On October 26, 2023 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 and rare genetic diseases, reported that it has entered into a definitive agreement for the issuance and sale of an aggregate of 2,588,236 of its shares of common stock (or common stock equivalents in lieu thereof) at a purchase price of $1.70 per share (or common stock equivalent in lieu thereof) in a registered direct offering priced at-the-market under Nasdaq rules (Press release, Mustang Bio, OCT 26, 2023, View Source [SID1234636446]). In a concurrent private placement, Mustang has also agreed to issue and sell unregistered warrants to purchase up to an aggregate of 2,588,236 shares of its common stock. The offering is expected to close on or about October 30, 2023, subject to the satisfaction of customary closing conditions.
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H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.
The unregistered warrants will have an exercise price $1.58 per share, will become exercisable immediately upon issuance and will expire five and one-half years from the date of issuance.
The gross proceeds to Mustang from the offering are expected to be approximately $4.4 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. 333-255476), including a base prospectus, previously filed with the Securities and Exchange Commission (SEC) on April 23, 2021 and declared effective by the SEC on May 24, 2021. 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 View Source 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 [email protected].
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