--- title: "Mustang Bio prices $8 million offering at $3.01" url: "https://aibio.space/news/mustang-bio-prices-8-million-offering-3-01-two-series-warrants/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2025-02-07" section: "Financings" tickers: "NASDAQ:MBIO, NASDAQ:FBIO" source: "https://www.sec.gov/Archives/edgar/data/1680048/000141057825000085/tmb-20240930x424b4.htm" summary: "The warrants can be exercised only after stockholders approve. The offering follows a 1-for-50 reverse stock split on January 15, 2025." --- By the aibio.space news desk. Sources - [Mustang Bio, Inc. 424B4 (2025-02-07)](https://www.sec.gov/Archives/edgar/data/1680048/000141057825000085/tmb-20240930x424b4.htm) - [Mustang Bio, Inc. 8-K (2025-02-11)](https://www.sec.gov/Archives/edgar/data/1680048/000110465925011517/tm255743d1_ex99-1.htm) [MBIO](https://aibio.space/companies/mustang-bio/) [FBIO](https://aibio.space/companies/fortress-biotech/) 2025-02-07 # Mustang Bio prices $8 million offering at $3.01 with two series of warrants Tickers [MBIO](https://aibio.space/companies/mustang-bio/)[FBIO](https://aibio.space/companies/fortress-biotech/) The warrants can be exercised only after stockholders approve. The offering follows a 1-for-50 reverse stock split on January 15, 2025. ## Key facts - **Companies**: Mustang Bio, Inc. (NASDAQ: MBIO), Fortress Biotech, Inc. (NASDAQ: FBIO) - **News type**: Financings - **Primary source**: [Mustang Bio, Inc. 424B4 (2025-02-07)](https://www.sec.gov/Archives/edgar/data/1680048/000141057825000085/tmb-20240930x424b4.htm) *An empty boardroom with a long table. CC0, via rawpixel. The picture shows the field, not the companies named.* Mustang Bio, Inc. ([MBIO](https://aibio.space/companies/mustang-bio/)) priced a public offering of 2,657,807 shares of common stock, or pre-funded warrants in place of shares, at a combined price of $3.01 per share, with warrants attached, according to a company release dated February 6, 2025. The prospectus shows a total public offering price of $7,999,783 and proceeds to Mustang of $7,439,783 before expenses. ### Securities and warrant terms The offering is 495,000 shares of common stock and pre-funded warrants for 2,162,807 shares, priced at $3.0099 each. Every share or pre-funded warrant comes with one Series C-1 warrant and one Series C-2 warrant, each to buy one share at $3.01. The warrants can be exercised only after stockholders approve the issuance of the underlying shares. The Series C-1 warrants expire five years after that approval, and the Series C-2 warrants expire twenty-four months after it. The prospectus says up to 7,637,889 shares could be issued on exercise of the Series C warrants, the pre-funded warrants and the placement agent warrants. ### Placement agent and fees H.C. Wainwright & Co., LLC is exclusive placement agent on a reasonable best efforts basis. The agent is not committed to buy any securities. Mustang agreed to pay a cash fee of 7.0% of gross proceeds, which the prospectus table shows as $560,000, plus a management fee of 1.0%. It also agreed to reimburse non-accountable expenses of $25,000, legal fees and expenses of up to $100,000, road show expenses of up to $3,500 and clearing expenses of $15,950. Mustang will issue placement agent warrants for up to 159,468 shares. Troutman Pepper Locke LLP of Charlotte passes on the validity of the securities for Mustang, and Ellenoff Grossman & Schole LLP of New York represents the placement agent. ### A financing history under pressure The offering follows an October 2024 transaction. Mustang received aggregate gross proceeds of approximately $4 million from an investor who exercised existing warrants under an inducement letter, which closed on October 25, 2024. H.C. Wainwright received placement agent warrants at $14.82 per share in that deal. The company also has a listing history. On March 13, 2024, Nasdaq's staff sent a deficiency letter under Listing Rule 5550(b)(1), the stockholders' equity requirement. Stockholders' equity was $123,000 at December 31, 2023, and Mustang reported a stockholders' deficit of approximately $8.7 million at September 30, 2024. Separately, Mustang had until November 12, 2024 to meet the minimum bid price rule under Listing Rule 5550(a)(2). It then carried out a 1-for-50 reverse stock split on January 15, 2025, which the prospectus says was intended to bring the company into compliance with that rule. Fortress Biotech, Inc. is the existing controlling shareholder and is able to control a majority of the total voting power. That makes Mustang a "controlled company" under Nasdaq rules. ### Losses, cash use and going-concern doubt The prospectus states that there is substantial doubt about Mustang's ability to continue as a going concern. It warns that, without new capital, the company could be required to seek bankruptcy protection or other alternatives, which would likely result in securityholders losing some or all of their investment. Mustang's net losses were $14.8 million for the nine months ended September 30, 2024, compared with $43.0 million for the nine months ended September 30, 2023. Its accumulated deficit was $395.8 million at September 30, 2024. Operating activities used $49,477 thousand of cash in 2023 and $65,066 thousand in 2022. ### What the company says comes next Mustang is advancing programs in hematologic cancers and solid tumors through clinical development. The release describes the company as translating cell therapies into potential cures for difficult-to-treat cancers, and it cites a "need for additional funds in the immediate future" among its risks. The prospectus says the warrants may be exercised only after stockholder approval, and the offering closes on or about February 7, 2025, subject to conditions. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story MBIO Mustang Bio, Inc. NASDAQ · United States Open the starter desk FBIO Fortress Biotech, Inc. NASDAQ · United States Open the starter desk ## More in Financings Financings ### [INmune Bio raises $4.50 million in registered direct offering with warrants](https://aibio.space/news/inmune-bio-raises-4-50-million-registered-direct-offering-warrants/) Oct 29, 2026 Financings ### [Lexeo Therapeutics files $300 million shelf registration](https://aibio.space/news/lexeo-therapeutics-files-300-million-shelf-registration/) Oct 29, 2026 Financings ### [ProKidney files $650 million shelf with $200 million Jefferies sales program](https://aibio.space/news/prokidney-files-650-million-shelf-200-million-jefferies-sales-program/) Oct 29, 2026 --- Source page: https://aibio.space/news/mustang-bio-prices-8-million-offering-3-01-two-series-warrants/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Mustang Bio prices $8 million offering at $3.01", 2025-02-07, https://aibio.space/news/mustang-bio-prices-8-million-offering-3-01-two-series-warrants/