Moleculin Announces Exercise of Warrants for $8.3 Million Gross Proceeds

Moleculin (Nasdaq: MBRX) announced agreements for immediate exercise of outstanding warrants to purchase up to 2,122,652 shares at an exercise price of $3.90 per share, producing approximately $8.3 million gross proceeds before fees.

Rhea-AI Summary

Moleculin (Nasdaq: MBRX) announced agreements for immediate exercise of outstanding warrants to purchase up to 2,122,652 shares at an exercise price of $3.90 per share, producing approximately $8.3 million gross proceeds before fees.

The company will issue new unregistered warrants exercisable for up to 6,367,956 shares, subject to shareholder approval, with a five-year term from approval. The transaction is expected to close on or about February 20, 2026, and net proceeds will be used for working capital and general corporate purposes.

Positive

• $8.3M gross proceeds expected from warrant exercises
• 2,122,652 shares issued upon exercise at $3.90 per share
• New warrants for 6,367,956 shares extend potential future financing

Negative

• Potential dilution from 6,367,956 new warrant shares upon exercise
• New warrants unregistered until company files resale registration with SEC

Argus Feb 19 session

-44.28% close to close Open Argus

Details

News Market Reaction – MBRX

In the Feb 19 session, MBRX declined 44.28%, reflecting a significant negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -44.3% in the session following this news. A negative reaction despite fresh capit...

Analysis

The stock dropped -44.3% in the session following this news. A negative reaction despite fresh capital would fit prior patterns where offerings and warrant inducements often coincided with sharp selloffs, including -27.15%, -35.27% and -54.2% moves. The structure here adds 6,367,956 new warrants and sits alongside registered capacity tied to 64,864,864 shares, so concerns about cumulative dilution and future exercises could weigh on sentiment after the initial announcement.

Key Figures

Existing warrants exercised: 2,122,652 shares Exercise price: $3.90 per share Gross proceeds: $8.3 million +5 more

Existing warrants exercised

2,122,652 shares

Existing warrants exercised immediately at $3.90 per share

Exercise price

$3.90 per share

Exercise price of existing and reference price for new warrants

Gross proceeds

$8.3 million

Aggregate gross proceeds from warrant exercises before fees

New warrants shares

6,367,956 shares

Aggregate shares underlying new unregistered warrants

VWAP lookback

5 trading days

New warrant exercise price tied to lowest VWAP over next 5 days

New warrants term

5 years

New warrants exercisable for five years from shareholder approval

Registered warrant shares

64,864,864 shares

Shares registered for resale from Series F inducement warrants

Shelf cash potential

$35.7 million

Gross proceeds if all 64,864,864 inducement warrants exercised for cash

Previous Offering Reports

5 past events · Latest: Dec 10

Same Type 5 events

1. Dec 10

   Warrant exercise financing

   24h Move

   -27.1%

   Immediate exercise of existing warrants for about $6.5M in gross proceeds.

2. Aug 28

   Warrant exercise financing

   24h Move

   -35.3%

   $6.0M gross proceeds via warrant exercises and issuance of new unregistered warrants.

3. Jun 20

   Public equity offering

   24h Move

   -54.2%

   $5.9M public offering with common stock and Series E warrants at $0.37.

4. Feb 13

   Warrant exercise financing

   24h Move

   +202.4%

   Warrant exercises at $1.00 per share for about $5.8M and new warrants.

5. Aug 19

   Public offering with warrants

   24h Move

   +7.1%

   Closing of up to $16.5M public offering with two warrant series linked to MIRACLE.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

warrants, volume weighted average price, working capital, private placement, +1 more

5 terms

warrants financial

"entered into 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.

View in glossary

volume weighted average price financial

"at an exercise price equal to the lesser of $3.90 per share or the lowest volume weighted average price"

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

working capital financial

"use the net proceeds from the offering for working capital and general corporate purposes"

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

View in glossary

private placement financial

"The new warrants described above were offered in a private placement pursuant to an applicable exemption"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

registration statement regulatory

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

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. How Rhea-AI works. Not financial advice.

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HOUSTON, Feb. 19, 2026 (GLOBE NEWSWIRE) -- Moleculin Biotech, Inc., (Nasdaq: MBRX) (“Moleculin” or the “Company”), 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 2,122,652 shares of common stock of the Company at an exercise price of $3.90 per share. The issuance or resale of the shares of common stock issuable upon exercise of the outstanding warrants has been registered pursuant to effective registration statements. The aggregate gross proceeds from the exercise of the existing warrants is expected to total approximately $8.3 million, before deducting financial advisory fees.

Roth Capital Partners is acting as the Company’s financial advisor 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 6,367,956 shares of common stock, at an exercise price equal to the lesser of $3.90 per share or the lowest volume weighted average price of the Company’s common stock on any trading day during the next five trading days, 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 February 20, 2026, 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much cash will Moleculin (MBRX) raise from the warrant exercises on February 19, 2026?

Approximately $8.3 million gross is expected from the immediate exercise of warrants. According to the company, that figure is before deducting financial advisory fees and reflects 2,122,652 warrants exercised at $3.90 each.

What are the terms of the new unregistered warrants Moleculin (MBRX) will issue?

The new warrants cover up to 6,367,956 shares and have a five-year term from shareholder approval. According to the company, exercise price equals $3.90 or the lowest VWAP within five trading days, whichever is lower.

When is the Moleculin (MBRX) warrant transaction expected to close and what are the conditions?

The transaction is expected to close on or about February 20, 2026, subject to customary closing conditions. According to the company, closing depends on satisfaction of those conditions and shareholder approval for new warrants.

How will Moleculin (MBRX) use the net proceeds from the warrant exercises?

The company intends to use net proceeds for working capital and general corporate purposes. According to the company, no specific projects or allocations were disclosed beyond these stated corporate needs.

Do the new Moleculin (MBRX) warrants require shareholder approval before exercise?

Yes; the new warrants will be exercisable only upon shareholder approval and for five years from that approval. According to the company, exercise rights depend on completing the required shareholder vote and filing resale registration.