Moleculin Biotech (NASDAQ: MBRX) plans up to $8.3M via warrant inducement

Rhea-AI Filing Summary

Moleculin Biotech entered into warrant exercise inducement agreements with holders of existing warrants to buy up to 2,122,652 shares at $3.90 per share. The company expects aggregate gross proceeds of up to approximately $8.3 million from these exercises before fees.

In return, Moleculin will issue new Series H Inducement Warrants to purchase up to 6,367,956 shares, equal to 300% of the exercised shares. These warrants will have a five-year term and an exercise price per share equal to the lesser of $3.90 and the lowest volume-weighted average price over the five trading days after the public announcement, subject to shareholder approval. The warrants include price-adjustment features with a floor of $0.962, beneficial ownership limits of 4.99% or 9.99%, and cashless exercise under certain conditions.

Insights

Capital structure and biotech financing analyst

Warrant inducement brings up to $8.3M cash but adds sizable new warrants.

Moleculin Biotech arranged a warrant inducement where existing warrant holders agree to exercise at $3.90 per share, providing up to $8.3 million in gross proceeds. In exchange, the company issues Series H Inducement Warrants for 300% of the exercised shares, up to 6,367,956 shares with a five-year term.

The new warrants have a floating exercise price set at the lesser of $3.90 and the lowest volume-weighted average price in the five trading days after announcement, plus a down-round adjustment with a $0.962 floor if future issuances are priced lower. These terms, together with 4.99% or 9.99% beneficial ownership limits and cashless exercise when no resale registration is available, shape how and when additional shares might be issued.

Moleculin plans to file a resale registration statement by March 31, 2026 and seek effectiveness by April 30, 2026. Roth Capital Partners receives a 7% fee on gross proceeds and $50,000 for legal expenses. Actual impact will depend on shareholder approval and future market prices that influence warrant exercise behavior.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 19, 2026

MOLECULIN BIOTECH, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-37758	47-4671997
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

5300 Memorial Drive, Suite 950, Houston, TX 77007

(Address of principal executive offices and zip code)

(713) 300-5160

(Registrant’s telephone number, including area code)

(Former name or former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).                                   Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol (s)	Name of each exchange on which registered
Common Stock, par value $.001 per share	MBRX	The NASDAQ Stock Market LLC

Item 1.01 Entry into a Material Definitive Agreement.

On February 19, 2026, Moleculin Biotech, Inc. (the “Company”) entered into warrant exercise inducement offer letters (each, an “Inducement Letter”) with holders of certain existing warrants (the “Holders”) to purchase up to 2,122,652 shares of Company common stock with an exercise price of $3.90 per share (the “Existing Warrants”).

Pursuant to the Inducement Letter, 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 300% of the number of shares of Company common stock underlying the exercised Existing Warrants, comprised of new Series H warrants to purchase up to 6,367,956 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.

The issuance and/or resale of the shares of Company common stock underlying the Existing Warrants have been registered pursuant to effective registration statements on Form S-1 (File No. 333-287727) and Form S-3 (File No. 333-290418).  The Company anticipates receiving aggregate gross proceeds of up to approximately $8.3 million from the exercise of the Existing Warrants before deducting fees and other expenses payable by it.

Each Inducement Warrant has an initial exercise price per share equal to the lesser of (i) $3.90, and (ii) the lowest volume weighted average price of the Company common stock on any trading day during the five trading day period immediately following the public announcement of the Company entering into the Inducement Letters with the Holders, will be exercisable upon the receipt of shareholder approval of the issuance of the Inducement Warrant Shares, and may be exercised for a period of five years from such approval. If while the Inducement Warrants are outstanding, the Company issues or sells, or is deemed to have issued or sold, any common stock and/or common stock equivalents other than in connection with certain exempt issuances, at a purchase price per share less than the exercise price of the Inducement Warrants in effect immediately prior to such issuance or sale or deemed issuance or sale, then immediately after such issuance or sale or deemed issuance or sale, the exercise price of the Inducement Warrants then in effect will be reduced to an amount equal to the new issuance price, subject to a floor price of $0.962.

The Inducement Warrants may only be exercised on a cashless basis if there is no registration statement registering, or the prospectus contained therein is not available for, the resale of the shares of common stock underlying the Inducement Warrants by the Holders. The Holders of an Inducement Warrant may not exercise any such warrants to the extent that such exercise would result in the number of shares of common stock beneficially owned by such Holders and its affiliates exceeding 4.99% or 9.99% (at the election of the Holders) of the total number of shares of common stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the Holders’ election not to exceed 9.99% (the “Beneficial Ownership Limitation”). In the event of certain fundamental transactions (as defined in the Inducement Warrants), the Holders of the Inducement Warrants will have the right to receive the Black Scholes value of the Inducement Warrants calculated pursuant to a formula set forth in the Inducement Warrants, payable either in cash or in the same type or form of consideration that is being offered and being paid to the Holders of common stock.

The Company agreed to file a registration statement on Form S-3 (or other appropriate form, including Form S-1, if it is not then Form S-3 eligible) providing for the resale of the Inducement Warrant Shares issuable upon the exercise of the Inducement Warrants (the “Resale Registration Statement”), on or before March 31, 2026, and to use commercially reasonable efforts to have such Resale Registration Statement declared effective by the SEC by April 30, 2026 and to keep the Resale Registration Statement effective at all times until no Holders of the Inducement Warrants own any Inducement Warrant Shares.

Roth Capital Partners, LLC served as financial advisor for the transaction and received as compensation for such services a fee of 7.0% of the gross proceeds the Company received from the warrant inducement of the Existing Warrants and reimbursement of $50,000 in legal fees.

The representations, warranties and covenants contained in the Inducement Letter were made solely for the benefit of the parties to the Inducement Letter. In addition, such representations, warranties and covenants: (i) are intended as a way of allocating the risk between the parties to such agreements and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Inducement Letter is filed with this report only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Information concerning the subject matter of the representations and warranties may change after the date of the Inducement Letter, which subsequent information may or may not be fully reflected in public disclosures.

The forms of the Inducement Warrant and Inducement Letter are filed as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.

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 available under Section 4(a)(2). 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

No.		Description
4.1		Form of Inducement Warrant
10.1		Form of Inducement Letter
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: February 20, 2026

By: /s/ Jonathan P. Foster

Jonathan P. Foster

Chief Financial Officer

FAQ

What did Moleculin Biotech (MBRX) announce in its latest 8-K filing?

Moleculin Biotech entered into warrant exercise inducement agreements with existing warrant holders. They expect up to $8.3 million in gross proceeds as holders exercise warrants at $3.90 per share, in exchange for new Series H Inducement Warrants with a five-year term.

How much cash could Moleculin Biotech (MBRX) raise from the warrant inducement?

The company anticipates aggregate gross proceeds of up to approximately $8.3 million from exercises of existing warrants. This amount is before deducting a 7% advisory fee to Roth Capital Partners and $50,000 in reimbursed legal expenses tied to the transaction.

What are the key terms of Moleculin Biotech’s new Series H Inducement Warrants?

Each Inducement Warrant covers common stock equal to 300% of the exercised existing warrants, up to 6,367,956 shares. The exercise price is the lesser of $3.90 and the lowest five-day VWAP after announcement, with a down-round adjustment floor at $0.962 per share.

When can Moleculin Biotech’s Inducement Warrants be exercised and for how long?

The Inducement Warrants become exercisable upon shareholder approval of the underlying shares. Once exercisable, they may be exercised for a period of five years from that approval date, providing a multi-year window for potential share issuance.

What ownership limits apply to the Moleculin Biotech (MBRX) Inducement Warrants?

Holders cannot exercise Inducement Warrants if it would push their beneficial ownership above 4.99% or 9.99% of outstanding common stock, depending on their election. This Beneficial Ownership Limitation can later be adjusted by holders, but not above 9.99%.

Will Moleculin Biotech register the resale of the Inducement Warrant shares?

Moleculin agreed to file a resale registration statement for the Inducement Warrant shares by March 31, 2026. It will use commercially reasonable efforts to have it declared effective by April 30, 2026 and keep it effective until holders no longer own those shares.

How was the Moleculin Biotech warrant inducement transaction structured legally?

The Inducement Warrants were issued under the Section 4(a)(2) exemption from Securities Act registration. Neither the Inducement Warrants nor their underlying shares are registered, and they may only be sold pursuant to registration or a valid securities law exemption.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 59.5 KB

Other Documents

• EX-4.1 EXHIBIT 4.1 139.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB