MUSTANG BIO, INC. (NASDAQ:FBIO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
| Entry into a Material Definitive Agreement. |
The information set forth under Item 3.02 of this Current Report
on Form 8-K regarding the Transaction Documents (as such term is
defined in Item 3.02 below) is incorporated herein by reference.
| Item 3.02. | Unregistered Sales of Equity Securities. |
On November 30, 2016, Mustang Bio, Inc. (the Company) completed a
third closing of the private placement (the Transaction)
previously reported by the Company in its Current Report on Form
8-K filed with the Securities and Exchange Commission on October
6, 2016 (the Prior 8-K), which is incorporated by reference
herein. In this third closing, the Company sold 190.02 Units to
certain accredited investors (the Units) to a Unit Purchase
Agreement (each a Purchase Agreement). As described in the Prior
8-K, each Unit consists of 10,000 shares of the Companys common
stock, $0.001 par value per share (the Common Stock) and warrants
(the Warrants) exercisable immediately for 2,500 shares of Common
Stock for five years at an exercise price of $8.50 per share, for
a purchase price of $65,000 per Unit. The Units sold in the third
closing are comprised of 1,900,215 shares of Common Stock and
Warrants to purchase 475,053 shares of Common Stock for aggregate
gross proceeds of $12,351,397.50.
In connection with the third closing, the Companys placement
agent, to the Placement Agent Agreement dated August 3, 2016 (the
Placement Agent Agreement), received a cash fee of $1,235,139.75
and a warrant to purchase 190,021 shares of Common Stock (the
Placement Agent Warrant).
Also, on December 6, 2016, the Company and the Placement Agent
entered into an Amendment to the Placement Agent Agreement (the
Amendment to the Placement Agent Agreement) in order to extend
the period for subsequent closings of the Transaction to January
31, 2017 and, in connection therewith, revised the form of
Purchase Agreement to reflect such extension (Amended Purchase
Agreement and, collectively with the Purchase Agreement,
Warrants, Placement Agent Warrant, Placement Agent Agreement, and
Amendment to the Placement Agent Agreement, the Transaction
Documents). The Amendment to the Placement Agent Agreement did
not change any other material terms of the Placement Agent
Agreement and no other terms of the Purchase Agreement, except
the termination date, were changed in the Amended Purchase
Agreement.
The Units, Warrants and Placement Agent Warrant were offered and
sold in a private placement to exemptions from the registration
requirements of the Securities Act of 1933, as amended (the
Securities Act), afforded by Section 4(a)(2) and Rule 506 of
Regulation D promulgated thereunder. To the extent that any
shares of Common Stock are issued in connection with the
Transaction, they may not be offered or sold in the United States
absent registration or the availability of an applicable
exemption from the registration requirements of the Securities
Act.
The foregoing descriptions of the Transaction Documents are
subject to the full and complete terms of each such Transaction
Document and the form of Purchase Agreement, form of Warrant, the
Placement Agent Warrant and the Placement Agent Agreement which
were filed with the Companys Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on November 14, 2016,
and the Amendment to the Placement Agent Agreement and form of
Amended Purchase Agreement which will be filed with the Companys
Annual Report on Form 10-K for the year ended December 31, 2016.
The information contained in this Current Report on Form 8-K is
not an offer to sell or the solicitation of an offer to buy any
securities of the Company.
About MUSTANG BIO, INC. (NASDAQ:FBIO)
Fortress Biotech, Inc., formerly Coronado Biosciences, Inc., is a biopharmaceutical company. The Company is involved in the development of immunotherapy agents for the treatment of autoimmune diseases and cancer. Its sole product candidate is CNDO-109. The Company is also focused on acquiring, developing and commercializing pharmaceutical and biotechnology products. The Company’s product, CNDO-109, is a lysate (disrupted Closteroviridae (CTV)-1 cells, cell membrane fragments, cell proteins and other cellular components) that activates donor Natural Killer (NK) cells. CTV-1 is a leukemic cell line re-classified as a T-cell acute lymphocytic leukemia (ALL). The Company holds the license to develop and commercialize CNDO-109 to activate NK cells for the treatment of cancer-related and other conditions, and a non-exclusive license to certain clinical data solely for use in the Investigational new drug (IND) for CNDO-109. The Company is conducting the Phase I clinical studies of CNDO-109. MUSTANG BIO, INC. (NASDAQ:FBIO) Recent Trading Information
MUSTANG BIO, INC. (NASDAQ:FBIO) closed its last trading session up +0.10 at 2.43 with 62,536 shares trading hands.
