Moleculin Seeks Shareholder Nod for 64.8M Warrant Issuance, Name Change

TL;DR

**MBRX is pushing a massive warrant exercise that will dilute shareholders, but it's necessary to keep Nasdaq compliant and fund operations.**

AI Summary

Moleculin Biotech, Inc. (MBRX) is holding a Special Meeting on October 16, 2025, to address three key proposals. The primary proposal, the Nasdaq Proposal, seeks stockholder approval for the issuance of up to 64,864,864 shares of common stock upon the exercise of new Series F warrants. These warrants, issued on August 28, 2025, in a private placement, have an exercise price of $0.55 per share and a five-year term, becoming exercisable only upon shareholder approval. This issuance is required to comply with Nasdaq Listing Rule 5635(d). Additionally, the company proposes to change its name from Moleculin Biotech, Inc. to Moleculin Inc. (the Name Change Proposal) and seeks approval for an Adjournment Proposal to solicit additional proxies if needed. The Board of Directors unanimously recommends a 'FOR' vote on all proposals, emphasizing their belief that these actions are in the best interests of the company and its stockholders. As of August 28, 2025, there were 36,739,360 shares of common stock outstanding.

Why It Matters

This DEF 14A filing is critical for Moleculin Biotech investors as it directly impacts the company's capital structure and potential dilution. Approving the Nasdaq Proposal would allow the exercise of 64,864,864 warrants, significantly increasing the outstanding share count from 36,739,360 shares as of August 28, 2025, and potentially diluting existing shareholders. The proposed name change to 'Moleculin Inc.' could signal a strategic shift beyond traditional biotech, potentially broadening its market perception and competitive positioning against other pharmaceutical and life sciences firms. For employees and customers, these proposals indicate the company's ongoing efforts to secure funding and refine its corporate identity, which could influence future stability and growth.

Risk Assessment

Risk Level: high — The issuance of up to 64,864,864 shares upon warrant exercise represents a significant potential dilution of over 176% compared to the 36,739,360 shares outstanding as of August 28, 2025. This substantial increase in share count could exert downward pressure on the stock price and diminish the value of existing holdings. Furthermore, the warrants have an exercise price of $0.55 per share, which could be below the current market price, making their exercise more likely and exacerbating dilution.

Analyst Insight

Investors should carefully consider the significant potential dilution from the 64,864,864 warrant shares. While necessary for Nasdaq compliance and likely funding, this will substantially increase the share count. Evaluate your position in MBRX, understanding that a 'FOR' vote on the Nasdaq Proposal, as recommended by the Board, will enable this dilution.

Key Numbers

• 64,864,864 — Shares underlying new Series F warrants (Potential shares to be issued upon exercise, subject to shareholder approval)
• $0.55 — Exercise price per share for new Series F warrants (The price at which new warrants can be exercised)
• October 16, 2025 — Date of Special Meeting of Stockholders (When the proposals will be voted on)
• August 28, 2025 — Record Date for voting eligibility (Stockholders of record on this date can vote)
• 36,739,360 — Shares of common stock outstanding (Total shares outstanding as of the Record Date)
• $14,000 — Cost for proxy solicitation firm Okapi Partners LLC (Expense incurred for soliciting proxies)
• 5 years — Exercise term for new Series F warrants (Duration for which the new warrants can be exercised after approval)
• 16,216,216 — Shares underlying Existing Warrants (Number of shares from previously held warrants that were exercised)
• $0.37 — Exercise price per share for Existing Warrants (The price at which the previously held warrants were exercised)
• 400% — Ratio of new warrants to exercised existing warrants (New Series F warrants issued at 400% of the shares underlying exercised Existing Warrants)

Key Players & Entities

• Moleculin Biotech, Inc. (company) — Registrant and company seeking approvals
• Nasdaq Listing Rule 5635(d) (regulator) — Rule requiring shareholder approval for warrant issuance
• Walter V. Klemp (person) — Chairman of the Board and Chief Executive Officer
• Okapi Partners LLC (company) — Proxy solicitation firm engaged by Moleculin Biotech, Inc.
• American Election Services, LLC (company) — Inspector of election for the Special Meeting
• Jonathan P. Foster (person) — Director and beneficial owner of MBRX common stock
• Donald Picker (person) — Director and beneficial owner of MBRX common stock
• Robert George (person) — Director and beneficial owner of MBRX common stock
• Michael Cannon (person) — Director and beneficial owner of MBRX common stock
• John Climaco (person) — Director and beneficial owner of MBRX common stock

FAQ

Risk Factors

• Nasdaq Listing Rule Compliance [high — regulatory]: The company needs stockholder approval to issue up to 64,864,864 shares upon exercise of Series F warrants to comply with Nasdaq Listing Rule 5635(d). Failure to obtain approval could impact the company's ability to maintain its Nasdaq listing.
• Dilution from Warrant Exercise [medium — financial]: The potential issuance of 64,864,864 shares upon exercise of Series F warrants represents a significant dilution to existing shareholders. These warrants have an exercise price of $0.55, and the total potential shares represent approximately 176% of the current outstanding shares (64,864,864 / 36,739,360).
• Dependence on Shareholder Approval [medium — operational]: The company's ability to proceed with the warrant exercise, a key part of its financing or strategic plans, is entirely dependent on obtaining shareholder approval at the Special Meeting on October 16, 2025. If approval is not granted, the company may need to explore alternative financing or strategic options.

Industry Context

Moleculin Biotech operates in the biotechnology sector, focusing on developing novel therapeutics. This sector is characterized by high R&D costs, long development cycles, and significant regulatory hurdles. Companies often rely on equity financing and strategic partnerships to fund their operations and advance drug candidates through clinical trials.

Regulatory Implications

The primary regulatory implication for Moleculin Biotech in this filing is the need to comply with Nasdaq Listing Rule 5635(d) by obtaining shareholder approval for the significant issuance of shares. Failure to secure this approval could jeopardize the company's Nasdaq listing.

What Investors Should Do

1. Vote FOR the Nasdaq Proposal: Approve the issuance of up to 64,864,864 shares upon exercise of Series F warrants to comply with Nasdaq rules. This is crucial for maintaining the company's listing.
2. Vote FOR the Name Change Proposal: Approve changing the company name from Moleculin Biotech, Inc. to Moleculin Inc. This is a strategic branding decision.
3. Vote FOR the Adjournment Proposal: Grant the board authority to adjourn the meeting if necessary to solicit additional proxies, ensuring sufficient votes for the other proposals.
4. Review the proxy materials carefully to understand the potential dilution from the warrant exercise and its implications for your investment.
5. Ensure your vote is cast by the deadline, either by attending the meeting or submitting your proxy via internet, telephone, or mail.

Key Dates

• 2025-10-16: Special Meeting of Stockholders — Stockholders will vote on key proposals, including the issuance of shares related to Series F warrants and a name change. A quorum requires one-third of outstanding shares to be represented.
• 2025-08-28: Record Date for Voting Eligibility — Only stockholders of record on this date are entitled to vote at the Special Meeting. As of this date, there were 36,739,360 shares of common stock outstanding.
• 2025-08-28: Issuance of New Series F Warrants — These warrants, exercisable at $0.55 per share for up to 64,864,864 shares, are the subject of the Nasdaq Proposal requiring shareholder approval.
• 2025-09-15: Mailing of Proxy Materials — The proxy statement and notice of the Special Meeting were first sent or delivered to stockholders on or about this date.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at an annual or special meeting. (This document is the proxy statement for Moleculin Biotech's Special Meeting, outlining the proposals and providing necessary information for stockholders to make informed voting decisions.)

Nasdaq Listing Rule 5635(d)

A rule requiring shareholder approval for certain issuances of securities, particularly when the issuance involves a change of control, the sale or acquisition of stock for cash, or the issuance of securities in connection with an equity incentive plan or a 401(k) plan, if the number of shares issued or to be issued equals or exceeds 20% of the outstanding common stock or voting power before the issuance. (Moleculin Biotech needs shareholder approval under this rule for the issuance of up to 64,864,864 shares upon exercise of Series F warrants, as this potential issuance exceeds 20% of its outstanding shares.)

Warrants

A type of security that gives the holder the right, but not the obligation, to purchase a company's stock at a specified price (exercise price) within a specified time frame. (The company is seeking approval for the issuance of shares upon the exercise of new Series F warrants, which were issued in a private placement and have an exercise price of $0.55.)

Proxy

A signed document that authorizes another person to act on behalf of the signer, typically to vote shares of stock at a shareholder meeting. (Stockholders are encouraged to submit a proxy to vote on the proposals, even if they cannot attend the Special Meeting in person, to ensure their vote is counted.)

Quorum

The minimum number of shareholders or shares required to be present at a meeting for business to be legally transacted. (For Moleculin's Special Meeting, a quorum requires one-third of the voting power of the outstanding shares of common stock to be present in person or by proxy.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting and does not contain comparative financial data from a previous annual filing. The key focus is on upcoming shareholder votes related to warrant issuance and a name change, rather than a review of past financial performance.

Key Financial Figures

• $14,000 — tation firm, at an approximate costs of $14,000, to solicit proxies on behalf of the Co
• $0.37 — common stock with an exercise price of $0.37 per share (the "Existing Warrants"). Pu
• $0.55 — Each Warrant has an exercise price of $0.55 per share, and will be exercisable upon
• $0.11 — ance price, subject to a floor price of $0.11. If at any time on or after the date of
• $0 — r cash at the initial exercise price of $0.55, we would receive $35.7 million in p
• $35.7 million — ercise price of $0.55, we would receive $35.7 million in proceeds. Potential Adverse Effects

Filing Documents

• mbrx20250908_def14a.htm (DEF 14A) — 130KB
• mb01.jpg (GRAPHIC) — 127KB
• mb02.jpg (GRAPHIC) — 115KB
• 0001437749-25-029070.txt ( ) — 970KB
• mbrx-20241231.xsd (EX-101.SCH) — 4KB
• mbrx-20241231_def.xml (EX-101.DEF) — 2KB
• mbrx-20241231_lab.xml (EX-101.LAB) — 2KB
• mbrx-20241231_pre.xml (EX-101.PRE) — 1KB
• mbrx20250908_def14a_htm.xml (XML) — 1KB

From the Filing

mbrx20250908_def14a.htm Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 Moleculin Biotech, Inc. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 Table of Contents Moleculin Biotech, Inc. 5300 Memorial Drive, Suite 950 Houston, TX 77007 (713) 300-5160 September 15, 2025 Dear Fellow Stockholder: On behalf of the Board of Directors (the "Board") and management of Moleculin Biotech, Inc. (the "Company"), you are cordially invited to attend the Special Meeting of Stockholders of the Company to be held on October 16, 2025 at 10:00 a.m. local time at the corporate offices of Moleculin Biotech, Inc., 5300 Memorial Drive, Suite 950, Houston, TX 77007 (the "Special Meeting"). The attached Notice of the Special Meeting (the "Notice") and proxy statement ("Proxy Statement") describe in greater detail all of the formal business that will be transacted at the Special Meeting. Directors and officers of the Company will be available at the Special Meeting to respond to any questions that you may have regarding the business to be transacted. The Company ' s Board has determined that each of the proposals that will be presented to the stockholders for their consideration at the Special Meeting are in the best interests of the Company and its stockholders, and unanimously recommends and urges you to vote " FOR " the proposals set forth in this Proxy Statement. If any other business is properly presented at the Special Meeting, the proxies will be voted in accordance with the recommendations of the Company's Board. We encourage you to attend the Special Meeting in person, but if you are unable to attend, it is important that you vote in advance via the Internet, by telephone, or sign, date and return the enclosed proxy card in the enclosed postage-paid envelope. Your cooperation is appreciated since one-third of the common stock must be represented, either in person or by proxy, to constitute a quorum for the transaction of business at the Special Meeting. On behalf of the Board and all of the employees of the Company, we thank you for your continued support. Very truly yours, MOLECULIN BIOTECH, INC. By: /s/ Walter V. Klemp Walter V. Klemp Chairman of the Board and Chief Executive Officer Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be Held on October 16, 2025: Electronic Copies of the Proxy Statement are available at https://materials.proxyvote.com/60855D Table of Contents Moleculin Biotech, Inc. 5300 Memorial Drive, Suite 950 Houston, TX 77007 (713) 300-5160 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD OCTOBER 16, 2025 NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the "Special Meeting") of Moleculin Biotech, Inc. (the "Company") will be at the corporate offices at 5300 Memorial Drive, Suite 950, Houston, TX 77007, on October 16, 2025 at 10:00 a.m., local time, for the following purposes: 1. Proposal 1. For purposes of complying with Nasdaq Listing Rule 5635(d), to approve the issuance of up to 64,864,864 shares of Company common stock upon the exercise of certain warrants issued on August 28, 2025 in a private placement (the " Nasdaq Proposal "). 2. Proposal 2. To approve an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to change the Company's name from Moleculin Biotech, Inc. to Moleculin Inc. (the " Name Change Proposal ") 3. Proposal 3. To approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Nasdaq Proposal or the Name Change Proposal (the " Adjournment Proposal "). Please refer to the proxy statement for the Special Meeting (the "Proxy Statement") for detailed information on the Nasdaq Proposal, Name Change Proposal and Adjournment Proposal. The Board of Directors (the "Board") is not aware of any other business that will be presented for consideration at the Special Meeting. If any other matters should be properly presented at the Special Meeting or any adjournments or postponements of the Special Meeting for action by stockholders, the persons named in the form of proxy will vote the proxy in accordance with th

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