Note 1 - Organization and Description of Business

Mustang Bio, Inc. (the “Company” or “Mustang”) was incorporated in Delaware on March 13, 2015. Mustang is a clinical-stage biopharmaceutical company focused on translating today’s medical breakthroughs into potential cures for difficult-to-treat cancers and autoimmune diseases. The Company may acquire rights to these technologies by licensing the rights or otherwise acquiring an ownership interest in the technologies, funding their research and development and eventually either out-licensing or bringing the technologies to market.

The Company is a majority-controlled subsidiary of Fortress Biotech, Inc. (“Fortress” or “Parent”).

The Company’s common stock is listed on the Nasdaq Capital Market and trades under the symbol “MBIO.”

Reverse Stock Split

On January 15, 2025, the Company filed an amendment (the “Reverse Split Amendment”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the 1-for-50 reverse stock split of the Company's shares of common stock ("Reverse Stock Split"). As a result of the Reverse Stock Split, every 50 shares of common stock outstanding immediately prior to effectiveness of the Reverse Stock Split were combined and converted into one share of common stock without any change in the par value per share. The Reverse Stock Split became effective on January 15, 2025, and the common stock was quoted on the Nasdaq Stock Market on a post-split basis at the open of business on January 16, 2025. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would have otherwise been entitled to a fraction of one share of common stock as a result of the Reverse Stock Split instead received a proportional cash payment. 

All share and per share information has been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented, unless otherwise indicated.

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Liquidity and Capital Resources

The Company has incurred substantial operating losses and expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. To date, the Company has funded its operations primarily with the proceeds from equity securities. As of December 31, 2025, the Company had an accumulated deficit of $398.6 million and cash and cash equivalents of $17.3 million.

The Company has previously disclosed in its financial statements for the year ended December 31, 2024, and its most recent quarterly report on Form 10-Q for the period ended September 30, 2025, that substantial doubt existed regarding its ability to continue as a going concern. Although it has a history of negative cash flows from operations and operating losses, the Company has raised approximately $14.5 million in net proceeds from the February 2025 Equity Offering, the ATM Agreement and the July 2025 warrant exercises (see Note 8) during the year ended December 31, 2025. In addition to these net proceeds, the Company has been actively negotiating settlements of aged payables and has recognized approximately $2.1 million in savings during the year ended December 31, 2025, and it has significantly reduced its operating costs.

The Company expects to continue generating operating losses and negative operating cash flows as it develops its products through to potential approval, however, based on the improvement in its cash position for the year ended December 31, 2025, the Company believes it has sufficient cash and cash equivalents to fund its operations for at least twelve months from the date of this annual report on Form 10-K. Therefore, the Company has concluded that substantial doubt about its ability to continue as a going concern no longer exists.