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): February 1921, 2025

Mustang Bio, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-38191		47-3828760
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

95 Sawyer Road~~, Suite 110~~

Waltham, MAMassachusetts 02453

(Address of Principal Executive Offices)

(781) 652-4500

(Registrant’s telephone number, including area code)

377 Plantation Street

Worcester, Massachusetts 01605

(Former address, if changed since last report)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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

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). ¨

Emerging growth company  ¨

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. ¨

Item 52.0701. ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders.~~Assets

~~Effective~~As ~~February 19~~previously disclosed, ~~2025,~~as ~~the holders~~ of aFebruary ~~majority~~10, of2025, ~~the voting power of the capital stock of~~ Mustang Bio, Inc. (the “Company”) ~~executed~~entered into a ~~written~~Bill ~~consent~~of Sale and Surrender Agreement ~~authorizing~~(the “Sale/Surrender Agreement”), ~~for~~effective ~~purposes~~as of ~~complying~~January ~~with~~31, ~~Nasdaq~~2025 ~~Listing~~(the ~~Rule~~“Effective ~~5635(d~~Date”), ~~the~~with ~~issuance~~AbbVie ofBioresearch Center upInc., toa anDelaware ~~aggregate~~corporation of(“AbbVie”). ~~5,475,082~~The ~~shares~~Company ofwas the ~~Company’s~~ ~~common~~tenant ~~stock~~in ~~underlining~~the ~~certain~~leased ~~outstanding~~premises ~~warrants~~located ~~issued~~at by377 ~~the~~Plantation Street, ~~Company~~Worcester, ~~pursuant~~Massachusetts to (Athe “Premises”) ~~that~~under ~~certain~~a ~~engagement~~Lease ~~letter~~Agreement, dated as of October 2327, ~~2024~~2017 (the “~~Engagement Letter~~Lease”), with ~~H.C.~~WCS ~~Wainwright~~- &377 CoPlantation Street, Inc., ~~LLC~~a Massachusetts nonprofit corporation (the “~~Placement Agent~~Landlord”) ~~and~~. ~~(B)~~In ~~that~~connection ~~certain~~with ~~Securities~~the ~~Purchase~~entrance into the Sale/Surrender Agreement, ~~dated~~the asCompany ofalso entered into an Escrow Agreement, dated February 510, 2025 (the “~~Purchase~~Escrow Agreement”), ~~by and among~~ ~~the~~with ~~Company~~Bowditch ~~and~~& ~~certain~~Dewey, ~~accredited~~LLP, ~~investors~~as ~~signatory~~escrow ~~thereto~~agent (the “~~Investors~~Escrow Agent”), inpursuant ~~an amount equal~~ to orwhich ~~in excess of 20% of~~ the ~~number~~Escrow ofAgent ~~shares~~will ofdisburse ~~common~~the Purchase ~~stock~~Price ~~outstanding~~(defined ~~immediately~~herein) ~~prior~~pursuant to the ~~issuance~~terms of ~~such warrants (collectively,~~ the ~~“Warrant Share~~Escrow ~~Issuance”)~~Agreement.

~~The written consent was signed~~Pursuant byto the ~~holders~~terms of ~~131,052~~the ~~shares~~Sale/Surrender ofAgreement, ~~the~~AbbVie ~~Company’s~~agreed ~~issued~~to ~~and~~purchase ~~outstanding~~from ~~common~~the ~~stock~~Company, and ~~250,000 shares of~~ the Company~~’s issued~~ ~~and~~agreed ~~outstanding~~to ~~Class A~~sell ~~Preferred~~and ~~Stock.~~convey ~~Each~~to AbbVie, ~~share~~certain offurniture, ~~common~~fixtures ~~stock~~ and ~~Class A~~equipment ~~Common~~(“FF&E”) ~~Stock~~located ~~entitles~~in the ~~holder~~Premises ~~thereof to one vote on all matters submitted to stockholders~~ and ~~each~~other ~~share~~items ofas ~~Class~~set Aforth ~~Preferred~~in ~~Stock~~the Sale/Surrender ~~has~~Agreement ~~the~~for ~~voting~~a ~~power~~purchase price of $1.10 ~~times~~million (A) the ~~number~~ of“Purchase ~~outstanding shares of common stock plus (B~~Price”). ~~the~~AbbVie ~~whole~~also ~~shares~~agreed ofto ~~common~~lease ~~stock into which~~ the ~~outstanding shares of Class A~~Premises ~~Common~~from ~~Stock~~the ~~and~~Landlord ~~Class A~~following ~~Preferred Stock are convertible, divided by~~ the ~~number~~termination of ~~outstanding shares of Class A Preferred Stock, or approximately 8.4 votes per share as of February 19, 2025. Accordingly,~~ the ~~holders~~Lease ofpursuant ~~approximately~~to ~~56%~~a ofFirst ~~the~~Amendment ~~voting~~to ~~power~~Lease ofAgreement (the “Amendment”), ~~Company’s~~dated ~~capital stock~~ as of February 197, 2025 ~~signed the written consent approving the Warrant Share Issuance~~.

~~Pursuant~~The closing toof ~~rules~~the ~~adopted~~transactions bydescribed ~~the Securities~~above ~~and~~occurred ~~Exchange~~on ~~Commission~~February ~~under~~21, 2025 (the ~~Securities~~“Closing”), ~~Exchange~~with ~~Act~~AbbVie’s issuance of an ~~1934,~~Acceptance Notice (as ~~amended,~~defined ain ~~definitive~~the ~~information~~Sale/Surrender ~~statement~~Agreement) onto ~~Schedule~~the Company stating that a Sufficient ~~14C~~Percentage ~~will~~(as bedefined ~~filed~~in ~~with~~the Sale/Surrender Agreement) of the ~~Securities~~FF&E ~~and~~items ~~Exchange~~listed ~~Commission~~in the Sale/Surrender Agreement are present in the Premises and ~~sent~~functional for their intended purpose without the need for repair or ~~provided~~replacement. On February 25, 2025, as a result of the issuance of the Acceptance Notice, pursuant to the ~~stockholders~~terms of the Escrow Agreement, the Escrow Agent released the Purchase Price to the Company.

~~SIGNATURES~~There is no material relationship, other than in respect of the transaction, between AbbVie and the Company or any of its affiliates, or any director or officer of the Company, or any associate of such director or officer.

~~Pursuant~~The toforegoing description of the ~~requirements~~Sale/Surrender of Agreement and the ~~Securities~~Amendment ~~Exchange~~does ~~Act~~not ofpurport ~~1934~~to be complete and is subject to, asand ~~amended~~qualified in its entirety by, the ~~registrant~~full ~~has~~text ~~duly~~of ~~caused~~Sale/Surrender ~~this~~Agreement ~~report~~and tothe beAmendment, ~~signed~~copies onof ~~its~~which ~~behalf~~are byfiled ~~the~~as ~~undersigned~~Exhibits 2.1 and 10.1, respectively, ~~hereunto~~to ~~duly~~this ~~authorized~~Current Report on Form 8-K.

	Mustang Bio, Inc.
	(Registrant)
Date: February 21, 2025
	By:	/s/ Manuel Litchman, M.D.
	Name:	Manuel Litchman, M.D.
	Title:	President, Chief Executive Officer and
		Interim Chief Financial Officer

Item 8.01 Other Events.

On February 27, 2025, the Company issued a press release announcing the Closing. A copy of the press release is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1		Bill of Sale and Surrender Agreement, dated January 31, 2025, by and between Mustang Bio, Inc. and AbbVie Bioresearch Center Inc.
10.1		First Amendment to Lease Agreement, dated February 7, 2025, by and between Mustang Bio, Inc. and WCS - 377 Plantation Street, Inc.
99.1		Press Release, dated February 27, 2025
104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Mustang Bio, Inc.
	(Registrant)
Date: February 27, 2025
	By:	/s/ Manuel Litchman, M.D.
	Name:	Manuel Litchman, M.D.
	Title:	President, Chief Executive Officer and
		Interim Chief Financial Officer

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