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  4. [8-K] Moleculin Biotech, Inc. Reports Material Event

Moleculin Biotech sets 1-for-20 reverse stock split

The split is expected to reduce outstanding common shares to approximately 1.05 million, while the authorized share count stays at 500 million.

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Form Type
8-K

Rhea-AI Filing Summary

Moleculin Biotech, Inc. (MBRX) will implement a 1-for-20 reverse stock split effective at 12:01 a.m. Eastern Time on October 20, 2026. The company’s common stock will open for trading on The Nasdaq Capital Market that day on a post-split basis under MBRX. Each 20 issued and outstanding shares will become one share, with par value unchanged at $0.001. Outstanding common shares are expected to decline from approximately 20.91 million to approximately 1.05 million, while authorized common shares remain 500 million.

The split will proportionately adjust the share counts and exercise prices for outstanding options and warrants, as well as the share counts for restricted stock unit awards; shares reserved under the equity plan will also be reduced proportionately. No fractional shares will be issued. Instead, holders entitled to a fraction will receive cash based on the fraction multiplied by the average closing sales prices during regular trading hours for the five consecutive trading days immediately preceding the split. Separately, the company says it will require significant additional financing, for which it has no commitments, to conduct its clinical trials.

Filing Explained

The approved 1-for-20 reverse split took effect at 12:01 a.m. Eastern Time on October 20, 2026; MBRX was scheduled to begin trading that day on a post-split basis.

Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Reverse stock split ratio 1-for-20 Effective October 20, 2026
Outstanding common shares before split Approximately 20.91 million shares Before the reverse stock split
Outstanding common shares after split Approximately 1.05 million shares After the reverse stock split
Authorized common shares 500 million shares Unchanged by the reverse stock split
Common stock par value $0.001 per share Unchanged by the reverse stock split
Fractional-share cash pricing period Five consecutive trading days Immediately preceding the reverse stock split
reverse stock split financial
"a one-for-twenty (1:20) reverse stock split"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
fractional shares financial
"No fractional shares will be issued"
Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.
authorized shares financial
"the number of authorized shares of common stock will remain at 500 million shares"
Authorized shares are the maximum number of shares a company is allowed to issue according to its official plan. Think of it as a company’s set limit on how many pieces of its ownership it can distribute to investors. This number helps investors understand the potential for future growth or change in the company's ownership structure.
Split Ratio 1-for-20 reverse split
Effective Date October 20, 2026
Shares Before Split 20,910,000
Shares After Split 1,050,000

FAQ

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

How many shares will MBRX have after its 1-for-20 reverse stock split?
Moleculin expects approximately 1.05 million common shares outstanding after the split, down from approximately 20.91 million. Authorized common shares will remain at 500 million.

When does MBRX’s reverse stock split take effect?
It will take effect at 12:01 a.m. Eastern Time on October 20, 2026. MBRX common stock will open for trading on The Nasdaq Capital Market on a post-split basis that day.

How will Moleculin handle fractional shares in the reverse split?
Moleculin will not issue fractional shares. Instead, it will pay cash equal to the fraction multiplied by the average of the common stock’s closing sales prices during regular trading hours for the five consecutive trading days immediately preceding the split. The stated share-reduction figures exclude shares that may be paid for under this treatment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR Accepted by SEC EDGAR
false 0001659617 0001659617 2026-10-16 2026-10-16
 
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): October 16, 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.)
 
 
m01.jpg
 
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-14(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 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.
 
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 October 9, 2026, 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-20, 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 (1:20) 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 October 20, 2026 (the “Effective Time”), and the Company’s common stock will open for trading on The Nasdaq Capital Market on October 20, 2026 on a post-split basis, under the existing ticker symbol “MBRX” but with a new CUSIP number 60855D507. The Amendment provides that, at the Effective Time, every twenty (20) 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 20.91 million shares to approximately 1.05 million shares, and the number of authorized shares of common stock will remain at 500 million shares. In addition, as a result of the Reverse Stock Split, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all outstanding stock options, restricted stock unit awards and warrants, which will result in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options, restricted stock unit awards and warrants, and, in the case of stock options and warrants, a proportional increase in the exercise price of all such stock options and warrants. In addition, the number of shares reserved for issuance under the Company’s equity compensation plan immediately prior to the Effective Time will be reduced proportionately.
 
No fractional shares will be issued as a result of the Reverse Stock Split, and instead, the Company will pay cash (without interest) equal to such fraction multiplied by the average of the closing sales prices of the common stock during the regular trading hours for the five consecutive trading days immediately preceding the Reverse Stock Split. The share amounts set forth in the above paragraph do not take into account any shares which may be paid for in connection with the foregoing treatment of fractional shares. 
 
The summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
 
 
Item 8.01 Other Events
 
On October 16, 2026, 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-20 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, 2025 and 2024, the three months ended March 31, 2026 and 2025, the three and six months ended June 30, 2026 and 2025.
 
 
 
Dollars in thousands except share and per share data
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pre- Split (1)
 
 
Post- Split
 
 
 
Year ended December 31,
 
 
Year ended December 31,
 
 
 
2025
 
 
2024
 
 
2025
 
 
2024
 
Net loss
 
$(33,560)
 
$(26,048)
 
$(33,560)
 
$(26,048)
Net loss available to common stockholders
 
$(33,664
)
 
$(26,048
)
 
$(33,664
)
 
$(26,048
)
Net loss per common share - basic and diluted
 
$(28.42)
 
$(189.14)
 
$(568.38)
 
$(3,782.75)
Weighted average common shares outstanding - basic and diluted
 
 
1,184,569
 
 
 
137,720
 
 
 
59,228
 
 
 
6,886
 
 
 
 
Pre- Split (2)
 
 
Post- Split
 
 
 
Three Months Ended March 31,
 
 
Three Months Ended March 31,
 
 
 
2026
 
 
2025
 
 
2026
 
 
2025
 
Net loss
 
$(12,845)
 
$(5,904)
 
$(12,845)
 
$(5,904)
Net loss available to common stockholders
 
$(14,610
)
 
$(5,904
)
 
$(14,610
)
 
$(5,904
)
Net loss per common share - basic and diluted
 
$(3.54)
 
$(15.80)
 
$(70.85)
 
$(315.92)
Weighted average common shares outstanding - basic and diluted
 
 
4,124,482
 
 
 
373,751
 
 
 
206,224
 
 
 
18,688
 
 
 
 
Pre- Split (2)
 
 
Post- Split
 
 
 
Three Months Ended June 30,
 
 
Three Months Ended June 30,
 
 
 
2026
 
 
2025
 
 
2026
 
 
2025
 
Net loss
 
$(7,635)
 
$(17,809)
 
$(7,635)
 
$(17,809)
Net loss available to common stockholders
 
$(7,964
)
 
$(17,809
)
 
$(7,964
)
 
$(17,809
)
Net loss per common share - basic and diluted
 
$(1.40)
 
$(28.68)
 
$(28.04)
 
$(573.50)
Weighted average common shares outstanding - basic and diluted
 
 
5,680,717
 
 
 
621,056
 
 
 
284,036
 
 
 
31,053
 
 
 
 
Pre- Split (2)
 
 
Post- Split
 
 
 
Six Months Ended June 30,
 
 
Six Months Ended June 30,
 
 
 
2026
 
 
2025
 
 
2026
 
 
2025
 
Net loss
 
$(20,480)
 
$(23,713)
 
$(20,480)
 
$(23,713)
Net loss available to common stockholders
 
$(22,574
)
 
$(23,713
)
 
$(22,574
)
 
$(23,713
)
Net loss per common share - basic and diluted
 
$(4.60)
 
$(47.61)
 
$(92.01)
 
$(952.18)
Weighted average common shares outstanding - basic and diluted
 
 
4,906,899
 
 
 
498,087
 
 
 
245,345
 
 
 
24,904
 
 
(1)The net loss at December 31, 2024 has been retrospectively adjusted for the Company's change in accounting policy during September 30, 2025, from a net loss of $21,763 to $26,048 at December 31, 2024.
 
 
(2)The pre-split amounts represent amounts from the Company's Quarterly report on Form 10-Q, Note 2 at September 30, 2025. 
 
 
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 October 16, 2026
104
Cover page Interactive Data File (embedded within the Inline XBRL document)
 
SIGNATURE
 
Pursuant to the requirements of the Securities 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: October 20, 2026
 
 
 
 
 
By:
/s/ Jonathan P. Foster
Jonathan P. Foster
Chief Financial Officer
 

Exhibit 99.1

 

mlogo.jpg

Moleculin Announces Reverse Stock Split

 

HOUSTON, October 16, 2026 — Moleculin Biotech, Inc., (Nasdaq: MBRX) (“Moleculin” or the “Company”), today announced that it filed an amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split of its common stock. The reverse stock split will take effect at 12:01 am (Eastern Time) on October 20, 2026, and the Company’s common stock will open for trading on The Nasdaq Capital Market on October 20, 2026 on a post-split basis, under the existing ticker symbol “MBRX” but with a new CUSIP number 60855D 507.

 

As a result of the reverse stock split, every 20 shares of the Company’s common stock issued and outstanding prior to the opening of trading on October 20, 2026 will be consolidated into one issued and outstanding share, with no change in the nominal par value per share of $0.001. No fractional shares will be issued if, as a result of the reverse stock split, a stockholder would become entitled to a fractional share because the number of shares of common stock they hold before the reverse stock split is not evenly divisible by the split ratio. Instead, the stockholder will be entitled to receive a cash payment in lieu of a fractional share.

 

As a result of the reverse stock split, the number of shares of common stock outstanding will be reduced from approximately 20.9 million shares to approximately 1.05 million shares, and the number of authorized shares of common stock will remain at 500 million shares.

 

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 (also known as naxtarubicin), has shown to be an 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 is conducting the MIRACLE (Moleculin R/R AML AnnAraC Clinical Evaluation) Trial (MB-108), a pivotal, adaptive design, multi-center, randomized, double-blind, placebo-controlled Phase 2/3 trial evaluating Annamycin in combination with cytarabine (also referred to as “Ara-C”), together referred to as AnnAraC, 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 toward 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.

 

For more information about the Company, please visit www.moleculin.com and connect on X, LinkedIn and Facebook.

 

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 timing and completion of the reverse split, and the Company’s anticipated need for significant additional financing. Moleculin will require significant additional financing, for which the Company has no commitments, in order to conduct its clinical trials as described in this press release, and the milestones described in this press release assume the Company’s ability to secure such financing on a timely basis. 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

Source: View Original Filing on SEC EDGAR

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