MUSTANG BIO, INC._March 31, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-38191

MUSTANG BIO, INC.

(Exact name of registrant as specified in its charter)

Delaware		47-3828760
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

95 Sawyer Road, Suite 110

Waltham, MA 02453

(Address including zip code of principal executive offices)

(781) 652-4500

(Registrant’s telephone number, including area code)

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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Class of Common Stock		Outstanding Shares as of May 1, 2026
Class A Common Stock, $0.0001 par value		845,385
Common Stock, $0.0001 par value		6,732,120

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MUSTANG BIO, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION		5

Item 1.	Unaudited Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risks	20

Item 4.	Controls and Procedures	20

PART II. OTHER INFORMATION		20

Item 1.	Legal Proceedings	20

Item 1A	Risk Factors	21

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	58

Item 3.	Defaults Upon Senior Securities	58

Item 4.	Mine Safety Disclosures	58

Item 5.	Other Information	59

Item 6.	Exhibits	59

SIGNATURES		61

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SUMMARY OF RISK FACTORS

Our business is subject to risks of which you should be aware before making an investment decision. The risks described below are a summary of the principal risks associated with an investment in us and are not the only risks we face. You should carefully consider these risk factors, the risk factors described in Part II, Item 1A of this Quarterly Report on Form 10-Q (this “Form 10-Q”), and the other reports and documents that we have filed with the Securities and Exchange Commission.

Risks Related to our Finances and Capital Requirements

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We have incurred significant losses since our inception and anticipate that we will incur continued losses for the foreseeable future.

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We may in the future need to raise additional funding, which may not be available on acceptable terms to us, or at all. Failure to obtain necessary capital when needed may force us to delay, limit or terminate our potential product candidates.

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We have not generated any revenue from our development stage products, and we do not know when, or if, we will generate any revenue.

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Our short operating history makes it difficult to evaluate our business and prospects.

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Our success is contingent on raising additional capital, and our efforts to do so may fail. Even if successful, our future capital raising activities may dilute our current stockholders, restrict our operations, or cause us to relinquish proprietary rights.

Risks Pertaining to our Business Strategy, Structure and Organization

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Our future growth and success depend on our ability to successfully develop, and, if approved, commercialize our product candidates, which we have yet to do.

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Our future success is highly dependent on the successful development of our chimeric antigen receptor engineered T cell (“CAR T”) technology and oncolytic virus product candidates.

Risks Inherent in Drug Development and Commercialization

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Preclinical and clinical development are both highly speculative and carry high failure risk.

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We may not receive the required regulatory approvals for any of our product candidates on our projected timelines, if at all, which may result in increased costs and delay our ability to generate revenue.

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We may not obtain the desired labeling claims or intended uses for product promotion, or favorable scheduling classifications, to successfully promote our product candidates, if approved.

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If a product candidate demonstrates adverse events, we may need to abandon or limit the development of such product candidate.

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Even if a product candidate is approved, it may be subject to various post-marketing requirements, including studies or clinical trials, and increased regulatory scrutiny.

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Our competitors may develop treatments for our product candidates’ target indications, which could limit our product candidates’ commercial opportunity and profitability, if approved.

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If our product candidates, if approved, are not broadly accepted by the healthcare community, the revenues from any such product will likely be limited.

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Any successful products’ liability claims related to any of our current or future product candidates may cause us to incur substantial liability and limit the commercialization of any such product candidates, if approved.

Risks Related to Reliance on Third Parties

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We rely, and expect to continue to rely, on third parties to conduct our preclinical studies and clinical trials, and those third parties may not perform satisfactorily, including failing to meet deadlines for the completion of such trials or complying with applicable regulatory requirements.

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We contract with third parties for the manufacture of our product candidates for preclinical and clinical testing and may also do so for commercialization, if and when our product candidates are approved.

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We rely on clinical data and results obtained by third parties, which may prove inaccurate or unreliable.

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We may need to license certain intellectual property from third parties, and such licenses may not be available or may not be available on commercially reasonable terms.

Risks Relating to Legislation and Regulation Affecting the Biopharmaceutical and Other Industries

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We operate in a heavily regulated industry, and we cannot predict the impact that any future legislation or administrative or executive action may have on our operations.

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We may be subject to anti-kickback, fraud and abuse, false claims, transparency, health information privacy and security and other healthcare laws and regulations, which could expose us to criminal sanctions, civil penalties, contractual damages, reputational harm, administrative burdens and diminished profits and future earnings.

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We are subject to numerous environmental, health and safety laws and regulations and could become subject to fines or penalties or incur costs that could harm our business.

Risks Pertaining to Intellectual Property and Potential Disputes with Licensors Thereof

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If we are unable to obtain and maintain sufficient patent protection for our technology and products, our competitors could develop and commercialize products similar or identical to ours and our ability to successfully commercialize our technology and products could therefore be impaired.

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We depend on our licensors to maintain and enforce the intellectual property rights covering certain of our product candidates.

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We or our licensors may be subject to costly and time-consuming litigation for infringement of third-party intellectual property rights or to enforce our or our licensors’ intellectual property rights against third-party infringers.

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Any dispute with our licensors may affect our ability to develop or commercialize our product candidates.

Risks Relating to Our Control by Fortress Biotech, Inc. (“Fortress”)

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Fortress controls a voting majority of our common stock and has the right to receive significant share grants annually, which will result in dilution of our other stockholders and could reduce the value of our common stock.

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We have entered into certain agreements with Fortress and may have received better terms from unaffiliated third parties.

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We share certain directors with Fortress, which could create conflicts of interest between us and Fortress.

General Risks and Risks Associated with Ownership of Our Common Stock

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We may become involved in securities class action litigation that could divert management’s attention and harm our business.

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The market price for our common stock has been volatile and may continue to fluctuate or may decline significantly in the future.

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The occurrence of a catastrophic disaster could damage our facilities beyond insurance limits, or we could lose key data which could cause us to curtail or cease operations.

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We rely on information technology, and any internet or internal computer system failures, inadequacies, interruptions or compromises of our systems or the security of confidential information could damage our reputation and harm our business.

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Our employees, consultants, or third-party partners may engage in misconduct or other improper activities, including but not necessarily limited to noncompliance with regulatory standards and requirements or internal procedures, policies or agreements to which such employees, consultants and partners are subject, any of which could have a material adverse effect on our business.

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We may not be able to manage our business effectively if we are unable to attract and retain key personnel.

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Our growth is subject to economic and geopolitical conditions.

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Our business could be adversely affected by the effects of health pandemics or epidemics, which could cause significant disruptions in our operations.

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Our business and operations would suffer in the event of computer system failures, cyber-attacks, or deficiencies in our or third parties’ cybersecurity.

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We are currently not in compliance with certain continued listing rules of The Nasdaq Stock Market LLC (“Nasdaq”), and if we are unable to meet the continued listing requirements and/or regain compliance with such rules, our common stock may be subject to delisting from the Nasdaq Capital Market. The delisting of our securities from Nasdaq may decrease the market liquidity and market price of our common stock.

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PART I. FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

MUSTANG BIO, INC.

Balance Sheets (Unaudited)

(in thousands, except share and per share amounts)


		March 31,			December 31,
		2026			2025

ASSETS
Current Assets:
Cash and cash equivalents		$	16,258		$	17,266
Other receivables			217			217
Prepaid expenses and other current assets			107			110
Total Assets		$	16,582		$	17,593

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued expenses		$	5,315		$	5,411
Payables and accrued expenses - related party			2,521			2,503
Total current liabilities			7,836			7,914

Deferred income			150			150
Total Liabilities			7,986			8,064

Commitments and Contingencies (Note 8)

Stockholders’ Equity
Preferred stock ($0.0001 par value), 2,000,000 shares authorized, 250,000 shares of Class A preferred stock issued and outstanding as of March 31, 2026 and December 31, 2025, respectively			—			—
Common stock ($0.0001 par value), 200,000,000 shares authorized as of March 31, 2026 and December 31, 2025, respectively
Class A common shares, 845,385 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively			—			—
Common shares, 6,732,092, and 6,453,701 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively			1			1
Common stock issuable, zero and 278,385 shares as of March 31, 2026 and December 31, 2025, respectively			—			273
Additional paid-in capital			408,194			407,899
Accumulated deficit			(399,599)			(398,644)
Total Stockholders’ Equity			8,596			9,529
Total Liabilities and Stockholders’ Equity		$	16,582		$	17,593

The accompanying notes are an integral part of these unaudited financial statements.

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MUSTANG BIO, INC.

Statements of Operations (Unaudited)

(in thousands, except share and per share amounts)


	For the three months ended March 31,
	2026		2025

SEC Form 10-Q filed by Mustang Bio Inc.