Mustang Bio Announces Closing of $4 Million Public Offering
May 02 2024 - 4:01PM
Mustang Bio, Inc. (“Mustang” or the “Company”) (Nasdaq: MBIO), a
clinical-stage biopharmaceutical company focused on translating
today’s medical breakthroughs in cell and gene therapies into
potential cures for difficult-to-treat cancers, today announced the
closing of its previously announced public offering for the
purchase and sale of an aggregate of 16,877,638 shares of its
common stock (or common stock equivalents in lieu thereof), Series
A-1 warrants to purchase up to 16,877,638 shares of common stock,
Series A-2 warrants to purchase up to 16,877,638 shares of common
stock and Series A-3 warrants to purchase up to 16,877,638 shares
of common stock, at a combined purchase price of $0.237 per share
(or per common stock equivalent in lieu thereof) and accompanying
warrants. The warrants have an exercise price of $0.237 per share
and will be exercisable beginning on the effective date of
stockholder approval of the issuance of the shares upon exercise of
the warrants. The Series A-1 warrants will expire five years from
the date of stockholder approval, the Series A-2 warrants will
expire twenty-four months from the date of stockholder approval and
the Series A-3 warrants will expire nine months from the date of
stockholder approval.
H.C. Wainwright & Co. acted as the exclusive
placement agent for the offering.
The gross proceeds from the offering, before
deducting the placement agent's fees and other offering expenses
payable by the Company, and prior to any potential warrant
exercises, were approximately $4 million. The Company intends to
use the net proceeds from this offering for working capital and
general corporate and other purposes. If the Series A-1, A-2 and
A-3 warrants are exercised in full for cash, it will result in
additional gross proceeds to the Company of $12 million. There can
be no assurance that the warrants will be exercised for cash.
The securities described above were offered
pursuant to a registration statement on Form S-1 (File No.
333-278006), which was declared effective by the Securities and
Exchange Commission (the “SEC”) on April 29, 2024. The offering was
made only by means of a prospectus, including a prospectus
supplement, forming part of the effective registration statement. A
final prospectus supplement and an accompanying base prospectus
relating to the offering was filed with the SEC. Electronic copies
of the final prospectus may be obtained on the SEC’s website at
http://www.sec.gov and may also be obtained 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 Company also amended certain existing
warrants to purchase up to an aggregate of 2,588,236 shares of
common stock that were previously issued in October 2023, to reduce
the exercise price from $1.58 per share to $0.237 per share,
effective May 2, 2024. These amended warrants will be exercisable
beginning on the effective date of stockholder approval of the
issuance of the shares upon exercise of those warrants and will
expire five years from the date of stockholder approval.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
described herein, nor shall there be any sale of these securities
in any state or other 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 other
jurisdiction.
About Mustang Bio
Mustang Bio, Inc. is a clinical-stage
biopharmaceutical company focused on translating today’s medical
breakthroughs in cell and gene 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 U.S. Securities and Exchange Commission (“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 anticipated use of
proceeds from the offering and the receipt of stockholder approval,
any potential warrant exercises or resulting proceeds therefrom,
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 related to the satisfaction of the conditions
necessary to transfer the lease of the Company’s manufacturing
facility 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 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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