MBIO.NASDAQMustang Bio, INC

SCHEDULE 13G: Intracoastal Capital Discloses 9.99% Stake in Mustang Bio, Inc. Following Securities Purchase Agreement

Sentiment:

Beneficial Ownership Disclosure (Schedule 13G)


Intracoastal Capital LLC, along with Mitchell P. Kopin and Daniel B. Asher, has disclosed a 9.99% beneficial ownership stake in Mustang Bio, Inc. following a recent Securities Purchase Agreement.

Capital raiseThe document details a Securities Purchase Agreement (SPA) executed on February 5, 2025, between Mustang Bio, Inc. and Intracoastal Capital LLC.As part of this transaction, 142,000 shares of Common Stock were to be issued to Intracoastal at the closing.Additionally, warrants (Intracoastal Warrant 1, 2, and 3) were to be issued, allowing for the potential issuance of further common stock upon exercise.The initial beneficial ownership calculation included 1,766 shares issuable upon exercise of Intracoastal Warrant 1, indicating an immediate capital infusion component from the warrant exercise.

Summary

  • Mitchell P. Kopin, Daniel B. Asher, and Intracoastal Capital LLC (collectively, the "Reporting Persons") have filed a Schedule 13G indicating beneficial ownership in Mustang Bio, Inc.
  • As of February 11, 2025, the Reporting Persons collectively beneficially own 186,552 shares of Mustang Bio, Inc. common stock, representing 9.99% of the class.
  • This ownership includes 109,500 shares of Common Stock held directly by Intracoastal and 77,052 shares issuable upon exercise of Intracoastal Warrant 1.
  • The beneficial ownership stems from a Securities Purchase Agreement (SPA) executed with Mustang Bio, Inc. on February 5, 2025.
  • The initial beneficial ownership immediately following the SPA on February 5, 2025, was 143,766 shares, comprising 142,000 common shares and 1,766 shares from Intracoastal Warrant 1.
  • The calculation of the 9.99% ownership is based on 1,295,338 shares of Common Stock outstanding as of January 31, 2025, plus shares issued at the SPA closing and exercisable warrants.
  • The Reporting Persons hold shared voting power over 186,552 shares and shared dispositive power over 181,052 shares.
  • The filing indicates that the securities were not acquired for the purpose of changing or influencing the control of Mustang Bio, Inc.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and a related transaction, providing neutral information without explicit positive or negative performance indicators.

Risks

  • The Reporting Persons hold multiple warrants (Intracoastal Warrant 1, 2, and 3) that contain 'blocker provisions' limiting their exercise to prevent beneficial ownership from exceeding 9.99% (for Warrant 1) or 4.99% (for Warrants 2 and 3).
  • Without these blocker provisions, the Reporting Persons could have been deemed to beneficially own a significantly larger number of shares: 1,993,356 shares as of February 5, 2025, and 1,960,856 shares as of February 11, 2025. This indicates a substantial potential for future dilution if these warrants were fully exercisable.

Future Outlook

NA

Industry Context

This Schedule 13G filing indicates a significant passive investment by Intracoastal Capital LLC and its principals in Mustang Bio, Inc. Such filings are standard disclosures required by the SEC when an investor or group acquires beneficial ownership of more than 5% of a company's voting class of securities, signaling a notable stake without intent to control or influence management.

Stakeholder Impact

  • Shareholders: The issuance of new shares and warrants as part of the capital raise could lead to dilution of existing shareholders' ownership percentage.
  • Shareholders: The entry of a new significant investor like Intracoastal Capital LLC may be viewed positively as a vote of confidence or negatively if it signals a need for capital.

Key Dates

DateDescription
01/31/2025Date of reported outstanding common stock (1,295,338 shares) by the Issuer.
02/05/2025Date of event which requires filing of this statement; execution of the Securities Purchase Agreement (SPA) with Mustang Bio, Inc.
02/07/2025Date Form 424B4 prospectus related to the SPA was filed by the Issuer with the SEC.
02/11/2025Date of filing of this Schedule 13G statement and the close of business for the reported beneficial ownership.

Keywords

Mustang Bio Inc., Intracoastal Capital LLC, Schedule 13G, Beneficial Ownership, Common Stock, SEC Filing, Securities Purchase Agreement, Warrants, Equity Investment

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