UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. )*

Under the Securities Exchange Act of 1934

MUSTANG BIO, INC.

(Name of Issuer)

Common Stock, $0.0001 Par Value

(Title of Class of Securities)

None

(CUSIP Number)

Fortress Biotech, Inc.

c/o Lindsay A. Rosenwald, M.D.

2 Gansevoort Street, 9^th Floor

New York, New York 10014

(781) 652-4500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 13, 2017

(Date of Event which Requires Filing of this Statement)

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This statement on Schedule 13D relates to the common stock of Mustang Bio, Inc. (the “Issuer”). The Issuer’s principal executive office is located at 2 Gansevoort Street, 9^th Floor, New York, New York 10014.

The Reporting Person is filing this Schedule 13D as a result of the acquisition of 767,264 shares of the Issuer’s common stock on March 13, 2017 (the “2017 PIK Dividend”). The Issuer issued the 2017 PIK Dividend pursuant to the terms of the Class A preferred stock and the Founders Agreement, entered into by the Reporting Person and the Issuer on March 13, 2015, and amended and restated on May 17, 2016 and again on July 26, 2016 (the “Founders Agreement”). As holders of Class A preferred stock, the Reporting Person will receive PIK Dividends on each March 13 (see Footnote 1) 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. As additional consideration under the Founders Agreement, the Issuer will also pay an equity fee in shares of common stock, payable within five (5) business days of the closing of any equity or debt financing for the Issuer or any of its respective subsidiaries that occurs after the effective date of the Founders Agreement and ending on the date when the Reporting Person no longer has majority voting control in the Issuer’s voting equity, equal to two and one-half percent (2.5%) of the gross amount of any such equity or debt financing (an “Offering Equity Grant”).

In connection with the Issuer’s formation, the Reporting Person received 7,000,000 shares of the Issuer’s Class B common stock and 2,000,000 shares of the Issuer’s common stock, and received an additional 250,000 shares of the Issuer’s Class B common stock in connection with the PIK Dividend in 2016. Concurrently with the second amendment to the Founders Agreement on July 26, 2016, the Issuer and Reporting Person entered into an Exchange Agreement whereby the Reporting Person exchanged its 7.25 million shares of Class B common stock for 7.0 million shares of common stock and 250,000 Class A preferred stock. The Issuer then issued to the Reporting Person 215,019 shares of common stock during the first quarter of 2017 and 150,370 shares of common stock during 2016 as Offering Equity Grants (the “Recent Offering Equity Grants”). Except for the 2017 PIK Dividend and the Recent Offering Equity Grants, all of the shares of common stock and Class A preferred stock to which this Schedule 13D relates were acquired prior to the Issuer’s Form 10 being declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on September 26, 2016.

The foregoing description of the Founders Agreement is qualified in its entirety by reference to the full text of the Founders Agreement which is attached as Exhibit 7.02 and incorporated herein by reference.

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The Reporting Person obtained shares of the Issuer’s common stock on March 13, 2017 as described above. The Reporting Person does not have any present plans or proposals that relate to or would result in: (i) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer, except for 1,000,000 shares underlying the Warrants described in Footnote 1 and any additional PIK Dividends or Offering Equity Grants that may be made pursuant to the Founders Agreement and the terms of the Class A preferred stock as further described in Item 3 above; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of the Issuer’s subsidiaries; (iii) a sale or transfer of a material amount of assets of the Issuer or any of the Issuer’s subsidiaries; (iv) any change in the present board of directors or management of the Issuer; (v) any material change in the present capitalization or dividend policy of the Issuer; (vi) any other material change in the Issuer’s business or corporate structure; (vii) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (viii) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (x) any action similar to any of those enumerated above.

(a) – (c) The Reporting Person is the beneficial owner of 10,382,653 shares of the Issuer’s common stock (including 250,000 shares of Class A preferred stock), representing beneficial ownership of 41.1% of all outstanding shares of the Issuer’s common stock based on 25,041,889 shares of the Issuer’s common stock outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 15, 2017. The Reporting Person has sole voting power over the 10,382,653 shares of the Issuer’s common stock beneficially owned. The Reporting Person has sole dispositive power over 9,382,653 shares of the common stock, and shared dispositive power over 1,000,000 shares of the Issuer’s common stock that underlie the Warrants. See Footnote 1 for a description of the Warrants.

(d)       Except with respect to the Warrants described in Footnote 1, no person has the power to direct the receipt of dividends on or the proceeds of sales of, the shares of common stock owned by the Reporting Person.

(e)       Not Applicable.

Reference is made to the Founders Agreement in Item 3 and the Warrants in Footnote 1 above.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Exhibit 7.01 

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS COVERING SUCH SECURITIES OR THE SALE IS MADE IN ACCORDANCE WITH AN EXEMPTION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

FORM OF AMENDED AND RESTATED COMMON STOCK WARRANT

This Amended and Restated Common Stock Warrant is issued as of this ____ day of ______ (the “Issue Date”) by Fortress Biotech, Inc. (the “Company”), to _____________, or his permitted assigns (the “Holder”). This Warrant replaces the Common Stock Warrant issued by the Company to Holder on July 15, 2015 to purchase 500,000 shares of the Common Stock (the “Common Stock”) of Mustang Bio, Inc. “Subsidiary”), held by the Company (the “Original Warrant”). The Holder acknowledges, agrees and confirms that the Original Warrant is cancelled and extinguished.

1.             Issuance of Warrant; Number and Type of Securities Subject to Warrant; Exercise Price. The Company hereby grants to the Holder the right to purchase 500,000 shares of the Common Stock (the “Warrant Shares”) of Subsidiary, held by the Company. The exercise price of the warrant will be $0.147 per share (the “Warrant Price”).

2.            Term. This Warrant shall only be exercisable in accordance with the terms of Section 6 hereof, and shall expire on July 15, 2035.

3.             Adjustments and Notices. This Warrant shall be subject to adjustment from time to time in accordance with the following provisions.

(a)                Stock Splits, Subdivisions or Combinations. If at any time on or after the date hereof Subsidiary shall split, subdivide or otherwise change its outstanding shares of any securities receivable upon exercise of this Warrant into a greater number of securities, the Warrant Price in effect immediately prior to such subdivision, split or change shall thereby be proportionately reduced and the number of Warrant Shares shall thereby be proportionately increased; and, conversely, if at any time on or after the date hereof the outstanding number of shares of any securities receivable upon exercise of this Warrant shall be combined into a smaller number of securities, the Warrant Price in effect immediately prior to such combination shall thereby be proportionately increased and the number of Warrant Shares shall thereby be proportionately decreased, all subject to further adjustment as provided in this Section 3.

(b)                Reclassification. If Subsidiary, by reclassification of securities, reorganization of Subsidiary (or any other entity the securities of which are at the time receivable upon the exercise of this Warrant) or otherwise (including by merger or consolidation), shall change any of the securities as to which purchase rights under this Warrant exist into the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities that were subject to the purchase rights under this Warrant immediately prior to such reclassification or other change and the Warrant Price therefor shall be appropriately adjusted, all subject to further adjustment as provided in this Section 3.

(c)                No Impairment. Subsidiary shall not, by amendment of its Certificate of Incorporation or Bylaws, each as amended to date, or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company or Subsidiary, but shall at all times in good faith assist in carrying out the provisions of this Warrant and in taking all such action as may be necessary or appropriate to protect the Holder’s rights under this Warrant against impairment.

(d)                Fractional Shares. No fractional Warrant Shares shall be issuable upon exercise or conversion of the Warrant and the number of Warrant Shares to be issued shall be rounded to the nearest whole Warrant Share. If a fractional Warrant Share arises upon any exercise or conversion of the Warrant, the Company shall eliminate such fractional Warrant Share by paying the Holder an amount in cash computed by multiplying the fractional interest by the fair market value of a full Warrant Share.

4.            No Voting or Dividend Rights. Nothing contained in this Warrant shall be construed as conferring upon the Holder hereof the right to vote or to consent to receive notice as a stockholder of the Company or Subsidiary on any other matters or any rights whatsoever as a stockholder of the Company or Subsidiary. No dividends or interest shall be payable or accrued in respect of this Warrant or the interest represented hereby or the shares purchasable hereunder until, and only to the extent that, this Warrant shall have been exercised.

5.            Shares to be Fully Paid; Reservation of Shares. Subsidiary covenants and agrees that all Warrant Shares will, upon issuance and payment of the applicable Warrant Price, be duly authorized, validly issued, fully paid and nonassessable, and free of all preemptive rights, liens and encumbrances, except for restrictions on transfer provided for herein. Company shall at all times reserve and keep available out of its holdings of Warrant Shares in Subsidiary, solely for the purpose of providing for the exercise of the rights to purchase all Warrant Shares granted pursuant to this Warrant, such number of Warrant Shares as shall, from time to time, be sufficient therefor.

6.            Exercise of Warrant. Subject to Section 4, this Warrant may be exercised in whole or in part, at any time, by the surrender of this Warrant at the principal office of the Company, together with the Notice of Exercise in substantially the form attached hereto as Attachment 1 (subject to appropriate revision if this Warrant is adjusted pursuant to Section 3 hereof), duly completed and executed, and accompanied by payment in full of the applicable aggregate Warrant Price either (i) in cash or by check or (ii) by cancellation of indebtedness, with respect to the Warrant Shares being purchased. Prior to exercise of the Warrant, the Holder shall notify the Company of its desire to exercise the Warrant. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person or entity entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as holder of such shares of record as of the close of business on such date.

Notwithstanding any provisions herein to the contrary, if the fair market value of one Warrant Share is greater than the Warrant Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in substantially the form attached hereto as Attachment 1, in which event the Company shall issue to the Holder a number of Warrant Shares computed using the following formula:

X = Y (A-B)

A

Where:

For purposes of the above calculation, the “fair market value” of one Warrant Share shall be that price determined by the Company’s Board of Directors in good faith; provided, however, if the Company is trading in the over the counter market or on a recognized exchange, fair market value shall be the last sales price on the day prior to exercise.

7.            Notice of Proposed Transfer. Prior to any proposed transfer of this Warrant or the Warrant Shares received on the exercise of this Warrant (together, the “Securities”), unless there is in effect a registration statement under the Securities Act of 1933, as amended (the “Act”) covering the proposed transfer, the Holder thereof shall give written notice to the Company and Subsidiary of such Holder’s intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall, if the Company so requests, be accompanied (except in transactions in compliance with Rule 144) by either (i) an unqualified written opinion of legal counsel who shall be reasonably satisfactory to the Company and Subsidiary addressed to the Company and Subsidiary and reasonably satisfactory in form and substance to Subsidiary’s counsel, to the effect that the proposed transfer of the Securities may be effected without registration under the Act, or (ii) a “no action” letter from the Securities and Exchange Commission (the “Commission”) to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the Holder of the Securities shall be entitled to transfer the Securities in accordance with the terms of the notice delivered by the Holder to the Company; provided, however, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder to any affiliate, family member or trust (or any similar entity) for any family member of such Holder. Each certificate evidencing the Securities transferred as above provided shall bear the appropriate restrictive legend set forth above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for Subsidiary such legend is not required in order to establish compliance with any provisions of the Act.

8.            Certificate of Adjustment. Whenever the Warrant Price or number or type of Warrant Shares issuable upon exercise of this Warrant is adjusted, as herein provided, Subsidiary shall promptly deliver to the record holder of this Warrant a certificate of the Secretary (or similar officer) or other similar officer of Subsidiary setting forth the nature of such adjustment and a brief statement of the facts requiring such adjustment.

9.            Replacement of Warrants. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of the Warrant, and in the case of any such loss, theft or destruction of the Warrant, on delivery of an indemnity agreement or security reasonably satisfactory in form and amount to the Company, and reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of the Warrant if mutilated, the Company will execute and deliver, in lieu thereof, a new Warrant of like tenor.

10.          Amendment, Waiver, etc. Except as expressly provided herein, neither this Warrant nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

11.          Successors and Assigns. This Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company, Subsidiary and the successors and permitted assigns of the Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant, and shall be enforceable by any such Holder.

12.          Severability. In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant.

13.          Amendment and Restatement. This Warrant amends, restates and replaces the Original Warrant in its entirety, and, as of the Effective Date, the Original Warrant shall have no further force or effect.

14.          Miscellaneous. This Warrant shall be governed by the laws of the State of New York as such laws are applied to contracts to be entered into and performed entirely in New York. The headings in this Warrant are for purposes of convenience and reference only, and shall not be deemed to constitute a part hereof.

Attachment 1

NOTICE OF EXERCISE

TO: Fortress Biotech, Inc.

1.                  The undersigned hereby elects to purchase_____________ shares of Mustang Bio, Inc. owned by Fortress Biotech, Inc. (the “Warrant Shares”) pursuant to the terms of the attached Warrant and tenders herewith payment of the purchase price in full, together with all applicable transfer taxes, if any.

2.                  Method of Exercise (Please initial the applicable blank):

______ The undersigned elects to exercise the attached Warrant by means of a cash payment and tenders herewith or by concurrent wire transfer payment in full for the purchase price of the shares being repurchased, together with all applicable transfer taxes, if any.

______ The undersigned elects to exercise the attached Warrant by means of the net exercise provisions of Section 6 of the Warrant.

3.                  Please issue a certificate or certificates representing said number of Warrant Shares in the name of the undersigned or in such other name as is specified below:

(Name)

(Address)