What changed in this filing

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Item 9A. Controls and Procedures

2023-03-30 compared with 2022-03-23 · 290 added, 260 removed, 653 unchanged (46% of the section changed)

39 unchanged sentences

Report of Independent Registered Public Accounting Firm ( KPMG LLP , New York, NY ;

Report of Independent Registered Public Accounting Firm ( BDO USA, LLP , Boston, MA ;

Financial Statements:

6 unchanged sentences

Amended and Restated Certificate of Incorporation of Mustang Bio, Inc.

(formerly Mustang Therapeutics, Inc.), dated July 26, 2016.

Filed as Exhibit 3.1 on the Company’s Form 1012G filed on July 28, 2016.

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Mustang Bio, Inc., dated June 14, 2018.

Filed as Exhibit 3.1 on the Company’s Form 10-Q filed on August 13, 2018.

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Mustang Bio, Inc., dated September 30, 2019.

Filed as Exhibit 3.1 on the Company’s Form 8-K filed on September 30, 2019.

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Mustang Bio, Inc., dated

December 4, 2020.

Filed as Exhibit 3.1 on the Company’s Form 8K filed on December 4, 2020.

(formerly Mustang Therapeutics, Inc.), dated July 26, 2016 (incorporated by reference to the Exhibit 3.1 of the Registrant’s Form 10-12G (file No.

000-55668) filed with the SEC on July 28, 2016).

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Mustang Bio, Inc., dated June 14, 2018 (incorporated by reference to the Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q (file No.

001-38191) filed with the SEC on June 14, 2018).

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Mustang Bio, Inc., dated September 30, 2019 (incorporated by reference to the Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (file No.

001-38191) filed with the SEC on September 30, 2019).

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Mustang Bio, Inc., dated December 4, 2020 (incorporated by reference to the Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (file No.

001-38191) filed with the SEC on December 4, 2020).

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Mustang Bio, Inc., dated June 17,

Filed as Exhibit 3.1 on the Company’s Form 8-K filed on June 22, 2021.

2021 (incorporated by reference to the Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (file No.

001-38191) filed with the SEC on June 22, 2021).

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Mustang Bio, Inc., dated July 5, 2022 (incorporated by reference to the Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (file No.

001-38191) filed with the SEC on July 5, 2022).

Bylaws of Mustang Bio, Inc.

Filed as Exhibit 3.2 on the Company’s Form 1012G filed on July 28, 2016.

Specimen certificates evidencing shares of common stock, Class A common stock and Class A preferred stock.

Filed as Exhibit 4.1 on the Company’s Form 1012G filed on July 28, 2016.

Form of warrant agreement.*

Filed as Exhibit 4.2 on the Company’s Form 1012G filed on July 28, 2016.

(incorporated by reference to the Exhibit 3.2 of the Registrant’s Form 10-12G (file No.

000-55668) filed with the SEC on July 28, 2016).

Specimen certificates evidencing shares of common stock, Class A common stock and Class A preferred stock (incorporated by reference to the Exhibit 4.1 of the Registrant’s Form 10-12G (file No.

000-55668) filed with the SEC on July 28, 2016).

Form of warrant agreement (incorporated by reference to the Exhibit 4.2 of the Registrant’s Form 10-12G (file No.

000-55668) filed with the SEC on July 28, 2016).

Description of Securities of Mustang Bio, Inc.

Second Amended and Restated Founders Agreement between Fortress Biotech, Inc.

and Mustang Bio, Inc., dated July 26, 2016.

Filed as Exhibit 10.1 on the Company’s Form 1012G filed on July 28, 2016.

and Mustang Bio, Inc., dated July 26, 2016 (incorporated by reference to the Exhibit 10.1 of the Registrant’s Form 10-12G (file No.

000-55668) filed with the SEC on July 28, 2016).

Management Services Agreement between Fortress Biotech, Inc.

and Mustang Bio, Inc., dated March 13, 2015.

Filed as Exhibit 10.2 on the Company’s Form 1012G filed on July 28, 2016.

Future Advance Promissory Note to Fortress Biotech, Inc., dated May 5, 2016.

Filed as Exhibit 10.3 on the Company’s Form 1012G filed on July 28, 2016.

Promissory Note to NSC Biotech Venture Fund I, LLC, dated July 5, 2016.

Filed as Exhibit 10.4 on the Company’s Form 1012G filed on July 28, 2016.

and Mustang Bio, Inc., dated March 13, 2015 (incorporated by reference to the Exhibit 10.2 of the Registrant’s Form 10-12G (file No.

000-55668) filed with the SEC on July 28, 2016).

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.

000-55668) filed with the SEC on July 28, 2016).

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.

000-55668) filed with the SEC on July 28, 2016).

Common Stock Warrant issued by Mustang Bio, Inc.

to NSC Biotech Venture Fund I, LLC, dated July 5, 2016.

Filed as Exhibit 10.5 on the Company’s Form 1012G filed on July 28, 2016.

to NSC Biotech Venture Fund I, LLC, dated July 5, 2016 (incorporated by reference to the Exhibit 10.5 of the Registrant’s Form 10-12G (file No.

000-55668) filed with the SEC on July 28, 2016).

License Agreement by and between Mustang Bio, Inc.

and City of Hope, dated March 17, 2015.

Filed as Exhibit 10.6 on the Company’s Form 1012G filed on July 28, 2016.

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.

000-55668) filed with the SEC on July 28, 2016).

Sponsored Research Agreement by and between Mustang Bio, Inc.

and City of Hope, dated March 17, 2015.

Filed as Exhibit 10.7 on the Company’s Form 1012G filed on July 28, 2016.

and City of Hope, dated March 17, 2015 (incorporated by reference to the Exhibit 10.7 of the Registrant’s Form 10-12G (file No.

000-55668) filed with the SEC on July 28, 2016).

Mustang Bio, Inc.

2016 Incentive Plan.

Filed as Exhibit 10.8 on the Company’s Form 1012G filed on July 28, 2016.

Non-Employee Directors Compensation Plan.

Filed as Exhibit 10.9 on the Company’s Form 1012G filed on July 28, 2016.

Agreement with Chord Advisors, LLC, dated April 8, 2016.

Filed as Exhibit 10.10 on the Company’s Form 1012G filed on July 28, 2016.

Agreement with Caribe BioAdvisors, LLC, dated January 1, 2017.

Filed as Exhibit 10.11 on the Company’s Form 10K filed on March 31, 2017.

Exclusive License Agreement with The Regents of the University of California, dated March 17, 2017.

Filed as Exhibit 10.4 on the Company’s Form 10Q filed on August 14, 2017.

Exclusive License Agreement - IV/ICV with City of Hope, dated February 17, 2017.

Filed as Exhibit 10.5 on the Company’s Form 10Q filed on August 14, 2017.

Amended and Restated Exclusive License Agreement - CD123 with City of Hope, dated February 17, 2017.

Filed as Exhibit 10.14 on the Company’s Form 10K filed on March 31, 2017.

Amended and Restated Exclusive License Agreement - IL13R a 2 with City of Hope, dated February 17, 2017.

Filed as Exhibit 10.15 on the Company’s Form 10K filed on March 31, 2017.

Amended and Restated Exclusive License Agreement - Spacer with City of Hope, dated February 17, 2017.

Filed as Exhibit 10.16 on the Company’s Form 10K filed on March 31, 2017.

Employment Agreement between Manuel Litchman and Mustang Bio, Inc., made effective as of April 24, 2017

Filed as Exhibit 10.1 on the Company’s Form 8K filed on April 24, 2017.

License Agreement dated May 31, 2017 by and between Mustang Bio, Inc.

and City of Hope (CSI).

Filed as Exhibit 10.1 on the Company’s Form 10Q/A filed on November 14, 2017.

License Agreement dated May 31, 2017 by and between Mustang Bio, Inc.

and City of Hope (PSCA).

Filed as Exhibit 10.2 on the Company’s Form 10Q/A filed on November 14, 2017.

License Agreement dated May 31, 2017 by and between Mustang Bio, Inc.

and City of Hope (HER2).

Filed as Exhibit 10.3 on the Company’s Form 10Q/A filed on November 14, 2017.

Lease Agreement, by and between the Company and WCS - 377 Plantation Street, Inc., dated October 27, 2017.

Filed as Exhibit 10.1 on the Company’s Form 10Q filed on November 14, 2017.

Venture Loan and Security Agreement, dated March 29, 2019, by and between the Company and Horizon Technology Finance Corporation.

Filed as Exhibit 10.1 on the Company’s Form 8K filed on April 4, 2019.

2016 Incentive Plan (incorporated by reference to the Exhibit 10.8 of the Registrant’s Form 10-12G (file No.

000-55668) filed with the SEC on July 28, 2016).

Mustang Bio, Inc.

2019 Employee Stock Purchase Plan†*

Filed as Exhibit 10.1 on the Company’s Form 10-Q filed on August 9, 2019.

Non-Employee Directors Compensation Plan (incorporated by reference to the Exhibit 10.9 of the Registrant’s Form 10-12G (file No.

000-55668) filed with the SEC on July 28, 2016).

Agreement by and between Mustang Bio, Inc.

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.

000-55668) filed with the SEC on July 28, 2016).

Board Advisory Services Agreement by and between Mustang Bio, Inc.

and Caribe BioAdvisors, LLC, dated January 1, 2017 (incorporated by reference to the Exhibit 10.11 of the Registrant’s Annual Report on Form 10-K (file No.

000-55668) filed with the SEC on March 31, 2017).

Exclusive License Agreement by and between Mustang Bio, Inc.

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.

000-55668) filed with the SEC on August 14, 2017).

Exclusive License Agreement (IV/ICV) by and between Mustang Bio, Inc.

and City of Hope, dated February 17, 2017.

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.

000-55668) filed with the SEC on August 14, 2017).

Amended and Restated Exclusive License Agreement (CD123) by and between Mustang Bio, Inc.

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.

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.

and City of Hope, dated February 17, 2017 (incorporated by reference to the Exhibit 10.15 of the Registrant’s Annual Report on Form 10-K (file No.

000-55668) filed with the SEC on March 31, 2017).

Amended and Restated Exclusive License Agreement (Spacer) by and between Mustang Bio, Inc.

and City of Hope, dated February 17, 2017 (incorporated by reference to the Exhibit 10.16 of the Registrant’s Annual Report on Form 10-K (file No.

000-55668) filed with the SEC on March 31, 2017).

Employment Agreement between Manuel Litchman and Mustang Bio, Inc., effective as of April 24, 2017 (incorporated by reference to the Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (file No.

000-55668) filed with the SEC on April 24, 2017).

License Agreement (CSI) by and between Mustang Bio, Inc.

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.

001-38191) filed with the SEC on November 14, 2017).

License Agreement (PSCA)by and between Mustang Bio, Inc.

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.

001-38191) filed with the SEC on November 14, 2017).

License Agreement (HER2) by and between Mustang Bio, Inc.

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.

001-38191) filed with the SEC on November 14, 2017).

Lease Agreement by and between Mustang Bio, Inc.

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.

001-38191) filed with the SEC on November 14, 2017).

Sublease Agreement by and between Mustang Bio, Inc., and The Paul Reverse Life Insurance Company, dated June 14, 2022.

First Amendment to Sublease Agreement by and between Mustang Bio, Inc.

and The Paul Revere Life Insurance Company, dated October 25, 2022.

Mustang Bio, Inc.

2019 Employee Stock Purchase Plan (incorporated by reference to the Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q (file No.

001-38191) filed with the SEC on August 9, 2019).†

Second Amendment to the Mustang Bio, Inc.

2016 Equity Incentive Plan.

Filed as Exhibit 10.1 on the Company’s Form 8-K filed on June 22, 2021.

2016 Equity Incentive Plan, dated June 17, 2021 (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 June 22, 2021).

Third Amendment to Mustang Bio, Inc.

2016 Equity Incentive Plan, dated June 21,2022 (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 June 24, 2022).

Amendment to the Mustang Bio, Inc.

2019 Employee Stock Purchase Plan.

Filed as Exhibit 10.2 on the Company’s Form 8-K filed on June 22, 2021.

2019 Employee Stock Purchase Plan, dated June 17, 2021 (incorporated by reference to the Exhibit 10.2 of the Registrant’s Current Report on Form 8-K (file No.

001-38191) filed with the SEC on June 22, 2021).

Warrant to Purchase Common Stock issued to Runway Growth Finance Corp., dated March 4, 2022 (incorporated by reference to the Exhibit 4.1 of the Registrant’s Current Report on Form 8-K (file No.

001-38191) filed with the SEC on March 8, 2022).

Loan and Security Agreement by and between Mustang Bio, Inc., the Borrower, the Lenders, and Runway Growth Finance Corp.

(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.

001-38191) filed with the SEC on March 8, 2022).

First Amendment to Loan and Security Agreement by and between Mustang Bio, Inc., the Borrower, the Lenders and Runway Growth Finance Corp.

(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.

001-38191) filed with the SEC on December 13, 2022).

Letter from BDO USA, LLP to the Securities and Exchange Commission dated September 22, 2021, incorporated by

reference to the Form 8-K filed on September 24, 2021.

Consent of Independent Registered Public Accounting Firm, BDO USA, LLP, Boston, Massachusetts.

Consent of Independent Registered Public Accounting Firm, KPMG, LLP, Hartford, Connecticut.

Power of Attorney (included on signature page).

Certification of President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of President and Chief Executive Officer, pursuant to 18 U.S.C.

Certification of President and Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of President and Chief Executive Officer, pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer, pursuant to 18 U.S.C.

Certification of Principal Financial Officer, pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

4 unchanged sentences

† Indicates management contract or compensatory plan or arrangement.

* Previously Filed.

** Filed herewith.

2 unchanged sentences

Report of Independent Registered Public Accounting Firm (KPMG LLP, New York, NY;

Report of Independent Registered Public Accounting Firm (BDO USA, LLP, Boston, MA;

Balance Sheets as of December 31, 2022 and 2021

6 unchanged sentences

Mustang Bio, Inc.:

Worcester, Massachusetts

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Mustang Bio, Inc.

(the Company) as of December 31, 2021, the related statements of operations, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the year then ended, in conformity with U.S.

We have audited the accompanying balance sheets of Mustang Bio, Inc.

(the Company) as of December 31, 2022 and 2021, the related statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years then ended, in conformity with U.S.

generally accepted accounting principles.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

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, projections of future inability to meet certain financial debt covenants, and the need for additional funding to support its planned operations raises substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial statements and supplemental information do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these financial statements based on our audit.

Our responsibility is to express an opinion on these financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2021.

1 unchanged sentence

March 29, 2023

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

MUSTANG BIO, INC.

Worcester, Massachusetts

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Mustang Bio, Inc.

(the “Company”) as of December 31, 2020, the related statements of operations, stockholders’ equity, and cash flows for the year ended December 31, 2020, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020, and the results of its operations and its cash flows for the year ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ BDO USA, LLP

Boston, Massachusetts

March 24, 2021

We have served as the Company's auditor from 2016 to 2021.

MUSTANG BIO, INC.

BALANCE SHEETS

16 unchanged sentences

Deferred income

Note payable, long-term, net

Operating lease liabilities - long-term

Total Liabilities

Commitments and Contingencies

Commitments and Contingencies (Note 7)

Stockholders’ Equity

38 unchanged sentences

Issuance of common shares - Equity fee on At-the-Market Offering

Issuance of common shares, net of offering costs - Public Offering

Issuance of common shares - Equity fee on Public Offering

Issuance of common shares under ESPP

Correction to previously issued shares

Stock-based compensation expenses

6 unchanged sentences

Issuance of common shares under ESPP

Correction to previously issued shares

Issuance of common shares - Equity fee on RWG Debt

Issuance of warrants for RWG Debt

Stock-based compensation expenses

Exercise of warrants

Balances at December 31, 2022

6 unchanged sentences

Adjustments to reconcile net loss to net cash used in operating activities:

Issuance of common shares - Equity fee on At-the-Market Offering to Fortress Biotech

Issuance of common shares - Equity fee on Public Offering to Fortress Biotech

Issuance of common shares - Equity fee on At-the-Market Offering to Fortress

Common shares issuable for Founders Agreement

Research and development - licenses acquired

Issuance of common shares - Equity fee to Fortress on note payable

Stock-based compensation expenses

Depreciation expense

Accretion of debt discount

Amortization of debt discount

Amortization of operating lease right-of-use assets

Loss on disposal of property and equipment

Changes in operating assets and liabilities:

8 unchanged sentences

Purchase of research and development licenses

Proceeds from the sale of fixed assets

Purchase of fixed assets

3 unchanged sentences

Offering costs for the issuance of common shares - At-the-Market Offering

Proceeds from issuance of common shares - Public Offering

Offering costs for the issuance of common shares - Public Offering

Repayment of notes payable

Proceeds from debt issuance

Fees paid on the issuance of debt

Proceeds from issuance of common shares under ESPP

5 unchanged sentences

Cash paid for interest

Supplemental disclosure of noncash investing and financing activities:

Supplemental disclosure of noncash activities:

Fixed assets (acquired but not paid)

1 unchanged sentence

Research and development licenses included in accounts payable and accrued expenses

Note payable final payment fee (incurred but not paid)

Issuance of warrants - note payable

Lease liabilities arising from obtaining right-of-use assets

Offering costs for the issuance of common shares - Public Offering, in accounts payable and accrued expenses

See accompanying notes to financial statements.

10 unchanged sentences

As of December 31, 2022, the Company had an accumulated deficit of $ 329.4 million.

The Company has funded its operations to date primarily through the sale of equity, its Loan Agreement with Runway and its venture debt financing agreement (the "Horizon Loan Agreement") with Horizon Technology Finance Corporation ("Horizon"), herein referred to as the "Horizon Notes."

In September 2020, we repaid the Horizon Notes in full all amounts that were outstanding under the Horizon Loan Agreement, which was comprised of $15.0 million face value of the outstanding notes, $112,500 accrued and unpaid interest, a $750,000 loan termination fee and prepayment penalties of $550,000.

The Company has funded its operations to date primarily through the sale of equity and via debt raises, including its loan and financing agreement with Runaway Growth Finance Corporation (the "Lender"), herein referred to as the "Term Loan."

The Company expects to continue to use the proceeds from previous financing transactions primarily for general corporate purposes, including financing the Company’s growth, developing new or existing product candidates, and funding capital expenditures, acquisitions and investments.

The Company currently anticipates that its cash and cash equivalents balances at December 31, 2021, are sufficient to fund its anticipated operating cash requirements for at least one year from the date of this Form 10-K.

The Company will be required to expend significant funds in order to advance the development of its product candidates.

The Company will require additional financings through equity and debt offerings, collaborations and licensing arrangements or other sources to fully develop, prepare regulatory filings, obtain regulatory approvals and commercialize its existing and any new product candidates.

In addition to the foregoing, based on the Company’s current assessment, the Company does not expect any material impact on its long-term development timeline and its liquidity due to the worldwide spread of the COVID-19 virus.

However, the Company is continuing to assess the effect on its operations by monitoring the impact of COVID-19 and the actions implemented to combat the virus throughout the world.

The continuation of our business as a going concern is dependent upon raising additional capital and eventually attaining and maintaining profitable operations.

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 consolidated financial statements are issued.

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.

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.

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 consolidated financial statements are issued.

In performing its evaluation, management excluded certain elements of its operating plan that cannot be considered probable.

Under ASC 205-40, the future receipt of potential funding from future equity or debt issuances, and the potential sale of priority review vouchers cannot be considered probable at this time because these plans are not entirely within the Company’s control nor have been approved by the Board of Directors as of the date of these financial statements.

The Company's expectation to generate operating losses and negative operating cash flows in the future, as well as projections of future inability to meet certain financial debt covenants, and the need for additional funding to support its planned operations 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 consolidated financial statements are issued.

The Company continues to monitor its spending by reducing 2023 expenses, which may include projected savings through delaying the development timelines of certain programs, or termination of such programs and the pursuit of additional cash resources through public or private equity or debt financings.

The Company has concluded that substantial doubt exists about the Company’s ability to continue as a going concern for a period of at least 12 months from the date of issuance of these consolidated financial statements.

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.

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.

Note 2 - Significant Accounting Policies

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Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Cash and cash equivalents at December 31, 2021 and 2020, consisted of cash and money market funds in institutions in the United States.

Balances at certain institutions have exceeded Federal Deposit Insurance Corporation insured limits.

The Company considers highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Cash and cash equivalents at December 31, 2022 and 2021, consisted of cash and certificates of deposit in institutions in the United States.

The Company maintains its cash and cash equivalent balances with high-quality financial institutions and, consequently, the Company believes that such funds are currently adequately protected against credit risk.

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 CDARS accounts to maximize FDIC insurance coverage across its holdings.

As of December 31, 2022, 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 includes amounts due to the Company from Fortress and Journey Medical Corporation, both related parties, and is recorded at the invoiced amount.

Other receivables include amounts due to the Company from Fortress and Journey Medical Corporation, both related parties, and is recorded at the invoiced amount.

Restricted Cash

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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.

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.

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.

Accordingly, the total purchase price for the licenses acquired is reflected as research and development - licenses acquired in the Company’s Statements of Operations.

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Pursuant to the Amended and Restated Articles of Incorporation, the Company issued 2,536,607 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, 2022.

This was shown in the Statement of Stockholders’ Equity at December 31, 2020 as Common stock issuable - Founders Agreement.

This was shown in the Statement of Stockholders’ Equity at December 31, 2021, as Common stock issuable –

Founders Agreement.

The Company recorded an expense of approximately $ 4.2 million in research and development - licenses acquired related to these issuable shares during the year ended December 31, 2021.

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Deferred income tax assets and liabilities are recognized for the future tax effects attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards.

The Company establishes a valuation allowance if management believes it is more likely than not that the deferred tax assets will not be recovered based on an evaluation of objective verifiable evidence.

The Company establishes a valuation allowance if management believes it is more likely than not that the deferred tax assets

will not be recovered based on an evaluation of objective verifiable evidence.

For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50% likely of being realized.

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Leiden University Medical Centre

Fred Hutchinson Cancer Research Center - CD20

SIRION Biotech LentiBOOST TM

Fortress PIK Dividend

1 unchanged sentence

CD123 License (MB-102)

In February 2017, the Company entered into an Amended and Restated Exclusive License Agreement with the City of Hope National Medical Center (“COH”) to acquire intellectual property rights pertaining to CD123 -specific chimeric antigen receptor (“CAR”) engineered T cell (“CAR T”) technology.

Pursuant to this agreement, the Company and COH acknowledged that an upfront fee was previously paid.

In addition, COH is eligible to receive an annual maintenance fee

of $ 25,000 and milestone payments totaling $ 14.5 million upon the achievement of certain milestones.

In addition, COH is eligible to receive an annual maintenance fee of $ 25,000 and milestone payments totaling $ 14.5 million upon the achievement of certain milestones.

Royalty payments in the mid-single digits are due on net sales of licensed products.

For the year ended December 31, 2021, the Company expensed a non-refundable milestone payment of $ 0.3 million for the 24th patient treated in the Phase 1 clinical study for MB-102 at COH.

For the year ended December 31, 2020, the Company expensed a non-refundable milestone payment of $ 0.3 million in connection with Mustang’s public underwritten offerings .

CS1 License (MB-104)

In May 2017, the Company entered into an exclusive license agreement with the COH for the use of CS1-specific CAR T technology.

Pursuant to this agreement, the Company paid an upfront fee of $ 0.6 million and pays an annual maintenance fee of $ 50,000 .

Additional payments are due for the achievement of ten development milestones totaling $ 14.9 million, and royalty payments in the mid-single digits are due on net sales of licensed products.

For the year ended December 31, 2020, the Company expensed a non-refundable milestone payment of $ 0.2 million upon issuance of the first patent related to the CS1 CAR T technology.

I L13Rα2 License (MB-101)

In February 2017, the Company entered into an Amended and Restated Exclusive License Agreement with COH to acquire intellectual property rights pertaining to IL13Rα2-specific CAR T technology.

Pursuant to this agreement, payments are due for the achievement of eight development milestones totaling $ 14.5 million;

additional payments are due upon the occurrence of certain one-time;

events and royalty payments as a percentage of revenue in the mid-single digits are due on net sales of licensed products.

For the year ended, December 31, 2020, the Company expensed a non-refundable milestone payment of $ 0.3 million in connection with Mustang’s public underwritten offerings.

Spacer License

In February 2017, the Company entered into an Amended and Restated Exclusive License Agreement with COH to acquire intellectual property rights pertaining to Spacer patent rights.

Pursuant to this agreement, payments are due upon the occurrence of certain one-time events and royalty payments as a percentage of revenue in the low single digits are due on net sales of licensed products.

For the year ended December 31, 2020, the Company expensed a non-refundable milestone payment of $ 0.3 million in connection with Mustang’s public underwritten offerings.

For the year ended December 31, 2021, the Company recorded a non-refundable milestone payment of $ 0.3 million for the 24 th patient treated in connection with the CD123 study.

There were no such expenses for the year ended December 31, 2022.

In February 2017, the Company entered into an exclusive license agreement (the “IV/ICV License”) with COH to acquire intellectual property rights in patent applications related to the intraventricular and intracerebroventricular methods of delivering T cells that express CARs.

Pursuant to the IV/ICV License, in March 2017, the Company paid COH an upfront fee of $ 0.1 million.

COH is eligible to receive a milestone payment totaling approximately $ 0.1 million, upon and subject to the achievement of a milestone, and an annual maintenance fee of $ 25,000 .

Royalty payments in the low single digits are due on net sales of licensed products.

The Company is obligated to pay COH a percentage of certain revenues received in connection with a sublicense in the mid-thirties, but no such payments are due in connection with sublicenses that are granted in conjunction with the sublicense of other CAR T programs that are licensed from COH to the Company.

For the year ended December 31, 2022, the Company expensed a non-refundable milestone payment of $ 0.1 million in connection with the first patent within the Patent Rights issued.

There were no such expenses for the year ended December 31, 2021.

PSCA License (MB-105)

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For the year ended December 31, 2021, the Company expensed a non-refundable milestone payment of $ 0.3 million for the twelfth patient treated in the Phase 1 clinical study of MB-105 at COH.

For the year ended December 31, 2020, the Company expensed a non-refundable milestone payment of $ 0.2 million upon issuance of the first patent related to the PCSA CAR T technology.

There were no such expenses for the year ended December 31, 2022.

HER2 License (MB-103)

On May 31, 2017, the Company entered into an exclusive license agreement with the COH for the use of human epidermal growth factor receptor 2 (“HER2”) CAR T technology, which will initially be applied in the treatment of glioblastoma

Pursuant to this agreement, the Company paid an upfront fee of $ 0.6 million and pays an annual maintenance fee of $ 50,000 (which began in 2019).

Additional payments are due for the achievement of ten development milestones totaling $ 14.9 million, and royalty payments in the mid-single digits are due on net sales of licensed products.

For the year ended, December 31, 2020, the Company expensed a non-refundable milestone payment of $ 0.5 million in connection with the twelfth patient treated in the Phase 1 clinical study of HER2 CAR T technology at COH.

For the year ended, December 31, 2022, the Company expensed a non-refundable milestone payment of $ 0.2 million in connection with the first patent within the Patent Rights issued.

There were no such expenses for the year ended December 31, 2021.

CSL Behring (Calimmune) License

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Royalty payments in the low-single digits are due on net sales of licensed products.

For the year ended December 31, 2021 and 2020, the Company expensed a non-refundable milestone payments of $ 30,000 and $ 0.2 million, respectively, in connection with the Calimmune license.

Leiden University Medical Centre License (MB-110)

On September 8, 2021, the Company entered into an exclusive, worldwide licensing agreement with Leiden University Medical Centre (“Leiden”) for the use of a gene therapy under development for the treatment of severe immunodeficiency caused by RAG1 deficiency (the “Leiden License”).

Pursuant to the Leiden License, the Company expensed an upfront fee of $ 0.4 million.

For the year ended December 31, 2022 and 2021, the Company expensed a non-refundable milestone payments of $ 40,000 and $ 30,000 , respectively, in connection with the Calimmune license.

LUMC License (MB-110)

On September 8, 2021, the Company entered into an exclusive, worldwide licensing agreement with LUMC for the use of a gene therapy under development for the treatment of severe immunodeficiency caused by RAG1 deficiency (the “LUMC License”).

Pursuant to the LUMC License, the Company expensed an upfront fee of $ 0.4 million.

Additional payments are due for the achievement of certain development milestones totaling up to $ 31 million and royalty payments in the low to mid-single digits as a percentage of revenue are due on net sales of licensed products.

For the year ended December 31, 2021, the Company expensed an upfront payment of $ 0.4 million in connection with the Leiden License.

Fred Hutchinson Cancer Research Center - CD20 License (MB-106)

On July 3, 2017, the Company entered into an exclusive, worldwide licensing agreement with Fred Hutchinson Cancer Research Center (“Fred Hutch”) for the use of a CAR T therapy related to autologous T cells engineered to express a CD20-specific chimeric antigen receptor (“CD20 Technology License”).

Pursuant to the CD20 Technology License, the Company paid Fred Hutch an upfront fee of $ 0.3 million and will owe an annual maintenance fee of $ 50,000 on each anniversary of the license until the achievement by the Company of regulatory approval of a licensed product using CD20 Technology.

Additional payments are due for the achievement of eleven development milestones totaling $ 39.1 million and royalty payments in the mid-single digits are due on net sales of licensed products.

For the year ended December 31, 2020, the Company expensed a non-refundable milestone payment of $ 0.3 million in connection with the twelfth patient treated in the Phase 1 clinical study of CD20 CAR T technology at Fred Hutch.

For the year ended December 31, 2021, the Company expensed an upfront payment of $ 0.4 million in connection with the LUMC License.

There were no such expenses for the year ended December 31, 2022.

Mayo Clinic - CAR T Technology License

On April 1, 2021, the Company entered into an exclusive license agreement with the Mayo Foundation for Medical Education and Research (the “Mayo Clinic”) for a novel technology that may be able to transform the administration of CAR T therapies and has the potential to be used as an off-the shelf therapy.

On April 1, 2021, the Company entered into an exclusive license agreement with Mayo Clinic for a novel technology that may be able to transform the administration of CAR T therapies and has the potential to be used as an off-the shelf therapy.

Pursuant to this agreement, the Company paid an upfront fee of $ 0.8 million and will pay an annual maintenance fee of $ 25,000 .

Additional payments are due for each of two licensed products for the achievement of eleven development and commercial milestones totaling up to $ 92.6 million per product, and royalty payments in the mid-single digits as a percentage of revenue are due on net sales of licensed products.

Additional payments are due for each of two licensed products for the achievement of eleven development and

commercial milestones totaling up to $ 92.6 million per product, and royalty payments in the mid-single digits as a percentage of revenue are due on net sales of licensed products.

For the year ended December 31, 2021, the Company expensed an upfront payment of $ 0.8 million pursuant to the terms of the license agreement.

SIRION Biotech GmbH - LentiBOOST TM

In October 2020, we announced a licensing agreement with SIRION Biotech (“SIRION”) for the rights to SIRION’s LentiBOOST TM technology for the development of MB-207, our lentiviral gene therapy for the treatment of previously transplanted XSCID patients (the “SIRION Technology License”).

Pursuant to the SIRION Technology License, the Company paid SIRION a one-time upfront fee of $ 0.1 million (€ 0.1 million).

In addition, five future development milestone payments totaling up to approximately $ 5.2 million (€ 4.7 million) in the aggregate are due upon achievement of certain milestones.

Additional milestone payments totaling up to $ 3.9 million (€ 3.5 million) in the aggregate are due in connection with the achievement of three commercial milestones and low- to mid-single digit royalties are due on aggregate cumulative worldwide net sales of licensed products.

In December 2021 this licensing agreement was amended to include CD20-directed CAR Ts.

SIRION is eligible to receive additional payments totaling up to approximately $9.1 million upon the achievement of certain development and commercialization milestones for the additional product.

For the year ended December 31, 2020, the Company expensed an up-front payment of $ 0.1 million pursuant to the terms of the license agreement.

There were no such expenses for the year ended December 31, 2022.

Research and Development Expenses - Sponsored Research and Clinical Trial Agreements

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City of Hope National Medical Center

Fred Hutchinson Cancer Research Center - CD20

Fred Hutchinson Cancer Center - CD20

Jude Children's Research Hospital - XSCID

LUMC - RAGI SCID

Sponsored Research Agreement

In March 2015, the Company entered into a Sponsored Research Agreement (“SRA”) with COH in which the Company funded continued research in the amount of $ 2.0 million per year, payable in four equal installments, through the first quarter of 2020.

The research covered under this arrangement is for IL13Rα2, CD123 and the Spacer technology.

For the year ended December 31, 2020, the Company recorded $ 0.5 million in research and development expenses in the Statements of Operations pursuant to the terms of this agreement.

LUMC - RAG1 SCID

CD123 (MB-102) Clinical Research Support Agreement

In February 2017, the Company entered into a Clinical Research Support Agreement for CD123 (the “CD123 CRA”).

Pursuant to the terms of the CD123 CRA the Company made an upfront payment of $ 19,450 and will contribute an additional $ 97,490 per patient in connection with the on-going investigator-initiated study.

Further, the Company agreed

to fund approximately $ 0.2 million over three years pertaining to the clinical development of CD123.

Pursuant to the terms of the CD123 CRA the Company made an upfront payment of $ 19,450 and will contribute an additional $ 0.1 million per patient in connection with the on-going investigator-initiated study.

Further, the Company agreed to fund approximately $ 0.2 million over three years pertaining to the clinical development of CD123.

For the years ended December 31, 2022 and 2021, the Company recorded $ 0.2 million and $ 0.3 million, respectively, in research and development expenses in the Statements of Operations pursuant to the terms of this agreement.

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Further, the Company agreed to fund approximately $ 0.2 million annually pertaining to the clinical development of the IL13Rα2-directed CAR T therapy.

In October 2020, the Company entered into a Sponsored Research Agreement (“SRA”) with COH to conduct combination studies of a potential IL13Rα2 CAR and C134 oncolytic virus therapy.

Pursuant to the SRA, the Company funded research in the amount of $ 0.3 million for the program.

In November 2022, the SRA was amended to include additional funding of $ 0.6 million.

In March 2021, the Company entered into a clinical research support agreement for an Institutional Review Board-approved, investigator-initiated protocol entitled:

“Single Patient Treatment with Intraventricular Infusions of IL13Rα2-targeting and HER2-targeting Chimeric Antigen Receptor (CAR)-T cells for a Single Patient (UPN 181) with Recurrent Multifocal Malignant Glioma.” Pursuant to the terms of this agreement, the Company will contribute up to $ 0.2 million in connection with the ongoing investigator-initiated study.

“Single Patient Treatment with Intraventricular Infusions of IL13Rα2-targeting and HER2-targeting CAR T cells for a Single Patient (UPN 181) with Recurrent Multifocal Malignant Glioma.” Pursuant to the terms of this agreement, the Company will contribute up to $ 0.2 million in connection with the ongoing investigator-initiated study.

CS1 (MB-104) Clinical Research Support Agreement

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For the years ended December 31, 2022 and 2021, the Company recorded $ 0.5 million and $ 0.6 million, respectively, in research and development expenses in the Statements of Operations pursuant to the terms of this agreement.

Since inception, the Company has reimbursed COH $ 1.8 million.

HER2 (MB-103) Clinical Research Support Agreement

4 unchanged sentences

For the year ended December 31, 2022 and 2021, the Company recorded $ 0.8 million and $ 0.7 million, respectively, in research and development expenses in the Statements of Operations pursuant to the terms of this agreement.

Since inception, the Company has reimbursed $ 3.0 million.

PSCA (MB-105) Clinical Research Support Agreement

4 unchanged sentences

For the years ended December 31, 2022 and 2021, the Company recorded $ 0.1 million and $ 0.1 million, respectively, in research and development expenses in the Statements of Operations pursuant to the terms of this agreement.

Fred Hutchinson Cancer Research Center

Since inception, the Company has reimbursed $ 0.4 million.

CD20 Clinical Trial Agreement

On July 3, 2017, in conjunction with the CD20 Technology License from Fred Hutch, we entered into an investigator-initiated clinical trial agreement (“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.

evaluating the safety and efficacy of the CD20 Technology in patients with relapsed or refractory B-cell non-Hodgkin lymphomas.

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.

In November 2020, the CD20 CTA was amended to include additional funding of approximately $ 1.8 million for the treatment of five patients with chronic lymphocytic leukemia and other research costs.

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.

For the years ended December 31, 2022 and 2021, the Company recorded $ 2.0 million and $ 2.0 million, respectively, in research and development expenses in the Statements of Operations pursuant to the terms of this agreement.

Since inception, the Company has reimbursed Fred Hutch $ 7.2 million.

XSCID (MB-107) Data Transfer Agreement with St.

Jude Children’s Research Hospital

In June 2020, the Company entered into a Data Transfer Agreement with St.

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For the years ended December 31, 2022 and 2021, the Company recorded $ 0.5 million and $ 0.9 million, respectively, in research and development expenses in the Statements of Operations pursuant to the terms of this agreement.

RAG1-SCID (MB-110) Sponsored Research Support Agreement with Leiden University Medical Centre

On September 8, 2021, in connection with the Leiden License, the Company entered into an SRA with Leiden under which the Company will fund research in the amount of approximately $ 0.5 million annually over a period of 5 years .

The research performed pursuant to this agreement will support technology the Company has licensed from Leiden for the use of a gene therapy under development for the treatment of severe immunodeficiency caused by RAG1.

For the year ended December 31, 2021, the Company recorded $ 0.2 million in research and development expenses in the Statements of Operations pursuant to the terms of this agreement.

Since inception, the Company has reimbursed St.

Jude $ 3.0 million.

RAG1-SCID (MB-110) Sponsored Research Support Agreement with LUMC

On September 8, 2021, in connection with the LUMC License, the Company entered into an SRA with LUMC under which the Company will fund research in the amount of approximately $ 0.5 million annually over a period of 5 years .

The research performed pursuant to this agreement will support technology the Company has licensed from LUMC for the use of a gene therapy under development for the treatment of severe immunodeficiency caused by RAG1.

For the year ended December 31, 2022 and 2021, the Company recorded $ 0.5 million and $ 0.2 million, respectively, in research and development expenses in the Statements of Operations pursuant to the terms of this agreement.

Sponsored Research Support Agreement with Mayo Clinic

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The research performed pursuant to this agreement will support technology the Company has licensed from Mayo Clinic for a novel technology that may be able to transform the administration of CAR T therapies and has the potential to be used as an off-the-shelf therapy.

For the year ended December 31, 2021, the Company recorded $ 0.7 million in research and development expenses in the Statements of Operations pursuant to the terms of this agreement.

In October 2022, the SRA was amended to include additional funding of approximately $ 0.1 million.

For the year ended December 31, 2022 and 2021, the Company recorded $ 1.0 million and $ 0.7 million, respectively, in research and development expenses in the Statements of Operations pursuant to the terms of this agreement.

Note 4 - Related Party Agreements

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Concurrently with the second amendment on July 26, 2016, to the Mustang Founders Agreement, Fortress entered into an Exchange Agreement whereby Fortress exchanged its 7.25 million Class B Common shares for 7.0 million common shares and 250,000 Class A Preferred shares.

Class A Preferred Stock is identical to common stock other than as to voting rights, conversion rights and the PIK Dividend right (as described below).

Class A Preferred Stock is identical to common stock other than as to voting

rights, conversion rights and the PIK Dividend right (as described below).

Each share of Class A Preferred Stock is entitled to vote the number of votes that is equal to one and one-tenth ( 1.1 ) times a fraction, the numerator of which is the sum of (A) the shares of outstanding Mustang common stock and (B) the whole shares of Mustang common stock into which the shares of outstanding Class A Common Stock and Class A Preferred Stock are convertible and the denominator of which is the number of shares of outstanding Class A Preferred Stock.

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In consideration for the Services, the Company will pay Fortress an annual consulting fee of $ 0.5 million (the “Annual Consulting Fee”), payable in advance in equal quarterly installments on the first business day of each calendar quarter in each year, provided, however, that such Annual Consulting Fee shall be increased to $ 1.0 million for each calendar year in which the Company has net assets in excess of $ 100 million at the beginning of the calendar year.

The Company records fifty percent of the Annual Consulting Fee in research and development expense and fifty percent in general and administrative expense in

the Statement of Operations.

The Company records fifty percent of the Annual Consulting Fee in research and development expense and fifty percent in general and administrative expense in the Statement of Operations.

For the years ended December 31, 2022 and 2021, the Company recorded expense of $ 1.0 million and $ 0.5 million, respectively, related to this agreement.

For the year ended December 31, 2021, the Company issued 576,157 shares of common stock and recorded 51,295 shares issuable to Fortress, which equaled 2.5 % of the gross proceeds of $ 71.9 million from the sale of shares of common stock under Mustang’s At-the-Market Offering.

For the year ended December 31, 2022, the Company issued 196,952 shares of common stock and recorded zero shares issuable to Fortress, which equaled 2.5 % of the gross proceeds of $ 6.6 million from the sale of shares of common stock under Mustang’s At-the-Market Offering.

The Company recorded an expense of approximately $ 0.2 million in general and administrative expenses related to these shares for the year ended December 31, 2022.

1 unchanged sentence

The Company recorded an expense of approximately $ 1.9 million in general and administrative expenses related to these shares for the year ended December 31, 2021.

For the year ended December 31, 2020, the Company issued 286,390 shares of common stock to Fortress, which equaled 2.5 % of the gross proceeds of $ 37.2 million from the sale of shares of common stock, before deducting underwriting discounts and commissions and offering expenses under Mustang’s Public Offering.

The Company recorded an expense of approximately $ 0.9 million in general and administrative expenses related to these shares during the year ended December 31, 2020.

Payables and Accrued Expenses Related Party

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Construction in process

Total property and equipment

Total property, plant and equipment

accumulated depreciation

Property and equipment, net

Property, plant and equipment, net

Mustang’s depreciation expense for the years ended December 2022 and 2021 was approximately $ 2.7 million and $ 2.2 million, respectively, and was recorded in research and development expense in the Statements of Operations.

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Note 7 - Commitments and Contingencies

On June 14, 2022, the Company entered into a sublease agreement with The Paul Revere Life Insurance Company.

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.

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.

On October 27, 2017, the Company entered into a lease agreement with WCS - 377 Plantation Street, Inc., a Massachusetts nonprofit corporation.

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 “Facility”), through November 2026, subject to additional extensions at the Company’s option.

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.

Base rent, net of abatements of $ 0.6 million over the lease term, totals approximately $ 3.6 million, on a triple-net basis.

1 unchanged sentence

After the fifth lease year, the letter of credit obligation is subject to reduction.

The Facility began operations for the production of personalized CAR T and gene therapies in 2018.

The Plantation Street Facility began operations for the production of personalized CAR T and gene therapies in 2018.

The Company leases office space and copiers under agreements classified as operating leases that expire on various dates through 2030.

The Company’s lease liabilities result from the lease of its Facility in Massachusetts, which expires in 2026, and its copiers, which expire in 2024.

The Company’s lease liabilities result from the lease of its facilities in Massachusetts, which expire in 2030 and 2026, for the Mercantile Street Facility and Plantation Street Facility, respectively, and its copiers, which expire in 2024.

Such leases do not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees.

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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.

The Company does not act as a lessor or have any leases

classified as financing leases.

The Company does not act as a lessor or have any leases classified as financing leases.

At December 31, 2022, the Company had operating lease liabilities of $ 3.9 million and right of use assets of $ 2.9 million, which were included in the Balance Sheet.

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Note 8 – Notes Payable

On March 29, 2019 (the “Closing Date”), the Company entered into a $ 20.0 million Loan Agreement with Horizon, the proceeds of which provided the Company with additional working capital to continue development of its gene and cell therapies.

In accordance with the Loan Agreement, $ 15.0 million of the $ 20.0 million loan was funded on the Closing Date, with the remaining $ 5.0 million fundable upon the Company achieving certain predetermined milestones.

Amortization of the debt discount associated with the funded loans was approximately $ 2.3 million for the year ended December 31, 2020, and was included in interest expense in the Statements of Operations.

On September 30, 2020, the Company repaid the amount outstanding under the Horizon Notes in full, which was comprised of $ 15.0 million face value of the outstanding notes, $ 0.1 million in accrued and unpaid interest, a $ 0.8 million final payment fee and prepayment penalties of $ 0.6 million.

For the year ended December 31, 2020, the Company recorded interest expense of approximately $ 2.1 million related to the early repayment of the Horizon Notes.

On March 4, 2022 (the “Closing Date”), the Company entered into a $ 75.0 million long-term debt facility with Runway Growth Finance Corp.

(the “Term Loan”).

Under the Term Loan, $ 30.0 million of the $ 75.0 million loan was funded on the Closing Date, with the remaining $ 45.0 million fundable if the Company achieves certain predetermined milestones.

The Term Loan matures on April 15, 2027 (the “Maturity Date”).

As of March 15, 2022, the Company began making monthly payments of interest only until April 1, 2024 (the “Amortization Date”).

The Amortization Date may be extended to April 1, 2025, if the Company achieves certain predetermined milestones based on equity raises and the initiation of certain clinical trials.

After that, the Company will make monthly payments of interest and principal.

If the Amortization Date is extended to April 1, 2025, the monthly payments will be recalculated in equal amounts according to the remaining number of payment dates through the Maturity Date.

All unpaid outstanding principal and accrued and unpaid interest will be due and payable in full on the Maturity Date.

The Term Loan accrues interest at a variable annual rate equal to 8.75 % plus the greater of (i) 0.50 % and (ii) the three month LIBOR Rate for U.S.

dollar deposits or the rate otherwise reasonably determined by the Lender to be the rate at which U.S.

dollar deposits with a term of three months would be offered by banks in London, England to major banks in the London or other offshore interbank market (the “Applicable Rate”);

provided that the Applicable Rate will not be less than 9.25 %.

The Applicable Rate at December 31, 2022 was 13.40 %.

On December 7, 2022, the Company entered into the First Amendment (the “First Amendment”) to the Loan Agreement by and between the Company and Runway.

The First Amendment amended certain definitions and other provisions of the Loan Agreement to replace LIBOR-based benchmark rates applicable to loans outstanding under the Loan Agreement with SOFR-based rates, subject to adjustments as specified in the First Amendment.

For the year ended December 31, 2022, the Company made interest payments of

$ 2.7 million, recorded in interest expense in the Statements of Operations.

The Company had no interest expense related to debt in 2021.

Pursuant to the terms of the Term Loan on the Closing Date the Company paid the Lender upfront fees out of proceeds of $ 0.4 million consisting of a 1 % commitment fee and a deposit of $ 75,000 .

In addition, the Company paid other cash fees directly to third parties comprising of an advisory fee and legal fees totaling $ 2.3 million.

Also, in connection with the Term Loan, on March 4, 2022, the Company issued a warrant to the Lender to purchase 748,036 shares of the Company’s common stock with an exercise price of $ 0.8021 (the “Warrant”) via a warrant agreement (the “Warrant Agreement”).

The Warrant is exercisable for ten years from the date of issuance.

The Lender may exercise the Warrant with cash or through a net issuance conversion.

The shares of the Company’s common stock will be registered at the Company’s first opportunity after the date of the exercise of the Warrant.

In addition, the provisions of the Warrant Agreement provide for additional warrants to be issued upon funding of the term loan tranches.

The fair value of the warrant at the grant date was determined utilizing a Black Scholes Model with the following assumptions:

risk free rate of return 1.74 %, volatility of 57.3 %, 10-year life yielding a value of approximately $ 0.4 million as of March 4, 2022.

The fair value of the warrant was also recorded in debt discount and will be amortized over the life of the Term Loan.

($ in thousands)

Applicable Rate

Discount on note payable

Long-term note payable

Amortization of the debt discount associated with the Term Loan was approximately $ 0.5 million for the year ended December 31, 2022, respectively, and was recorded in interest expense in the Statements of Operations.

The Company had no expense related to debt discount amortization in 2021.

The Company has the option to prepay all of the outstanding Term Loan but not less.

Prepayment would include outstanding principal, accrued interest, prepayment fee and final payment which is equal to the original principal amount of the Term Loan times 3.5 % or $ 1.1 million and is accreted over the life of the Term Loan.

In addition, the Term Loan is secured by a lien on substantially all of our assets other than certain intellectual property assets and certain other excluded collateral, and it contains a minimum liquidity covenant and other covenants that include among other items:

(i) limits on indebtedness, repurchase of stock from employees, officers and directors.

The Company was in compliance with all applicable covenants as of December 31, 2022.

The Term Loan contains customary events of default, in certain circumstances subject to customary cure periods.

Following an event of default and any cure period, if applicable, Runway will have the right upon notice to accelerate all amounts outstanding under the Term Loan, in addition to other remedies available to the lenders as secured creditors of the Company.

Note 9 - Stockholders’ Equity

The Company, in accordance with its certificate of incorporation, as amended in November 2020 and June 2021, which was retroactively applied, is authorized to issue (i) 150,000,000 common shares with a par value of $ 0.0001 per share, of which 1,000,000 shares are designated as Class A Common Stock and the remainder are undesignated Common Stock, and (ii) 2,000,000 shares of Preferred Stock, 250,000 of which are designated as Class A Preferred Stock and the remainder are undesignated Preferred Stock (see below Stock Issuances to Fortress and Note 4).

The Company, in accordance with its certificate of incorporation, as amended in November 2020 and June 2021, which was retroactively applied, and July 2022, is authorized to issue (i) 200,000,000 common shares with a par value of $ 0.0001 per share, of which 1,000,000 shares are designated as Class A Common Stock and the remainder are undesignated Common Stock, and (ii) 2,000,000 shares of Preferred Stock, 250,000 of which are designated as Class A Preferred Stock and the remainder are undesignated Preferred Stock (see below Stock Issuances to Fortress and Note 4).

In connection with the Company’s formation, Fortress subscribed for 7,000,000 shares of the Class B Common Stock and 2,000,000 shares of the Company’s Common Stock, pursuant to the Founders Agreement.

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The increase in authorized shares to 150,000,000 became effective on June 17, 2021.

On June 21, 2022, the stockholders of the Company voted at the 2022 Annual Meeting to approve an amendment to Mustang’s Amended and Restated Certificate of Incorporation to increase the number of shares of common stock authorized for issuance by 50,000,000 shares, bringing the total number of authorized shares of common stock to 200,000,000 shares.

At-the-Market Offering of Common Stock

On July 13, 2018, the Company filed a shelf registration statement No.

333-226175 on Form S-3 , as amended on July 20, 2018 (the “2018 S-3”), which was declared effective in August 2018.

Under the 2018 S-3, the Company may sell up to a total of $ 75.0 million of its securities.

In connection with the 2018 S-3, the Company entered into an At-the-Market Issuance Sales Agreement (the “ATM Agreement”) with B.

In July 2018, the Company entered into an At-the-Market Issuance Sales Agreement (the “Mustang ATM”) with B.

Riley Securities, Inc.

Riley FBR, Inc.), Cantor Fitzgerald & Co., National Securities Corporation, and Oppenheimer & Co.

(each an “Agent” and collectively, the “Agents”), relating to the sale of shares of common stock.

Under the ATM Agreement, 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.

On December 31, 2020, the ATM Agreement was amended to add H.C.

Riley FBR, Inc.), Cantor Fitzgerald & Co., National Securities Corporation, (now B.

Riley FBR, Inc.), and Oppenheimer & Co.

(each an “Agent” and collectively, the “Agents”), relating to the sale of shares of common stock pursuant to the 2020 S-3.

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.

On December 31, 2020, the Mustang ATM was amended to add H.C.

Wainwright & Co., LLC as an Agent.

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In connection with these sales, the Company paid aggregate fees of approximately $ 1.3 million for net proceeds of approximately $ 70.6 million.

Public Offering of Common Stock

On June 11, 2020, we entered into an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co., as representative of the underwriters named therein (each, an “Underwriter” and collectively with Cantor Fitzgerald & Co., the “Underwriters”).

In connection with the Underwriting Agreement, we issued 10,769,231 shares of common stock (plus a 30-day option to purchase up to an additional 1,615,384 shares of common stock, of which 686,373 were exercised) at a price of $ 3.25 per share for gross proceeds of approximately $ 37.2 million, before deducting underwriting discounts and commissions and offering expenses.

In connection with the public offering, we paid aggregate fees of approximately $ 2.4 million for net proceeds of approximately $ 34.8 million.

The shares were sold under our S-3 registrations filed with the Securities and Exchange Commission.

The offering closed on June 15, 2020, and the over-allotment closed on June 25, 2020.

Pursuant to the Founders Agreement, the Company issued 196,952 shares of common stock to Fortress at a weighted average price of $0.84 per share for the year ended December 31, 2022, and recorded zero shares issuable to Fortress in connection with the shares issued under the Mustang ATM.

Pursuant to the Founders Agreement, Mustang issued 576,157 shares of common stock to Fortress at a weighted average price of $ 3.70 per share for the year ended December 31, 2021, in connection with the shares issued under the Mustang ATM.

Registration Statements

On April 23, 2021, the Company filed a shelf registration statement No.

333-255476 on Form S-3 (the “2021 S-3”), which was declared effective on May 24, 2021.

Under the 2021 S-3, the Company may sell up to a total of $ 200.0 million of its securities.

As of December 31, 2021, there have been no sales of securities under the 2021 S-3.

On October 23, 2020, the Company filed a shelf registration statement No.

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As of December 31, 2022, approximately $ 8.0 million of the 2020 S-3 remains available for sales of securities.

On April 23, 2021, the Company filed a shelf registration statement No.

333-255476 on Form S-3 (the “2021 S-3”), which was declared effective on May 24, 2021.

Under the 2021 S-3, the Company may sell up to a total of $ 200.0 million of its securities.

As of December 31, 2022, there have been no sales of securities under the 2021 S-3.

Stock Issuances to Fortress

Under the terms of the Second Amended and Restated Founders Agreement, which became effective July 22, 2016, Fortress will receive a grant of shares of our common stock equal to two and one-half percent ( 2.5 %) of the gross amount of any equity or debt financing.

For the year ended December 31, 2022, the Company issued 196,952 shares of common stock, which equaled 2.5 % of the gross proceeds of $ 6.6 million from the sale of shares of common stock under Mustang’s At-the-Market Offering.

Equity Incentive Plan

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In June 2021, the Company’s stockholders approved an amendment to the Incentive Plan to increase the number of authorized shares issuable by 3,000,000 shares, for a total of 8,000,000 shares.

As of December 31, 2021, 2,823,838 shares are available for issuance of stock-based awards under the Incentive Plan.

In June 2022, the Company’s stockholders approved an amendment to the Incentive Plan to increase the number of authorized shares issuable by 3,000,000 shares, for a total of 11,000,000 shares As of December 31, 2022, 4,462,870 shares are available for issuance of stock-based awards under the Incentive Plan.

Stock Options

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Outstanding at December 31, 2020

Options forfeited

Outstanding at December 31, 2021

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Further, National Securities Corporation received Placement Agent Warrants.

In connection with the Term Loan on March 4, 2022, the Company issued a warrant to the Lender to purchase 748,036 shares of the Company's common stock with an exercise price of $ 0.8021 , see Note 8.

A summary of warrant activities for years ended December 31, 2022 and 2021, is presented below:

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Outstanding as of December 31, 2020

( 2,093,878 )

Cashless exercised

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( 3,003,770 )

Cashless exercised

Outstanding as of December 31, 2022

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Startup costs

174 Capitalization

Total deferred tax assets

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As of December 31, 2022, the Company had federal and state net operating loss carryforwards of approximately $ 214.0 million and $ 463.1 million, respectively.

Approximately $ 168.1 million and $ 94,000 of the federal and state net operating loss carryforwards, respectively, can be carried forward indefinitely.

Approximately $ 190.4 million and $ 0.2 million of the federal and state net operating loss carryforwards, respectively, can be carried forward indefinitely.

As of December 31, 2022, the Company had federal and state income tax credits of approximately $ 12.5 million and $ 4.0 million, respectively, which will begin to expire in 2033 .

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.

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.

The Company has recorded 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.

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.

The Company has not completed an analysis to determine whether any such limitations have been triggered as of December 31, 2022.

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.

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, 2022 and 2021.

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As of December 31, 2022, the earliest federal tax year open for the assessment of income taxes under the applicable statutes of limitations is its 2019 tax year.

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.

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.

As a result of Section 174 capitalization, the Company recognized a deferred tax asset of $19.8 million.

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.

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.

The CARES Act did not have a material impact on the Company’s income tax provision for 2021.

The CARES Act did not have a material impact on the Company’s income tax provision for 2022 and 2021.

The Company will continue to evaluate the impact of the CARES Act on its financial position, results of operations and cash flows.

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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.

The Consolidated Appropriations Act did not have a material impact to the Company’s income tax provision for 2021.

The Consolidated Appropriations Act did not have a material impact to the Company’s income tax provision for 2022 and 2021.

Note 11 – Subsequent Events

On March 8, 2022, the Company announced completion of a $ 75 million long-term debt facility with Runway Growth Capital LLC (“Runway”).

Of the $ 75 million, $ 30 million was funded upon closing, and the additional $ 45 million available under the facility may be funded upon Mustang’s achieving certain predetermined milestones.

The loan will be repaid in sixty monthly payments consisting of 24 monthly payments of interest only, followed by 36 monthly payments of principal and accrued interest, payable monthly in arrears, with all repayments ending on the same date as the initial tranche.

The interest-only period may be extended to 36 months contingent upon Mustang achieving certain milestones.

In connection with the debt financing, Mustang issued to Runway warrants to purchase up to 748,036 of its common shares at an exercise price of $ 0.8021 per share.

Proceeds from the facility will be used to support the ongoing clinical development of key investigational product candidates within Mustang’s pipeline and for general working capital purposes.

Our Board of Directors approved, and our stockholders subsequently approved, a reverse stock split of our Common Stock.

On March 15, 2023, the Board of Directors set the reverse stock split ratio at 15-for-1.

We have filed a Definitive Information Statement on Schedule 14C in connection with the reverse stock split, and once the applicable waiting periods under SEC and Nasdaq rules have expired we plan to file a Certificate of Amendment to our Amended and Restated Certificate of Incorporation, as amended, in order to give effect to the reverse stock split.

The ex-dividend date is expected to be determined in April 2023.

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

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President and Chief Executive Officer

(Duly Authorized Signatory and Principal Executive Officer)

March 29, 2023

POWER OF ATTORNEY

We, the undersigned directors and/or executive officers of Mustang Bio, Inc., hereby severally constitute and appoint Manuel Litchman, acting singly, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her in any and all capacities, to sign this Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or appropriate to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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March 29, 2023

/s/ Brian Achenbach

Brian Achenbach

Senior Vice President of Finance & Corporate Controller

/s/ Eliot Lurier

Interim Chief Financial Officer

(Principal Financial and Accounting Officer)

March 29, 2023

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.

What changed 10-K

Item 9A. Controls and Procedures