Mustang Bio Enters Material Definitive Agreement

TL;DR

Mustang Bio just signed a big deal, details to come.

AI Summary

Mustang Bio, Inc. announced on February 5, 2025, that it has entered into a material definitive agreement. The company, incorporated in Delaware with its principal executive offices in Worcester, Massachusetts, filed this Form 8-K to report this event. Further details regarding the agreement are expected to be disclosed.

Why It Matters

This filing indicates a significant new development for Mustang Bio, potentially impacting its business operations, strategic direction, and future financial performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities, the nature and extent of which are not yet fully disclosed.

Key Players & Entities

• Mustang Bio, Inc. (company) — Registrant
• February 5, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• Worcester, Massachusetts (location) — Principal Executive Offices
• 001-38191 (identifier) — Commission File Number
• 47-3828760 (identifier) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share MBIO Nasdaq Capital Marke
• $3 — ach Share and accompanying Warrants was $3.01, and the combined public offering pr
• $3.0099 — d Warrant and accompanying Warrants was $3.0099. The Pre-Funded Warrants have an exerci
• $3.01 — . Each Warrant has an exercise price of $3.01 per share and will be exercisable begin
• $6.9 million — rcise of the Warrants, is approximately $6.9 million. The Company intends to use the net pro
• $100,000 — eds raised in the Offering, (iii) up to $100,000 for fees and expenses of the Placement
• $25,000 — a non-accountable expense allowance of $25,000, (v) up to $3,500 for road show expense
• $3,500 — expense allowance of $25,000, (v) up to $3,500 for road show expenses, and (vi) $15,95
• $15,950 — $3,500 for road show expenses, and (vi) $15,950 for the clearing expenses. Also pursua
• $3.7625 — der Approval, have an exercise price of $3.7625 (125% of the combined public offering p
• $2.5 million — ires a company to maintain a minimum of $2.5 million in stockholders' equity (the "Equity Ru
• $1.00 — e Company's closing bid price was below $1.00 per share for 30 consecutive business d

Filing Documents

• tm255743d1_8k.htm (8-K) — 43KB
• tm255743d1_ex4-1.htm (EX-4.1) — 105KB
• tm255743d1_ex4-2.htm (EX-4.2) — 110KB
• tm255743d1_ex4-3.htm (EX-4.3) — 103KB
• tm255743d1_ex10-1.htm (EX-10.1) — 219KB
• tm255743d1_ex99-1.htm (EX-99.1) — 12KB
• tm255743d1_ex99-2.htm (EX-99.2) — 10KB
• tm255743d1_ex99-3.htm (EX-99.3) — 9KB
• tm255743d1_ex99-1img001.jpg (GRAPHIC) — 23KB
• tm255743d1_ex99-2img001.jpg (GRAPHIC) — 6KB
• image_001.jpg (GRAPHIC) — 5KB
• 0001104659-25-011517.txt ( ) — 980KB
• mbio-20250205.xsd (EX-101.SCH) — 3KB
• mbio-20250205_lab.xml (EX-101.LAB) — 33KB
• mbio-20250205_pre.xml (EX-101.PRE) — 22KB
• tm255743d1_8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry Into a Material Definitive Agreement. Securities Purchase Agreement On February 5, 2025, Mustang Bio, Inc. (the "Company") commenced a best efforts public offering (the "Offering") of an aggregate of (i) 495,000 shares (the "Shares") of its common stock, par value $0.0001 per share, (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of 2,162,807 shares of common stock (the "Pre-Funded Warrant Shares"), (iii) Series C-1 warrants (the "Series C-1 Warrants") to purchase up to an aggregate of 2,657,807 shares of common stock (the "Series C-1 Warrant Shares"), and (iv) Series C-2 warrants (the "Series C-2 Warrants," and together with the Series C-1 Warrants, the "Warrants") to purchase up to an aggregate of 2,657,807 shares of common stock (the "Series C-2 Warrant Shares," and together with the Series C-1 Warrant Shares, the "Warrant Shares"). Each Share or Pre-Funded Warrant was sold together with one Series C-1 Warrant to purchase one share of common stock and one Series C-2 Warrant to purchase one share of common stock. The combined public offering price for each Share and accompanying Warrants was $3.01, and the combined public offering price for each Pre-Funded Warrant and accompanying Warrants was $3.0099. The Pre-Funded Warrants have an exercise price of $0.0001 per share, are exercisable immediately upon issuance and will expire when exercised in full. Each Warrant has an exercise price of $3.01 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the Warrant Shares (the "Warrant Stockholder Approval"). The Series C-1 warrants will expire five years from the Warrant Stockholder Approval and the Series C-2 warrants will expire twenty-four months from the Warrant Stockholder Approval. The net proceeds of the Offering, after deducting the fees and expenses of the Placement Agent (as defined below), described in more detail below, and other offering expense

01

Item 8.01. Other Events. Nasdaq Continued Listing Requirements As previously disclosed, the Company had been notified by the Staff of the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") that it was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires a company to maintain a minimum of $2.5 million in stockholders' equity (the "Equity Rule"), nor did it meet the alternatives of market value of listed securities or net income from continuing operations. Under a decision by a Nasdaq Hearings Panel (the "Panel"), the Company has until February 18, 2025 to demonstrate compliance with the Equity Rule. As a result of the closing of the Offering described above, taking into account the net proceeds thereof, the Company believes that, as of the date of this Current Report on Form 8-K, it satisfies the Equity Rule for continued listing on the Nasdaq Capital Market. The Company is awaiting a formal compliance determination from the Panel and will provide an update upon receipt of such determination. Additionally, as previously disclosed, the Company had been notified by the Staff that the Company's closing bid price was below $1.00 per share for 30 consecutive business days, and that, therefore, the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Rule"), which is the minimum bid price requirement for continued listing on the Nasdaq Capital Market. Under a decision by the Panel, the Company was provided until January 31, 2025 to satisfy the Bid Price Rule for at least 10 consecutive trading days. The Company effected a 1-for-50 reverse stock split on January 15, 2025, which was intended to bring the Company into compliance with Nasdaq's Bid Price Rule. On February 10, 2025, the Company was notified by the Staff that it had regained compliance with the Bid Price Rule. Press Releases On February 6, 2025, the Company issued a press release announcing the pricing of the Offering,

Forward-looking Statements

Forward-looking Statements This Current Report on Form 8-K contains predictive or "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of current or historical fact contained in this Current Report on Form 8-K, including "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "will," "should," "would" and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations, estimates and projections made by management about the Company's business, industry and other conditions affecting its financial condition, results of operations or business prospects. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, the forward-looking statements due to numerous risks and uncertainties, including those risks and uncertainties described in the filings the Company makes with the SEC. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this Current Report on Form 8-K, except as required by applicable law. Investors should evaluate any

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Pre-Funded Warrant 4.2 Form of Series C-1 and C-2 Warrant 4.3 Form of Placement Agent Warrant 10.1 Form of Securities Purchase Agreement 99.1 Press Release, dated February 6, 2025 99.2 Press Release, dated February 10, 2025 99.3 Press Release, dated February 11, 2025 104 Cover Page Interactive Data File (embedded within the 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: February 11, 2025 By: /s/ Manuel Litchman, M.D. Manuel Litchman, M.D. Chief Executive Officer, President and Interim Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR