Mustang Bio Announces Exercise of Warrants for $4 Million Gross Proceeds
October 24 2024 - 2:10PM
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 exercise of certain
existing warrants to purchase an aggregate of 16,877,638 shares of
its common stock having an exercise price of $0.237 per share,
originally issued in May 2024. The issuance or resale of the shares
of common stock issuable upon exercise of the existing warrants are
registered pursuant to an effective registration statement on Form
S-1 (File No. 333-278006). The gross proceeds to the Company from
the exercise of the existing warrants are expected to be
approximately $4 million, prior to deducting placement agent fees
and offering expenses payable by the Company.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offering.
In consideration for the immediate exercise of
the existing warrants for cash, the Company will issue new
unregistered warrants to purchase up to an aggregate of 33,755,276
shares of common stock. The new warrants will have an exercise
price of $0.27 per share and will be exercisable commencing on the
effective date of stockholder approval of the issuance of the
shares issuable upon exercise of the new warrants (the “Stockholder
Approval”). The new warrants to purchase 16,877,638 shares of
common stock will have a term of five years from the Stockholder
Approval, and the new warrants to purchase 16,877,638 shares of
common stock have a term of twelve months from the Stockholder
Approval.
The offering is expected to close on or about
October 25, 2024, subject to satisfaction of customary closing
conditions. Mustang currently intends to use the net proceeds from
the offering for working capital and general corporate
purposes.
The new warrants described above are being
offered in a private placement under Section 4(a)(2) of the
Securities Act of 1933, as amended (the “Securities Act”), and
Regulation D promulgated thereunder and, along with the shares of
common stock issuable upon exercise of the new warrants, have not
been registered under the Securities Act, or applicable state
securities laws. Accordingly, the new warrants issued in the
private placement and the shares of common stock underlying the new
warrants may not be offered or sold 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. The Company has agreed
to file a registration statement with the Securities and Exchange
Commission covering the resale of the shares of common stock
issuable upon the exercise of the new warrants.
This press release does 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 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 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 McCloskeyMustang
Bio, Inc.(781) 652-4500ir@mustangbio.com
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