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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
December 4, 2020
Mustang Bio, Inc.
(Exact Name of Registrant as Specified in
Charter)
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Delaware
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001-38191
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47-3828760
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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377 Plantation Street
Worcester, Massachusetts 01605
(Address of Principal Executive Offices)
(781) 652-4500
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share
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MBIO
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NASDAQ Global Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On
November 11, 2020, the Board of Directors (the “Board”) of Mustang Bio, Inc. (“Mustang”) adopted resolutions
of the Board to ratify, approve and recommend stockholder approval of an amendment to Mustang’s Amended and Restated Certificate
of Incorporation, as amended, to revise Article IV, Section A thereof in order to effect an increase in the authorized number of
shares of Mustang’s common stock, par value $0.0001, from 85,000,000 to 125,000,000 (the “Amendment”). On November
11, 2020, Mustang received approval of the Amendment by written consent in lieu of a meeting from the holders of a majority of
issued and outstanding shares of Mustang’s common and preferred stock.
The
Amendment is described in Mustang’s Information Statement filed with the Securities and Exchange Commission on November 13,
2020 (the “Information Statement”). This description of the Amendment is qualified in its entirety by reference to
the text of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation, as amended (the “Certificate
of Amendment”), which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Amendment became effective upon filing the Certificate of Amendment with the Secretary of State of the State of Delaware on
December 4, 2020.
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Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits.
The following exhibit is filed herewith:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: December 4, 2020
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Mustang Bio, Inc.
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(Registrant)
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By:
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/s/ Manuel Litchman, M.D.
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Manuel Litchman, M.D.
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President and Chief Executive Officer
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Exhibit 3.1
CERTIFICATE OF AMENDMENT OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MUSTANG BIO, INC.
Mustang Bio,
Inc. (the “Corporation”), a corporation organized and existing under and by virtue
of the Delaware General Corporation Law (the “DGCL”),
does hereby certify:
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1.
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The Amended and Restated Certificate of Incorporation of the Corporation, as amended, is hereby
amended by deleting the first sentence of Article IV, Section
A thereof in its entirety and inserting the following in lieu thereof:
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“The total number of shares
of all classes of capital stock that the Corporation shall have the authority to issue is (i) one hundred twenty-five million (125,000,000)
shares of Common Stock, with $0.0001 par value, of which one million (1,000,000) shares are designated as “Class
A Common Stock” (the “Class A Common Stock”) and the remainder are undesignated Common Stock, and (ii) two million
(2,000,000) shares of Preferred Stock (the “Preferred Stock”), 250,000
of which are designated as Class A Preferred Stock (the “Class A Preferred Stock”) and the remainder are undesignated
Preferred Stock.”
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2.
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The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
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IN WITNESS WHEREOF, the
Corporation has caused this Certificate of Amendment of the Amended and Restated Certificate of Incorporation, as amended, to be
executed and acknowledged by its duly appointed officer as of this 4th day of December, 2020.
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MUSTANG BIO, INC.
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By:
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/s/
Manuel Litchman, M.D.
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Name: Manuel Litchman, M.D.
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Title: President and Chief Executive Officer
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State
of Delaware
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Secretary
of State
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Division
of Corporations
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Delivered
09:01 AM 12/04/2020
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FILED
09:01 AM
12/04/2020
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SR
20208557260 – File
Number
5709416
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