants" and, together with the New Series B-1 Warrants, the "New Warrants") to purchase up to 16,877,638 shares of Common Stock (the "New Series B-2 Warrant Shares" and, together with the New Series B-1 Warrant Shares, the "New Warrant Shares"). The closing of the transactions contemplated pursuant to the Inducement Letter occurred on October 25, 2024 (the "Closing Date"). The Company received aggregate gross proceeds of approximately $4 million from the exercise of the Existing Warrants by the Investor, before deducting placement agent fees and other expenses payable by the Company. The Company intends to use the net proceeds for working capital and general corporate purposes. The Company engaged H.C. Wainwright & Co., LLC ("H.C. Wainwright") to act as its exclusive placement agent in connection with the transactions summarized above and paid H.C. Wainwright a cash fee equal to 7.0% of the aggregate gross proceeds from the exercise of the Existing Warrants. In addition, the Company (i) reim

02

Item 3.02. Unregistered Sales of Equity Securities. The offer and sale of the New Warrants, the Placement Agent Warrants, the New Warrant Shares and the Placement Agent Warrant Shares have not been registered under the Securities Act and were offered pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act. The descriptions of the New Warrants and Placement Agent Warrants under Item 1.01 of this Current Report on Form 8-K are incorporated by reference herein.

02

Item 5.02. Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 23, 2024, the Board of Directors (the "Board") of the Company increased the number of directors on the Board from six to seven and appointed David Jin as a new member of the Board. Mr. Jin will serve as a director until his term expires at the 2024 annual meeting of stockholders, at which time he will stand for election by the Company's stockholders. Mr. Jin has served as the Chief Financial Officer since August 2022 and Head of Corporate Development since May 2020 of Fortress Biotech, Inc. ("Fortress"), an affiliate of the Company. H e also serves as Interim Chief Operating Officer, Chief Financial Officer and Corporate Secretary of Avenue Therapeutics, Inc. (a Fortress partner company). Since August 2022, Mr. Jin has served as Treasurer of Fortress' private subsidiaries, including Cyprium Therapeutics, Urica Therapeutics, Helocyte, and Cellvation. From March 2022 to August 2022, he served as Interim Chief Executive Officer at Avenue Therapeutics Inc. Prior to joining Fortress, Mr. Jin was a member of the Private Equity group at Barings focused on control equity and asset-based investments in pharma and biotech. Prior to that, he was Director of Corporate Development at Sorrento Therapeutics, and Vice President of Healthcare Investment Banking at FBR & Co. Mr. Jin began his career in management consulting at IMS Health (now IQVIA). Mr. Jin has a Bachelor of Science degree in Industrial Engineering & Management Sciences with a double-major in Mathematical Methods in the Social Sciences from Northwestern University. There are no arrangements or understandings between Mr. Jin and any other person pursuant to which he was selected and appointed as a director and there is no family relationship between Mr. Jin and any of the Company's directors or executive officers. Mr. Jin is the Chief Financial Officer and Head of Cor

01

Item 8.01. Other Events. The Company issued a press release on October 24, 2024 announcing the entrance into the Inducement Letter and the exercise of the Existing Warrants, a copy of which is attached as Exhibit 99.1 hereto.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Index Exhibit No. Description 4.1 Form of New Series B-1 Warrant 4.2 Form of New Series B-2 Warrant 4.3 Form of Placement Agent Warrant 10.1 Form of Investor Inducement Letter 10.2 Form of Indemnification Agreement 99.1 Press Release, dated October 24, 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: October 25, 2024 By: /s/ Peter Carney Peter Carney Corporate Controller

View Full Filing

View this 8-K filing on SEC EDGAR