Mustang Bio Sells Subsidiary, Focuses on Gene Therapy

TL;DR

Mustang Bio selling off a subsidiary to focus on its main gene therapy business.

AI Summary

Mustang Bio, Inc. announced on January 14, 2025, that it has entered into a definitive agreement to sell its wholly-owned subsidiary, Mustang Bio Development, LLC, to an unaffiliated third party. The transaction is expected to close in the first quarter of 2025. This divestiture is part of Mustang Bio's strategic plan to focus on its core gene therapy programs.

Why It Matters

This sale allows Mustang Bio to streamline its operations and concentrate resources on its promising gene therapy pipeline, potentially accelerating development and commercialization efforts.

Risk Assessment

Risk Level: medium — The sale of a subsidiary introduces execution risk and may impact the company's financial structure and future growth trajectory.

Key Players & Entities

• Mustang Bio, Inc. (company) — Registrant
• Mustang Bio Development, LLC (company) — Subsidiary being sold
• January 14, 2025 (date) — Date of agreement
• first quarter of 2025 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.0001 — Exchange Name Common Stock, par value $0.0001 per share MBIO Nasdaq Capital Marke

Filing Documents

• tm253736d1_8k.htm (8-K) — 31KB
• tm253736d1_ex3-1.htm (EX-3.1) — 1KB
• tm253736d1_ex99-1.htm (EX-99.1) — 10KB
• tm253736d1_ex3-1img01.jpg (GRAPHIC) — 537KB
• tm253736d1_ex3-1img02.jpg (GRAPHIC) — 83KB
• 0001104659-25-004565.txt ( ) — 1052KB
• mbio-20250114.xsd (EX-101.SCH) — 3KB
• mbio-20250114_lab.xml (EX-101.LAB) — 33KB
• mbio-20250114_pre.xml (EX-101.PRE) — 22KB
• tm253736d1_8k_htm.xml (XML) — 4KB

03

Item 3.03 Material Modification to Rights of Security Holders On January 15, 2025, Mustang Bio, Inc. (the "Company") filed a Certificate of Amendment (the "Amendment") to its Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effect a 1-for-50 reverse stock split (the "Reverse Stock Split") of the Company's shares of common stock, $0.0001 par value. As previously disclosed in the Company's Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on July 10, 2024 (the "Information Statement"), the Company's stockholders approved the Reverse Stock Split within a range of between 1-for-10 and 1-for-50, with the final ratio to be determined by the board of directors of the Company (the "Board"). On January 6, 2025, the Board selected a final ratio of 1-for-50. As a result of the Reverse Stock Split, every 50 shares of the Company's pre-Reverse Stock Split common stock will be combined and reclassified as one share of common stock. Proportionate voting rights and other rights of common stockholders will not be affected by the Reverse Stock Split, other than as a result of the payment in lieu of issuance of fractional shares. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise hold a fractional share of common stock will receive (upon surrender to the exchange agent of certificates representing such shares), a cash payment in lieu thereof, without interest or deduction, rounded to the nearest cent, in an amount equal to the product obtained by multiplying (a) the closing price per share of the Company's common stock as reported on the Nasdaq Capital Market as of the effective date of the Reverse Stock Split, by (b) the fraction of one share owned by the stockholder. The Reverse Stock Split became effective on January 15, 2025, and the common stock was quoted on the Nasdaq Capital Market on a post-R

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year The disclosures set forth in

03 of this Current Report on Form 8-K are incorporated into this Item 5.03 by reference

Item 3.03 of this Current Report on Form 8-K are incorporated into this Item 5.03 by reference.

01

Item 8.01 Other Events On January 14, 2025, the Company issued a press release announcing the Reverse Stock Split. A copy of such press release is being furnished as Exhibit 99.1 to this report.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits. The following exhibits are filed as part of this report: Exhibit Number Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Mustang Bio, Inc. 99.1 Press Release, dated January 14, 2025 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) SIGNATURE 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: January 17, 2025 By: /s/ Manuel Litchman, M.D. Manuel Litchman, M.D. President, Chief Executive Officer and Interim Chief Financial Officer

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View this 8-K filing on SEC EDGAR