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):
September 30, 2019
Mustang Bio, Inc.
(Exact Name of Registrant as Specified in
Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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001-38191
(Commission File Number)
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47-3828760
(IRS Employer Identification No.)
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2 Gansevoort Street, 9th Floor
New York, NY 10014
(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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Written communications pursuant to Rule 425 under the
Securities Act.
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act.
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Pre-commencement communications pursuant to Rule 14d-2b
under the Exchange Act.
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act.
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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. x
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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
August 16, 2019, 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, Authorized Stock thereof in order to effect an
increase in the authorized number of shares of Mustang’s common stock, par value $0.0001, from 50,000,000 to 85,000,000
(the “Amendment”). On August 16, 2019, 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 September
10, 2019 (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
September 30, 2019.
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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: September 30, 2019
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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
Delaware The First
State Page 1 5709416 8100 Authentication: 203690916 SR# 20197281601 Date: 09-30-19 You may verify this certificate online at corp.delaware.gov/authver.shtml
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY
OF THE CERTIFICATE OF AMENDMENT OF “MUSTANG BIO, INC.”, FILED IN THIS OFFICE ON THE THIRTIETH DAY OF SEPTEMBER, A.D.
2019, AT 8:22 O`CLOCK A.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY RECORDER OF DEEDS.
State of Delaware
Secretary of State Division of Corporations Delivered 08:22 AM 09/30/2019 FILED 08:22 AM 09/30/2019 SR 20197281601 – File
Number 5709416 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: 1. The Amended and Restated Certificate of Incorporation of the Corporation,
as amended, is hereby amended by deleting the first sentence of Article IV, Authorized Stock thereof in its entirety and inserting
the following in lieu thereof: "The total number of shares of all classes of capital stock that the Corporation shall have
the authority to issue is (i) eighty-five million (85,000,000) 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) 2,000,000 shares of Preferred Stock (the "Preferred Stock"), with $0.0001 par
value, 250,000 of which are designated as Class A Preferred Stock (the "Class A Preferred Stock") and the remainder
are undesignated Preferred Stock." 2. The foregoing amendment was duly adopted in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware. 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 30th day of September, 2019. MUSTANG BIO, INC. By: /s/ Manuel Litchman, M.D. Name: Manuel Litchman, M.D. Title:
President and Chief Executive Officer