Amendment: SEC Form SCHEDULE 13D/A filed by Mustang Bio Inc.

Sole Voting Power includes 1,333 shares of Issuer's common stock underlying Warrants and 250,000 shares of the Issuer's Class A preferred stock (both of which are described further below). The Issuer's Class A preferred stock is identical to its common stock other than as to voting rights, conversion rights and the PIK Dividend right. Each share of the Issuer's Class A preferred stock is entitled to vote the number of shares 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 the Issuer's outstanding common stock and (B) the whole shares of the Issuer's common stock into which any shares of outstanding Class A common shares and Class A preferred stock are convertible and the denominator of which is the number of shares of outstanding Class A preferred stock. Thus, the Class A preferred stock will at all times constitute a voting majority. The Reporting Person owns all outstanding shares of the Issuer's Class A preferred stock. As holders of Class A preferred stock, the Reporting Person will receive on each January 1 (each a "PIK Dividend Payment Date") until the date all outstanding Class A preferred stock is converted into common stock or redeemed (and the purchase price is paid in full), pro rata per share dividends paid in additional fully paid and nonassessable shares of Issuer common stock ("PIK Dividends") such that the aggregate number of shares of common stock issued pursuant to such PIK Dividend is equal to two and one-half percent (2.5%) of the Issuer's fully-diluted outstanding capitalization on the date that is one (1) business day prior to any PIK Dividend Payment Date. An aggregate 1,333 shares of Issuer common stock underlie the Common Stock Warrants dated July 15, 2015, as amended by the Amended and Restated Common Stock Warrant dated December 12, 2016, issued by the Reporting Person to Lindsay A. Rosenwald, M.D., the Reporting Person's Chairman, President and Chief Executive Officer and Michael S. Weiss, the Reporting Person's Executive Vice Chairman, Strategic Development, pursuant to the Fortress Biotech, Inc. Long-Term Incentive Plan (the "Warrants"). The Warrants, which have an exercise price of $110.25 per share, are exercisable until July 15, 2035. The Reporting Person must reserve from its holdings of the Issuer's common stock the shares underlying the Warrants until the Warrants are exercised. The foregoing description of the Warrants is not complete and is qualified in its entirety by reference to the full text of the form of the Amended and Restated Common Stock Warrant incorporated herein by reference as Exhibit 7.03. Mr. Weiss has served Chairman of the Issuer's Board of Directors since May 2015 and as the Executive Chairman since January 2017. Dr. Rosenwald has served as a member of the Issuer's Board of Directors since the Issuer's conception. Sole Dispositive Power excludes the 1,333 shares of Issuer's common stock underlying the warrants. Shared Dispositive Power consists solely of the 1,333 shares of Issuer's common stock underlying the Warrants. All percentage calculations set forth herein are based upon 2,460,240 shares of the Issuer's common stock as of March 26, 2025 as reported by the Issuer on its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 28, 2025, 845,385 shares of the Issuer's Class A common stock, convertible into 1,127 shares of the Issuer's common stock, the conversion of all 250,000 shares of Issuer's Class A preferred stock into 333 shares of the Issuer's common stock, and 67,806 shares of Issuer's common stock issued as Offering Equity Grants (defined below). This Amendment No. 5 to Schedule 13D (this "Amendment No. 5") amends and supplements the Schedule 13D filed on May 26, 2017 (as amended and supplemented through the date of this Amendment No. 5, collectively, the "Schedule 13D") relating to the Common Stock of Mustang Bio, Inc. (the "Issuer"), by Fortress Biotech, Inc. (the "Reporting Person"). Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not defined herein shall have the same meanings as are ascribed to them in the Schedule 13D, as applicable.