Mustang Bio : Costs Associated with Exit/Disposal - Form 8-K

Item 2.05.Costs Associated with Exit or Disposal Activities.

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On April 10, 2024, the board of directors of Mustang Bio, Inc. ("Mustang") approved a reduction of its workforce by approximately 81% of its employee base in order to reduce costs and preserve capital due to the fundraising environment and continued uncertainty regarding the U.S. Committee on Foreign Investment in the United States ("CFIUS") review of the sale of the Company's leasehold interest in its cell processing facility located in Worcester, Massachusetts (the "Facility") and associated assets relating to the manufacturing and production of cell and gene therapies at the Facility (the "Transaction") to uBriGene (Boston) Biosciences, Inc., a Delaware corporation ("uBriGene") and an indirect, wholly owned subsidiary of UBriGene (Jiangsu) Biosciences Co., Ltd., a Chinese contract development and manufacturing organization.

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The workforce reduction will take place primarily in April 2024 and is expected to be substantially completed in the second quarter of 2024. As a result of these actions, Mustang expects to incur personnel-related restructuring charges of approximately $0.2 million in connection with one-time employee termination cash expenditures, which are expected to be incurred in the second quarter of 2024. Mustang may also incur other charges or cash expenditures not currently contemplated due to events that may occur as a result of, or associated with, the workforce reduction or retention efforts. The estimates of the Mustang costs expected to be incurred, and the timing thereof, are subject to various assumptions and actual costs may differ.

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The Company and its board of directors continue to evaluate all strategic and other alternatives related to the business.

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Forward-Looking Statements

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This Current Report on Form 8-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Such statements, which are often indicated by terms such as "anticipate," "believe," "could," "estimate," "expect," "goal," "intend," "look forward to," "may," "plan," "potential," "predict," "project," "should," "will," "would" and similar expressions. These forward-looking statements, include, but are not limited to, any statements relating to our workforce reduction and other alternatives, growth strategy and product development programs, including the timing of and our ability to make regulatory filings such as INDs and other applications and to obtain regulatory approvals for our product candidates, statements concerning the potential of therapies and product candidates and any other statements that are not historical facts. Actual events or results may differ materially from those described herein due to a number of risks and uncertainties. Risks and uncertainties include, among other things, risks related to the satisfaction of the conditions necessary to transfer the lease of Mustang's manufacturing facility and receive the contingent payment in connection with Mustang's sale of its manufacturing facility in the anticipated timeframe or at all; whether the purchaser of Mustang's manufacturing facility is able to successfully perform its obligation to produce Mustang's products under the manufacturing services agreement on a timely basis and to acceptable standards; disruption from the sale of Mustang's manufacturing facility making it more difficult to maintain business and operational relationships; negative effects of the announcement or the consummation of the transaction on the market price of Mustang's common stock; significant transaction costs; the development stage of Mustang's primary product candidates, our ability to obtain, perform under, and maintain financing and strategic agreements and relationships; risks relating to the results of research and development activities; risks relating to the timing of starting and completing clinical trials; uncertainties relating to preclinical and clinical testing; our dependence on third-party suppliers; our ability to attract, integrate and retain key personnel; the early stage of products under development; our need for substantial additional funds; government regulation; patent and intellectual property matters; competition; the ability to execute on strategic or other alternatives; as well as other risks described in Part I, Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and our other filings we make with the SEC. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by applicable law, and we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

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