Management Change/Compensation Form 8 K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on May 16, 2024, Mustang Bio, Inc. (the "Company") was notified by the Listing Qualifications Staff (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") that the bid price for the Company's common stock had closed below $1.00 per share for 30 consecutive business days and, as a result, the Company no longer satisfied Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Rule"). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was granted a 180-calendar day grace period to regain compliance with the Bid Price Rule, through November 12, 2024.

The Company did not regain compliance with the Bid Price Rule by November 12, 2024, and, accordingly, on November 13, 2024, the Staff issued a delist determination with respect to the deficiency, as required by the Nasdaq Listing Rules. Notwithstanding the above, and as previously disclosed, on October 29, 2024, the Company attended a hearing before a Nasdaq Hearings Panel (the "Panel"), at which the Company presented its plan to evidence compliance with both the Bid Price Rule and the $2.5 million stockholders' equity requirement set forth in Nasdaq Listing Rule 5550(b)(1) (the "Equity Rule," and together with the Bid Price Rule, the "Rules").

By decision dated November 8, 2024, the Panel granted the Company's request for an extension through January 31, 2025, to demonstrate compliance with the Bid Price Rule, and through February 18, 2025, to demonstrate compliance with the Equity Rule. Accordingly, the Staff's November 13, 2024, notice has no immediate impact on the Company's listing at this time. The Company is considering all options available to it to regain compliance with the Rules within the extension periods granted by the Panel; however, there can be no assurance that the Company will be able to do so.