Mustang Bio Files S-1/A Amendment

TL;DR

MBIO S-1/A filed Feb 5, 2025. Updates on offerings & financials. Check for new details.

AI Summary

Mustang Bio, Inc. filed an S-1/A on February 5, 2025, to amend its registration statement. The filing details various financial events and agreements, including a registered direct offering on June 19, 2024, and a securities purchase agreement on October 26, 2023. The company's fiscal year ends on December 31st, and its principal executive offices are located at 377 Plantation Street, Worcester, MA.

Why It Matters

This S-1/A filing provides updated information and amendments to Mustang Bio's registration statement, which is crucial for investors to understand the company's current financial standing and any changes in its securities offerings.

Risk Assessment

Risk Level: medium — S-1/A filings often indicate ongoing or planned capital raises, which can dilute existing shareholders or signal financial needs.

Key Numbers

• 333-284299 — SEC File Number (Identifies the specific SEC registration file for Mustang Bio)
• 0001680048 — Central Index Key (CIK) (Unique identifier for Mustang Bio in SEC filings)

Key Players & Entities

• Mustang Bio, Inc. (company) — Filer of the S-1/A
• 0001104659-25-009408 (filing_id) — Accession Number for the filing
• 20250205 (date) — Filing date of the S-1/A
• 377 Plantation Street, Worcester, MA (address) — Company's business and mailing address
• Fortress Biotech Inc. (company) — Mentioned in relation to past events
• 2024-06-19 (date) — Date of a registered direct offering
• 2023-10-26 (date) — Date of a securities purchase agreement

FAQ

Key Financial Figures

• $3 — purchase one share of common stock, is $3.63, which is equal to the last reported
• $0.125 — hare under Nasdaq Rule 5635(d) plus (b) $0.125 per whole share of common stock underly
• $0.0001 — of common stock at an exercise price of $0.0001 per share. Each pre-funded warrant is b
• $3.63 — stock on the Nasdaq Capital Market was $3.63 per share. The combined offering pric
• $25,000 — n-accountable expenses in the amount of $25,000 and for its legal fees and expenses and
• $100,000 — t-of-pocket expenses in an amount up to $100,000, up to $3,500 for road show expenses, a
• $3,500 — nses in an amount up to $100,000, up to $3,500 for road show expenses, and for its cle
• $15,950 — its clearing expenses in the amount of $15,950. In addition, we have agreed to issue t

Filing Documents

• tmb-20240930xs1a.htm (S-1/A) — 4702KB
• tmb-20240930xex4d17.htm (EX-4.17) — 128KB
• tmb-20240930xex4d18.htm (EX-4.18) — 121KB
• tmb-20240930xex4d19.htm (EX-4.19) — 129KB
• tmb-20240930xex5d1.htm (EX-5.1) — 36KB
• tmb-20240930xex10d46.htm (EX-10.46) — 264KB
• tmb-20240930xex23d1.htm (EX-23.1) — 4KB
• tmb-20240930xexfees.htm (EX-FILING FEES) — 54KB
• tmb-20240930xex5d1002.jpg (GRAPHIC) — 6KB
• tmb-20240930xs1a001.jpg (GRAPHIC) — 6KB
• 0001104659-25-009408.txt ( ) — 18047KB
• tmb-20240930.xsd (EX-101.SCH) — 104KB
• tmb-20240930_cal.xml (EX-101.CAL) — 71KB
• tmb-20240930_def.xml (EX-101.DEF) — 617KB
• tmb-20240930_lab.xml (EX-101.LAB) — 558KB
• tmb-20240930_pre.xml (EX-101.PRE) — 889KB
• tmb-20240930xs1a_htm.xml (XML) — 2308KB

Risk Factors

Risk Factors 15 Special Note Regarding Forward-Looking Statements 56

Use of Proceeds

Use of Proceeds 58 Market Information for Common Stock and Dividend Policy 59 Capitalization 60

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 64

Business

Business 83 Management 102 Executive and Director Compensation 108 Certain Relationships and Related Party Transactions 116 Principal Stockholders 119 Material U.S. Federal Income Tax Consequences 121

Description of Capital Stock

Description of Capital Stock 129

Description of Securities We are Offering

Description of Securities We are Offering 131 Plan of Distribution 137 Legal Matters 140 Experts 140 Where You Can Find Additional Information 140 Index to Financial Statements F-1 5 Table of Contents ABOUT THIS PROSPECTUS The registration statement we filed with the Securities and Exchange Commission (the "SEC") includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC before making your investment decision. You should rely only on the information provided in this prospectus. You should not assume that the information contained in this prospectus or any related free writing prospectus is accurate on any date subsequent to the date set forth on the front of the document, even though this prospectus or any related free writing prospectus is delivered, or securities are sold, on a later date. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been or will be filed as exhibits to the registration statement of which this prospectus forms a part, and you may obtain copies of those documents as described in this prospectus under the heading "Where You Can Find More Information." You should rely only on the information that we have included in this prospectus and any related free writing prospectus that we may authorize to be provided to you. Neither we, nor the placement agent, have authorized any dealer, salesman or other person to give any information or to make any representation other than those contained in this prospectus or any related free writing prospectus that we may authorize to be provided to you. You must not rely upon any information or representation not contained in t

View Full Filing

View this S-1/A filing on SEC EDGAR