野马生物 2025年季度报告

FORM10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACTOF 1934 For the quarterly period endedSeptember30,2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACTOF 1934 For the transition period fromtoCommission File Number001-38191MUSTANG BIO,INC.(Exact name of registrant as specified in its charter) Delaware47-3828760(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 95 Sawyer Road, Suite 110Waltham,MA02453(Address including zip code of principal executive offices) (781)652-4500(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b)of the Act: Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of theSecurities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant wasrequired to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for suchshorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “acceleratedfiler,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act: Acceleratedfiler☐Smallerreportingcompany☒Emerging growth company☐ Largeacceleratedfiler☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of theExchange Act.☐ Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ MUSTANG BIO, INC.QUARTERLY REPORT ON FORM 10-QTABLE OF CONTENTS PART I. FINANCIAL INFORMATION5 Item 1.Unaudited Financial Statements5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations20Item 3.Quantitative and Qualitative Disclosures About Market Risks27Item 4.Controls and Procedures27PART II. OTHER INFORMATION28Item 1.Legal Proceedings28Item 1ARisk Factors28Item 2.Unregistered Sales of Equity Securities and Use of Proceeds63Item 3.Defaults Upon Senior Securities63Item 4.Mine Safety Disclosures63Item 5.Other Information63Item 6.Exhibits64SIGNATURES65 SUMMARY OF RISK FACTORS Our business is subject to risks of which you should be aware before making an investment decision. The risksdescribed below are a summary of the principal risks associated with an investment in us and are not the only risks weface. You should carefully consider these risk factors, the risk factors described in Part II, Item 1A of this QuarterlyReport on Form 10-Q (this “Form 10-Q”), and the other reports and documents that we have filed with the Securitiesand Exchange Commission. Risks Related to our Finances and Capital Requirements ●We have incurred significant losses since our inception and anticipate that we will incur continued losses forthe foreseeable future.●There is substantial doubt regarding our ability to continue as a going concern. We will need to raiseadditional financing in upcoming periods, which may not be available on acceptable terms to us, or at all.Failure to obtain necessary capital when needed may force us to delay, limit or terminate our potentialproduct candidates.●We have not generated any revenue from our development stage products, and we do not know when, or if,we will generate any revenue.●Our short operating history makes it difficult to evaluate our business and prospects.●Our success is contingent on raising additional capital, and our efforts to do so may fail. Even if successful,our future capital raising activities may dilute our current stockholders, restrict our operations, or cause us torelinquish proprietary rights. Risks Pertaining to our Business Strategy, Structure and Organization ●Our future growth and success depend on our ability to successfully develop, and, if approved, commercializeour product candidates, which we have yet to do.●Our future success is highly dependent on the successful development of ourchimeric antigen receptor(“CAR”) engineered T cell (“CAR T”)technology and oncolytic virus product candidates. Risks Inherent in Drug Development and Commercialization ●Preclinical and clinical development are both highly speculative and carry high failure risk.●We may not receive the required regulatory approvals for any of our product candidates on our projectedtimelines, if at