Moleculin Biotech, INC. 8-K Filing

Ticker: MBRX · Form: 8-K · Filed: Nov 28, 2025 · CIK: 1659617

Sentiment: neutral

Filing Stats: 1,807 words · 7 min read · ~6 pages · Grade level 9.8 · Accepted 2025-11-28 13:16:32

Key Financial Figures

Filing Documents

03. Material Modifications of Rights of Security Holders

Item 3.03. Material Modifications of Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 herein is incorporated by reference into this Item 3.03.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the Moleculin Biotech, Inc. (the "Company") annual meeting of stockholders completed on August 18, 2025, the stockholders of the Company approved an amendment to the Company's amended and restated certificate of incorporation (the "Amendment") to effect the reverse stock split at a ratio in the range of 1-for-2 to 1-for-30, with such ratio to be determined in the discretion of the Company's board of directors and with such reverse stock split to be effected at such time and date, if at all, as determined by the Company's board of directors in its sole discretion prior to the one-year anniversary of the annual meeting. Pursuant to such authority granted by the Company's stockholders, the Company's board of directors approved a one-for-twenty-five (1:25) reverse stock split (the "Reverse Stock Split") of the Company's common stock and the filing of the Amendment to effectuate the Reverse Stock Split. The Amendment was filed with the Secretary of State of the State of Delaware and the Reverse Stock Split will become effective in accordance with the terms of the Amendment at 12:01 a.m. Eastern Time on December 1, 2025 (the "Effective Time"), and the Company's common stock will open for trading on The Nasdaq Capital Market on December 1, 2025 on a post-split basis, under the existing ticker symbol "MBRX" but with a new CUSIP number 60855D408. The Amendment provides that, at the Effective Time, every twenty-five (25) shares of the Company's issued and outstanding common stock will automatically be combined into one issued and outstanding share of common stock, without any change in par value per share, which will remain $0.001. As a result of the Reverse Stock Split, the number of shares of common stock outstanding will be reduced from approximately 51.6 million shares to approximately 2.07 million shares, and the number of authorized shares of common stock will remain at 500 millio

01 Other Events

Item 8.01 Other Events On November 26, 2025, the Company issued a press release to announce that it filed a certificate of amendment to its certificate of incorporation with the Secretary of State of the State of Delaware to effect a 1-for-25 reverse stock split of its common stock. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference herein. The table below sets forth the impact of the Reverse Stock Split on the Company's net loss per common share – basic and diluted and weighted average common shares outstanding – basic and diluted, for the years ended December 31, 2024 and 2023, the three months ended March 31, 2025 and 2024, the three and six months ended June 30, 2025 and 2024, the three and nine months ended September 30, 2025 and 2024. Dollars in thousands except share and per share data Pre- Split (1) Post- Split Year ended December 31, Year ended December 31, 2024 2023 2024 2023 Net loss $ (26,048 ) $ (28,215 ) $ (26,048 ) $ (28,215 ) Net loss per common share - basic and diluted $ (7.57 ) $ (14.28 ) $ (189.14 ) $ (357.04 ) Weighted average common shares outstanding - basic and diluted 3,442,997 1,975,610 137,720 79,024 Pre- Split (2) Post- Split Three Months Ended March 31, Three Months Ended March 31, 2025 2024 2025 2024 Net loss $ (5,904 ) $ (6,425 ) $ (5,904 ) $ (6,425 ) Net loss per common share - basic and diluted $ (0.63 ) $ (2.61 ) $ (15.80 ) $ (65.13 ) Weighted average common shares outstanding - basic and diluted 9,343,771 2,466,174 373,751 98,647 Pre- Split (2) Post- Split Three Months Ended June 30, Three Months Ended June 30, 2025 2024 2025 2024 Net loss $ (17,809 ) $ (6,015 ) $ (17,809 ) $ (6,015 ) Net loss per common share - basic and diluted $ (1.15 ) $ (2.37 ) $ (28.68 ) $ (59.13 ) Weighted average common shares outstan

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Moleculin Biotech, Inc., filed with the Secretary of State of the State of Delaware. 99.1 Press Release dated November 26, 2025 104 Cover page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MOLECULIN BIOTECH, INC. Date: November 28, 2025 By: /s/ Jonathan P. Foster Jonathan P. Foster Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR

View on Read The Filing