Moleculin wins reverse split authority up to 1-for-20
The board received authority to choose a 1-for-2 to 1-for-20 reverse split ratio before the Annual Meeting’s one-year anniversary.
Sentiment and the balance of points
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Form Type
8-K
Rhea-AI Filing Summary
Moleculin Biotech, Inc. (MBRX) stockholders approved an increase of 3,861,894 shares in the 2024 Stock Plan, bringing the number of shares authorized for issuance under the plan to 3,875,999, including the increase. Walter V. Klemp, Robert E. George, Michael D. Cannon, John Climaco and Elizabeth A. Cermak were elected as directors. Stockholders also ratified Grant Thornton LLP as the independent registered public accounting firm for the year ending December 31, 2026, and approved a non-binding advisory resolution on executive compensation.
Stockholders approved board authority to effect a reverse stock split at a ratio from 1-for-2 to 1-for-20, as determined by the board in its sole discretion prior to the one-year anniversary of the Annual Meeting. The proposed amendment to eliminate supermajority voting requirements was not approved; the amendment required affirmative votes from two-thirds of outstanding common shares. As of August 19, 2026, 19,477,380 common shares were outstanding and entitled to vote, and 8,247,089 shares were present or represented, constituting a quorum.
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Increase in 2024 Stock Plan shares: 3,861,894 shares
Shares authorized for issuance under the 2024 Stock Plan: 3,875,999 shares
Common shares outstanding and entitled to vote: 19,477,380 shares
+4 more
7 metrics
Increase in 2024 Stock Plan shares
3,861,894 shares
Approved at the 2026 Annual Meeting
Shares authorized for issuance under the 2024 Stock Plan
3,875,999 shares
As amended; includes the 3,861,894-share increase
Common shares outstanding and entitled to vote
19,477,380 shares
As of August 19, 2026
Shares present or represented
8,247,089 shares
At the 2026 Annual Meeting; constituted a quorum
Authorized reverse stock split ratio range
1-for-2 to 1-for-20
Board authority approved by stockholders
Votes for reverse stock split authority
5,738,901 votes
Proposal 6 at the 2026 Annual Meeting
Votes against reverse stock split authority
2,488,513 votes
Proposal 6 at the 2026 Annual Meeting
Key Terms
broker non-votes, quorum, supermajority voting requirements, non-binding, advisory resolution
4 terms
broker non-votes financial
"Votes Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
quorum regulatory
"which constituted a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
supermajority voting requirements regulatory
"to eliminate supermajority voting requirements"
non-binding, advisory resolution regulatory
"Vote on a Non-binding, Advisory Resolution"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 9, 2026
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File No.) | (I.R.S. Employer Identification No.) |
(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) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-1(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 |
The |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported below under Item 5.07 of this Current Report, Moleculin Biotech, Inc. (the “Company”) held its scheduled 2026 Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders approved amendments to the Company's 2024 Equity Plan (the “2024 Plan”) including an increase in the number of shares of common stock authorized for issuance under the 2024 Plan by 3,861,894 shares. As amended, the number of shares of the common stock that may be issued under the 2024 Plan is 3,875,999 shares (this includes the 3,861,894 share increase).
For more information about the 2024 Plan and amendments thereto, see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on August 24, 2026 (the “Proxy Statement”), the relevant portions of which are incorporated herein by reference. The foregoing description of the amendments to the 2024 Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2024 Plan, as amended, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 9, 2026, the Company held its Annual Meeting. As of August 19, 2026, the record date for the Annual Meeting, there were 19,477,380 shares of common stock issued and outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 8,247,089 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 Proxy Statement.
Proposal 1. Election of Directors - The Company's stockholders elected Walter V. Klemp, Robert E. George, Michael D. Cannon, John Climaco, and Elizabeth A. Cermak 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 | 2,976,456 | 841,135 | 4,429,498 | ||||||
Robert E. George | 3,016,515 | 801,076 | 4,429,498 | ||||||
Michael D. Cannon | 3,058,476 | 759,115 | 4,429,498 | ||||||
John Climaco | 3,020,971 | 796,620 | 4,429,498 | ||||||
Elizabeth A. Cermak | 3,060,614 | 756,977 | 4,429,498 | ||||||
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, 2026, by the following vote:
Votes For | Votes Against | Abstain | Broker Non-Votes |
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7,592,200 | 470,195 | 184,694 | N/A |
Proposal 3. Approve an Amendment to the Moleculin Biotech, Inc. 2024 Stock Plan to Increase the Number of Shares Authorized for Issuance Thereunder - The Company's stockholders approved the amendment to the Moleculin Biotech, Inc. 2024 Stock Plan, by the following vote:
Votes For | Votes Against | Abstain | Broker Non-Votes |
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2,686,974 | 1,111,121 | 19,496 | 4,429,498 |
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 |
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2,858,548 | 934,565 | 24,478 | 4,429,498 |
Proposal 5. 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 |
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2,828,497 | 901,488 | 87,606 | 4,429,498 |
Proposal 6. Approve an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Grant our Board of Directors 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 grant our Board of Directors authority to effect a reverse stock split of the outstanding shares of the Company’s common stock, at a reverse stock split ratio of between 1-for-2 to 1-for-20 (or any whole number in between), as determined by the Board in its sole discretion, prior to the one-year anniversary of this Annual Meeting was approved. The votes on the matter were:
Votes For | Votes Against | Abstain | Broker Non-Votes |
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5,738,901 | 2,488,513 | 19,675 | N/A |
Proposal 7. 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 |
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6,116,006 | 1,979,187 | 151,896 | N/A |
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit No. | Description |
10.1 | Moleculin Biotech, Inc. 2024 Stock Plan (as amended and restated) |
104 | Cover page Interactive Data File (formatted as 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. |
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Date: October 9, 2026 By: /s/ Jonathan P. Foster Jonathan P. Foster Chief Financial Officer |