4 unchanged sentences
Under the supervision and with the participation of our management, including our principal executive and financial officer, we conducted an evaluation of the effectiveness, as of December 31, 2025, of the design and operation of our disclosure controls and procedures, as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e).
−Removed: Based on this evaluation, our principal executive and financial officer concluded that, as of such date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
+Added: Based on this evaluation, our principal executive and financial officer concluded that, as of such date, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Internal Control over Financial Reporting
1 unchanged sentence
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).
−Removed: Internal control over financial reporting refers to the process designed by, or under the supervision of, our principal executive and financial officer, and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:
+Added: Internal control over financial reporting refers to the process designed by, or under the supervision of, our principal executive and financial officer, and effected by our Board, management and other personnel, to provide
+Added: reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
28 unchanged sentences
- President, Chief Executive Officer, Interim Chief Financial Officer and Director
−Removed: Litchman has served as our President and Chief Executive Officer, and as a member of our Board since April 2017.
−Removed: He also became Interim Chief Financial Officer in November 2024.
+Added: Litchman has served as our President and Chief Executive Officer, and as a member of our Board since April 2017 and as Interim Chief Financial Officer since November 2024.
+Added: Litchman has also served on the board of Cascade Prodrug, LLC, a private biotechnology company, since August 2025.
Litchman joined us from Arvinas, LLC, where he served as President and Chief Executive Officer.
19 unchanged sentences
He previously served as our interim President & Chief Executive Officer from March 2015 to April 2017.
−Removed: He is also a board member and the Executive Vice Chairman, Strategic Development of Fortress Biotech, Inc., a position he has held since February 2014, and the Chairman of the Board of Directors of Checkpoint Therapeutics, Inc., where he previously served as interim President & Chief Executive Officer from March 2015 to December 2016.
−Removed: Weiss was also a board member of Avenue Therapeutics, Inc.
−Removed: from March 2015 to February 2018 and the Chairman of the Board of National Holdings Corporation from September 2016 to June 2018.
+Added: He is also a board member and the Executive Vice Chairman, Strategic Development of Fortress Biotech, Inc., a position he has held since February 2014.
Since December 2011, Mr.
−Removed: Weiss has served in multiple capacities at TG Therapeutics, Inc., and is currently its Executive Chairman, Chief Executive Officer and President.
+Added: Weiss has served in multiple capacities at TG Therapeutics, Inc., and is currently its Chairman, President and Chief Executive Officer.
Weiss earned his J.D.
2 unchanged sentences
He began his professional career as a lawyer with Cravath, Swaine & Moore LLP.
−Removed: Weiss founded Access Oncology, which was later acquired by Keryx Biopharmaceuticals in 2004.
−Removed: Following the merger, Mr.
−Removed: Weiss remained as Chief Executive Officer of Keryx.
+Added: From 2002 to 2009, Mr.
+Added: Weiss was the Chairman and Chief Executive Officer of Keryx Biopharmaceuticals, Inc.
+Added: Additionally, Mr.
+Added: Weiss co-founded and served as Co-Portfolio Manager and Managing Partner of Opus Point Partners, LLC from 2009 to 2019.
Weiss’s biotechnology and pharmaceutical industry experience, as well as his extensive management experience, we believe that Mr.
−Removed: Weiss has the appropriate set of skills to serve as a member of the Board in light of our business and structure.
−Removed: Effective January 1, 2017, our Board of Directors approved and authorized the execution of a Board Advisory Agreement with Caribe BioAdvisors, LLC (the “Advisor”), which is owned by Michael S.
+Added: Weiss has the appropriate set of skills to serve as a member of the Board.
+Added: Effective January 1, 2017, our Board approved and authorized the execution of a Board Advisory Agreement with Caribe BioAdvisors, LLC (the “Advisor”), which is owned by Michael S.
Weiss, to provide the Board with the advisory services of Mr.
−Removed: Weiss as Chairman of the Board and Executive Chairman.
+Added: Weiss as Chairman of the
+Added: Board and Executive Chairman.
Pursuant to the Advisory Agreement, the Advisor is paid an annual cash fee of $60,000, in addition to any and all annual equity incentive grants paid to members of the Board.
20 unchanged sentences
He has also served as the President of its affiliate, Riverside Claims LLC, since June 2004.
−Removed: Herskowitz serves as a member of the board of directors for two of our affiliates, Checkpoint Therapeutics, Inc.
−Removed: and Avenue Therapeutics, Inc.
+Added: Herskowitz serves as a member of the board of directors for our affiliate, Avenue Therapeutics, Inc.
Herskowitz received a B.B.A.
4 unchanged sentences
David Jin – Director
−Removed: Jin has served as a member of our board of directors since October 2024.
−Removed: Jin has served as the Chief Financial Officer since August 2022 and Head of Corporate Development since May 2020 of Fortress.
−Removed: He also serves as Interim Chief Operating Officer, Chief Financial Officer and Corporate Secretary of Avenue Therapeutics, Inc.
−Removed: (a Fortress partner company).
+Added: Jin has served as a member of our Board since October 2024.
+Added: Jin has served as the Chief Financial Officer of Fortress since August 2022 and Head of Corporate Development since May 2020.
+Added: He also serves as Chief Operating Officer, Interim Chief Financial Officer and Corporate Secretary of Avenue Therapeutics, Inc.
+Added: (a Fortress partner company) and as a member of the board of directors of Crystalys Therapeutics.
Since August 2022, Mr.
Jin has served as Treasurer of Fortress’ private subsidiaries, including Cyprium Therapeutics, Urica Therapeutics, Helocyte, and Cellvation.
−Removed: From March 2022 to August 2022, he served as Interim Chief Executive Officer at Avenue Therapeutics Inc.
−Removed: Prior to joining Fortress, Mr.
−Removed: Jin was a member of the Private Equity group at Barings focused on control equity and asset-based investments in pharma and biotech.
−Removed: Prior to that, he was Director of Corporate Development at Sorrento Therapeutics, and Vice President of Healthcare Investment Banking at FBR & Co.
−Removed: Jin began his career in management consulting at IMS Health (now IQVIA).
−Removed: Jin has a Bachelor of Science degree in Industrial Engineering & Management Sciences with a double-major in Mathematical Methods in the Social Sciences from Northwestern University.
+Added: From March 2022 to August 2022, he served as Interim Chief Executive Officer at Avenue Therapeutics.
+Added: Previously, he was on the investment team in the Private Equity & Real Assets group at Barings, Director of Corporate Development at Sorrento Therapeutics, Vice President of Healthcare Investment Banking at FBR & Co., and was in the management consulting group at IMS Health (now IQVIA).
+Added: He holds a B.S.
+Added: in Industrial Engineering & Management Sciences with a double-major in Mathematical Methods in the Social Sciences from Northwestern University.
Jin’s financial experience and knowledge of the biotechnology industry, we believe that Mr.
−Removed: Jin has the appropriate set of skills to serve as a member of the board of directors.
+Added: Jin has the appropriate set of skills to serve as a member of the Board.
Rosenwald, M.D.
2 unchanged sentences
since October 2009 and has served as its Chairman, President and Chief Executive Officer since December 2013.
−Removed: From November 2014 to August 2015, Dr.
−Removed: Rosenwald served as Interim President and CEO of Checkpoint Therapeutics, Inc.
−Removed: and remains on that company’s board of directors.
He also serves on the board of directors of Avenue Therapeutics, Inc.
11 unchanged sentences
Zelefsky has served as a Member at NYU Langone since 2023 and before that was a Member at the Memorial Sloan-Kettering Cancer Center Department of Radiation Oncology since 2005.
−Removed: He has served as
−Removed: Chief of Memorial Sloan-Kettering’s Brachytherapy Services since 2000 and has been a Professor of Radiation Oncology at Weill Cornell Medical College, Cornell University since 1994.
+Added: He has served as Chief of Memorial Sloan-Kettering’s Brachytherapy Services since 2000 and has been a Professor of Radiation Oncology at Weill Cornell Medical College, Cornell University since 1994.
He is a recognized expert in radiation therapy and has helped develop and enhance Memorial Sloan-Kettering’s prostate brachytherapy program during his tenure.
Zelefsky received a Bachelor of Arts in Biology (summa cum laude) from Yeshiva University in 1982 and a Medical Doctor degree from Albert Einstein College of Medicine in 1986.
−Removed: Zelefsky is currently Editor-in-Chief of Brachytherapy and has previously served as president of the American Brachytherapy Society.
+Added: Zelefsky is currently
+Added: Editor-in-Chief of Brachytherapy and has previously served as president of the American Brachytherapy Society.
Zelefsky’s extensive experience and background in oncology, we believe that Dr.
7 unchanged sentences
The Board has determined that having a director who is also the Chief Executive Officer serve as the Chairman is not in the best interest of the Company’s stockholders at this time.
−Removed: During 2024, our Board held twenty-one meetings.
+Added: During 2025, our Board held six meetings.
During 2025, each director attended at least 75% of the meetings of the Board and the meetings of those committees on which each director served, in each case during the period that such person was a director.
6 unchanged sentences
The purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent.
−Removed: Based on this review, our Board determined that Adam Chill, Neil Herskowitz, and Michael Zelefsky, M.D.
−Removed: are independent under the criteria established by Nasdaq and our Board.
+Added: Based on this review, our Board determined that Adam Chill, Neil Herskowitz, and Michael Zelefsky, M.D., are independent under the criteria established by Nasdaq and our Board.
Fortress Biotech, Inc.
13 unchanged sentences
A copy of the Charter of the Audit Committee is available on our website, located at ir.mustangbio.com.
−Removed: Among other things, the duties and responsibilities of the Audit Committee include reviewing and monitoring our financial statements and internal accounting procedures, the selection of,
−Removed: consultation with and review of the services provided by our independent registered public accounting and identifying and assessing any related party transactions in collaboration with counsel, accountants and management.
+Added: Among other things, the duties and responsibilities of the Audit Committee include reviewing and monitoring our financial statements and internal accounting procedures, the selection of, consultation with and review of the services provided by our independent registered public accounting and identifying and assessing any related party transactions in collaboration with counsel, accountants and management.
Our Audit Committee has sole discretion over the retention, compensation, evaluation and oversight of our independent registered public accounting firm.
41 unchanged sentences
Other members of the Board also have an opportunity to interview qualified candidates.
−Removed: The directors then determine, based on the background information and the information obtained in the interviews, whether to recommend to the Board that the candidate be nominated for approval by the stockholders to fill a directorship.
+Added: The directors then determine, based on the background information and the information obtained in the interviews, whether to
+Added: recommend to the Board that the candidate be nominated for approval by the stockholders to fill a directorship.
With respect to an incumbent director whom the directors are considering as a potential nominee for re-election, the directors review and consider the incumbent director’s service during his or her term, including the number of meetings attended, level of participation, and overall contribution to the Board.
22 unchanged sentences
Section 16 of the Exchange Act requires our directors, certain officers, and beneficial owners of more than ten percent of our common stock to file reports with the SEC indicating their holdings of and transactions in our equity securities, and to provide copies of such reports to us.
−Removed: Based solely on a review of our records, publicly available information, and written representations by the persons required to file such reports, we believe that during the fiscal year ended December 31, 2024, the following Section 16(a) filings were untimely due to administrative error:
−Removed: one Form 4 for Dr.
−Removed: Litchman (covering a total of two transactions).
+Added: Based solely on a review of our records, publicly available information, and written representations by the persons required to file such reports, we believe that during the fiscal year ended December 31, 2025, there were no delinquent Section 16(a) filings.
Executive Compensation
2 unchanged sentences
● Manuel Litchman, M.D., our President, Chief Executive Officer, and Interim Chief Financial Officer.
−Removed: ● James Murphy, our former Interim Chief Financial Officer.
The following table sets forth information concerning compensation paid by us to our NEOs for their services rendered to us in all capacities during the years ended December 31, 2025, and 2024.
5 unchanged sentences
President, Chief Executive Officer, and Interim Chief Financial Officer
−Removed: Former Interim Chief Financial Officer
____________________
1 unchanged sentence
The assumptions used in calculating these amounts are incorporated by reference to Note 8 to the financial statements included in this Form 10-K .
−Removed: In 2024, the Compensation Committee decided to not pay 2023 and 2024 annual cash incentive bonuses .
+Added: No Stock Awards were granted in 2025 and 2024.
+Added: In 2025 and 2024, the Compensation Committee decided to not pay annual cash incentive bonuses .
See the “Annual Cash Incentive Bonus” section below for additional details.
1 unchanged sentence
Litchman is comprised of Company matching 401(k) contributions.
−Removed: (3) Effective January 19, 2024, Mr.
−Removed: Murphy was appointed as our Interim Chief Financial Officer, although he remained a consultant employed by Danforth Advisors, LLC (“Danforth”) and was contracted to work for us on a part time basis, as described under “Narrative to Summary Compensation Table” below.
−Removed: The amount shown represents fees payable to Danforth in connection with the Chief Financial Officer services provided by Mr.
−Removed: Murphy based on a negotiated hourly rate.
−Removed: On November 12, 2024, Mr.
−Removed: Murphy resigned as our Interim Chief Financial Officer.
−Removed: Murphy’s resignation was not a result of any disagreement on any matter relating to our operations, policies or practices.
Narrative to Summary Compensation Table
4 unchanged sentences
Litchman’s annual base salary to $485,500 effective as of April 1, 2023.
+Added: There were no increases to Dr.
+Added: Litchman’s annual base salary in 2025 and 2024.
The employment agreement further provides eligibility for an incentive bonus linked to the realization of certain corporate milestones to be established annually by the Board or the Compensation Committee.
16 unchanged sentences
In the event Dr.
−Removed: Litchman’s employment is terminated due to his death or disability,
−Removed: he or his estate will receive continuing salary payments for ninety days and a pro-rata share of the annual incentive bonus for the year in which the termination occurred, to be paid when and if such bonus would have been paid under the employment agreement.
+Added: Litchman’s employment is terminated due to his death or disability, he or his estate will receive continuing salary payments for ninety days and a pro-rata share of the annual incentive bonus for the year in which the termination occurred, to be paid when and if such bonus would have been paid under the employment agreement.
In each case, the severance benefits are conditioned upon Dr.
Litchman’s execution and non-revocation of a release of claims against us and compliance with certain non-solicitation and non-competition covenants during his employment and for a period of six months thereafter.
−Removed: Also, the severance benefits are subject to reduction to avoid the imposition of excise taxes under Sections 280G and 4999 of the Code, provided that such reduction would result in a better after-tax result for Dr.
−Removed: Murphy provided consulting services to us pursuant to a consulting agreement between us and Danforth Advisors, LLC and received no compensation directly from us.
+Added: Also, the severance benefits are subject to reduction to avoid the imposition of excise taxes under Sections 280G and 4999 of the Code, if such reduction would result in a better after-tax result for Dr.
Annual Cash Incentive Bonus
1 unchanged sentence
Litchman’s annual cash incentive bonus is based upon our performance against pre-established corporate goals and objectives, which included a combination of clinical and nonclinical goals related to our products as well as other corporate development goals, and his individual performance based upon subjective performance reviews.
−Removed: In 2024, the Compensation Committee decided not to pay 2023 and 2024 annual cash incentive bonuses to preserve our limited cash resources.
+Added: In 2025, the Compensation Committee decided not to pay the 2025 annual cash incentive bonus to preserve our cash resources.
Equity Awards
9 unchanged sentences
Market value is based on $0.981 per share, the closing price of our common stock on the Nasdaq Capital Market on December 31, 2025, the last trading day of the fiscal year .
−Removed: The option vests as follows:
−Removed: (i) one half of the option will vest over time, with 25% of such shares vesting after twelve months of employment, and the remaining shares vesting in twelve equal quarterly installments thereafter, subject to Dr.
−Removed: Litchman’s “continuous service” (as defined in the 2016 Plan) to the Company on each vesting date;
−Removed: (ii) the remaining one half of the option will vest and become exercisable upon the occurrence of the following milestones being achieved, in each case subject to Dr.
+Added: The unvested portion of the option will vest and become exercisable upon the occurrence of the following milestones being achieved, in each case subject to Dr.
Litchman’s continuous service to the Company on the date of such occurrences:
−Removed: (A) 25% of such shares will vest upon the dosing of the first patient in the first Phase 2 clinical trial of any Company product candidate;
−Removed: (B) 25% of such shares will vest upon the dosing of the first patient in the first Phase 2 clinical trial of a second Company product candidate;
−Removed: (C) 25% of such shares will vest upon our achievement of a fully-diluted market capitalization of $500,000,000;
−Removed: and (D) 25% of such shares will vest upon our achievement of a fully-diluted market capitalization of $1 billion .
−Removed: Notwithstanding the foregoing, in the event that a Phase 2 clinical trial for either of the Company product candidates referenced in subsections (i) or (ii) of this paragraph is bypassed, the corresponding percentage of the Performance Option grant that would have otherwise vested pursuant to subsections (i) or (ii) of this paragraph will vest upon the earlier of (x) the dosing of the first patient in the first Phase 3 clinical trial for that Company product candidate, or (y) the filing of a Biologics License Application or New Drug Application with the U.S.
+Added: (A) 25% of such shares will vest upon the dosing of the first patient in the first Phase 2 clinical trial of a second Company product candidate;
+Added: (B) 25% of such shares will vest upon our achievement of a fully-diluted market capitalization of $500,000,000;
+Added: and (C) 25% of such shares will vest upon our achievement of a fully-diluted market capitalization of $1 billion .
+Added: Notwithstanding the foregoing, in the event that a Phase 2 clinical trial for the Company product candidates referenced in subsection (A) of this paragraph is bypassed, the corresponding percentage of the Performance Option grant that would have otherwise vested pursuant to subsection (A) of this paragraph will vest upon the earlier of (x) the dosing of the first patient in the first Phase 3 clinical trial for that Company product candidate, or (y) the filing of a Biologics License Application or New Drug Application with the U.S.
Food and Drug Administration, or alternatively the filing of an equivalent regulatory filing with a foreign regulatory agency, with respect to that Company product candidate.
−Removed: (3) Subject to Dr.
−Removed: Litchman’s continuous service, the restricted stock units vest as follows:
+Added: (3) These restricted stock units vest as follows:
(i) 46 shares will vest on April 24, 2026;
−Removed: (ii) 46 shares will vest on April 24, 2026;
−Removed: and (iii) 25 shares will vest on April 24, 2027.
+Added: and (ii) 25 shares will vest on April 24, 2027, subject in each case to Dr.
+Added: Litchman’s continuous service to the Company through that date.
Clawback Policy
9 unchanged sentences
Directors who are also employees are not compensated separately for serving on the Board or any of its committees.
−Removed: Each of our non-employee directors is eligible to receive cash and equity compensation for his or her services.
−Removed: The Compensation Committee periodically conducts reviews of peer company director compensation practices, including before considering changes to our director compensation program and amounts.
For 2025, our only employee director was Dr.
Litchman, and he is therefore not included in the Director Compensation Table below.
+Added: Each of our non-employee directors is eligible to receive cash and equity compensation for his or her services.
+Added: The Compensation Committee periodically conducts reviews of peer company director compensation practices, including before considering changes to our director compensation program and amounts.
Director Compensation Program
11 unchanged sentences
The greater of (i) a number of shares of restricted stock having a fair market value on the grant date of $50,000, or (ii) 10,000 shares of restricted stock, which shares shall vest and become non-forfeitable on the third (3 rd ) anniversary of the grant date, subject to the director’s continued service on the Board on such date.
−Removed: However, in 2024 the Board decided not to grant director equity awards due to timing of the annual shareholders meeting and the number of shares available for issuance under the 2016 Plan.
+Added: However, in 2025 the Board decided not to grant director equity awards due to timing of the annual shareholders meeting.
In addition, each non-employee director receives reimbursement for reasonable travel expenses incurred in attending meetings of our Board and meetings of committees of our Board.
3 unchanged sentences
Neil Herskowitz
−Removed: David Jin (4)
Rosenwald, M.D.
10 unchanged sentences
Weiss as Chairman of the Board and Executive Chairman in addition to any and all annual equity incentive grants paid to members of the Board.
−Removed: Jin was appointed to our Board on October 23, 2024.
−Removed: The amounts shown represent a prorated amounts of fees earned by Mr.
−Removed: Jin under our director compensation program.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
14 unchanged sentences
warrants and rights
+Added: and rights (1)
Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders
+Added: (1) The calculation of the weighted-average exercise price of outstanding options, warrants and rights in this column does not include outstanding restricted stock units, as they do not have an exercise price.
Our equity compensation plans consist of the 2016 Plan, and the Mustang Bio, Inc.
23 unchanged sentences
Fortress Biotech, Inc (4)
−Removed: Intracoastal Capital, LLC (5)
_________________
10 unchanged sentences
Rosenwald, and excludes 250,000 of Class A Preferred Stock, which are convertible into 333 shares of Common Stock.
−Removed: Based solely on information included in a Schedule 13G filed with the SEC on February 11, 2025.
−Removed: The address of Intracoastal Capital, LLC is 245 Palm Trail, Delray Beach, Florida 33483.
The following table shows information, as of March 17, 2026, concerning the beneficial ownership of our Class A Common Stock:
43 unchanged sentences
We are obligated to utilize clinical research services, medical education, communication and marketing services and investor relations/public relation services of companies or individuals designated by Fortress, provided those services are offered at market prices.
−Removed: However, we are not obligated to take or act upon any advice rendered from Fortress and Fortress shall not be liable for any of its actions or inactions based upon their advice.
+Added: However, we are not obligated to take or act upon any advice rendered by Fortress and Fortress shall not be liable for any of its actions or inactions based upon their advice.
Pursuant to the MSA and our Certificate of Incorporation, Fortress and its affiliates, including all members of our Board, will have no fiduciary or other duty to communicate or present any corporate opportunities to us or to refrain from engaging in business that is similar to that of our company.
2 unchanged sentences
For the years ended December 31, 2025 and 2024, we recorded expense of $0.5 million and $0.5 million, respectively, related to this agreement.
+Added: For the year ended December 31, 2025, the Company issued 127,140 shares of common stock to Fortress, which equaled 2.5% of the sum of the gross proceeds of $0.6 million from the sale of shares of common stock under Mustang’s At-the-Market Offering, $8.0 million gross proceeds from the February 2025 Public Offering, and $7.1 million from the July 2025 Series C-2 warrant exercises.
+Added: The Company recorded an expense of approximately $0.4 million in general and administrative expenses related to these shares for the year ended December 31, 2025.
For the year ended December 31, 2024, the Company issued 23,450 shares of common stock to Fortress, which equaled 2.5% of the sum of the gross proceeds of $2.6 million from the sale of shares of common stock under Mustang’s At-the-Market Offering, $4.0 million gross proceeds from the May 2024 Public Offering, $2.5 million from the June 2024 PIPE, and $4.0 million from the October 2024 warrant exercise.
The Company recorded an expense of approximately $0.3 million in general and administrative expenses related to these shares for the year ended December 31, 2024.
−Removed: For the year ended December 31, 2023, we issued zero shares of common stock and recorded 1,319 shares issuable to Fortress, which equaled 2.5% of the gross proceeds of $0.2 million from the sale of shares of common stock under our At-the-Market Offering and $4.4 million gross proceeds on the Registered Direct Offering.
−Removed: We recorded an expense of approximately $0.1 million in general and administrative expenses related to these shares for the year ended December 31, 2023.
Payables and Accrued Expenses Related Party
−Removed: In the normal course of business Fortress pays for certain expenses on behalf of the Company.
+Added: In the normal course of business, Fortress pays certain expenses on behalf of the Company.
Such expenses are recorded as payables and accrued expenses - related party.
3 unchanged sentences
Rosenwald and Mr.
−Removed: Jin will receive a cash fee of $50,000 per year paid quarterly and an annual stock award of the greater of (i) a number of shares of common stock having a fair market value on the grant date of $50,000 or (ii) 200 shares of common stock, which shares shall vest and become non-forfeitable on the third anniversary of
−Removed: the grant date, subject to continued service on the board of directors on such date.
+Added: Jin will receive a cash fee of $50,000 per year paid quarterly and an annual stock award of the greater of (i) a number of shares of common stock having a fair market value on the grant date of $50,000 or (ii) 10,000 shares of common stock, which shares shall vest and become non-forfeitable on the third anniversary of the grant date, subject to continued service on the board of directors on such date.
+Added: However, no restricted stock awards were granted in 2025 or 2024.
Rosenwald is Chairman, President and Chief Executive Officer of Fortress and Mr.
4 unchanged sentences
Jin, respectively, in expense related to the director compensation.
−Removed: For the year ended December 31, 2023, we recognized $100,000 in expense in our Statements of Operations related to the director compensation, including approximately $50,000 in expense related to equity incentive grants.
−Removed: We issued Dr.
−Removed: Rosenwald 144 restricted stock awards for the year ended December 31, 2023.
−Removed: No restricted stock awards were granted in 2024.
−Removed: We recognized $12,500 in expense in our Statements of Operations related director compensation for Mr.
−Removed: We have not yet granted any equity awards to Mr.
+Added: For the year ended December 31, 2024, we recognized $50,000 and $12,500 for Dr.
+Added: Rosenwald and Mr.
+Added: Jin, respectively, in expense in our Statements of Operations related to the director compensation.
+Added: No restricted stock awards were granted in 2025 and 2024.
Weiss - Advisory Agreement with Caribe BioAdvisors, LLC
4 unchanged sentences
For the year ended December 31, 2025, we recognized $60,000 in expense related to the Advisory Agreement.
−Removed: For the year ended December 31, 2023, we recognized $110,000 in expense in our Statements of Operations related to the Advisory Agreement, including approximately $50,000 in expense related to equity incentive grants.
−Removed: We issued Mr.
−Removed: Weiss 144 shares of restricted stock for the year ended December 31, 2023.
−Removed: No restricted stock awards were granted in 2024.
+Added: For the year ended December 31, 2024, we recognized $60,000 in expense in our Statements of Operations related to the Advisory Agreement.
+Added: No restricted stock awards were granted in 2025 and 2024.
Principal Accounting Fees and Services
Audit Fees, Audit-Related Fees, Non-Audit Fees, Tax Fees and Other Fees
−Removed: For the year ended December 31, 2024, KPMG LLP billed us an aggregate of approximately $412,000 in fees and professional services rendered in connection with the audit of our annual financial statements included in our Annual Reports on Form 10-K for the 2024 fiscal year and the review of our financial statements included in our Quarterly Reports on Form 10-Q during that fiscal year.
+Added: For the year ended December 31, 2025, KPMG LLP billed us an aggregate of approximately $413,000 in fees and professional services rendered in connection with the audit of our annual financial statements included in our Annual Reports on Form 10-K for the 2025 fiscal year, the review of our financial statements included in our Quarterly Reports on Form 10-Q during that fiscal year, and overages incurred for final billings for the 2024 audit.
For the year ended December 31, 2024, KPMG LLP billed us an aggregate of approximately $412,000 in fees and professional services rendered in connection with the audit of our annual financial statements included in our Annual Reports on Form 10-K for the 2024 fiscal year and the review of our financial statements included in our Quarterly Reports on Form 10-Q during that fiscal year.
24 unchanged sentences
(b) Exhibits.
−Removed: At Market Issuance Sales Agreement, dated July 27, 2018, between the Company, B.
−Removed: Riley FBR, Inc., Cantor Fitzgerald & Co., National Securities Corporation, and Oppenheimer & Co.
−Removed: (incorporated by reference to the Exhibit 1.1 of the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-38191) filed with the SEC on July 27, 2018).
−Removed: Amendment No.
−Removed: 1 to At Market Issuance Sales Agreement, dated July 20, 2020, between the Company, B.
−Removed: Riley FBR, Inc., Cantor Fitzgerald & Co., National Securities Corporation and Oppenheimer & Co.
−Removed: (incorporated by reference to the Exhibit 1.2 of the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-38191) filed with the SEC on July 24, 2020).
−Removed: Amendment No.
−Removed: 2 to At Market Issuance Sales Agreement, dated December 31, 2020, between the Company, B.
−Removed: Riley Securities, Inc., Cantor Fitzgerald & Co., National Securities Corporation, Oppenheimer & Co.
−Removed: Wainwright & Co., LLC.
−Removed: (incorporated by reference to the Exhibit 1.1 of the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-38191) filed with the SEC on December 31, 2020).
−Removed: Amendment No.
−Removed: 3 to At Market Issuance Sales Agreement, dated April 14, 2023, between the Company, B.
−Removed: Riley Securities, Inc., Cantor Fitzgerald & Co.
−Removed: Wainwright & Co., LLC (incorporated by reference to the Exhibit 1.1 of the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-38191) filed with the SEC on April 20, 2023).
At the Market Offering Agreement, dated May 31, 2024, between the Company, Band H.C.
1 unchanged sentence
001-38191) filed with the SEC on June 6, 2024).
−Removed: Asset Purchase Agreement, dated May 18, 2023, between the Company and uBriGene (Boston) Biosciences, Inc.
−Removed: (incorporated by reference to the Exhibit 1.1 of the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-38191) filed with the SEC on May 22, 2023).
−Removed: First Amendment to Asset Purchase Agreement, dated June 29, 2023, between the Company and uBriGene (Boston) Biosciences, Inc.
−Removed: (incorporated by reference to the Exhibit 2.2 of the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-38191) filed with the SEC on June 30, 2023).
−Removed: Second Amendment to Asset Purchase Agreement, dated July 28, 2023, between the Company and uBriGene (Boston) Biosciences, Inc.
+Added: Bill of Sale and Surrender Agreement, dated January 31, 2025, by and between Mustang Bio, Inc.
+Added: and AbbVie Bioresearch Center Inc.
(incorporated by reference to the Exhibit 2.1 of the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-38191) filed with the SEC on July 31, 2023).
+Added: 001-38191) filed with the SEC on February 27, 2025).
Amended and Restated Certificate of Incorporation of Mustang Bio, Inc.
14 unchanged sentences
001-38191) filed with the SEC on April 3, 2023).
+Added: Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Mustang Bio, Inc., dated January 15, 2025 (incorporated by reference to the Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No.
+Added: 001-38191) filed with the SEC on January 17, 2025).
Amended and Restated Bylaws of Mustang Bio, Inc.
4 unchanged sentences
Description of Securities of Mustang Bio, Inc.
+Added: (incorporated by reference to Exhibit 4.2 of the Registrant’s Form 10-K (File No.
+Added: 001-38191) filed with the SEC on March 28, 2025).
Common Stock Warrant issued by Mustang Bio, Inc.
23 unchanged sentences
001-38191) filed with the SEC on October 25, 2024).
−Removed: Form of Series B-2 Warrant (incorporated by reference to the Exhibit 4.2 of the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-38191) filed with the SEC on October 25, 2024).
Form of October 2024 Wainwright Warrant (incorporated by reference to the Exhibit 4.3 of the Registrant’s Current Report on Form 8-K (File No.
001-38191) filed with the SEC on October 25, 2024).
+Added: Form of Pre-Funded Warrant (incorporated by reference to the Exhibit 4.1 of the Registrant’s Current Report on Form 8-K (file No.
+Added: 001-38191) filed with the SEC on February 11, 2025).
+Added: Form of Series C-1 and C-2 Warrant (incorporated by reference to the Exhibit 4.2 of the Registrant’s Current Report on Form 8-K (file No.
+Added: 001-38191) filed with the SEC on February 11, 2025).
+Added: Form of Placement Agent Warrant (incorporated by reference to the Exhibit 4.3 of the Registrant’s Current Report on Form 8-K (file No.
+Added: 001-38191) filed with the SEC on February 11, 2025).
Second Amended and Restated Founders Agreement between Fortress Biotech, Inc.
4 unchanged sentences
000-55668) filed with the SEC on July 28, 2016).
−Removed: Future Advance Promissory Note to Fortress Biotech, Inc., dated May 5, 2016 (incorporated by reference to the Exhibit 10.3 of the Registrant’s Form 10-12G (File No.
−Removed: 000-55668) filed with the SEC on July 28, 2016).
−Removed: Promissory Note to NSC Biotech Venture Fund I, LLC, dated July 5, 2016 (incorporated by reference to the Exhibit 10.4 of the Registrant’s Form 10-12G (File No.
−Removed: 000-55668) filed with the SEC on July 28, 2016).
−Removed: License Agreement by and between Mustang Bio, Inc.
−Removed: and City of Hope, dated March 17, 2015 (incorporated by reference to the Exhibit 10.6 of the Registrant’s Form 10-12G (File No.
−Removed: 000-55668) filed with the SEC on July 28, 2016).
Sponsored Research Agreement by and between Mustang Bio, Inc.
4 unchanged sentences
000-55668) filed with the SEC on July 28, 2016).
−Removed: Agreement by and between Mustang Bio, Inc.
−Removed: and Chord Advisors, LLC, dated April 8, 2016 (incorporated by reference to the Exhibit 10.10 of the Registrant’s Form 10-12G (File No.
−Removed: 000-55668) filed with the SEC on July 28, 2016).
Board Advisory Services Agreement by and between Mustang Bio, Inc.
1 unchanged sentence
000-55668) filed with the SEC on March 31, 2017).
−Removed: Exclusive License Agreement by and between Mustang Bio, Inc.
−Removed: and The Regents of the University of California, dated March 17, 2017 (incorporated by reference to the Exhibit 10.4 of the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 000-55668) filed with the SEC on August 14, 2017).
Exclusive License Agreement (IV/ICV) by and between Mustang Bio, Inc.
−Removed: and City of Hope, dated February 17, 2017.
−Removed: Filed as Exhibit 10.5 on the Company’s Form 10-Q filed on August 14, 2017 (incorporated by reference to the Exhibit 10.5 of the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: and City of Hope, dated February 17, 2017 (incorporated by reference to the Exhibit 10.5 of the Registrant’s Quarterly Report on Form 10-Q (File No.
000-55668) filed with the SEC on August 14, 2017).
−Removed: Amended and Restated Exclusive License Agreement (CD123) by and between Mustang Bio, Inc.
−Removed: and City of Hope, dated February 17, 2017 (incorporated by reference to the Exhibit 10.14 of the Registrant’s Annual Report on Form 10-K (File No.
−Removed: 000-55668) filed with the SEC on March 31, 2017).
Amended and Restated Exclusive License Agreement ( IL13R a 2 ) by and between Mustang Bio, Inc.
6 unchanged sentences
000-55668) filed with the SEC on April 24, 2017).
−Removed: License Agreement (CSI) by and between Mustang Bio, Inc.
−Removed: and City of Hope, dated May 31, 2017 (incorporated by reference to the Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q/A (File No.
−Removed: 001-38191) filed with the SEC on November 14, 2017).
−Removed: License Agreement (PSCA)by and between Mustang Bio, Inc.
−Removed: and City of Hope, dated May 31, 2017 (incorporated by reference to the Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q/A (File No.
−Removed: 001-38191) filed with the SEC on November 14, 2017).
−Removed: License Agreement (HER2) by and between Mustang Bio, Inc.
−Removed: and City of Hope, dated May 31, 2017 (incorporated by reference to the Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q/A (File No.
−Removed: 001-38191) filed with the SEC on November 14, 2017).
−Removed: Lease Agreement by and between Mustang Bio, Inc.
−Removed: and WCS - 377 Plantation Street, Inc., dated October 27, 2017 (incorporated by reference to the Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q (File No.
−Removed: 001-38191) filed with the SEC on November 14, 2017).
−Removed: Sublease Agreement by and between Mustang Bio, Inc., and The Paul Reverse Life Insurance Company, dated June 14, 2022.
−Removed: (incorporated by reference to Exhibit 10.22 of the Registrant’s Annual Report on Form 10-K (File No.
−Removed: 001-38191) filed with the SEC on March 30, 2023).
−Removed: First Amendment to Sublease Agreement by and between Mustang Bio, Inc.
−Removed: and The Paul Revere Life Insurance Company, dated October 25, 2022.
−Removed: (incorporated by reference to Exhibit 10.23 of the Registrant’s Annual Report on Form 10-K (File No.
−Removed: 001-38191) filed with the SEC on March 30, 2023).
−Removed: Second Amendment to Sublease, dated April 27, 2023, between the Company and The Paul Revere Life Insurance Company (incorporated by reference to the Exhibit 10.2 of the Registrant’s Current Report on Form 8-K (File No.
−Removed: 000-55668) filed with the SEC on July 20, 2023).
−Removed: Third Amendment to Sublease, dated June 15, 2023, between the Company and The Paul Revere Life Insurance Company (incorporated by reference to the Exhibit 10.3 of the Registrant’s Current Report on Form 8-K (File No.
−Removed: 000-55668) filed with the SEC on July 20, 2023).
Mustang Bio, Inc.
8 unchanged sentences
001-38191) filed with the SEC on June 24, 2022).
+Added: Fourth Amendment to the Mustang Bio, Inc.
+Added: 2016 Equity Incentive Plan, dated December 22, 2025 (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K (File No.
+Added: 001-38191) filed with the SEC on December 23, 2025).
Form of Option Agreement (incorporated by reference to Exhibit 10.28 of the Registrant’s Annual Report on Form 10-K (File No.
14 unchanged sentences
001-38191) filed with the SEC on June 21, 2023).
−Removed: Loan and Security Agreement by and between Mustang Bio, Inc., the Borrower, the Lenders, and Runway Growth Finance Corp.
−Removed: (as agent), dated March 4, 2022 (incorporated by reference to the Exhibit 99.1 of the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-38191) filed with the SEC on March 8, 2022).
−Removed: First Amendment to Loan and Security Agreement by and between Mustang Bio, Inc., the Borrower, the Lenders and Runway Growth Finance Corp.
−Removed: (as agent), dated December 7, 2022 (incorporated by reference to the Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (File No.
+Added: Amendment No.
+Added: 3 to the Mustang Bio, Inc.
+Added: 2019 Employee Stock Purchase Plan, dated December 22, 2025 (incorporated by reference to the Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (File No.
001-38191) filed with the SEC on December 23, 2025).
−Removed: Consulting Agreement by and between Mustang Bio, Inc.
−Removed: and Danforth Advisors, LLC dated March 17, 2022 (incorporated by reference to the Exhibit 99.1 of the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-38191) filed with the SEC on April 22, 2022).
−Removed: Manufacturing Services Agreement, dated July 28, 2023, between the Company and uBriGene (Boston) Biosciences, Inc.
−Removed: (incorporated by reference to the Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-38191) filed with the SEC on July 31, 2023).
−Removed: Sub-Contracting Manufacturing Services Agreement, dated July 28, 2023, between the Company and uBriGene (Boston) Biosciences, Inc.
−Removed: (incorporated by reference to the Exhibit 10.2 of the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-38191) filed with the SEC on July 31, 2023).
Form of Securities Purchase Agreement, dated October 26, 2023, by and between the Company and the purchaser party thereto (incorporated by reference to the Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (File No.
6 unchanged sentences
001-38191) filed with the SEC on June 24, 2024).
+Added: Form of Securities Purchase Agreement, dated February 5, 2025 (incorporated by reference to the Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (file No.
+Added: 001-38191) filed with the SEC on February 11, 2025).
Asset Purchase Agreement, dated June 27, 2024, by and between the Company and uBriGene (Boston) Biosciences, Inc.
5 unchanged sentences
001-38191) filed with the SEC on October 25, 2024).
−Removed: Insider Trading Policy**
+Added: Insider Trading Policy (incorporated by reference to Exhibit 19.1 of the Registrant’s Form 10-K (File No.
+Added: 001-38191) filed with the SEC on March 28, 2025).
Consent of Independent Registered Public Accounting Firm, KPMG, LLP, Boston , Massachusetts.
27 unchanged sentences
generally accepted accounting principles.
−Removed: Going Concern
−Removed: The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.
−Removed: As discussed in Note 1 to the financial statements, the Company’s expectation to generate operating losses and negative operating cash flows in the future, and the need for additional funding to support its planned operations raise substantial doubt about its ability to continue as a going concern.
−Removed: Management’s plans in regard to these matters are also described in Note 1.
−Removed: The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
13 unchanged sentences
Critical Audit Matter
−Removed: The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:
−Removed: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Accounting for and fair value of the Induced Warrant Exercise
−Removed: As discussed in Notes 2 and 10 to the financial statements, in October 2024, the Company recorded a deemed dividend of $7.8 million for the issuance of warrants to purchase shares of Company common stock (New Warrants) in exchange for the exercise of certain existing warrants (the Induced Warrant Exercise), which was included in the net loss attributable to Class A common and common stockholders in the calculation of net loss per share.
−Removed: The Company used the Black-Scholes Model to determine the estimated fair value of the New Warrants issued in the Induced Warrant Exercise.
−Removed: We identified the evaluation of the Company’s accounting for the Induced Warrant Exercise and the determination of the fair value of the New Warrants as a critical audit matter.
−Removed: Specifically, challenging and complex auditor judgment and specialized skills and knowledge were required in evaluating the application of the relevant accounting guidance, including the conclusion that the New Warrants are equity classified and that the fair value of the New Warrants should be considered a deemed dividend in determining net loss per share, and the estimated fair value of the New Warrants due to the degree of subjectivity associated with the expected volatility assumption.
−Removed: The following are the primary procedures we performed to address this critical audit matter.
−Removed: We inspected the Company’s accounting analysis for the transaction.
−Removed: We involved individuals with specialized skills and knowledge, who assisted in inspecting the underlying agreements to understand the relevant terms and conditions of the transaction and evaluating whether the Company’s accounting for the transaction was in accordance with the relevant accounting guidance.
−Removed: We also involved valuation professionals with specialized skills and knowledge, who assisted in:
−Removed: ● developing an independent expectation of the expected volatility assumption based on consideration of implied share price volatility information
−Removed: ● developing an independent range of the fair value of the New Warrants using publicly available market data and the independently developed expected volatility assumption
−Removed: ● comparing the independently developed ranges of the fair value to the respective fair value determined by the Company.
+Added: Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:
+Added: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: We determined that there are no critical audit matters.
We have served as the Company’s auditor since 2021.
11 unchanged sentences
Property, plant and equipment, net
−Removed: Restricted cash
Operating lease right-of-use asset, net
9 unchanged sentences
Commitments and Contingencies (Note 7)
−Removed: Stockholders’ Equity
+Added: Stockholders’ Equity (Deficit)
Preferred stock ($ 0.0001 par value), 2,000,000 shares authorized, 250,000 shares of Class A preferred stock issued and outstanding as of December 31, 2025 and December 31, 2024, respectively
5 unchanged sentences
Accumulated deficit
−Removed: Total Stockholders’ Equity
−Removed: Total Liabilities and Stockholders’ Equity
+Added: Total Stockholders’ Equity (Deficit)
+Added: Total Liabilities and Stockholders’ Equity (Deficit)
See accompanying notes to financial statements.
5 unchanged sentences
Research and development
−Removed: Research and development – licenses acquired
Asset impairment
−Removed: Gain on the sale of property and equipment
General and administrative
1 unchanged sentence
Loss from operations
−Removed: Other income (expense)
−Removed: Interest income
−Removed: Interest expense
−Removed: Total other income (expense)
+Added: Interest income, net
+Added: Total other income
Net loss per Class A common and common shares outstanding, basic and diluted
11 unchanged sentences
Issuance of common shares - Annual Stock Dividend to Fortress
−Removed: Issuance of common shares, net of offering shares -At-the-Market Offering
+Added: Issuance of common shares, equity fee on At-the-Market Offering
Issuance of common shares, net of offering costs - Equity Offerings
−Removed: Issuance of common shares - Equity fee on At-the-Market & Equity Offerings
+Added: Issuance of common shares, net of offering costs - At-the-Market Offering
Issuance of common shares under ESPP
Stock-based compensation expenses
+Added: Abeyance Shares released (1)
Exercise of warrants (1)
−Removed: Reverse Split Adjustment
+Added: Reverse Split ( 1 -for-50) adjustment
Balances at December 31, 2024
1 unchanged sentence
Issuance of common shares - Annual Stock Dividend to Fortress
−Removed: Issuance of common shares, equity fee on At-the-Market Offering
+Added: Issuance of common shares, equity fee on At-the-Market and equity offerings
Issuance of common shares, net of offering costs - Equity Offerings
6 unchanged sentences
Balances at December 31, 2025
−Removed: (1) In connection with the induced warrant exercise in October 2024 (see Note 10), a certain warrant holder was induced to exercise for cash 337,552 shares of common stock related the Series A-3 warrants at the exercise price of $ 11.85 per share.
+Added: (1) In connection with the induced warrant exercise in October 2024, a certain warrant holder was induced to exercise for cash 337,552 shares of common stock related to the Series A-3 warrants at the exercise price of $ 11.85 per share.
Of the 337,552 shares on the exercise date, 255,552 were held in abeyance and not considered outstanding.
The balance of the shares held in abeyance will be held in abeyance until notice from the shareholder that the balance, or portion thereof, may be issued in compliance with a beneficial ownership limitation provision in the warrants.
−Removed: As of December 31, 2024, 185,880 shares remain held in abeyance.
+Added: As of December 31, 2025, all shares held in abeyance have been issued.
See accompanying notes to financial statements.
6 unchanged sentences
Issuance of common shares - equity fee on equity offerings to Fortress Biotech
−Removed: Common shares issuable - Equity fee on at-the-market offering to Fortress Biotech
−Removed: Common shares issuable - Equity fee on Registered Direct Offering to Fortress Biotech
Common shares issuable - Annual Stock Dividend to Fortress Biotech
2 unchanged sentences
Depreciation expense
−Removed: Amortization of debt discount
Amortization of operating lease right-of-use assets
+Added: Settlement of payables
Loss on disposal of property and equipment
Asset impairment
−Removed: Gain on sale of property and equipment
−Removed: Loss on extinguishment of debt
−Removed: Gain on lease modification
+Added: Gain on lease termination
Changes in operating assets and liabilities:
1 unchanged sentence
Other receivables
−Removed: Other receivables - related party
Accounts payable and accrued expenses
4 unchanged sentences
Cash Flows from Investing Activities:
−Removed: Purchase of research and development licenses
Proceeds from the sale of property and equipment
−Removed: Purchase of fixed assets
Net cash from investing activities
Cash Flows from Financing Activities:
−Removed: Payment of debt
−Removed: Proceeds from issuance of common shares - Equity Offerings
−Removed: Offering costs for the issuance of common shares - Equity Offerings
−Removed: Proceeds from issuance of common shares - At-the-Market Offering
−Removed: Offering costs for the issuance of common shares - At-the-Market Offering
−Removed: Net proceeds from induced warrant exercise
+Added: Proceeds from issuance of common shares, net of offering costs - equity offering
+Added: Proceeds from issuance of common shares, net of offering costs - At-the-Market offering
+Added: Proceeds from warrant exercises
Proceeds from issuance of common shares under ESPP
−Removed: Net cash provided by (used in) financing activities
−Removed: Net change in cash, cash equivalents and restricted cash
−Removed: Cash, cash equivalents and restricted cash, beginning of the period
−Removed: Cash, cash equivalents and restricted cash, end of the period
−Removed: Supplemental disclosure of cash flow information:
−Removed: Cash paid for interest
+Added: Net cash provided by financing activities
+Added: Net change in cash and cash equivalents
+Added: Cash and cash equivalents, beginning of the period
+Added: Cash and cash equivalents, end of the period
Supplemental disclosure of noncash activities:
25 unchanged sentences
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.
−Removed: As of December 31, 2024, the Company had an accumulated deficit of $ 396.7 million.
−Removed: The Company has funded its operations to date primarily through the sale of equity.
−Removed: During fiscal year 2024, the Company completed several financing transactions, including proceeds from the At-the-Market Offering (see Note 10), for aggregate net proceeds of approximately $ 11.2 million.
−Removed: Additionally, in February 2025, the Company completed a public offering for net proceeds of approximately $ 6.9 million (see Note 13).
−Removed: In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that these financial statements are issued.
−Removed: This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued.
−Removed: When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern.
−Removed: The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that these financial statements are issued.
−Removed: In performing its evaluation, management excluded certain elements of its operating plan that cannot be considered probable.
−Removed: Under ASC 205-40, the future receipt of potential funding from future equity or debt issuances cannot be considered probable at this time because these plans are not entirely within the Company’s control.
−Removed: The Company's expectation to generate operating losses and negative operating cash flows in the future, the need for additional funding to support its planned operations, and the continued listing requirements for Nasdaq raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year after the date that these financial statements are issued.
−Removed: The Company made strategic decisions, including (i) a significant reduction in the workforce by approximately 81 % in April 2024, and included the reversal of accrued annual bonuses, (ii) the termination of certain license agreements with St.
−Removed: Jude and Leiden University Medical Centre in April 2024, and with Mayo Clinic in June 2024, and (iii) closing the Mustang-sponsored Phase 1/2 study in Non-Hodgkin lymphoma and chronic lymphocytic leukemia (MB-106) to preserve capital and prioritize the allocation of resources.
−Removed: The Company continues to pursue raising additional cash resources through public or private equity or debt financings.
−Removed: The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business.
−Removed: The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary if the Company is unable to continue as a going concern.
+Added: To date, the Company has funded its operations primarily with the proceeds from equity securities.
+Added: As of December 31, 2025, the Company had an accumulated deficit of $ 398.6 million and cash and cash equivalents of $ 17.3 million.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: Therefore, the Company has concluded that substantial doubt about its ability to continue as a going concern no longer exists.
Note 2 - Significant Accounting Policies
5 unchanged sentences
Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources in assessing performance.
−Removed: The Company views its operations and manages its business in one segment, which reflects the research and development of potential cures for difficult-to-treat cancers and autoimmune diseases.
+Added: The Company views its operations and manages its business in one segment, which reflects the research and development of potential cures for difficult-to-treat cancers.
The Company’s chief operating decision maker (“CODM”) is its chief executive officer.
2 unchanged sentences
The accounting policies of the segment are the same as those described in this Note 2.
−Removed: See Note 12 for segment information.
Use of Estimates
6 unchanged sentences
At times, portions of the Company’s cash and cash equivalents may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation (FDIC) limits, though the Company customarily invests a significant portion of its cash in Insured Cash Sweep (“ICS”) accounts to maximize FDIC insurance coverage across its holdings.
−Removed: December 31, 2024, the Company had not experienced losses on these accounts, and management believes the Company is not exposed to significant risk on such accounts.
+Added: As of December 31, 2025, the Company had not experienced losses on these accounts, and management believes the Company is not exposed to significant risk on such accounts.
Other Receivables – Related Party
Other receivables include amounts due to the Company from Fortress and is recorded at the invoiced amount.
−Removed: Restricted Cash
−Removed: The Company records cash held in an escrow account as a security deposit for the manufacturing facility in Worcester, Massachusetts, as restricted cash.
−Removed: The Company had no restricted cash as of December 31, 2024, and $ 0.8 million in restricted cash as of December 31, 2023.
Property, plant and equipment, net
−Removed: Property, plant and equipment, net, consists primarily of leasehold improvements, are carried at cost less accumulated depreciation.
+Added: Property, plant and equipment, net, consisting primarily of leasehold improvements, are carried at cost less accumulated depreciation.
Depreciation for leasehold improvements is computed over the shorter of the estimated useful lives or the term of the respective leases.
1 unchanged sentence
Property, plant and equipment, held for sale
−Removed: Property, plant and equipment, held for sale represent assets that have met the criteria of “held for sale” accounting, as specified by Accounting Standards Codification (“ASC”) 360, “Long-lived Assets.” As of December 31, 2024, there were $ 1.2 million of lab and cell processing equipment, furniture and fixtures and computer equipment that are recorded as assets held for sale.
−Removed: The effect of suspending depreciation on the assets held for sale is immaterial to the results of operations.
−Removed: The assets held for sale were part of the repurchase of assets from uBriGene (see Note 5).
+Added: Property, plant and equipment, held for sale represent assets that have met the criteria of “held for sale” accounting, as specified by Accounting Standards Codification (“ASC”) 360, “Long-lived Assets.” In February 2025, the Company
+Added: completed the sale of the lab and cell processing equipment, furniture and fixtures and computer equipment that were recorded as assets held for sale as of December 31, 2024.
Impairment of Long-Lived Assets
8 unchanged sentences
Research and development costs primarily consist of personnel related expenses, including salaries, benefits, travel, and other related expenses, stock-based compensation, payments made to third parties for license and milestone costs related to in-licensed products and technology, payments made to third party contract research organizations for preclinical and clinical studies, investigative sites for clinical trials, consultants, the cost of acquiring and manufacturing clinical trial materials, costs associated with regulatory filings, laboratory costs and other supplies.
+Added: Additionally, consideration received or due from research and development vendors, inclusive of credits on existing invoices, is recorded as a reduction of research and development expenses in the period that the related amounts are probable and reasonably estimable.
In accordance with Accounting Standards Codification (“ASC”) 730-10-25-1, Research and Development, costs incurred in obtaining technology licenses are charged to research and development expense if the technology licensed has not reached commercial feasibility and has no alternative future use.
−Removed: The licenses purchased by the Company require
−Removed: substantial completion of research and development, regulatory and marketing approval efforts to reach commercial feasibility and has no alternative future use.
−Removed: Accordingly, the total purchase price for the licenses acquired is reflected as research and development – licenses acquired in the Company’s Statements of Operations.
+Added: The licenses purchased by the Company require substantial completion of research and development, regulatory and marketing approval efforts to reach commercial feasibility and has no alternative future use.
+Added: Accordingly, the total purchase price for the licenses acquired is reflected as research and development expenses in the Company’s Statements of Operations.
Annual Stock Dividend to Fortress
3 unchanged sentences
The Company considers the Annual Stock Dividend as contingent consideration for the license contributed to Mustang by Fortress.
−Removed: Since the ultimate amount of the Annual Stock Dividend is highly uncertain and cannot be reasonable estimable, in accordance with ASC 450-20, Loss Contingencies , the Company records the Annual Stock Dividend in Research and development expense – licenses acquired in the Company’s Statements of Operations, when the shares are issued.
+Added: Since the ultimate amount of the Annual Stock Dividend is highly uncertain and cannot be reasonable estimable, in accordance with ASC 450-20, Loss Contingencies , the Company records the Annual Stock Dividend in Research and development expense in the Company’s Statements of Operations, when the shares are issued.
Fair Value Measurement
The Company follows accounting guidance on fair value measurements for financial assets and liabilities measured at fair value on a recurring basis.
−Removed: Under the accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
+Added: Under the accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
+Added: at the measurement date.
As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.
12 unchanged sentences
The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term.
+Added: As of December 31, 2025, the Company is no longer party to any operating or financing leases.
Stock-Based Compensation
17 unchanged sentences
(1) Class A Preferred Shares are reflected on an as-if converted basis.
−Removed: In connection with the exercise of certain existing warrants in October 2024 (see Note 10), the Company recorded a deemed dividend of approximately $ 7.8 million for the issuance of new warrants.
−Removed: For the year ended December 31, 2024, net loss attributable to common stockholders consisted of net loss, as adjusted for deemed dividends.
The Company considers Class A common stock and Class A preferred stock to be additional classes of common stock for the purpose of calculating net loss per share, as they do not have preferential rights when compared to the Company’s common stock, and therefore losses are allocated to these additional classes using the two-class method.
1 unchanged sentence
At December 31, 2025, the Class A common stock and Class A preferred stock have rights to convert to a total of 1,461 common shares.
+Added: In connection with the exercise of certain existing warrants in October 2024 (see Note 8), the Company recorded a deemed dividend of approximately $ 7.8 million for the issuance of new warrants.
+Added: For the year ended December 31, 2024, net loss attributable to common stockholders consisted of net loss, as adjusted for deemed dividends.
Comprehensive Loss
1 unchanged sentence
Recent Accounting Pronouncements
−Removed: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.
−Removed: 2023-07, “ Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures .” The amendments in ASU 2023-07 improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses.
−Removed: The amendments introduce a new requirement to disclose significant segment expenses regularly provided to the chief operating decision maker (“CODM”), extend certain annual disclosures to interim periods, clarify single reportable segment entities must apply ASC 280 in its entirety, permit more than one measure of segment profit or loss to be reported under certain conditions, and require disclosure of the title and position of the CODM.
−Removed: This guidance is effective for fiscal years, beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.
−Removed: Early adoption will be permitted.
−Removed: The Company adopted the ASU on its annual report on Form 10-K for the year ended December 31, 2024.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
2 unchanged sentences
The update will be effective for annual periods beginning after December 15, 2024.
−Removed: The Company is currently evaluating the impact that this guidance will have on our financial statements and disclosures.
+Added: The Company adopted the accounting standard on its annual report on Form 10-K for the year ended December 31, 2025, and determined that the guidance does not have a material impact on its financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Topic 220-40).
5 unchanged sentences
The Company is currently assessing the impact ASU 2024-03 will have on the financial statements and disclosures.
−Removed: Note 3 - License, Clinical Trial and Sponsored Research Agreements
−Removed: Research and Development Expenses – Licenses
−Removed: For the year ended December 31, 2024, the Company recorded $ 0.3 million in Research and development – licenses acquired related to a clinical development milestone achieved related to its license agreement with Nationwide Children’s.
−Removed: For the year ended December 31, 2023, the Company recorded $ 50,000 in Research and development – licenses acquired in connection with Calimmune license.
−Removed: On August 14, 2023, the Company notified Calimmune that it was terminating the Calimmune license, which took effect 60 days following notification.
−Removed: Research and Development Expenses - Sponsored Research and Clinical Trial Agreements
−Removed: For the years ended December 31, 2024 and 2023, the Company recorded the following expense in research and development for sponsored research and clinical trial agreements:
−Removed: For the year ended December 31,
−Removed: ($ in thousands)
−Removed: City of Hope National Medical Center
−Removed: Fred Hutchinson Cancer Center - CD20
−Removed: Jude Children's Research Hospital - XSCID (2)
−Removed: Leiden University Medical Center - RAG1 SCID
−Removed: Mayo Clinic (3)
−Removed: (1) Licenses and associated sponsored research agreements were terminated in May 2023.
−Removed: (2) License and associated Data Transfer Agreement were terminated in April 2024.
−Removed: (3) License and associated sponsored research agreement were terminated in June 2024.
−Removed: Ongoing Clinical Trial and Sponsored Research Agreements
−Removed: IL13Rα2 (MB-101) Clinical Research Support Agreements with City of Hope
−Removed: Since February 2017, the Company has been party to a clinical research support agreement for the IL13Rα2-directed CAR T program (the “IL13Rα2 CRA”) with COH, whereby, the Company has agreed to contribute $ 0.1 million related to patient costs in connection with the on-going investigator-initiated study.
−Removed: Since October 2020, the Company has been party to a clinical research support agreement for the IL13Rα2-directed CAR T program for adult patients with leptomeningeal glioblastoma, ependymoma or medulloblastoma (the “IL13Rα2 Leptomeningeal CRA”) with COH, whereby the Company has agreed to contribute $ 0.1 million per patient in connection with the ongoing investigator-initiated study.
−Removed: Further, the Company agreed to fund approximately $ 0.2 million annually pertaining to the clinical development of the IL13Rα2-directed CAR T program for this patient population.
−Removed: Since October 2020, the Company has been party to a Sponsored Research Agreement (“SRA”) with COH to conduct combination studies of a potential IL13Rα2 CAR (MB-101) and herpes simplex-1 oncolytic virus therapy (MB-108).
−Removed: Pursuant to the SRA, the Company funded research in the amount of $ 0.3 million for the program.
−Removed: In November 2022, the SRA was amended and the Company funded an additional $ 0.6 million.
−Removed: CD20 (MB-106) Clinical Trial Agreement with Fred Hutchinson Cancer Center
−Removed: Since July 3, 2017, in conjunction with the CD20 Technology License from Fred Hutchinson Cancer Center (“Fred Hutch”), the Company has been party to an investigator-initiated clinical trial agreement (the “CD20 CTA”) to provide partial funding for a Phase 1/2 clinical trial at Fred Hutch evaluating the safety and efficacy of the CD20 Technology in patients with relapsed or refractory B-cell non-Hodgkin lymphomas.
−Removed: In connection with the CD20 CTA, the Company agreed to fund up to $ 5.3 million of costs associated with the clinical trial, which commenced during the fourth quarter of 2017.
−Removed: In November 2020, the CD20 CTA was amended to include additional funding of approximately $ 1.8 million, which includes $ 0.8 million for the treatment of five patients with chronic lymphocytic leukemia.
−Removed: In January 2022, the CD20 CTA was amended to include additional funding of $ 2.2 million increasing the total payment obligation of the Company in connection with the CD20 CTA not to exceed $ 9.3 million.
−Removed: Terminated Clinical Trial and Sponsored Research Agreements
−Removed: In May 2023, the Company determined to discontinue development of certain programs, including CS1 (MB-104) and PSCA (MB-105), and terminated the associated CRA and license with COH.
−Removed: In April 2024, the Company terminated its license agreement and the associated Data Transfer Agreement with St.
−Removed: Jude, in exchange for a mutual release of liability and forgiveness by St.
−Removed: Jude of all amounts previously owed by the Company, which totaled approximately $ 0.6 million.
−Removed: Additionally, in April 2024, the Company delivered a termination notice to LUMC, pursuant to which it terminated the license agreement underpinning the MB-110 product candidate;
−Removed: the Company is currently in discussions with LUMC regarding the terms that will govern such termination In June 2024, the Company terminated its license agreement and associated SRA with the Mayo Clinic, in exchange for a mutual release of liability and forgiveness by Mayo Clinic of all amounts previously owed by the Company, which totaled approximately $ 0.3 million.
−Removed: The forgiven amounts, totaling approximately $ 0.9 million, were recognized as a reduction of research and development expenses in the Statements of Operations.
Note 3 - Related Party Agreements
12 unchanged sentences
The value of these shares is shown in the Statement of Stockholders’ Equity at December 31, 2025, as Common stock issuable – Annual Stock Dividend.
−Removed: The Company recorded an expense of approximately $ 0.6 million in research and development – licenses acquired related to these issuable shares during the year ended December 31, 2024.
+Added: The Company recorded an expense of approximately $ 0.3 million in research and development expense related to these issuable shares during the year ended December 31, 2025.
Pursuant to the Amended and Restated Articles of Incorporation, the Company issued 69,046 shares of common stock to Fortress for the Annual Stock Dividend, representing 2.5 % of the fully-diluted outstanding equity of Mustang on January 1, 2025.
The value of these shares is shown in the Statement of Stockholders’ Equity at December 31, 2024, as Common stock issuable – Annual Stock Dividend.
−Removed: The Company recorded an expense of approximately $ 0.5 million in research and development – licenses acquired related to these issuable shares during the year ended December 31, 2023.
+Added: The Company recorded an expense of approximately $ 0.6 million in research and development expense acquired related to these issuable shares during the year ended December 31, 2024.
As additional consideration under the Mustang Founders Agreement, Mustang will also:
3 unchanged sentences
The Company records the value of all shares issued for the equity fee component of the Mustang Founders Agreement as Stock-based compensation expense in its Statements of Operations.
−Removed: For the year ended December 31, 2024, the Company issued 23,450 shares of common stock to Fortress, which equaled 2.5 % of the sum of the gross proceeds of $ 2.6 million from the sale of shares of common stock under Mustang’s At-the-Market Offering, $ 4.0 million gross proceeds from the May 2024 Public Offering, $ 2.5 million from the June 2024 PIPE, and $ 4.0 million from the October 2024 warrant exercise.
+Added: For the year ended December 31, 2025, the Company issued 127,140 shares of common stock to Fortress, which equaled 2.5 % of the sum of the gross proceeds of $ 0.6 million from the sale of shares of common stock under Mustang’s At-the-Market Offering, $ 8.0 million gross proceeds from the February 2025 Equity Offering, and $ 7.1 million from the July 2025 Series C-2 warrant exercises.
The Company recorded an expense of approximately $ 0.4 million in general and administrative expenses related to these shares for the year ended December 31, 2025.
−Removed: For the year ended December 31, 2023, the Company did not issue any shares of common stock and recorded the value of 1,319 shares issuable to Fortress, which equaled 2.5 % of the sum of the gross proceeds of $ 0.2 million from the sale of shares of common stock under Mustang’s At-the-Market Offering and $ 4.4 million gross proceeds on the Registered Direct Offering.
−Removed: The shares were subsequently issued on January 2, 2024.
+Added: For the year ended December 31, 2024, the Company issued 23,450 shares of common stock to Fortress, which equaled 2.5 % of the sum of the gross proceeds of $ 2.6 million from the sale of shares of common stock under Mustang’s At-the-Market Offering, $ 4.0 million gross proceeds from the May 2024 Public Offering, $ 2.5 million from the June 2024 PIPE, and $ 4.0 million from the October 2024 warrant exercise.
The Company recorded an expense of approximately $ 0.3 million in general and administrative expenses related to these shares for the year ended December 31, 2024.
9 unchanged sentences
Payables and Accrued Expenses Related Party
−Removed: In the normal course of business Fortress pays for certain expenses on behalf of the Company.
+Added: In the normal course of business, Fortress pays certain expenses on behalf of the Company.
Such expenses are recorded as payables and accrued expenses - related party.
7 unchanged sentences
Jin, respectively, in expense in its Statements of Operations related to the director compensation.
−Removed: For the year ended December 31, 2023, the Company recognized $ 100,000 in expense in its Statements of Operations related to the director compensation, including approximately $ 50,000 in expense related to equity incentive grants.
−Removed: The Company issued Dr.
−Removed: Rosenwald 144 restricted stock awards for the year ended December 31, 2023.
−Removed: No restricted stock awards were granted in 2024.
−Removed: We recognized $ 12,500 in expense in our Statements of Operations related director compensation for Mr.
−Removed: We have not yet granted any equity awards to Mr.
+Added: For the year ended December 31, 2024, the Company recognized $ 50,000 and $ 12,500 for Dr.
+Added: Rosenwald and Mr.
+Added: Jin, respectively, in expense in its Statements of Operations related to the director compensation.
+Added: No restricted stock awards were granted in 2025 and 2024.
Weiss - Advisory Agreement with Caribe BioAdvisors, LLC
4 unchanged sentences
For the year ended December 31, 2025, the Company recognized $ 60,000 in expense in its Statements of Operations related to the advisory agreement.
−Removed: For the year ended December 31, 2023, the Company recognized $ 110,000 in expense in its Statements of Operations related to the advisory agreement, including approximately $ 50,000 in expense related to equity incentive grants.
−Removed: The Company issued Mr.
−Removed: Weiss 144 shares of restricted stock for the year ended December 31, 2023.
−Removed: No restricted stock awards were granted in 2024.
+Added: For the year ended December 31, 2024, the Company recognized $ 60,000 in expense in its Statements of Operations related to the advisory agreement.
+Added: No restricted stock awards were granted in 2025 and 2024.
Note 4 – Asset Purchase Agreements
−Removed: Agreements with uBriGene
−Removed: On May 18, 2023, the Company entered into an Asset Purchase Agreement (the “Original Asset Purchase Agreement”) with uBriGene (Boston) Biosciences, Inc., a Delaware corporation (“uBriGene”), pursuant to which the Company agreed to sell its 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 to uBriGene (the “Transaction”).
−Removed: The Company and uBriGene subsequently entered into Amendment No.
−Removed: 1 to the Original Asset Purchase Agreement, dated as of June 29, 2023 (“Amendment No.
−Removed: 1”), and Amendment No.
−Removed: 2 to the Original Asset Purchase Agreement, dated as of July 28, 2023 (“Amendment No.
−Removed: 2,” and together with the Original Asset Purchase Agreement and Amendment No.
−Removed: 1, the “Prior Asset Purchase Agreement”).
−Removed: On July 28, 2023, pursuant to the Prior Asset Purchase Agreement, the Company completed the sale of all of its assets that primarily relate to the manufacturing and production of cell and gene therapies at the Facility (such operations, the “Transferred Operations” and such assets, the “Transferred Assets”) to uBriGene for upfront consideration of $ 6 million cash (the “Base Amount”).
−Removed: The Transferred Assets included all of the Company’s assets, except for the Company’s lease and related leasehold improvements of the Facility and contracts that are primarily used in the Transferred Operations.
−Removed: The Company recorded a gain of $ 1.4 million in connection with the sale of the Transferred Assets, and recorded approximately $ 0.3 million of the base consideration as deferred income, that was to be recognized upon the transfer of the lease.
−Removed: In connection with the Prior Asset Purchase Agreement, the Company and uBriGene submitted a voluntary joint notice to the U.S.
+Added: In May 2023, the Company agreed to sell its Worcester, Massachusetts cell-processing facility assets to uBriGene (Boston) Biosciences, Inc.
+Added: (“uBriGene”) under an Asset Purchase Agreement, as later amended.
+Added: The sale closed on July 28, 2023, for $ 6.0 million in cash, and the Company recorded a gain of $ 1.4 million in connection with the equipment and facility assets transferred (excluding the facility lease) and recorded $ 0.3 million of the base consideration as deferred income that would have been recognized upon transfer of the facility lease.
+Added: The Company and uBriGene submitted a voluntary joint notice to the U.S.
Committee on Foreign Investment in the United States (“CFIUS”).
−Removed: Following CFIUS’s review and subsequent investigation of the transactions related to the Prior Asset Purchase Agreement, on May 13, 2024, the Company, together with uBriGene and CFIUS, executed a National Security Agreement (the “NSA”), pursuant to which the Company and uBriGene agreed to abandon the transactions related to the Prior Asset Purchase Agreement and the agreements entered into in connection therewith.
−Removed: The NSA obligated uBriGene and the Company to terminate agreements between the two parties, including the Manufacturing Services Agreement, Quality Services Agreement, and Subcontracting CDMO Agreement.
−Removed: In addition, uBriGene must sell, or otherwise dispose of, the equipment assets purchased within 180 days after the execution of the NSA.
−Removed: June 2024 Repurchase of Assets
−Removed: On June 27, 2024 (the “Effective Date”), the Company entered into an Asset Purchase Agreement (the “Repurchase Agreement”) with uBriGene, pursuant to which the Company agreed, subject to the terms and conditions set forth therein, to repurchase the Transferred Assets, primarily lab equipment and supplies, (collectively, the “Repurchased Assets”).
−Removed: Pursuant to the terms of the Repurchase Agreement, the Company and uBriGene also terminated existing manufacturing and services agreements.
−Removed: As consideration for the Repurchase Agreement, the Company agreed to pay to uBriGene a total purchase price (the “Purchase Price”) of $ 1.4 million, consisting of (i) an upfront payment of $ 0.1 million due within five ( 5 ) business days of the Effective Date and a (ii) subsequent amount of $ 1.3 million due on the date that is twelve ( 12 ) months after the closing date (the “Deferred Amount”).
−Removed: In the event that as of the original (or any extended) date on which the Deferred Amount is payable, the Company has, as of the date of the public reporting of its then-most recent quarterly audited or unaudited financial statements, net assets below $ 20 million, then the Company may, upon written notice to uBriGene, elect to delay its payment obligation of the Deferred Amount by an additional six ( 6 ) months, with no limit on the number of such extensions available to the Company.
−Removed: Notwithstanding the foregoing, if the Company has not paid the Deferred Amount in full as of the date that is twelve ( 12 ) months after closing of the Repurchase Agreement, any amounts that remain outstanding will accrue interest at a rate of 5 % per annum beginning on the date that is twelve ( 12 ) months after closing and until the Deferred Amount is paid in full.
−Removed: Additionally, in connection with the termination of the agreements described above under the Repurchase Agreement, the Company agreed to forgive a net receivable from uBriGene of approximately $ 3.3 million, comprised of outstanding receivables of $ 6.9 million and payables of $ 3.6 million, resulting in total purchase consideration in the Repurchase Transactions of approximately $ 4.7 million.
−Removed: The upfront payment of $ 0.1 million was paid in July 2024, and as of December 31, 2024, the $ 1.3 million Deferred Amount was recorded in Accrued Other Expenses (see Note 7).
−Removed: The Company allocated the total purchase consideration of $ 4.7 million to the Repurchased Assets on a relative fair value basis.
−Removed: The Company used a third party to perform a valuation of the repurchased equipment, which resulted in a fair value less costs to sell of approximately $ 2.2 million.
−Removed: The remaining purchase consideration of $ 2.5 million was allocated to the supplies repurchased.
−Removed: The supplies repurchased with no alternative future use were recognized as research and development expense in an amount of $ 2.2 million.
−Removed: Repurchased supplies with an alternative future use of $ 0.3 million were also recognized in research and development expense, as the Company does not have plans to resume operations in the facility, and it intends to dispose of the supplies in a single transaction with the equipment.
−Removed: The Company concluded that the disposal group, which includes the repurchased equipment assets and associated supplies, with an aggregate fair value less costs to sell of approximately $ 2.2 million met the criteria to be classified as held for sale at the date of acquisition.
−Removed: As of December 31, 2024, the disposal group had a fair value less costs to sell of approximately $ 1.2 million, based primarily on offers received by third parties for the equipment.
−Removed: As such, the Company recorded an adjustment to the fair value less costs to sell of approximately $ 1.0 million.
−Removed: Note 6 – Property, Plant and Equipment, and Asset Impairment
−Removed: For the years ended December 31, 2024 and 2023, property, plant and equipment consisted of the following:
−Removed: Estimated Useful
−Removed: ($ in thousands)
−Removed: Life (in years)
−Removed: Leasehold improvements
−Removed: Construction in process
−Removed: Total property, plant and equipment
−Removed: impairment loss
−Removed: accumulated depreciation
−Removed: Property, plant and equipment, net
−Removed: Depreciation expense for the years ended December 31, 2024 and 2023, was approximately $ 0.7 million and $ 1.9 million, respectively, and was recorded in research and development expense in the Statements of Operations.
−Removed: Fixed assets – construction in process primarily reflects buildout costs and equipment that have not yet been placed into service.
−Removed: Impairment of Long-Lived Assets
−Removed: During the second quarter of fiscal year 2024, the Company concluded it had a triggering event requiring assessment of impairment for certain leasehold improvements and the related right-of-use asset.
+Added: Following CFIUS’s review, the Company, together with uBriGene and CFIUS, entered into a National Security Agreement (“NSA”) on May 13, 2024, requiring the Company and uBriGene to terminate of all related agreements and abandon the original transaction.
+Added: The NSA also obligated uBriGene to sell or otherwise dispose of the equipment assets purchased within 180 days after the execution of the NSA.
+Added: In June 2024, the Company entered into a new Asset Purchase Agreement with uBriGene to repurchase the previously transferred equipment assets and supplies for total consideration of approximately $ 4.7 million.
+Added: The Company agreed to pay uBriGene a total purchase price of $ 1.4 million consisting of (i) an upfront payment of $ 0.1 million due and (ii) $ 1.3 million due twelve ( 12 ) months after the closing date (the “Deferred Amount”).
+Added: In the event that on the date the Deferred Amount is payable, the Company has net assets below $ 20 million, the Company may, upon written notice to uBriGene, elect to delay its payment obligation by an additional six ( 6 ) months, and the Deferred Amount will accrue interest at a rate of 5 % per annum beginning on that date twelve months after closing and until the Deferred Amount is paid in full.
+Added: As of December 31, 2025, the Company’s net assets were below $ 20.0 million and the Deferred Amount of approximately $ 1.3 million, including approximately $ 33,000 of accrued interest, continued to be deferred and remained recorded in Accrued Other Expenses (see Note 6).
+Added: The $ 4.7 million purchase consideration was allocated to the repurchased equipment and supplies based on a relative fair value basis.
+Added: The Company used a third-party to perform a valuation of the repurchase equipment, which resulted in fair value less costs to sell of approximately $ 2.2 million.
+Added: The remaining $ 2.5 million was allocated to the supplies repurchased, the Company determined that there was no alternative future use, and therefore, the $ 2.5 million was recorded as research and development expense at closing.
+Added: The repurchased equipment was classified as held for sale at the acquisition date.
+Added: In February 2025, the Company completed the sale of these assets to an unrelated third party.
+Added: Note 5 – Property, Plant and Equipment, Net and Held for Sale, and Asset Impairment
+Added: In June 2024, the Company concluded it had a triggering event requiring assessment of impairment for certain leasehold improvements and the related right-of-use asset.
The Company assessed the carrying value of the asset group consisting of the leasehold improvements and right-of-use asset in accordance with ASC 360, given the significant changes to the Company’s operations, operating cash and the repurchase of equipment.
The assessment of the recoverability of the asset group concluded that there was impairment on the carrying value of the asset group of approximately $ 2.6 million, which was allocated on a pro rata basis using the relative carrying amounts of the assets.
−Removed: Approximately $ 2.2 million of the impairment loss was allocated to the leasehold improvements, with the remaining $ 0.4 million allocated to the right-of-use asset.
+Added: Approximately $ 2.2 million of the
+Added: impairment loss was allocated to the leasehold improvements, with the remaining $ 0.4 million allocated to the right-of-use asset.
+Added: In February 2025, the Company terminated the lease of its Plantation Street Facility.
+Added: The remaining lease liability of approximately $ 0.8 million was reversed, and the remaining leasehold improvements of approximately $ 0.3 million and right of use assets of approximately $ 0.1 million were written off, resulting in a net gain of $ 0.4 million recorded in research and development expense in the Statements of Operations.
+Added: In conjunction with the termination of the lease, the Company also completed the sale of the remaining equipment for approximately $ 1.2 million, which had been classified as held for sale on the Balance Sheet at December 31, 2024.
Note 6 - Accounts Payable and Accrued Expenses
7 unchanged sentences
Note 7 - Commitments and Contingencies
−Removed: On June 14, 2022, the Company entered into a sublease agreement with The Paul Revere Life Insurance Company.
−Removed: Pursuant to the terms of the sublease lease agreement, the Company agreed to lease 26,503 square feet, located at 1 Mercantile Street, Worcester, MA (the “Mercantile Street Facility”), through January 2030.
−Removed: The Company recorded a right of use asset and related operating lease liability of $ 2.2 million on the Balance Sheet at the lease inception.
−Removed: On July 18, 2023, the Company executed, with a retroactive Effective Date of June 15, 2023, a Third Amendment to Sublease (the “Third Amendment”), with the Paul Revere Life Insurance Company, pursuant to which the Company relocated from the 26,503 square feet of rentable space on the fourth floor of the Mercantile Center to 11,916 square feet of rentable space on the second floor of the Mercantile Center.
−Removed: As a result of the modification, the Company recorded an adjustment to its right of use asset and related operating lease liability of $ 1.0 million and $ 1.2 million, respectively, and $ 0.2 million gain on the modification of the sublease, which is recorded in Other Income in the Statements of Operations.
−Removed: On June 28, 2024, the Company terminated the lease of its Mercantile Street Facility for a termination fee of $ 40,000 .
−Removed: On October 27, 2017, the Company entered into a lease agreement with WCS - 377 Plantation Street, Inc., a Massachusetts nonprofit corporation.
−Removed: Pursuant to the terms of the lease agreement, the Company agreed to lease 27,043 square feet from the landlord, located at 377 Plantation Street in Worcester, MA (the “Plantation Street Facility”), through November 2026, subject to additional extensions at the Company’s option (see Note 13).
−Removed: Base rent, net of abatements of $ 0.6 million over the lease term, totals approximately $ 3.6 million, on a triple-net basis.
−Removed: The terms of the lease also require that the Company post an initial security deposit of $ 0.8 million, in the form of $ 0.5 million letter of credit and $ 0.3 million in cash, which increased to $ 1.3 million ($ 1.0 million letter of credit, $ 0.3 million in cash) on November 1, 2019.
−Removed: After the fifth lease year, the letter of credit obligation is subject to reduction.
−Removed: As of December 31, 2024, the letter of credit was cancelled.
−Removed: The Company leases office space under an agreement classified as an operating lease that expires in October 2026.
−Removed: The Company’s lease liabilities result from the lease of its Plantation Street Facility in Massachusetts, which expires in 2026.
−Removed: Such leases do not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees.
−Removed: Certain of the Company’s leases include renewal options and escalation clauses;
−Removed: renewal options have not been included in the calculation of the lease liabilities and right of use assets as the Company is not reasonably certain to exercise the options.
−Removed: The Company does not act as a lessor or have any leases classified as financing leases.
−Removed: During the second quarter of fiscal year 2024, the Company identified triggering events that required an impairment of the asset group consisting of the right-of-use asset and associated leasehold improvements.
−Removed: The assessment concluded that impairment existed, and the impairment loss was allocated to the leasehold improvements and right-of-use assets based on the relative carrying amounts of the assets (see Note 6).
−Removed: At December 31, 2024, the Company had operating lease liabilities of $ 0.9 million and right of use assets of $ 0.1 million, which were included in the Balance Sheet.
+Added: On February 7, 2025, the Company entered into the First Amendment to the Lease Agreement with WCS – 377 Plantation Street, Inc.
+Added: (the “Landlord”), pursuant to which the Company’s lease of its Plantation Street Facility was terminated.
+Added: Following the termination of the lease, the Company is no longer party to any leases for office space or equipment.
+Added: Upon termination of the lease, the Company moved its headquarters to 95 Sawyer Road, Suite 110, Waltham, MA, which is office space leased by Fortress.
+Added: Fortress allocates a small portion of its rent and office related costs to the Company on a monthly basis which is recorded in general and administrative expenses in the Statements of Operations.
+Added: Upon termination of the lease, the Company wrote off the remaining right of use assets, operating lease liabilities, and associated leasehold improvements and recorded a net gain of approximately $ 0.4 million in research and development expenses in the Statements of Operations.
+Added: As of December 31, 2025, the Company had no operating lease liabilities or right of use assets.
At December 31, 2024, the Company had operating lease liabilities of $ 0.9 million and right of use assets of $ 0.1 million, which were included in the Balance Sheet.
−Removed: The following summarizes quantitative information about the Company’s operating leases:
+Added: The following summarizes quantitative information about the Company’s operating leases, which were terminated in February 2025, and the nominal rent allocation from Fortress:
For the Year Ended
4 unchanged sentences
($ in thousands)
−Removed: Operating cash flows from operating leases
−Removed: Gain on lease modification
+Added: Operating cash outflows from operating leases
+Added: Gain on lease termination
Weighted-average remaining lease term – operating leases
Weighted-average discount rate – operating leases
−Removed: Maturities of our operating leases, excluding short-term leases, are as follows:
−Removed: ($ in thousands)
−Removed: Future Lease Liability
−Removed: Year ended December 31, 2025
−Removed: Year ended December 31, 2026
−Removed: Less present value discount
−Removed: Operating lease liabilities
−Removed: Note 9 – Notes Payable
−Removed: On April 11, 2023, the Company’s long-term debt facility (the “Term Loan”) with Runway Growth Finance Corp.
−Removed: (“Runway”), originally entered into on March 4, 2022, was terminated upon receipt by Runway of a payoff amount of $ 30.4 million from the Company comprised of principal, interest and the applicable final payment amount.
−Removed: The loss on extinguishment of $ 2.8 million was recorded in interest expense in the Statements of Operations.
−Removed: For the years December 31, 2024, and 2023, the Company recorded the following components in interest expense:
−Removed: For the year ended December 31,
−Removed: ($ in thousands)
−Removed: Interest expense
−Removed: Amortization of debt discount
−Removed: Loss on extinguishment
−Removed: Total interest expense
Note 8 - Stockholders’ Equity
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The fair value of the Company’s common shares approximated par value as no licenses had been transferred at that time.
−Removed: In July 2016, the Class B Common Stock held by Fortress was exchanged for Class A Preferred Stock, and the Company amended and restated its Certificate of Incorporation to eliminate the Class B Common Stock and authorized a
−Removed: new series of Class A Preferred Stock.
+Added: In July 2016, the Class B Common Stock held by Fortress was exchanged for Class A Preferred Stock, and the Company amended and restated its Certificate of Incorporation to eliminate the Class B Common Stock and authorized a new series of Class A Preferred Stock.
Dividends, if and when declared, are to be distributed pro-rata to the Class A Common Stock, Common Stock and Class A Preferred Common Stock.
1 unchanged sentence
The holders of Class A Common Stock are entitled to the number of votes equal to the number of whole shares of Common Stock into which the shares of Class A Common Stock held by such holder are convertible and for a period of ten years from its issuance, the holders of the Class A Common Stock have the right to appoint one member of the board of directors of Mustang.
−Removed: to date, the holders of Class A Common Stock have not yet appointed such director.
+Added: In March 2025, the right expired, and the holders of Class A Common Stock had not appointed such director.
At-the-Market Offering of Common Stock
−Removed: In July 2018, the Company entered into an At-the-Market Issuance Sales Agreement (the “Mustang ATM”) with B.
−Removed: Riley Securities, Inc.
−Removed: Riley FBR, Inc.), Cantor Fitzgerald & Co., National Securities Corporation (now B.
−Removed: Riley FBR, Inc.), and Oppenheimer & Co.
−Removed: (each an “Agent” and collectively, the “Agents”), relating to the sale of shares of common stock pursuant to a registration statement on Form S-3 (File No.
−Removed: Under the Mustang ATM, the Company pays the Agents a commission rate of up to 3.0 % of the gross proceeds from the sale of any shares of common stock.
−Removed: On December 31, 2020, the Mustang ATM was amended to add H.C.
−Removed: Wainwright & Co., LLC (“Wainwright”) as an Agent.
−Removed: On April 14, 2023, the Mustang ATM was amended to add the limitations imposed by General Instruction I.B.6 to Form S-3 and remove Oppenheimer & Co., Inc.
−Removed: On May 31, 2024, the Company delivered notice to the Agents to terminate the Mustang ATM, which was effective June 5, 2024.
On May 31, 2024, the Company entered into an At-the-Market Offering Agreement (the “Offering Agreement”) with Wainwright (the “Manager”) under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock through or to the Manager pursuant to the 2024 S-3.
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During the year ended December 31, 2025, the Company issued approximately 54,000 shares of common stock at an average price of $ 11.55 per share for gross proceeds of $ 0.6 million under the Mustang ATM Agreement.
+Added: In connection
+Added: with these sales, the Company paid aggregate fees of approximately $ 27,000 for net proceeds of approximately $ 0.6 million.
+Added: During the year ended December 31, 2024, the Company issued approximately 140,000 shares of common stock at an average price of $ 18.78 per share for gross proceeds of $ 2.6 million under the ATM Agreement.
In connection with these sales, the Company paid aggregate fees of approximately $ 0.1 million for net proceeds of approximately $ 2.5 million.
−Removed: During the year ended December 31, 2023, the Company issued approximately 1,034 shares of common stock at an average price of $ 158.07 per share for gross proceeds of $ 163,000 under the ATM Agreement.
−Removed: In connection with these sales, the Company paid aggregate fees of approximately $ 3,000 for net proceeds of approximately $ 160,000 .
Pursuant to the Founders Agreement, the Company issued 1,361 shares of common stock to Fortress at a weighted average price of $ 11.55 per share for the year ended December 31, 2025.
−Removed: For the year ended December 31, 2023, the Company did not issue any shares of its common stock to Fortress, and recorded the value of 25 shares issuable to Fortress in connection with the Mustang ATM.
+Added: For the year ended December 31, 2024, the Company issued 3,509 shares of common stock to Fortress at a weighted average price of $ 18.78 per share for the year ended December 31, 2024.
+Added: February 2025 Equity Offering
+Added: On February 5, 2025, the Company commenced a best efforts public offering (the “February 2025 Equity Offering”) of an aggregate of (i) 495,000 shares (the “Shares”) of its common stock, par value $ 0.0001 per share, (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 2,162,807 shares of common stock (the “Pre-Funded Warrant Shares”), (iii) Series C-1 warrants (the “Series C-1 Warrants”) to purchase up to an aggregate of 2,657,807 shares of common stock (the “Series C-1 Warrant Shares”), and (iv) Series C-2 warrants (the “Series C-2 Warrants,” and together with the Series C-1 Warrants, the “Warrants”) to purchase up to an aggregate of 2,657,807 shares of common stock (the “Series C-2 Warrant Shares,” and together with the Series C-1 Warrant Shares, the “Warrant Shares”).
+Added: Each Share or Pre-Funded Warrant was sold together with one Series C-1 Warrant to purchase one share of common stock and one Series C-2 Warrant to purchase one share of common stock.
+Added: The combined public offering price for each Share and accompanying Warrants was $ 3.01 , and the combined public offering price for each Pre-Funded Warrant and accompanying Warrant was $ 3.0099 .
+Added: The Pre-Funded Warrants had an exercise price of $ 0.0001 per share, were exercisable immediately upon issuance and expired when exercised in full.
+Added: Each Warrant has an exercise price of $ 3.01 per share and became exercisable beginning on the effective date of stockholder approval of the issuance of the Warrant Shares (the “Warrant Stockholder Approval”), which was obtained on March 23, 2025.
+Added: The Series C-1 Warrants expire five years from the Warrant Stockholder Approval and the Series C-2 Warrants expire twenty-four months from the Warrant Stockholder Approval.
+Added: The net proceeds of the February 2025 Equity Offering, after deducting the fees and expenses of the Placement Agent (as defined below), described in more detail below, and other offering expenses payable by the Company, but excluding the net proceeds, if any, from the exercise of the Warrants, were approximately $ 6.8 million.
+Added: The February 2025 Equity Offering closed on February 10, 2025.
+Added: In July 2025, the remaining approximately 0.5 million of the Pre-Funded Warrants and approximately 2.4 million of the Series C-2 Warrants were exercised.
+Added: In connection with these exercises, the Company received approximately $ 7.1 million in proceeds and issued approximately 2.9 million shares of its common stock.
+Added: As of December 31, 2025, all of the Series C-1 Warrants and 284,452 of the Series C-2 Warrants remain outstanding.
+Added: Pursuant to an Engagement Letter (the “Engagement Letter”) with H.C.
+Added: Wainwright & Co., LLC (“Wainwright” or the “Placement Agent”), the Company agreed to pay the Placement Agent in connection with the February 2025 Equity Offering (i) a cash fee equal to 7.0 % of the aggregate gross proceeds raised in the February 2025 Equity Offering, (ii) a management fee equal to 1.0 % of the aggregate gross proceeds raised in the February 2025 Equity Offering, (iii) up to $ 100,000 for fees and expenses of the Placement Agent’s counsel and other out of pocket expenses, (iv) a non-accountable expense allowance of $ 25,000 , (v) up to $ 3,500 for road show expenses, and (vi) $ 15,950 for the clearing expenses.
+Added: Also pursuant to the Engagement Letter, the Company, in connection with the February 2025 Equity Offering, agreed to issue to the Placement Agent or its designees warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 159,468 shares of common stock (the “Placement Agent Warrant Shares”) (which represented 6.0 % of the Shares and Pre-Funded Warrants sold in the February 2025 Equity Offering).
+Added: The Placement Agent Warrants became exercisable beginning on the effective date of the Warrant Stockholder Approval, have an exercise price of $ 3.7625 ( 125 % of the combined public offering price per share of common stock and accompanying Warrants) and will terminate on the five-year anniversary of commencement of sales in the Offering.
May 2024 Equity Offering
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Each share of common stock or May 2024 Pre-Funded Warrant was sold together with one Series A-1 Warrant to purchase one share of common stock, one Series A-2 Warrant to purchase one share of common stock, and one Series A-3 Warrant to purchase one share of common stock.
−Removed: The public offering price for each share of common stock and accompanying Warrants was $ 11.85 , and
−Removed: the public offering price for each May 2024 Pre-Funded Warrant and accompanying Warrants was $ 11.845 .
+Added: The public offering price for each share of common stock and accompanying Warrants was $ 11.85 , and the public offering price for each May 2024 Pre-Funded Warrant and accompanying Warrants was $ 11.845 .
The May 2024 Pre-Funded Warrants have an exercise price of $ 0.005 per share, were exercisable immediately and will expire when exercised in full.
−Removed: Each Warrant has an exercise price of $ 11.85 per share, will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the Warrants (the “Warrant Stockholder Approval”).
+Added: Each Warrant has an exercise price of $ 11.85 per share, will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the Warrants (the “Warrant Stockholder Approval”), which was obtained on July 30, 2024.
The Series A-1 Warrant will expire on the five-year anniversary of the Warrant Stockholder Approval.
19 unchanged sentences
Wainwright acted as the exclusive placement agent in connection with the Offerings under an Engagement Letter, dated as of June 18, 2024, between us and Wainwright (the “Engagement Letter”).
−Removed: Pursuant to the Engagement Letter, the
−Removed: Company issued to Wainwright (or its designees) warrants to purchase up to 7,355 shares of common stock (the “Wainwright Warrants” and, together with the Private Placement Warrants, the “2024 Warrants”).
+Added: Pursuant to the Engagement Letter, the Company issued to Wainwright (or its designees) warrants to purchase up to 7,355 shares of common stock (the “Wainwright Warrants” and, together with the Private Placement Warrants, the “2024 Warrants”).
The Wainwright Warrants have substantially the same terms as the Private Placement Warrants, except that the Wainwright Warrants will expire five years from the commencement of the sales of the Offerings and have an exercise price of $ 25.625 per share (subject to customary adjustment as set forth in the Wainwright Warrants), representing 125 % of the purchase price per share of common stock in the Registered Direct Offering.
2 unchanged sentences
Pursuant to the Inducement Letter, the Holder agreed to exercise for cash the Series A-3 warrants at the exercise price of $ 11.85 per share in exchange for our agreement to issue in a private placement new Series B Common Stock purchase warrants to purchase up to (i) 337,552 shares of common stock (the “New Series B-1 Warrant Shares”) and (ii) 337,552 shares of common stock (the “New Series B-2 Warrant Shares” and collectively, the “New Warrants”).
−Removed: Each Warrant has an exercise price of $ 13.50 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the Warrants (the “Warrant Stockholder Approval”).
+Added: Each Warrant has an exercise price of $ 13.50 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the Warrants (the “Warrant Stockholder Approval”), which was obtained on February 11, 2025 .
The New Series B-1 Warrant will expire on the five-year anniversary of the Warrant Stockholder Approval.
8 unchanged sentences
Registration Statements
−Removed: On April 23, 2021, the Company filed a shelf registration statement on Form S-3 (File No.
−Removed: 333-255476) (the “2021 S-3”), which was declared effective on May 24, 2021.
−Removed: Under the 2021 S-3, the Company was able to sell up to a total of $ 200.0 million of its securities.
−Removed: The 2021 S-3 expired on May 24, 2024.
−Removed: The Company sold approximately $ 4.4 million of securities under the 2021 S-3.
On May 31, 2024, the Company filed a shelf registration statement on Form S-3 (File No.
13 unchanged sentences
Outstanding as of December 31, 2024
+Added: ( 4,536,162 )
Outstanding as of December 31, 2025
Upon the exercise of warrants, the Company will issue new shares of common stock.
−Removed: In connection with the Company’s Registered Direct Offering on October 26, 2023, the Company issued pre-funded warrants to purchase up to 33,364 shares of common stock, and in a concurrent private placement, the Company issued unregistered warrants to purchase up to 51,764 shares of common stock, and the resale of the underlying shares of common stock were subsequently registered in April 2024 on Form S-1 (File No.
−Removed: In connection with these offerings, Wainwright received Placement Agent Warrants to purchase up to 3,104 shares of common stock.
−Removed: In connection with the Public Offering the Company completed in May 2024, the 51,764 unregistered warrants were repriced from the original exercise price of $ 79.00 per share to $ 11.85 per share.
+Added: In connection with the February 2025 Equity Offering on February 10, 2025, the Company issued Pre-Funded Warrants to purchase up to 2,162,807 shares of common stock and issued two series of warrants to purchase up to 5,315,614 shares of common stock.
+Added: In connection with this offering, Wainwright received Placement Agent Warrants to purchase up to 159,468 shares of common stock.
+Added: During the year ended December 31, 2025, all of the Pre-Funded Warrants were exercised at an exercise price of $ 0.0001 per share and 2,373,355 of the Series C-2 Warrants were exercised at an exercise price of $ 3.01 per share.
In connection with the May 2024 Offering, the Company issued pre-funded warrants to purchase up to 314,352 shares of common stock and issued three series of warrants (the “Series A-1,” “Series A-2,” and “Series A-3”) to purchase up to 1,012,656 shares of common stock.
In connection with these offerings, Wainwright received Placement Agent Warrants to purchase up to 20,251 shares of common stock.
−Removed: In connection with the Registered Direct Offering, the Company issued pre-funded warrants to purchase up to 62,100 shares of common stock, and in the concurrent Private Placement, the Company issued unregistered warrants to purchase up to 122,600 shares of common stock.
+Added: In connection with the June 2024 Registered Direct Offering, the Company issued pre-funded warrants to purchase up to 62,100 shares of common stock, and in the concurrent Private Placement, the Company issued unregistered warrants to purchase up to 122,600 shares of common stock.
The resale of the underlying shares of common stock were subsequently registered in July 2024 on Form S-1 (File No.
2 unchanged sentences
Upon exercise of the Series A-3 warrants, the Company issued to the holder 82,000 of the 337,552 shares of common stock.
−Removed: Due to beneficial ownership limitation provisions in the inducement letter agreement, the remaining 255,552 shares were initially unissued and held in abeyance for the benefit of the holder until notice from the holder that the shares may be issued in compliance with the agreement.
+Added: Due to beneficial ownership limitation provisions in the inducement letter agreement, the remaining 255,552 shares
+Added: were initially unissued and held in abeyance for the benefit of the holder until notice from the holder that the shares may be issued in compliance with the agreement.
As of December 31, 2024, 185,880 shares remained in abeyance.
10 unchanged sentences
Expected volatility
−Removed: As of December 31, 2024, all of the pre-funded warrants have been exercised.
Equity Incentive Plan
The Company has in effect the 2016 Incentive Plan (the “Incentive Plan”).
−Removed: The Incentive Plan was adopted in 2016 by our stockholders and the compensation committee of the Company’s board of directors and is authorized to grant stock-based awards to directors, officers, employees and consultants.
−Removed: The plan initially authorized grants to issue up to 2,666 shares of authorized but unissued common stock and expires 10 years from adoption and limits the term of each option to no more than 10 years from the date of grant.
+Added: The Incentive Plan was adopted in 2016 and enables the grant of stock-based awards to directors, officers, employees and consultants.
+Added: The plan initially authorized grants with respect to 2,666 shares of common stock and expires 10 years from adoption and limits the term of each option to no more than 10 years from the date of grant.
In June 2018, the Company’s stockholders approved an amendment to the Incentive Plan to increase the number of authorized shares issuable by 4,000 shares, for a total of 6,666 shares.
1 unchanged sentence
In June 2022, the Company’s stockholders approved an amendment to the Incentive Plan to increase the number of authorized shares issuable by 4,000 shares, for a total of 14,666 shares.
−Removed: As of December 31, 2024, 6,946 shares are available for issuance of stock-based awards under the Incentive Plan.
+Added: In December 2025, the Company’s stockholders approved an amendment to the Incentive Plan to increase the number of authorized shares issuable by 2,500,000 shares, for a total of 2,514,666 shares.
+Added: As of December 31, 2025, 2,506,958 shares are available for issuance under the Incentive Plan.
Stock Options
20 unchanged sentences
Nonvested at December 31, 2025
−Removed: As of December 31, 2024, the Company had unrecognized stock-based compensation expense related to restricted stock of $ 0.2 million, which is expected to be recognized over a weighted average period of approximately 1.1 years.
+Added: As of December 31, 2025, the Company had unrecognized stock-based compensation expense related to restricted stock of approximately $ 42,000 , which is expected to be recognized over a weighted average period of approximately 0.5 years.
Restricted Stock Units
6 unchanged sentences
Nonvested at December 31, 2025
−Removed: As of December 31, 2024, the Company had unrecognized stock-based compensation expense related to restricted stock units of approximately $ 25,000 , which is expected to be recognized over a weighted average period of approximately 1.5 years.
+Added: As of December 31, 2025, the Company had unrecognized stock-based compensation expense related to restricted stock units of approximately $ 4,000 , which is expected to be recognized over a weighted average period of approximately one year .
The following table summarizes stock-based compensation expense for the years ended December 31, 2025 and 2024 (in thousands).
5 unchanged sentences
In connection with our Employee Stock Purchase Plan (“ESPP”), eligible employees of Mustang and Fortress can purchase the Company’s Common Stock at the end of a predetermined offering period at 85 % of the lower of the fair market value at the beginning or end of the offering period.
+Added: In December 2025, the Company’s stockholders approved an amendment to the ESPP to increase the number of shares issuable by 250,000 shares.
As of December 31, 2025, 2,762 shares have been purchased, and 256,571 shares are available for future sale under the Company’s ESPP.
1 unchanged sentence
The Company has accumulated net losses since inception and has not recorded an income tax provision or benefit during the years ended December 31, 2025 and 2024.
+Added: The Company adopted ASU 2023-09, Income Taxes (Topic 740):
+Added: Improvements to Income Tax Disclosures , on a prospective basis.
+Added: As a result, the 2025 rate reconciliation is presented in accordance with the new disclosure requirements, while the 2024 reconciliation continues to be presented under the disclosure requirements in effect for that period.
+Added: A reconciliation of income tax computed at the federal statutory rate to the provision for income taxes pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025, was as follows:
+Added: For the year ended December 31,
+Added: ($ in thousands)
+Added: federal statutory tax rate
+Added: State and local income taxes, net of federal income tax effect (1)
+Added: Change in valuation allowance
+Added: Non-deductible items:
+Added: Share-based compensation
+Added: Non-deductible compensation
+Added: Stock issuance costs
+Added: Other adjustments:
+Added: Federal net operating loss
+Added: Other true-ups
+Added: Provision for income taxes and effective income tax rate
+Added: (1) During the year ended December 31, 2025, state taxes in Massachusetts, New York and New York City comprised greater than 50% of the tax effect in this category.
A reconciliation of the statutory U.S.
−Removed: federal rate to the Company’s effective tax rate is as follows:
+Added: federal rate to the Company’s effective tax rate for the year ended December 31, 2024, was as follows:
For the year ended December 31,
18 unchanged sentences
valuation allowance
−Removed: Net deferred tax assets
−Removed: Deferred tax liabilities:
+Added: Deferred tax assets, net
+Added: Deferred tax liability:
Right of use asset
6 unchanged sentences
Under the provisions of Section 382 of the Internal Revenue Code, a corporation that undergoes an “ownership change”, as defined therein, is subject to limitations on its use of pre-change NOLs and income tax credits carryforwards to offset future tax liabilities.
−Removed: Certain tax attributes may be subject to an annual limitation as a result of the
−Removed: Company’s January 2017 capital raise, as it appears to constitute an ownership change under Section 382.
+Added: Certain tax attributes may be subject to an annual limitation as a result of the Company’s January 2017 capital raise, as it appears to constitute an ownership change under Section 382.
Additionally, under Section 382, annual use of the Company’s net operating loss carryforwards to offset taxable income may be limited based on cumulative changes in ownership.
1 unchanged sentence
The Company has no income tax effect due to the recognition of a full valuation allowance on all of its deferred tax assets as it believes that it is more likely than not that the deferred tax assets will not be realized regardless of whether an “ownership change” has occurred.
−Removed: There are no significant items determined to be unrecognized tax benefits taken or expected to be taken in a tax return, in accordance with ASC 740 “Income Taxes” (“ASC 740”), which clarifies the accounting for uncertainty in income taxes recognized in the financial statements, that have been recorded on the Company’s financial statements for the periods ended December 31, 2024 and 2023.
−Removed: The Company does not anticipate a material change to unrecognized tax benefits in the next twelve months.
−Removed: Additionally, ASC 740 provides guidance on the recognition of interest and penalties related to income taxes.
−Removed: There were no interest or penalties related to income taxes that have been accrued or recognized as of and for the periods ended December 31, 2024 and 2023.
+Added: At December 31, 2025 and December 31, 2024, the Company did not have any significant uncertain tax positions.
+Added: The Company will recognize interest and penalties related to uncertain tax positions in income tax expense.
+Added: As of December 31, 2025 and 2024, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statement of operations.
The Company is subject to U.S.
federal and various state taxes.
−Removed: As of December 31, 2024, the earliest federal tax year open for the assessment of income taxes under the applicable statutes of limitations is its 2021 tax year.
−Removed: Beginning with the 2022 tax year, the Company is required to capitalize research and development expenses for tax purposes as defined under Internal Revenue Code Section 174.
−Removed: For expenses that are incurred for research and development in the U.S., the amounts will be amortized over 5 years , and for expenses that are incurred for research and development outside the U.S., the amounts will be amortized over 15 years .
−Removed: As a result of Section 174 capitalization, the Company recognized a deferred tax asset of $ 24.4 million.
−Removed: In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law on March 27, 2020.
−Removed: The CARES Act, among other things, includes tax provisions relating to refundable payroll tax credits, deferment of employer's social security payments, net operating loss utilization and carryback periods and modifications to the net interest deduction limitations.
−Removed: The CARES Act did not have a material impact on the Company’s income tax provision for 2024 and 2023.
−Removed: The Company will continue to evaluate the impact of the CARES Act on its financial position, results of operations and cash flows.
−Removed: On December 27, 2020, the Consolidated Appropriations Act, 2021 (“Consolidated Appropriations Act”) was signed into law.
−Removed: The Consolidated Appropriations Act is intended to enhance and expand certain provisions of the CARES Act, allows for the deductions of expenses related to the Payroll Protection Program funds received by companies, and provides an update to meals and entertainment expensing for 2021.
−Removed: The Consolidated Appropriations Act did not have a material impact on the Company’s income tax provision for 2024 and 2023.
−Removed: Note 12 – Segment Information
−Removed: Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources in assessing performance.
−Removed: The Company views its operations and manages its business in one reportable segment, which reflects the research and development of potential cures for difficult-to-treat cancers and autoimmune diseases.
−Removed: The Company’s chief operating decision maker (“CODM”) is the chief executive officer.
−Removed: The primary financial measure by which the CODM evaluates the business is net loss.
−Removed: The CODM uses net loss to monitor budget versus actual results to assess performance of the segment.
−Removed: The table below summarizes the significant segment expenses reported to the CODM for the years ended December 31, 2024 and 2023:
−Removed: For the year ended December 31,
−Removed: Operating expenses:
−Removed: MB-106 program costs
−Removed: MB-109 program costs
−Removed: All other program costs
−Removed: Research and development - stock-based compensation
−Removed: Research and development - other costs (1)
−Removed: Research and development - licenses acquired
−Removed: General and administrative - stock-based compensation
−Removed: General and administrative - other costs (2)
−Removed: Segment operating loss
−Removed: Reconciliation to net loss
−Removed: Asset impairment
−Removed: Gain on sale of property and equipment
−Removed: Other income (expense), net
−Removed: Interest income (expense), net
−Removed: (1) Includes expenses primarily related to the repurchase of equipment from uBriGene and termination of existing manufacturing and service agreements with uBriGene, lab supplies and software licenses and subscriptions.
−Removed: (2) Includes expenses primarily related to outside service costs, business insurance and board of director fees.
−Removed: Note 13 – Subsequent Events
−Removed: Reverse stock split
−Removed: On January 15, 2025, the Company filed the Reverse Split Amendment to its Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effect the Reverse Stock Split.
−Removed: The Company’s stockholders previously approved the Reverse Stock Split within a range of between 1-for-10 and 1-for-50 , with the final ratio to be determined by the board of directors of the Company (the “Board”).
−Removed: On January 6, 2025, the Board selected a final ratio of 1-for-50 .
−Removed: As a result of the Reverse Stock Split, every 50 shares of the Company’s pre-Reverse Stock Split common stock were combined and reclassified as one share of common stock.
−Removed: Proportionate voting rights and other rights of common stockholders were not affected by the Reverse Stock Split, other than as a result of the payment in lieu of issuance of fractional shares.
−Removed: No fractional shares were issued in connection with the Reverse Stock Split.
−Removed: Stockholders who would otherwise hold a fractional share of common stock received (upon surrender to the exchange agent of certificates representing such shares), a cash payment in lieu thereof, without interest or deduction, rounded to the nearest cent, in an amount equal to the product obtained by multiplying (a) the closing price per share of the Company’s common stock as reported on the Nasdaq Capital Market as of the effective date of the Reverse Stock Split, by (b) the fraction of one share owned by the stockholder.
−Removed: The Reverse Stock Split became effective on January 15, 2025, and the common stock was quoted on the Nasdaq Capital Market on a post-Reverse Stock Split basis at the open of business on January 16, 2025.
−Removed: The Company’s post-Reverse Stock Split common stock has a new CUSIP number, 62818Q302, but the par value and other terms of the common stock were not affected by the Reverse Stock Split.
−Removed: February 2025 Public Offering
−Removed: On February 5, 2025, the Company commenced a best efforts public offering (the “Offering”) of an aggregate of (i) 495,000 shares (the “Shares”) of its common stock, par value $ 0.0001 per share, (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 2,162,807 shares of common stock (the “Pre-Funded Warrant Shares”), (iii) Series C-1 warrants (the “Series C-1 Warrants”) to purchase up to an aggregate of 2,657,807 shares of common stock (the “Series C-1 Warrant Shares”), and (iv) Series C-2 warrants (the “Series C-2 Warrants,” and together with the Series C-1 Warrants, the “Warrants”) to purchase up to an aggregate of 2,657,807 shares of common stock (the “Series C-2 Warrant Shares,” and together with the Series C-1 Warrant Shares, the “Warrant Shares”).
−Removed: Each Share or Pre-Funded Warrant was sold together with one Series C-1 Warrant to purchase one share of common stock and one Series C-2 Warrant to purchase one share of common stock.
−Removed: The combined public offering price for each Share and accompanying Warrants was $ 3.01 , and the combined public offering price for each Pre-Funded Warrant and accompanying Warrants was $ 3.0099 .
−Removed: The Pre-Funded Warrants have an exercise price of $ 0.0001 per share, are exercisable immediately upon issuance and will expire when exercised in full.
−Removed: Each Warrant has an exercise price of $ 3.01 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the Warrant Shares (the “Warrant Stockholder Approval”).
−Removed: The Series C-1 warrants will expire five years from the Warrant Stockholder Approval and the Series C-2 warrants will expire twenty-four months from the Warrant Stockholder Approval.
−Removed: The net proceeds of the Offering, after deducting the fees and expenses of the Placement Agent (as defined below), described in more detail below, and other offering expenses payable by the Company, but excluding the net proceeds, if any, from the exercise of the Warrants, is approximately $ 6.9 million.
−Removed: The Offering closed on February 10, 2025.
−Removed: Pursuant to an Engagement Letter (the “Engagement Letter”) with Wainwright (the “Placement Agent”), the Company agreed to pay the Placement Agent in connection with the Offering (i) a cash fee equal to 7.0 % of the aggregate gross proceeds raised in the Offering, (ii) a management fee equal to 1.0 % of the aggregate gross proceeds raised in the Offering, (iii) up to $ 100,000 for fees and expenses of the Placement Agent’s counsel and other out of pocket expenses, (iv) a non-accountable expense allowance of $ 25,000 , (v) up to $ 3,500 for road show expenses, and (vi) $ 15,950 for the clearing expenses.
−Removed: Also pursuant to the Engagement Letter, the Company, in connection with the Offering, agreed to issue to the Placement Agent or its designees warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 159,468 shares of common stock (the “Placement Agent Warrant Shares”) (which represents 6.0 % of the Shares and Pre-Funded Warrants sold in the Offering).
−Removed: The Placement Agent Warrants will become exercisable beginning on the effective date of the Warrant Stockholder Approval, have an exercise price of $ 3.7625 ( 125 % of the combined public offering price per share of common stock and accompanying Warrants) and will terminate on the five-year anniversary of commencement of sales in the Offering.
−Removed: Termination of lease and sale of equipment
−Removed: On February 10, 2025, the Company entered into a Bill of Sale and Surrender Agreement (the “Sale/Surrender Agreement”), effective as of January 31, 2025 (the “Effective Date”), with AbbVie Bioresearch Center Inc., a Delaware corporation (“AbbVie”).
−Removed: The Company was the tenant in the leased premises located at 377 Plantation Street, Worcester, Massachusetts (the “Premises”) under a Lease Agreement, dated as of October 27, 2017 (the “Lease”) with WCS - 377 Plantation Street, Inc., a Massachusetts nonprofit corporation (the “Landlord”).
−Removed: In connection with the entrance into the Sale/Surrender Agreement, the Company also entered into an Escrow Agreement, dated February 10, 2025 (the “Escrow Agreement”), with Bowditch & Dewey, LLP, as escrow agent (the “Escrow Agent”), pursuant to which the Escrow Agent would disburse the Purchase Price (defined herein) pursuant to the terms of the Escrow Agreement.
−Removed: Pursuant to the terms of the Sale/Surrender Agreement, AbbVie agreed to purchase from the Company, and the Company agreed to sell and convey to AbbVie, certain furniture, fixtures and equipment (“FF&E”), which the Company classified as held for sale as of December 31, 2024, located in the Premises and other items as set forth in the Sale/Surrender Agreement for a purchase price of $ 1.0 million (the “Purchase Price”).
−Removed: AbbVie also agreed to lease the Premises from the Landlord following the termination of the Lease pursuant to a First Amendment to Lease Agreement (the “Amendment”), dated as of February 7, 2025.
−Removed: The closing of the transactions described above occurred on February 21, 2025 (the “Closing”), with AbbVie’s issuance of an Acceptance Notice (as defined in the Sale/Surrender Agreement) to the Company stating that a Sufficient Percentage (as defined in the Sale/Surrender Agreement) of the FF&E items listed in the Sale/Surrender Agreement are present in the Premises and functional for their intended purpose without the need for repair or replacement.
−Removed: On February 25, 2025, as a result of the issuance of the Acceptance Notice, pursuant to the terms of the Escrow Agreement, the Escrow Agent released the Purchase Price to the Company.
−Removed: Nasdaq Continued Listing Requirements
−Removed: On May 16, 2024, the Company was notified by the Staff of the Listings Qualification Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company’s closing bid price was below $1.00 per share for 30 consecutive business days, and that, therefore, the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”), which is the minimum bid price requirement for continued listing on the Nasdaq Capital Market.
−Removed: Under a decision by the Nasdaq Hearings Panel (the “Panel”), the Company was provided until January 31, 2025, to satisfy the Bid Price Rule for at least 10 consecutive trading days.
−Removed: The Company effected a 1-for-50 reverse stock split on January 15, 2025, which was intended to bring the Company into compliance with Nasdaq’s Bid Price Rule.
−Removed: On February 10, 2025, the Company was notified by the Staff that it had regained compliance with the Bid Price Rule.
−Removed: On March 13, 2024, the Company was notified by the Staff that the Company was not in compliance with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”) for continued listing on the Nasdaq Capital Market.
−Removed: Under a decision by the Panel, the Company was provided until February 18, 2025, to evidence compliance with the Equity Rule.
−Removed: The Company completed a best-efforts public offering for net proceeds of approximately $ 6.9 million, which closed on February 10, 2025.
−Removed: Following the closing, the Company provided an updated forecast to the Panel evidencing compliance with the Equity Rule.
−Removed: On February 26, 2025, the Company was notified by the Staff that it had regained compliance with the Equity Rule and is subject to mandatory monitoring by the Panel for one year.
+Added: Because of net operating losses, all federal tax years since inception remain open for the assessment of income taxes.
+Added: The expiration of the statute of limitations related to the various state income and franchise tax returns varies by state.
+Added: On July 4, 2025, President Donald J.
+Added: Trump signed the “One Big Beautiful Bill Act” (OBBBA) into law.
+Added: Key corporate tax provisions include the restoration of 100% bonus depreciation, immediate expensing for domestic research and experimental expenditures, changes to interest limitation rules, and expanded aggregation requirements for compensation
+Added: deductibility limits.
+Added: In accordance with ASC 740, the Company recognized the effects of the new tax law in the period enacted.
+Added: As a result, the Company immediately expensed current-year domestic research and experimental expenditures and elected to continue amortizing its existing domestic capitalized research and experimental expenditures over their remaining useful lives.
+Added: Due to the Company having a full valuation allowance, there were no impacts to the effective tax rate.
+Added: Under ASC 2023-09, entities must disclose income taxes paid (net of refunds received), disaggregated between federal and state.
+Added: This also requires disclosing income taxes paid (net of refunds) by individual jurisdictions that represent more than 5% of total income taxes paid (net of refunds).
+Added: Because the company does not have significant payments for the year ended December 31, 2025, no amounts are disclosed.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
8 unchanged sentences
Manuel Litchman, M.D.
−Removed: (Principal Executive Officer and Principal Financial and Accounting Officer)
+Added: (Principal Executive and Financial Officer)
March 19, 2026
16 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.