Core Viewpoint - Mustang Bio, Inc. has entered into a definitive agreement to exercise existing warrants for the purchase of 16,877,638 shares of common stock at an exercise price of $0.237 per share, expected to generate approximately $4 million in gross proceeds [1][2]. Group 1: Financial Details - The exercise of existing warrants will result in the issuance of new unregistered warrants to purchase up to 33,755,276 shares of common stock at an exercise price of $0.27 per share [2]. - The new warrants will have a term of five years for 16,877,638 shares and a term of twelve months for the remaining shares from the date of stockholder approval [2]. - The offering is anticipated to close on or about October 25, 2024, subject to customary closing conditions [2]. Group 2: Regulatory and Compliance - The new warrants and the shares of common stock issuable upon their exercise are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933 and Regulation D [3]. - The company has agreed to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon the exercise of the new warrants [3]. Group 3: Company Overview - Mustang Bio, Inc. is a clinical-stage biopharmaceutical company focused on developing cell therapies for difficult-to-treat cancers [5]. - The company aims to acquire rights to innovative technologies through licensing or ownership interests to fund research and development [5]. - Mustang has partnered with leading medical institutions to advance CAR-T therapies [5].

Clinical Development - The company is focused on developing CAR T therapies for hematologic malignancies and solid tumors, partnering with institutions like Fred Hutch and City of Hope[99] - As of December 2023, approximately 40 patients have been treated in an ongoing Phase 1 clinical trial for MB-106, with a favorable safety profile and complete response rate[102] - The FDA accepted the IND application for MB-109 in October 2023, allowing the initiation of a Phase 1 study for patients with IL13Rα2+ recurrent glioblastoma[104] - The overall complete response rate for follicular lymphoma in the Phase 1 trial was sustained at 100% with no occurrences of severe CRS[106] - The company plans to initiate a proof-of-concept trial for MB-106 in autoimmune diseases in Q4 2024, with results anticipated in 2025[110] - The FDA granted RMAT designation for MB-106, expediting its development and review process[107] Financial Performance - The company has incurred substantial operating losses since inception and expects to continue incurring significant losses for the foreseeable future[112] - The company reported stockholders' equity of $123,000 as of December 31, 2023, and negative stockholders' equity of $(8.3) million as of June 30, 2024, failing to meet Nasdaq's minimum requirement of $2.5 million[125] - A public offering in May 2024 raised approximately $3.2 million, with shares sold at $0.237 each, alongside various warrants[131] - The company entered into a Securities Purchase Agreement for a registered direct offering on June 21, 2024, raising approximately $2.1 million at a price of $0.41 per share[134] - The May 2024 Offering included 1,160,000 shares of common stock and multiple series of warrants, with the public offering price set at $0.237 per share[128] - The company was granted a 180-day extension until September 9, 2024, to regain compliance with Nasdaq's stockholders' equity requirement[125] - The company reported a net loss of $13.4 million for the six months ended June 30, 2024, which is a 59% improvement compared to a net loss of $32.9 million in 2023[167] - Cash and cash equivalents as of June 30, 2024, were $4.3 million, with an accumulated deficit of $394.4 million[162] - Net cash used in operating activities was $7.7 million for the six months ended June 30, 2024, significantly lower than $30.2 million in 2023[167] - The company raised approximately $5.3 million from equity offerings completed in May and June 2024[162] Cost Management - The company announced a workforce reduction of approximately 81% in April 2024 to reduce costs and preserve capital[113] - Research and development expenses for Q2 2024 were $4.36 million, a decrease of 60% from $10.84 million in Q2 2023[148] - Total operating expenses for Q2 2024 were $8.54 million, down 39% from $13.89 million in Q2 2023[148] - General and administrative expenses decreased to $1.53 million in Q2 2024 from $3.05 million in Q2 2023, reflecting a 50% reduction[148] - Research and development expenses for the six months ended June 30, 2024, totaled $8.2 million, down 67% from $24.8 million in the same period of 2023[156] - Total operating expenses for the six months ended June 30, 2024, were $13.8 million, a decrease of 54% compared to $30.2 million for the same period in 2023[157] - General and administrative expenses were $3.0 million for the six months ended June 30, 2024, a reduction of 45% from $5.4 million in 2023[160] Asset Management - The sale of the manufacturing facility to uBriGene was completed on July 28, 2023, for an upfront consideration of $6 million[115] - CFIUS requested the withdrawal and re-filing of the joint voluntary notice regarding the transaction with uBriGene, initiating a new 45-day review period on November 14, 2023[117] - The transaction was ultimately abandoned on May 13, 2024, following the execution of a National Security Agreement (NSA) due to CFIUS's concerns about national security risks[119] - The NSA obligates uBriGene to sell or dispose of certain equipment assets within 180 days, with potential expedited divestment options[120] - The company has the option to delay the payment of the deferred amount in the repurchase transaction if net assets fall below $20 million[122] - The company has terminated several license agreements, including those with St. Jude and the Mayo Clinic, which included forgiveness of outstanding amounts owed[163] Impairment and Other Charges - The company incurred impairment charges of $2.6 million in Q2 2024, with no impairment recorded in Q2 2023[152] - Other income for Q2 2024 was $0.31 million, compared to an expense of $2.34 million in Q2 2023, marking a $2.65 million improvement[154] - Impairment charges of $2.6 million were recorded for the six months ended June 30, 2024, related to leasehold improvements[159] Offerings and Agreements - The company issued warrants to purchase up to 367,800 shares at an exercise price of $0.5125 per share as part of its offerings[136] - The company entered into an At the Market Offering Agreement on May 31, 2024, allowing for the sale of common stock at its discretion[138] - The company terminated its 2018 At Market Issuance Sales Agreement effective June 5, 2024, which previously allowed for the issuance of up to $100 million in common stock[141]

Core Insights - Mustang Bio's MB-106 therapy demonstrated a 90% overall response rate (ORR) in patients with Waldenstrom macroglobulinemia (WM), including three complete responses (CR) and six partial responses [1][10] - The therapy is being developed for relapsed or refractory B-cell non-Hodgkin lymphomas (B-NHLs) and chronic lymphocytic leukemia (CLL), with plans to expand into autoimmune indications [3][12] - Mustang Bio's stock has underperformed, losing 44.4% year to date compared to the industry's 7.1% decline [2] Efficacy and Safety - MB-106 showed a favorable safety and efficacy profile in a cohort of heavily pre-treated WM patients, all of whom were refractory to BTK inhibitors [5][12] - The therapy's results improved from a previous study where the ORR was 83% with two CRs [6][10] - If approved, MB-106 would be the first FDA-approved therapy for WM patients in the third-line setting [7] Market Context - Currently, there are no FDA-approved CAR T treatments for WM, indicating a significant unmet need that MB-106 could address [12] - The FDA granted orphan drug designation to MB-106 for the WM indication in 2022, highlighting its potential in the market [12] - Competing therapies in the WM space include Imbruvica and Brukinsa, both of which are BTK inhibitors [13][14]

Core Viewpoint - Mustang Bio (NASDAQ:MBIO) is experiencing a significant increase in stock trading volume, with over 13.9 million shares traded, far exceeding its average of 345,000 shares, amidst a delisting notice from Nasdaq [1][2]. Group 1: Stock Performance - MBIO stock has surged by 58.4% as of Wednesday morning, although it has declined by 76.5% year-to-date as of the previous market close [4]. - The company has a float of 9.36 million shares, indicating a relatively low number of shares available for trading [1]. Group 2: Delisting Notice - Mustang Bio received a delisting notice from Nasdaq due to its shares trading below the minimum bid price of $1 for an extended period [2][3]. - The company has until November 12, 2024, to regain compliance with Nasdaq's listing standards by maintaining a share price above $1 for 10 consecutive trading days [2][3]. - If compliance is not achieved, Mustang Bio may qualify for an additional 180-day extension to adjust its share price [4].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38191 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: | ...

Financial Performance - As of December 31, 2023, Mustang's cash and cash equivalents totaled $7.0 million, a decrease of $69.7 million from $76.7 million as of December 31, 2022[6]. - Net loss attributable to common stockholders was $51.6 million, or $6.00 per share, for the year ended December 31, 2023, compared to a net loss of $77.5 million, or $10.09 per share, for 2022[6]. - Total assets decreased from $92,422,000 in 2022 to $17,742,000 in 2023, a decline of approximately 81.8%[16]. - Total liabilities reduced significantly from $46,149,000 in 2022 to $17,619,000 in 2023, a decrease of about 61.8%[16]. - Operating expenses for 2023 were $49,260,000, down from $76,159,000 in 2022, representing a reduction of approximately 35.4%[18]. - Net loss for 2023 was $51,602,000 compared to a net loss of $77,525,000 in 2022, indicating an improvement of approximately 33.4%[18]. - Net loss per common share improved from $10.09 in 2022 to $6.00 in 2023[18]. - Cash and cash equivalents decreased from $75,656,000 in 2022 to $6,234,000 in 2023, a decline of approximately 91.8%[16]. - Total stockholders' equity fell from $46,273,000 in 2022 to $123,000 in 2023, a decrease of about 99.7%[16]. - Interest expense increased from $3,359,000 in 2022 to $4,109,000 in 2023, an increase of approximately 22.3%[18]. Research and Development - Research and development expenses for the year ended December 31, 2023, were $40.5 million, down from $62.5 million in 2022[6]. - Research and development expenses decreased from $62,475,000 in 2022 to $40,513,000 in 2023, a decline of about 35.2%[18]. - Mustang reported a 100% overall response rate in patients treated with MB-106 (n=9) for follicular lymphoma (FL) and Waldenstrom macroglobulinemia (WM) in a recent clinical trial[8]. - The FDA granted Orphan Drug Designation to MB-106 for the treatment of WM, with pivotal Phase 2 patient treatment expected in 2024[8]. - Mustang plans to initiate a Phase 1 multicenter clinical trial for MB-109, a combination therapy for recurrent glioblastoma, in 2024[9]. - Mustang aims to request Regenerative Medicine Advanced Therapy (RMAT) designation for indolent lymphoma from the FDA in the first half of 2024[2]. - The company anticipates the publication of proof-of-concept research for its in vivo CAR-T technology platform in 2024[10]. - In 2024, the first patients are expected to be treated in new trials for X-Linked Severe Combined Immunodeficiency (XSCID) using MB-117 and MB-217[11]. Capital Raising - Mustang completed a registered direct offering in October 2023, raising approximately $4.4 million in gross proceeds[6].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission File No. 001-38191 MUSTANG BIO, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 47-3828760 (State or Other Jurisdiction ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38191 MUSTANG BIO, INC. (Exact name of registrant as specified in its charter) Delaware 47-3828760 (State or other ju ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38191 MUSTANG BIO, INC. (Exact name of registrant as specified in its charter) Delaware 47-3828760 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 377 Plantation Street For the quarterly period ended June 30, ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38191 MUSTANG BIO, INC. (Exact name of registrant as specified in its charter) Delaware 47-3828760 (State or other jurisd ...