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0001680048
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2026-04-15
2026-04-15
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
April 15, 2026
Mustang Bio, Inc.
(Exact Name of Registrant as Specified in
Charter)
| Delaware |
|
001-38191 |
|
47-3828760 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
95 Sawyer Road, Suite 110
Waltham, Massachusetts 02453
(Address of Principal Executive Offices)
(781) 652-4500
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
MBIO |
|
Nasdaq Capital Market |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ¨
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 3.01 | Notice of Delisting of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On April 15, 2026, Mustang Bio, Inc. (the
“Company”) received a notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market
LLC (“Nasdaq”) indicating that the bid price of the Company’s common stock, par value $0.0001 per share (“Common
Stock”), had closed below $1.00 per share for 30 consecutive business days and, as a result, the Company is not in compliance with
Nasdaq Listing Rule 5550(a)(2), which sets forth the minimum bid price requirement for continued listing on the Nasdaq Capital Market.
The Staff notice has no immediate effect on the listing of the Company’s Common Stock on Nasdaq.
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A),
the Company was afforded a 180-calendar day grace period, or until October 12, 2026, to regain compliance with the bid price requirement.
Compliance can be achieved by evidencing a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days
(but generally not more than 20 consecutive business days) during the 180-calendar day grace period.
If the Company does not regain compliance
with the bid price requirement by October 12, 2026, the Company may be eligible for an additional 180-calendar day compliance period so
long as it satisfies the criteria for initial listing on The Nasdaq Stock Market and the continued listing requirement for market value
of publicly held shares and the Company provides written notice to Nasdaq of its intention to cure the deficiency during the second compliance
period by effecting a reverse stock split, if necessary. In the event the Company is not eligible for the second grace period, Nasdaq
staff will provide written notice that the Company’s Common Stock is subject to delisting; however, the Company may request a hearing
before the Nasdaq Hearings Panel (the “Panel”), which request, if timely made, would stay any further suspension or delisting
action by the Staff pending the conclusion of the hearing process and expiration of any extension that may be granted by the Panel. There
can be no assurance that the Company would be successful in its efforts to maintain the Nasdaq listing.
The Company intends to closely monitor the
closing bid price of its Common Stock and consider all available options to remedy the bid price deficiency, but no decision regarding
any action has yet been made.
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
Mustang Bio, Inc. |
| |
|
| Date: April 17, 2026 |
|
| |
By: |
/s/ Manuel Litchman, M.D. |
| |
|
Manuel Litchman, M.D. |
| |
|
President, Chief Executive Officer and Interim Chief Financial Officer |
