MUSTANG BIO, INC. 8-K

What Happened

• Mustang Bio, Inc. held its 2025 Annual Meeting on December 22, 2025 and shareholders approved four proposals: election of seven directors, ratification of KPMG LLP as auditor, an amendment to the 2019 Employee Stock Purchase Plan (ESPP), and an amendment to the 2016 Incentive Plan (EIP).
• On December 17, 2025 Mustang and Fred Hutchinson Cancer Center executed a Termination and Release Agreement that terminates the CD20 License Agreement (under which Mustang developed its CD20 CAR‑T program). Mustang agreed to pay $730,000 to extinguish approximately $1.4 million in outstanding payables to Fred Hutch, and Fred Hutch agreed to pay Mustang at least 10% of consideration if it licenses the CD20 IP to a third party within three years.

Key Details

• Meeting & quorum: 2025 Annual Meeting held online Dec 22, 2025; record date Nov 18, 2025; ~58% of votes represented at the meeting.
• Director elections: All seven nominees elected (each received roughly 7.7 million “For” votes; individual for/withheld totals reported in the filing).
• Auditor ratification: KPMG LLP ratified as independent registered public accounting firm — 7,844,671 For; 9,814 Against; 12,945 Abstentions.
• Equity plan changes: ESPP amended to add 250,000 shares and increase per‑participant Purchase Right to 10,000 shares; EIP amended to add 2,500,000 shares. ESPP amendment vote: 7,815,313 For. EIP amendment vote: 7,664,161 For.
• CD20 license termination: Mustang pays $730,000 to extinguish ~ $1.4M payable; if Fred Hutch licenses the CD20 IP within three years, Mustang receives at least 10% of consideration (with obligation to negotiate if greater share possible).

Why It Matters

• The approved ESPP and EIP share increases create potential future dilution for existing shareholders because more shares may be issued under employee and incentive programs.
• Ratifying KPMG provides continuity in financial oversight for 2025 year-end reporting.
• Termination of the CD20 license removes Mustang’s licensed rights to the CD20 program (and eliminates the related payables) but preserves a limited contingent upside: Mustang may receive at least 10% of any consideration if Fred Hutch licenses the CD20 IP to a third party within three years. This is a cash outflow now ($730K) but reduces a prior liability (~$1.4M) and alters Mustang’s program portfolio.
• Investors should weigh the immediate cash payment and change in pipeline exposure against the potential future contingent receipts and the shareholder dilution implications of the plan amendments.