Moleculin Announces Exercise of Warrants for $6.8 Million Gross Proceeds

Rhea-AI Summary

Moleculin (Nasdaq: MBRX) announced agreements for immediate exercise of existing warrants to purchase an aggregate of 1,044,329 shares of common stock (727,969 shares issued Feb 2025 at $6.63; 316,360 shares issued Aug 2025 at $6.3219).

The aggregate gross proceeds are expected to be approximately $6.5 million before advisory fees. In exchange, the company will issue new unregistered warrants exercisable for up to 2,610,823 shares at $6.63 per share, exercisable upon shareholder approval for a term of five years. Transaction expected to close on or about Dec 11, 2025, subject to customary closing conditions. Roth Capital Partners and Maxim Group are financial advisors.

Positive

• Gross proceeds of approximately $6.5M before fees
• Shares issuable upon exercise are registered on Form S-1 and S-3
• New warrants could unlock future capital if shareholders approve exercise

Negative

• Potential dilution of up to 2,610,823 shares if new warrants are exercised
• New warrants are unregistered and resale restricted until registration is filed
• Transaction proceeds are stated before advisory fees, reducing net cash received
• New warrants require shareholder approval, which could delay access to exercise proceeds

Key Figures

Warrants exercised (Feb 2025) 727,969 shares Existing warrants at $6.63 per share

Exercise price (Feb warrants) $6.63 per share Existing warrants exercised for common stock

Warrants exercised (Aug 2025) 316,360 shares Existing warrants at $6.3219 per share

Exercise price (Aug warrants) $6.3219 per share Existing warrants exercised for common stock

Expected gross proceeds $6.5 million Aggregate from warrant exercises before advisory fees

New warrants issued 2,610,823 shares New unregistered warrants for common stock

New warrant exercise price $6.63 per share Exercise price for new unregistered warrants

New warrant term 5 years From date of shareholder approval

Market Reality Check

$4.83 Last Close

Volume Volume 2,364,318 is about 9.12x the 20-day average of 259,191, indicating heavy pre-news trading. high

Technical Shares were trading below the 200-day MA of 16.9, reflecting a longer-term downtrend ahead of this financing.

Peers on Argus

Peer moves were mixed, with LPTX up 238.84% and others like KZIA at -1.27%, while MBRX was down 8.55%, pointing to a stock-specific reaction rather than a coordinated biotech move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 09	Clinical trial update	Positive	-8.6%	Reported MIRACLE Phase 3 consent progress and treatment timing for first 45 AML patients.
Dec 08	Research collaboration	Positive	+0.1%	New Annamycin GBM collaboration via research and material transfer agreement.
Nov 26	Investor presentation	Neutral	-22.0%	Announcement of participation in Virtual Investor Closing Bell Series with corporate overview.
Nov 26	Reverse stock split	Negative	-22.0%	Implemented <b>1-for-25</b> reverse split reducing outstanding shares to about <b>2.1M</b>.
Nov 13	Clinical trial update	Positive	-6.9%	Reported 60% consent toward first 45 subjects in MIRACLE Phase 2B/3 AML trial.

Pattern Detected

Recent news often met with selling, including positive clinical updates, while financing and structural actions like reverse splits have also coincided with sharp drops.

Recent Company History

Over the last month, Moleculin has focused on its pivotal MIRACLE AML program and corporate positioning. Clinical updates on consent and treatment progress for the MIRACLE trial on Nov 13 and Dec 9 were generally constructive but followed by declines of -6.91% and -8.55%. A new GBM collaboration on Dec 8 had little price impact. Conversely, the 1-for-25 reverse split and related investor events on Nov 26 coincided with a sharper -22.03% move, underscoring sensitivity to capital-structure news.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-09-19

The company has an active Form S-3 shelf registration dated 2025-09-19 with expiration on 2028-09-19. The filing is not yet effective and shows 0 recorded usages in the provided context, indicating capacity remains but cannot be used until effectiveness.

Market Pulse Summary

This announcement adds roughly $6.5 million in gross proceeds through the cash exercise of existing warrants, while issuing new unregistered warrants for up to 2,610,823 shares at $6.63. It follows earlier 2025 financings that also relied on warrant structures. Investors may weigh the improved working-capital position against additional potential dilution and warrant overhang, while monitoring progress in the MIRACLE AML trial and the company’s ongoing Nasdaq listing and capital-structure situation.

Key Terms

warrants financial

"agreements with certain holders of its existing warrants for the immediate exercise"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

exercise price financial

"at an exercise price of $6.63 per share and 316,360 shares"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

form s-1 regulatory

"registration statements on Form S-1 (File No. 333-286276) and Form S-3"

A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

form s-3 regulatory

"registration statements on Form S-1 (File No. 333-286276) and Form S-3"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

private placement financial

"The new warrants described above were offered in a private placement"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

registration statement regulatory

"The Company has agreed to file a registration statement with the SEC covering"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. Not financial advice.

HOUSTON, Dec. 10, 2025 (GLOBE NEWSWIRE) -- Moleculin Biotech, Inc., (Nasdaq: MBRX) (“Moleculin” or the “Company”), a late-stage pharmaceutical company with a broad portfolio of drug candidates targeting hard-to-treat tumors and viruses, today announced it has entered into agreements with certain holders of its existing warrants for the immediate exercise of certain outstanding warrants to purchase up to an aggregate of 727,969 shares of common stock of the Company originally issued in February 2025 at an exercise price of $6.63 per share and 316,360 shares of common stock of the Company originally issued in August 2025 at an exercise price of $6.3219 per share. The shares of common stock issuable upon exercise of the outstanding warrants are registered pursuant to effective registration statements on Form S-1 (File No. 333-286276) and Form S-3 (File No. 333-290418). The aggregate gross proceeds from the exercise of the existing warrants is expected to total approximately $6.5 million, before deducting financial advisory fees.

Roth Capital Partners and Maxim Group LLC are acting as the Company’s financial advisors for this transaction.

In consideration for the immediate exercise of the warrants for cash, the Company will issue new unregistered warrants to purchase shares of common stock. The new warrants will be exercisable for an aggregate of up to 2,610,823 shares of common stock, at an exercise price of $6.63 per share and will be exercisable upon shareholder approval and for a term of five years from the date of shareholder approval.

The transaction is expected to close on or about December 11, 2025, subject to satisfaction of customary closing conditions. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.

The new warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”) and, along with the shares of common stock issuable upon their exercise, have not been registered under the 1933 Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (“SEC”) or an applicable exemption from such registration requirements. The Company has agreed to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon exercise of the new warrants.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Moleculin Biotech, Inc.

Moleculin Biotech, Inc. is a Phase 3 clinical stage pharmaceutical company advancing a pipeline of therapeutic candidates addressing hard-to-treat tumors and viruses. The Company’s lead program, Annamycin, is a next-generation highly efficacious and well tolerated anthracycline designed to avoid multidrug resistance mechanisms and to lack the cardiotoxicity common with currently prescribed anthracyclines. Annamycin is currently in development for the treatment of relapsed or refractory acute myeloid leukemia (AML) and soft tissue sarcoma (STS) lung metastases.

The Company has begun the MIRACLE (Moleculin R/R AML AnnAraC Clinical Evaluation) Trial (MB-108), a pivotal, adaptive design Phase 3 trial evaluating Annamycin in combination with cytarabine, together referred to as AnnAraC (the combination of Annamycin and cytarabine, also referred to as “Ara-C”) and, for the treatment of relapsed or refractory acute myeloid leukemia. Following a successful Phase 1B/2 study (MB-106), with input from the FDA, the Company believes it has substantially de-risked the development pathway towards a potential approval for Annamycin for the treatment of AML. This study remains subject to appropriate future filings with potential additional feedback from the FDA and their foreign equivalents.

Additionally, the Company is developing WP1066, an Immune/Transcription Modulator capable of inhibiting p-STAT3 and other oncogenic transcription factors while also stimulating a natural immune response, targeting brain tumors, pancreatic and other cancers. Moleculin also has in its pipeline a portfolio of antimetabolites, including WP1122 for the potential treatment of pathogenic viruses, as well as certain cancer indications.

Forward-Looking Statements

Some of the statements in this release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. Forward-looking statements in this press release include, without limitation, the closing of the offering and the use of the proceeds thereof. Although Moleculin believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Moleculin has attempted to identify forward looking statements by terminology including 'believes,' 'estimates,' 'anticipates,' 'expects,' 'plans,' 'projects,' 'intends,' 'potential,' 'may,' 'could,' 'might,' 'will,' 'should,' 'approximately' or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including those discussed under Item 1A. "Risk Factors" in our most recently filed Form 10-K filed with the Securities and Exchange Commission (SEC) and updated from time to time in our Form 10-Q filings and in our other public filings with the SEC. Any forward-looking statements contained in this release speak only as of its date. We undertake no obligation to update any forward-looking statements contained in this release to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events.

Investor Contact:
JTC Team, LLC
Jenene Thomas
(908) 824-0775
MBRX@jtcir.com

FAQ

How many shares will Moleculin (MBRX) issue from the warrant exercises announced Dec 10, 2025?

Existing warrant exercises cover an aggregate of 1,044,329 shares (727,969 and 316,360 shares).

How much gross cash does Moleculin (MBRX) expect from the warrant exercises on Dec 10, 2025?

The company expects approximately $6.5 million in gross proceeds before advisory fees.

What are the terms of the new warrants issued by Moleculin (MBRX) in the Dec 10, 2025 transaction?

New unregistered warrants cover up to 2,610,823 shares at an exercise price of $6.63 per share and are exercisable upon shareholder approval for five years.

When is the Moleculin (MBRX) warrant transaction expected to close?

The transaction is expected to close on or about December 11, 2025, subject to customary closing conditions.

Will Moleculin (MBRX) register the shares underlying the new warrants?

The company agreed to file a registration statement covering resale of the shares issuable upon exercise of the new warrants.

What will Moleculin (MBRX) use the net proceeds from the December 2025 warrant exercises for?

The company intends to use net proceeds for working capital and general corporate purposes.