Mustang Bio, Inc 10-Q for FY2022 Q2

Mustang Bio, Inc. (MBIO)

10-Q 2022-08-11 For: 2022-06-30

Added on April 06, 2026

About this 10-Q

Mustang Bio, Inc filed this 10-Q on August 11, 2022, covering the quarter ended June 30, 2022 (FY2022 Q2).

Headline figures

Quarter ended June 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $19.1M; compared with a net loss of $14.36M a year earlier
Diluted EPS: -$0.19; compared with -$0.16 a year earlier

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Delaware		47-3828760
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	MBIO	NASDAQ Global Market

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

Class of Common Stock		Outstanding Shares as of August 9, 2022
Class A Common Stock, $0.0001 par value		845,385
Common Stock, $0.0001 par value		105,221,651


PART I. FINANCIAL INFORMATION		5

Item 1.	Unaudited Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risks	28

Item 4.	Controls and Procedures	28

PART II. OTHER INFORMATION		29

Item 1.	Legal Proceedings	29

Item 1A	Risk Factors	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	70

Item 3.	Defaults Upon Senior Securities	70

Item 4.	Mine Safety Disclosures	70

Item 5.	Other Information	70

Item 6.	Exhibits	71

Signatures		72


	June 30,		December 31,
	2022		2021

ASSETS
Current Assets:
Cash and cash equivalents	$	107,369	$	109,618
Other receivables - related party		33		50
Prepaid expenses and other current assets		1,974		2,038
Total current assets		109,376		111,706

Property, plant and equipment, net		8,663		9,025
Fixed assets - construction in process		1,537		2,027
Restricted cash		1,000		1,000
Other assets		359		362
Operating lease right-of-use asset, net		970		1,050
Total Assets	$	121,905	$	125,170

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	10,165	$	9,744
Payables and accrued expenses - related party		448		723
Operating lease liabilities - short-term		368		348
Total current liabilities		10,981		10,815

Deferred income		270		270
Note payable, long-term, net		27,150		—
Operating lease liabilities - long-term		1,496		1,685
Total Liabilities		39,897		12,770

Commitments and Contingencies (Note 11)

Stockholders’ Equity
Preferred stock ($0.0001 par value), 2,000,000 shares authorized, 250,000 shares of Class A preferred stock issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		—		—
Common stock ($0.0001 par value), 200,000,000 and 150,000,000 shares authorized as of June 30, 2022 and December 31, 2021, respectively
Class A common shares, 845,385 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		—		—
Common shares, 104,511,195 and 93,582,991 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		10		9
Common stock issuable, 41,652 and 2,536,607 shares as of June 30, 2022 and December 31, 2021, respectively		28		4,329
Additional paid-in capital		372,708		359,906
Accumulated deficit		(290,738)		(251,844)
Total Stockholders’ Equity		82,008		112,400
Total Liabilities and Stockholders’ Equity	$	121,905	$	125,170


	For the three months ended June 30,				For the six months ended June 30,
	2022		2021		2022		2021
Operating expenses:
Research and development	$	15,164	$	10,902	$	31,453	$	22,520
Research and development – licenses acquired		—		1,000		—		1,000
General and administrative		3,077		2,538		6,426		6,007
Total operating expenses		18,241		14,440		37,879		29,527
Loss from operations		(18,241)		(14,440)		(37,879)		(29,527)

Other income (expense)
Interest income		77		85		150		219
Interest expense		(935)		(4)		(1,165)		(8)
Total other income (expense)		(858)		81		(1,015)		211
Net Loss	$	(19,099)	$	(14,359)	$	(38,894)	$	(29,316)

Net loss per common share outstanding, basic and diluted	$	(0.19)	$	(0.16)	$	(0.39)	$	(0.35)

Weighted average number of common shares outstanding, basic and diluted		102,947,158		87,561,764		100,444,938		84,033,508


	For the Three Months Ended June 30, 2022
										Common		Additional				Total
	Class A Preferred Stock			Class A Common Shares			Common Shares			Stock		Paid-in		Accumulated		Stockholders'
	Shares	Amount		Shares	Amount		Shares	Amount		Issuable		Capital		Deficit		Equity
Balances at March 31, 2022	250,000	$	—	845,385	$	—	100,287,838	$	10	$	27	$	368,933	$	(271,639)	$	97,331
Issuance of common shares, net of offering costs - At-the-Market Offering	—		—	—		—	3,979,289		—		—		3,051		—		3,051
Issuance of common shares, equity fee on At-the-Market Offering	—		—	—		—	84,207		—		1		74		—		75
Issuance of common shares under ESPP	—		—	—		—	—		—		—		—		—		—
Stock-based compensation expenses	—		—	—		—	159,861		—		—		650		—		650
Net loss	—		—	—		—	—		—		—		—		(19,099)		(19,099)
Balances at June 30, 2022	250,000	$	—	845,385	$	—	104,511,195	$	10	$	28	$	372,708	$	(290,738)	$	82,008


	For the Six Months Ended June 30, 2022
										Common		Additional				Total
	Class A Preferred Stock			Class A Common Shares			Common Shares			Stock		Paid-in		Accumulated		Stockholders'
	Shares	Amount		Shares	Amount		Shares	Amount		Issuable		Capital		Deficit		Equity
Balances at December 31, 2021	250,000	$	—	845,385	$	—	93,582,991	$	9	$	4,329	$	359,906	$	(251,844)	$	112,400
Issuance of common shares - Founders Agreement	—		—	—		—	2,536,607		—		(4,212)		4,212		—		—
Issuance of common shares, net of offering costs - At-the-Market Offering	—		—	—		—	6,753,083		1		—		5,789		—		5,790
Issuance of common shares, equity fee on At-the-Market Offering	—		—	—		—	178,582		—		(89)		237		—		148
Issuance of common shares under ESPP	—		—	—		—	157,281		—		—		116		—		116
Stock-based compensation expenses	—		—	—		—	347,724		—		—		1,314		—		1,314
Issuance of common shares - Equity fee on RWG debt	—		—	—		—	954,927		—		—		750		—		750
Issuance of warrants for RWG debt	—		—	—		—	—		—		—		384		—		384
Exercise of warrants	—		—	—		—	—		—		—		—		—		—
Net loss	—		—	—		—	—		—		—		—		(38,894)		(38,894)
Balances at June 30, 2022	250,000	$	—	845,385	$	—	104,511,195	$	10	$	28	$	372,708	$	(290,738)	$	82,008


	For the Six Months Ended June 30, 2021
										Common		Additional				Total
	Class A Preferred Stock			Class A Common Shares			Common Shares			Stock		Paid-in		Accumulated		Stockholders'
	Shares	Amount		Shares	Amount		Shares	Amount		Issuable		Capital		Deficit		Equity
Balances at December 31, 2020	250,000	$	—	845,385	$	—	70,920,693	$	7	$	7,939	$	275,963	$	(185,474)	$	98,435
Issuance of common shares - Founders Agreement	—		—	—		—	2,001,490		—		(7,577)		7,577		—		—
Issuance of common shares, net of offering shares -At-the-Market Offering	—		—	—		—	16,203,605		2		—		62,617		—		62,619
Issuance of common shares - Equity fee on At-the-Market Offering	—		—	—		—	452,965		—		(177)		1,763		—		1,586
Issuance of common shares under ESPP	—		—	—		—	55,963		—		—		158		—		158
Stock-based compensation expenses	—		—	—		—	301,308		—		—		1,543		—		1,543
Exercise of warrants	—		—	—		—	138		—		—		—		—		—
Net loss	—		—	—		—	—		—		—		—		(29,316)		(29,316)
Balances at June 30, 2021	250,000	$	—	845,385	$	—	89,936,162	$	9	$	185	$	349,621	$	(214,790)	$	135,025


	June 30,
($ in thousands)	2022	2021
Cash and cash equivalents	$ 107,369	$ 129,923
Restricted cash	1,000	1,000
Total cash, cash equivalents and restricted cash	$ 108,369	$ 130,923


	For the three months ended June 30,				For the six months ended June 30,
($ in thousands)	2022		2021		2022		2021
City of Hope National Medical Center	$	—	$	—	$	—	$	—
CD123		52		21		103		226
IL13Rα2		234		279		462		793
CS1		50		197		100		372
HER2		271		31		542		154
PSCA		28		(4)		50		46
Fred Hutchinson Cancer Research Center - CD20		358		327		846		998
St. Jude Children's Research Hospital - XSCID		94		176		218		280
LUMC - RAG1 SCID		138		—		265		—
Mayo Clinic		231		233		462		233
Total	$	1,456	$	1,260	$	3,048	$	3,102


	Estimated Useful	June 30,		December 31,
($ in thousands)	Life (in years)	2022		2021
Computer equipment	3	$	145	$	145
Furniture and fixtures	5		370		370
Machinery and equipment	5		7,486		6,550
Leasehold improvements	9		7,694		7,694
Construction in process	N/A		1,537		2,027
Total property, plant and equipment			17,232		16,786
Less: accumulated depreciation			(7,032)		(5,734)
Property, plant and equipment, net		$	10,200	$	11,052


				Weighted Average
				Remaining
		Weighted Average		Contractual Life (in
	Stock Options	Exercise Price		years)
Outstanding at December 31, 2021	1,141,675	$	5.73	5.31
Outstanding at June 30, 2022	1,141,675		5.73	4.81
Options vested and exercisable at June 30, 2022	713,547	$	5.73	4.81


		Weighted Average
		Grant Date Fair
	Number of Shares	Value
Nonvested at December 31, 2021	280,983	$	4.05
Vested	(129,058)		4.89
Nonvested at June 30, 2022	151,925	$	3.33


		Weighted Average
		Grant Date Fair
	Number of Units	Value
Nonvested at December 31, 2021	2,335,557	$	3.27
Granted	870,000		0.91
Forfeited	(276,686)		2.83
Vested	(455,562)		3.43
Nonvested at June 30, 2022	2,473,309	$	2.27


	For the three months ended June 30,				Change
($ in thousands)	2022		2021		$		%
Operating expenses:
Research and development	$	15,164	$	10,902	$	4,262	39	%
Research and development – licenses acquired		—		1,000		(1,000)	(100)	%
General and administrative		3,077		2,538		539	21	%
Total operating expenses		18,241		14,440		3,801	26	%
Loss from operations		(18,241)		(14,440)		(3,801)	26	%

Other income (expense)
Interest income		77		85		(8)	(9)	%
Interest expense		(935)		(4)		(931)	23,275	%
Total other income (expense)		(858)		81		(939)	(1,159)	%
Net Loss	$	(19,099)	$	(14,359)	$	(4,740)	33	%


Exhibit No.		Description

3.1		Amended and Restated Certificate of Incorporation of Mustang Bio, Inc. (formerly Mustang Therapeutics, Inc.), dated July 26, 2016 (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 1012G (file No. 000-5568) filed with SEC on July 28, 2016).
3.2		Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Mustang Bio, Inc., dated June 14, 2018 (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 10-Q (file No. 001-38191) filed with SEC on August 13, 2018).
3.3		Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Mustang Bio, Inc., dated September 30, 2019 (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K (file No. 001-38191) filed with SEC on September 30, 2019).
3.4		Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Mustang Bio, Inc., dated December 4, 2020 (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K (file No. 001-38191) filed with SEC on December 4, 2020).
3.5		Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Mustang Bio, Inc., dated June 17, 2021 (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K (file No. 001-38191) filed with SEC on June 22, 2021).
3.6		Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Mustang Bio, Inc., dated July 5, 2022 (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K (file No. 001-38191) filed with SEC on July 7, 2022).
3.7		Bylaws of Mustang Bio, Inc. (incorporated by reference to Exhibit 3.2 of the Registrant’s Form 1012G (file No. 000-55668) filed with the SEC on July 28, 2016).
10.1		Third Amendment to Mustang Bio, Inc. 2016 Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (file No. 001-38191) filed with the SEC on June 24, 2022).
31.1		Certification of President and Chief Executive Officer (Principal Executive Officer), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

31.2		Certification of Interim Chief Financial Officer (Principal Financial Officer), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.1		Certification of President and Chief Executive Officer (Principal Executive Officer), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.2		Certification of Interim Chief Financial Officer (Principal Financial Officer), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

101		The following financial information from the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2022, formatted as Inline Extensible Business Reporting Language (iXBRL): (i) the Balance Sheets, (ii) the Unaudited Statements of Operations, (iii) the Unaudited Statement of Stockholders’ Equity, (iv) the Unaudited Statements of Cash Flows, and (v) Notes to the Unaudited Financial Statements (filed herewith).


104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101)


	MUSTANG BIO, INC.

August 11, 2022	By:	/s/ Manuel Litchman
		Manuel Litchman, M.D., President and
		Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Eliot Lurier
		Eliot Lurier
		Interim Chief Financial Officer
		(Principal Financial Officer)

AugAustAugust

August 11, 2022	By:	/s/ Manuel Litchman
		Manuel Litchman, M.D., President and
		Chief Executive Officer
		(Principal Executive Officer)

August
August 11, 2022	By:	/s/ Eliot Lurier
		Eliot Lurier
		Interim Chief Financial Officer
		(Principal Financial Officer)