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

Rhea-AI Filing Summary

Moleculin Biotech, Inc. reported results from its annual meeting held August 18, 2025. Stockholders elected six directors to serve until the next annual meeting and approved several governance and compensation measures. Shareholders approved an amendment to the 2024 Equity Incentive Plan, a non-binding advisory vote on executive compensation, the issuance of up to 6,542,058 shares upon exercise of certain warrants issued February 26, 2025, an amendment increasing authorized common shares from 100,000,000 to 500,000,000, and an amendment granting the board authority to effect a reverse stock split. The proposal to eliminate supermajority voting requirements was not approved.

Vote totals are reported for each matter (for example, Proposal to increase authorized shares: 4,320,277 for, 1,697,864 against, 22,971 abstentions). The report was signed by the Chief Financial Officer.

Positive

• All six director nominees were elected to serve until the next annual meeting
• Authorized common shares were increased from 100,000,000 to 500,000,000 (approved vote: 4,320,277 for)
• Board granted authority to effect a reverse stock split (approved vote: 3,983,116 for)
• Amendment to the 2024 Equity Incentive Plan was approved (vote results reported)
• Shareholders approved issuance of up to 6,542,058 shares upon exercise of certain warrants issued Feb 26, 2025

Negative

• Proposal to eliminate supermajority voting requirements was not approved (did not receive required two-thirds vote)
• Record shows substantial votes against certain charter amendments (for example, 1,697,864 against increasing authorized shares)

Insights

Financial Analyst

TL;DR: Annual meeting confirmed board slate and approved measures that expand share authorization and permit a reverse split; most governance and compensation proposals passed.

The board received shareholder approval for multiple routine corporate governance and capital-structure measures, including an increased authorized share count to 500,000,000 and authority to effect a reverse stock split. Shareholders also approved amendments to the 2024 Equity Incentive Plan, a non-binding advisory vote on executive compensation, and the issuance of up to 6,542,058 shares on certain warrants. Director elections were successful for all nominees. One governance change—eliminating supermajority voting—did not receive the required vote.

Corporate Governance Expert

TL;DR: Shareholders backed expanded corporate flexibility via authorized shares and reverse-split authority while retaining supermajority protections.

The meeting outcomes indicate shareholder support for board-nominated governance actions and compensation policies, while rejecting the removal of supermajority requirements. Reported vote counts demonstrate clear majorities on most items; the failed vote to remove supermajority provisions preserves higher amendment thresholds in the charter. All director nominees were elected as presented.

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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): August 18, 2025

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-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 5.07 Submission of Matters to a Vote of Security Holders.

On August 18, 2024, the Company held its 2025 Annual Meeting of Stockholders (the "Annual Meeting"). As of June 20, 2025, the record date for the Annual Meeting, there were 14,127,494 shares of common stock issued and outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 6,041,112 shares were present in person or represented by proxy, which constituted a quorum. The holders of shares of our common stock are entitled to one vote for each share held. Set forth below are the final voting results for each of the proposals submitted to a vote of the Company's stockholders at the Annual Meeting. Each of these proposals is described in greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 8, 2025 (the “Proxy Statement”).

Proposal 1. Election of Directors - The Company's stockholders elected Walter V. Klemp, Robert E. George, Michael D. Cannon, John Climaco, Elizabeth A. Cermak, and Joy Yan to serve until the next Annual Meeting of Stockholders, or until such person's successor is qualified and elected.

Director Name		Votes For			Votes Withheld			Broker Non-Votes
Walter V. Klemp		1,033,770			345,745			4,661,597
Robert E. George		1,062,309			317,206			4,661,597
Michael D. Cannon		1,034,411			345,104			4,661,597
John Climaco		1,047,623			331,892			4,661,597
Elizabeth A. Cermak		1,029,972			349,543			4,661,597
Joy Yan		1,050,419			329,096			4,661,597

Proposal 2. Ratify Grant Thornton LLP as Independent Registered Public Accountant - The Company's stockholders ratified the appointment of Grant Thornton, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025, by the following vote: 

Votes For		Votes Against		Abstain		Broker Non-Votes
5,320,203		697,886		23,023		N/A

Proposal 3. Approve an Amendment to the Moleculin Biotech, Inc. 2024 Equity Incentive Plan to Increase the Number of Shares Authorized for Issuance Thereunder - The Company's stockholders approved the amendment to the Moleculin Biotech, Inc. 2024 Equity Incentive Plan, by the following vote: 

Votes For		Votes Against		Abstain		Broker Non-Votes
814,985		497,454		67,076		4,661,597

Proposal 4. Vote on a Non-binding, Advisory Resolution to Approve Executive Compensation - The Company's stockholders approved a non-binding, advisory resolution to approve executive compensation, by the following vote: 

Votes For		Votes Against		Abstain		Broker Non-Votes
838,183		486,273		55,059		4,661,597

Proposal 5. Approve the Nasdaq Proposal for Certain Warrants Issued on February 26, 2025 - The Company's stockholders approved the issuance of up to 6,542,058 shares of Company common stock upon the exercise of certain warrants issued on February 26, 2025, by the following vote: 

Votes For		Votes Against		Abstain		Broker Non-Votes
904,130		449,114		26,271		4,661,597

Proposal 6. Approve the Nasdaq Proposal for Certain Warrants Issued on June 23, 2025 - The Company's stockholders approved the issuance of up to 148,740,000 shares of Company common stock upon the exercise of certain warrants issued on June 23, 2025, by the following vote: 

Votes For		Votes Against		Abstain		Broker Non-Votes
826,297		450,125		103,093		4,661,597

Proposal 7. Approve an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Eliminate Supermajority Voting Requirements to Amend the Amended and Restated Certificate of Incorporation - An amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate supermajority voting requirements was not approved. Pursuant to the Company’s Amended and Restated Certificate of Incorporation, the affirmative vote of two-thirds of the Company's outstanding shares of common stock is required. The votes on the matter were:

Votes For		Votes Against		Abstain		Broker Non-Votes
880,010		491,068		8,437		4,661,597

Proposal 8. Approve an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Increase the Total Number of Authorized Shares of Common Stock from 100,000,000 Shares to 500,000,000 - An amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock was approved by the following vote:

Votes For		Votes Against		Abstain		Broker Non-Votes
4,320,277		1,697,864		22,971		N/A

Proposal 9. Approve an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Grant our Board of Director’s Authority to Effect a Reverse Stock Split of the Outstanding Shares of the Company’s Common Stock - An amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock was approved by the following vote:

Votes For		Votes Against		Abstain		Broker Non-Votes
3,983,116		1,974,407		83,589		N/A

Proposal 10. Authorize the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting or adjournment or postponement thereof to approve any of the above proposals - The authorization to allow for the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting or adjournment or postponement thereof to approve any of the above Proposals, was approved. The votes on the matter were:

Votes For		Votes Against		Abstain		Broker Non-Votes
4,467,311		1,499,177		74,624		N/A

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: August 18, 2025

By: /s/ Jonathan P. Foster

Jonathan P. Foster

Chief Financial Officer

FAQ

What directors were elected at the Moleculin Biotech (MBRX) annual meeting?

Shareholders elected Walter V. Klemp, Robert E. George, Michael D. Cannon, John Climaco, Elizabeth A. Cermak, and Joy Yan to serve until the next annual meeting.

Did MBRX approve increasing its authorized common shares?

Yes. Shareholders approved increasing authorized common stock from 100,000,000 to 500,000,000 with a vote of 4,320,277 for, 1,697,864 against, and 22,971 abstentions.

Was the proposal to eliminate supermajority voting approved for Moleculin Biotech?

No. The proposal to eliminate supermajority voting requirements was not approved and did not meet the required two-thirds affirmative vote.

Did shareholders approve authority to effect a reverse stock split?

Yes. Shareholders approved an amendment granting the board authority to effect a reverse stock split; recorded votes show 3,983,116 for, 1,974,407 against, and 83,589 abstentions.

Was executive compensation approved in the advisory vote for MBRX?

Yes. The non-binding advisory resolution to approve executive compensation was approved with 838,183 for, 486,273 against, and 55,059 abstentions.