MUSTANG BIO, INC.
For the period ended Dec 31, 2025. Filed Mar 19, 2026.
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FY2025 · Filed Mar 19, 2026
MBIO$0.45+15.1%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
Item 15. Exhibits, Financial Statement Schedules
(a) Financial Statements.
The following financial statements are filed as part of this Form 10-K:
| Report of Independent Registered Public Accounting Firm (KPMG LLP, New York, NY; PCAOB ID: 185) | F-2 |
|---|---|
| Financial Statements: | |
| Balance Sheets as of December 31, 2025 and 2024 | F-4 |
| Statements of Operations for the Years Ended December 31, 2025 and 2024 | F-5 |
| Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 2024 | F-6 |
| Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 | F-7 |
| Notes to Financial Statements | F-8 - F-26 |
(b) Exhibits.
| Exhibit No. | Description | |
| 1.1 | | At the Market Offering Agreement, dated May 31, 2024, between the Company, Band H.C. Wainwright & Co., LLC (incorporated by reference to the Exhibit 1.1 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on June 6, 2024). |
| 2.1 | | Bill of Sale and Surrender Agreement, dated January 31, 2025, by and between Mustang Bio, Inc. and AbbVie Bioresearch Center Inc. (incorporated by reference to the Exhibit 2.1 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on February 27, 2025). |
| 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 the Exhibit 3.1 of the Registrant’s Form 10-12G (File No. 000-55668) filed with the 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 the Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q (File No. 001-38191) filed with the SEC on June 14, 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 the Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the 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 the Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on December 4, 2020). |
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| 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 the Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on June 22, 2021). | |
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| 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 the Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on July 5, 2022). |
| 3.7 | | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Mustang Bio, Inc., dated April 3, 2023 (incorporated by reference to the Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on April 3, 2023). |
| 3.8 | | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Mustang Bio, Inc., dated January 15, 2025 (incorporated by reference to the Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on January 17, 2025). |
| 3.9 | | Amended and Restated Bylaws of Mustang Bio, Inc. (incorporated by reference to the Exhibit 3.2 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on April 3, 2023). |
| 4.1 | Form of warrant agreement (incorporated by reference to the Exhibit 4.2 of the Registrant’s Form 10-12G (File No. 000-55668) filed with the SEC on July 28, 2016). | |
| 4.2 | Description of Securities of Mustang Bio, Inc. (incorporated by reference to Exhibit 4.2 of the Registrant’s Form 10-K (File No. 001-38191) filed with the SEC on March 28, 2025). | |
| 4.3 | | Common Stock Warrant issued by Mustang Bio, Inc. to NSC Biotech Venture Fund I, LLC, dated July 5, 2016 (incorporated by reference to the Exhibit 10.5 of the Registrant’s Form 10-12G (File No. 000-55668) filed with the SEC on July 28, 2016). |
| 4.4 | | Warrant to Purchase Common Stock issued to Runway Growth Finance Corp., dated March 4, 2022 (incorporated by reference to the Exhibit 4.1 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on March 8, 2022). |
| 4.5 | | Form of Pre-funded Warrant (incorporated by reference to the Exhibit 4.1 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on October 30, 2023). |
| 4.6 | | Form of Warrant (incorporated by reference to the Exhibit 4.2 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on October 30, 2023). |
| Exhibit No. | Description | |
| 4.7 | | Form of Wainwright Warrant (incorporated by reference to the Exhibit 4.3 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on October 30, 2023). |
| 4.8 | | Form of May 2024 Pre-Funded Warrant (incorporated by reference to the Exhibit 4.1 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on May 2, 2024). |
| 4.9 | | Form of May 2024 Series A-1, A-2, and A-3 Warrant (incorporated by reference to the Exhibit 4.2 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on May 2, 2024). |
| 4.10 | | Form of May 2024 Placement Agent Warrant (incorporated by reference to the Exhibit 4.3 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on May 2, 2024). |
| 4.11 | | Form of June 2024 Pre-Funded Warrant (incorporated by reference to the Exhibit 4.1 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on June 24, 2024). |
| 4.12 | | Form of June 2024 Warrant (incorporated by reference to the Exhibit 4.2 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on June 24, 2024). |
| 4.13 | | Form of June 2024 Wainwright Warrant (incorporated by reference to the Exhibit 4.3 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on June 24, 2024). |
| 4.14 | | Form of Series B-1 Warrant (incorporated by reference to the Exhibit 4.1 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on October 25, 2024). |
| 4.15 | | Form of October 2024 Wainwright Warrant (incorporated by reference to the Exhibit 4.3 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on October 25, 2024). |
| 4.16 | | Form of Pre-Funded Warrant (incorporated by reference to the Exhibit 4.1 of the Registrant’s Current Report on Form 8-K (file No. 001-38191) filed with the SEC on February 11, 2025). |
| 4.17 | | Form of Series C-1 and C-2 Warrant (incorporated by reference to the Exhibit 4.2 of the Registrant’s Current Report on Form 8-K (file No. 001-38191) filed with the SEC on February 11, 2025). |
| 4.18 | | Form of Placement Agent Warrant (incorporated by reference to the Exhibit 4.3 of the Registrant’s Current Report on Form 8-K (file No. 001-38191) filed with the SEC on February 11, 2025). |
| 10.1 | Second Amended and Restated Founders Agreement between Fortress Biotech, Inc. and Mustang Bio, Inc., dated July 26, 2016 (incorporated by reference to the Exhibit 10.1 of the Registrant’s Form 10-12G (File No. 000-55668) filed with the SEC on July 28, 2016). | |
| 10.2 | Management Services Agreement between Fortress Biotech, Inc. and Mustang Bio, Inc., dated March 13, 2015 (incorporated by reference to the Exhibit 10.2 of the Registrant’s Form 10-12G (File No. 000-55668) filed with the SEC on July 28, 2016). | |
| 10.3 | Sponsored Research Agreement by and between Mustang Bio, Inc. and City of Hope, dated March 17, 2015 (incorporated by reference to the Exhibit 10.7 of the Registrant’s Form 10-12G (File No. 000-55668) filed with the SEC on July 28, 2016). | |
| 10.4 | Mustang Bio, Inc. Non-Employee Directors Compensation Plan (incorporated by reference to the Exhibit 10.9 of the Registrant’s Form 10-12G (File No. 000-55668) filed with the SEC on July 28, 2016). † | |
| 10.5 | Board Advisory Services Agreement by and between Mustang Bio, Inc. and Caribe BioAdvisors, LLC, dated January 1, 2017 (incorporated by reference to the Exhibit 10.11 of the Registrant’s Annual Report on Form 10-K (File No. 000-55668) filed with the SEC on March 31, 2017). † |
| Exhibit No. | Description | |
| 10.6 | Exclusive License Agreement (IV/ICV) by and between Mustang Bio, Inc. and City of Hope, dated February 17, 2017 (incorporated by reference to the Exhibit 10.5 of the Registrant’s Quarterly Report on Form 10-Q (File No. 000-55668) filed with the SEC on August 14, 2017). # | |
| 10.7 | Amended and Restated Exclusive License Agreement (IL13Ra2) by and between Mustang Bio, Inc. and City of Hope, dated February 17, 2017 (incorporated by reference to the Exhibit 10.15 of the Registrant’s Annual Report on Form 10-K (File No. 000-55668) filed with the SEC on March 31, 2017). # | |
| 10.8 | Amended and Restated Exclusive License Agreement (Spacer) by and between Mustang Bio, Inc. and City of Hope, dated February 17, 2017 (incorporated by reference to the Exhibit 10.16 of the Registrant’s Annual Report on Form 10-K (File No. 000-55668) filed with the SEC on March 31, 2017). # | |
| 10.9 | Employment Agreement between Manuel Litchman and Mustang Bio, Inc., effective as of April 24, 2017 (incorporated by reference to the Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (File No. 000-55668) filed with the SEC on April 24, 2017). † | |
| 10.10 | Mustang Bio, Inc. 2016 Incentive Plan, dated May 17, 2016 (incorporated by reference to Exhibit 10.8 to the Registrant’s Form 10-12G filed on July 28, 2016). † | |
| | | |
| 10.11 | | Amendment to Mustang Bio, Inc. 2016 Incentive Plan, filed with the Registrant’s Definitive Proxy Statement for the Annual Meeting of Stockholders on June 14, 2018, filed on April 30, 2018. † |
| 10.12 | | Second Amendment to the Mustang Bio, Inc. 2016 Equity Incentive Plan, dated June 17, 2021 (incorporated by reference to the Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on June 22, 2021). † |
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| 10.13 | | Third Amendment to Mustang Bio, Inc. 2016 Equity Incentive Plan, dated June 21,2022 (incorporated by reference to the 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). † |
| 10.14 | | Fourth Amendment to the Mustang Bio, Inc. 2016 Equity Incentive Plan, dated December 22, 2025 (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on December 23, 2025). † |
| 10.15 | | Form of Option Agreement (incorporated by reference to Exhibit 10.28 of the Registrant’s Annual Report on Form 10-K (File No. 001-38191) filed with the SEC on March 11, 2024). † |
| 10.16 | | Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.29 of the Registrant’s Annual Report on Form 10-K (File No. 001-38191) filed with the SEC on March 11, 2024). † |
| 10.17 | | Form of Director Stock Award Agreement (incorporated by reference to Exhibit 10.30 of the Registrant’s Annual Report on Form 10-K (File No. 001-38191) filed with the SEC on March 11, 2024). † |
| 10.18 | | Mustang Bio, Inc. 2019 Employee Stock Purchase Plan (incorporated by reference to the Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q (File No. 001-38191) filed with the SEC on August 9, 2019).† |
| 10.19 | | Amendment to the Mustang Bio, Inc. 2019 Employee Stock Purchase Plan, dated June 17, 2021 (incorporated by reference to the Exhibit 10.2 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on June 22, 2021). † |
| 10.20 | | Amendment No. 2 to the Mustang Bio, Inc. 2019 Employee Stock Purchase Plan, dated June 21, 2023 (incorporated by reference to the Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on June 21, 2023). † |
| Exhibit No. | Description | |
| 10.21 | | Amendment No. 3 to the Mustang Bio, Inc. 2019 Employee Stock Purchase Plan, dated December 22, 2025 (incorporated by reference to the Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on December 23, 2025). † |
| 10.22 | | Form of Securities Purchase Agreement, dated October 26, 2023, by and between the Company and the purchaser party thereto (incorporated by reference to the Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on October 30, 2023). |
| 10.23 | | Form of Securities Purchase Agreement, dated April 29, 2024, by and between the Company and the purchaser party thereto (incorporated by reference to the Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on May 2, 2024). |
| 10.24 | | Warrant Agreement Amendment, dated April 29, 2024, by and between the Company and the holder thereto (incorporated by reference to the Exhibit 10.2 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on May 2, 2024). |
| 10.25 | | Form of Securities Purchase Agreement, dated June 19, 2024, by and between the Company and the purchaser party thereto (incorporated by reference to the Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on June 24, 2024). |
| 10.26 | | Form of Securities Purchase Agreement, dated February 5, 2025 (incorporated by reference to the Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (file No. 001-38191) filed with the SEC on February 11, 2025). |
| 10.27 | | Asset Purchase Agreement, dated June 27, 2024, by and between the Company and uBriGene (Boston) Biosciences, Inc. (incorporated by reference to the Exhibit 1.1 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on July 3, 2024). |
| 10.28 | | Form of Investor Inducement Agreement (incorporated by reference to the Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on October 25, 2024). |
| 10.29 | | Form of Indemnification Agreement (incorporated by reference to the Exhibit 10.2 of the Registrant’s Current Report on Form 8-K (File No. 001-38191) filed with the SEC on October 25, 2024). |
| 19.1 | | Insider Trading Policy (incorporated by reference to Exhibit 19.1 of the Registrant’s Form 10-K (File No. 001-38191) filed with the SEC on March 28, 2025). |
| 23.1 | | Consent of Independent Registered Public Accounting Firm, KPMG, LLP, Boston, Massachusetts. ** |
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| 31.1 | Certification of Principal Executive and Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ** | |
| 32.1 | Certification of Principal Executive and Financial Officer, pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *** | |
| 97 | | Compensation Clawback Policy (incorporated by reference to Exhibit 97 of the Registrant’s Annual Report on Form 10-K (File No. 001-38191) filed with the SEC on March 11, 2024). |
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| 101 | The following financial information from Mustang Bio, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statement of Stockholders’ Equity, (iv) the Statements of Cash Flows, and (v) Notes to the Financial Statements (filed herewith). | |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101) |
Confidential treatment has been requested with respect to omitted portions of this exhibit.
† Indicates management contract or compensatory plan or arrangement.
** Filed herewith.
*** Furnished herewith.
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