Mustang Bio Announces $2.5 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules
June 20 2024 - 8:00AM
Mustang Bio, Inc. (“Mustang” or the “Company”) (Nasdaq: MBIO), a
clinical-stage biopharmaceutical company focused on translating
today’s medical breakthroughs in cell therapies into potential
cures for difficult-to-treat cancers, today announced that it has
entered into a definitive agreement for the issuance and sale of an
aggregate of 6,130,000 of its shares of common stock (or common
stock equivalents in lieu thereof) at a purchase price of $0.41 per
share (or common stock equivalent in lieu thereof) in a registered
direct offering priced at-the-market under Nasdaq rules. In a
concurrent private placement, Mustang has also agreed to issue and
sell unregistered warrants to purchase up to an aggregate of
6,130,000 shares of its common stock. The offering is expected to
close on or about June 21, 2024, subject to the satisfaction of
customary closing conditions.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offering.
The unregistered warrants will have an exercise
price of $0.41 per share, will be exercisable beginning on the
effective date of stockholder approval of the issuance of the
shares upon exercise of the warrants and will expire five years
from the date of stockholder approval.
The gross proceeds to Mustang from the offering
are expected to be approximately $2.5 million, before deducting the
placement agent’s fees and other offering expenses payable by the
Company. Mustang currently intends to use the net proceeds from the
offering for working capital and general corporate purposes.
The shares of common stock (or common stock
equivalents) offered in the registered direct offering (but
excluding the unregistered warrants offered in the concurrent
private placement and the shares of common stock underlying such
unregistered warrants) are being offered and sold by the Company
pursuant to a “shelf” registration statement on Form S-3
(Registration No. 333-279891), including a base prospectus,
previously filed with the Securities and Exchange Commission
(“SEC”) on May 31, 2024 and declared effective by the SEC on June
12, 2024. The offering of the shares of common stock (or common
stock equivalents) to be issued in the registered direct offering
are being made only by means of a prospectus supplement that forms
a part of the registration statement. A final prospectus supplement
and an accompanying base prospectus relating to the registered
direct offering will be filed with the SEC and will be available on
the SEC’s website located at http://www.sec.gov. Electronic copies
of the final prospectus supplement and accompanying base prospectus
may also be obtained, when available, by contacting H.C. Wainwright
& Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022,
by phone at (212) 856-5711 or e-mail at placements@hcwco.com.
The offer and sale of the unregistered warrants
in the private placement are being made in a transaction not
involving a public offering and have not been registered under
Section 4(a)(2) of the Securities Act of 1933, as amended (the
“Securities Act”), and/or Rule 506(b) of Regulation D promulgated
thereunder and, along with the shares of common stock underlying
such unregistered warrants, have not been registered under the
Securities Act or applicable state securities laws. Accordingly,
the unregistered warrants offered in the private placement and the
underlying shares of common stock may not be reoffered or resold in
the United States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Securities Act and such applicable state
securities laws.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or jurisdiction.
About Mustang Bio
Mustang Bio, Inc. is a clinical-stage
biopharmaceutical company focused on translating today’s medical
breakthroughs in cell therapies into potential cures for
difficult-to-treat cancers. Mustang aims to acquire rights to these
technologies by licensing or otherwise acquiring an ownership
interest, to fund research and development, and to outlicense or
bring the technologies to market. Mustang has partnered with top
medical institutions to advance the development of CAR-T therapies.
Mustang’s common stock is registered under the Securities Exchange
Act of 1934, as amended, and Mustang files periodic reports with
the SEC. Mustang was founded by Fortress Biotech, Inc. (Nasdaq:
FBIO). For more information, visit www.mustangbio.com.
Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934,
each as amended. Such statements, which are often indicated by
terms such as “anticipate,” “believe,” “could,” “estimate,”
“expect,” “goal,” “intend,” “look forward to,” “may,” “plan,”
“potential,” “predict,” “project,” “should,” “will,” “would” and
similar expressions. These forward-looking statements, include, but
are not limited to, statements regarding the completion of the
offering, the satisfaction of customary closing conditions related
to the offering, the anticipated use of proceeds therefrom and the
receipt of stockholder approval, any statements relating to our
workforce reduction and other alternatives, growth strategy and
product development programs, including the timing of and our
ability to make regulatory filings such as INDs and other
applications and to obtain regulatory approvals for our product
candidates, statements concerning the potential of therapies and
product candidates and any other statements that are not historical
facts. Actual events or results may differ materially from those
described herein due to a number of risks and uncertainties. Risks
and uncertainties include, among other things, risks that any
actual or potential clinical trials described herein may not
initiate or complete in sufficient timeframes to advance the
Company’s corporate objectives, or at all, or that promising early
results obtained therefrom may not be replicable, risks related to
the satisfaction of the conditions necessary to transfer the lease
of the Company’s manufacturing facility to a potential transferee
and receive the contingent payment in connection with the Company’s
sale of its manufacturing facility in the anticipated timeframe or
at all; whether the purchaser of the Company’s manufacturing
facility is able to successfully perform its obligation to produce
the Company’s products under the manufacturing services agreement
on a timely basis and to acceptable standards; disruption from the
sale of the Company’s manufacturing facility making it more
difficult to maintain business and operational relationships;
negative effects of the announcement or the consummation of the
transaction on the market price of the Company’s common stock;
significant transaction costs; the development stage of the
Company’s primary product candidates, our ability to obtain,
perform under, and maintain financing and strategic agreements and
relationships; risks relating to the results of research and
development activities; risks relating to the timing of starting
and completing clinical trials; uncertainties relating to
preclinical and clinical testing; our dependence on third-party
suppliers; our ability to attract, integrate and retain key
personnel; the early stage of products under development; our need
for substantial additional funds; government regulation; patent and
intellectual property matters; competition; the ability to execute
on strategic or other alternatives; as well as other risks
described in Part I, Item 1A, “Risk Factors,” in our Annual Report
on Form 10-K for the fiscal year ended December 31, 2023,
subsequent Quarterly Reports on Form 10-Q and our other filings we
make with the SEC. We expressly disclaim any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in our expectations or any changes in events, conditions or
circumstances on which any such statement is based, except as
required by applicable law, and we claim the protection of the safe
harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.
Company Contacts: Jaclyn Jaffe
and Nicole McCloskey Mustang Bio, Inc. (781) 652-4500
ir@mustangbio.com
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