Moleculin Biotech Files 8-K: Material Agreement & Equity Sales

TL;DR

Moleculin Biotech signed a big deal and sold some stock, filing it all on Dec 10th.

AI Summary

On December 9, 2025, Moleculin Biotech, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing was made on December 10, 2025.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Moleculin Biotech, Inc. (company) — Registrant
• December 9, 2025 (date) — Date of earliest event reported
• December 10, 2025 (date) — Filing date
• 5300 Memorial Drive, Suite 950, Houston, TX 77007 (address) — Principal executive offices

FAQ

Key Financial Figures

• $6.63 — warrants at a reduced exercise price of $6.63 per share; and (ii) the holders of cert
• $6.3219 — rrants at the current exercise price of $6.3219 per share (collectively, the exercised
• $6.8 million — e gross proceeds of up to approximately $6.8 million from the exercise of the Existing Warra
• $1.326 — ance price, subject to a floor price of $1.326 per share. The Inducement Warrants may

Filing Documents

• mbrx20251210_8k.htm (8-K) — 32KB
• ex_897657.htm (EX-4.1) — 127KB
• ex_897658.htm (EX-10.1) — 52KB
• ex_897659.htm (EX-10.2) — 52KB
• m01.jpg (GRAPHIC) — 5KB
• 0001437749-25-037414.txt ( ) — 463KB
• mbrx-20251209.xsd (EX-101.SCH) — 3KB
• mbrx-20251209_def.xml (EX-101.DEF) — 11KB
• mbrx-20251209_lab.xml (EX-101.LAB) — 15KB
• mbrx-20251209_pre.xml (EX-101.PRE) — 11KB
• mbrx20251210_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 9, 2025, Moleculin Biotech, Inc. (the "Company") entered into warrant exercise inducement offer letters (the "Inducement Letters") with: (i) the holder of existing Series C warrants and Series D warrants to purchase an aggregate of up to 727,969 shares of Company common stock, pursuant to which the holder agreed to exercise the warrants at a reduced exercise price of $6.63 per share; and (ii) the holders of certain existing Series F warrants to purchase up to 316,360 shares of common stock, pursuant to which the holders agreed to exercise the warrants at the current exercise price of $6.3219 per share (collectively, the exercised Series C warrants, Series D warrants and Series F warrants, the "Existing Warrants"), in each case in exchange for the Company's agreement to issue the Inducement Warrants (defined below). Pursuant to the Inducement Letters, the holders agreed to exercise the Existing Warrants, and the Company agreed to issue the holders new warrants to purchase up to a number of shares of Company common stock equal to 250% of the number of shares of Company common stock underlying the exercised Existing Warrants, comprised of new Series G warrants to purchase up to 2,610,823 shares of Company common stock (the "Inducement Warrants" and the shares of Company common stock underlying the Inducement Warrants, the "Inducement Warrant Shares") with an exercise term of five years from the initial exercise date of the Inducement Warrants. The resale of the shares of Company common stock underlying the Existing Warrants has been registered pursuant to effective registration statements on Form S-1 (File No. 333-286276) and Form S-3 (File No. 333-290418). The Company anticipates receiving aggregate gross proceeds of up to approximately $6.8 million from the exercise of the Existing Warrants before deducting fees and other expenses payable by it. Each Inducement Warrant has an exercise price of $6.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The Company issued the Inducement Warrants pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), available under Section 4(a)(2) thereof. Neither the issuance of the Inducement Warrants nor the Inducement Warrant Shares will be registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. The description of the Inducement Warrants under Item 1.01 of this Form 8-K is incorporated by reference herein.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits No. Description 4.1 Form of Inducement Warrant (Series G warrant) 10.1 Form of Inducement Letter for holder of Series C warrants and Series D warrants 10.2 Form of Inducement Letter for holders of certain Series F warrants 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: December 10, 2025 By: /s/ Jonathan P. Foster Jonathan P. Foster Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR