UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
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(Address of Principal Executive Offices)
(
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 11, 2020, 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, Section A thereof in order to effect an increase in the authorized number of shares of Mustang’s common stock, par value $0.0001, from 85,000,000 to 125,000,000 (the “Amendment”). On November 11, 2020, 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 November 13, 2020 (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 December 4, 2020.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
The following exhibit is filed herewith:
| Exhibit Number |
Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Mustang Bio, Inc., dated December 4, 2020. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
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.
| Date: December 4, 2020 | Mustang Bio, Inc. | ||
| (Registrant) | |||
| By: | /s/ Manuel Litchman, M.D. | ||
| Manuel Litchman, M.D. | |||
| President and Chief Executive Officer | |||