Moleculin Biotech (NASDAQ: MBRX) backs large warrant share issuance

Rhea-AI Filing Summary

Moleculin Biotech, Inc. stockholders approved the issuance of up to 2,610,823 shares of common stock upon exercise of certain warrants issued on December 11, 2025. The warrant-related Nasdaq Proposal passed with 578,385 votes for, 68,176 against and 3,444 abstentions, with 546,307 broker non-votes.

Stockholders did not approve changing the company’s name to Moleculin Inc., because the vote did not reach the required majority of all outstanding shares, even though 1,124,921 voted for, 67,441 against and 3,950 abstained. They also approved a potential adjournment to solicit additional proxies if needed.

Positive

• None.

Negative

• Approval to issue up to 2,610,823 shares upon warrant exercise represents a large potential increase versus 2,693,531 shares outstanding as of the record date, which could materially dilute existing stockholders if the warrants are exercised.

Insights

Equity capital structure analyst

Shareholders cleared a large potential warrant-driven share issuance while rejecting a corporate name change.

Stockholders approved issuing up to 2,610,823 common shares tied to warrants dated December 11, 2025. With 2,693,531 shares outstanding as of the record date, this authorization represents a sizable potential increase in the share count if the warrants are exercised.

The Nasdaq-related approval helps align the warrant issuance with exchange rules, but future dilution depends on actual exercises. The failed name change shows investors did not reach the higher voting threshold required to amend the charter, while the adjournment approval gives flexibility to seek more proxies on similar matters.

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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 5, 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-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 February 5, 2026, the Company held a Special Meeting of Stockholders (the "Special Meeting"). As of December 11, 2025, the record date for the Special Meeting, there were 2,693,531 shares of common stock issued and outstanding and entitled to vote on the proposals presented at the Special Meeting, of which 1,196,312 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 Special 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 January 2, 2026 (the “Proxy Statement”).

Proposal 1. Approve the Nasdaq Proposal for Certain Warrants Issued on December 11, 2025 - The Company's stockholders approved the issuance of up to 2,610,823 shares of Company common stock upon the exercise of certain warrants issued on December 11, 2025, by the following vote:

Votes For		Votes Against		Abstain		Broker Non-Votes
578,385		68,176		3,444		546,307

Proposal 2. Approve an Amendment to Change the Company’s Name from Moleculin Biotech, Inc. to Moleculin Inc. - The Company's stockholders did not approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to change the Company’s name from Moleculin Biotech, Inc. to Moleculin Inc. (as such vote required a majority of the outstanding shares on the record date to vote “For” which did not occur) by the following vote: 

Votes For		Votes Against		Abstain		Broker Non-Votes
1,124,921		67,441		3,950		N/A

Proposal 3. Approve an Adjournment - The Company's stockholders approved an adjournment, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Nasdaq Proposal or the Name Change Proposal, by the following vote:  

Votes For		Votes Against		Abstain		Broker Non-Votes
582,534		64,190		3,281		546,307

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 5, 2026

By: /s/ Jonathan P. Foster

Jonathan P. Foster

Chief Financial Officer

FAQ

What did Moleculin Biotech (MBRX) stockholders approve regarding warrants?

Stockholders approved issuing up to 2,610,823 shares of common stock upon exercise of certain warrants issued on December 11, 2025. The proposal received 578,385 votes for, 68,176 against, 3,444 abstentions and 546,307 broker non-votes.

How many Moleculin Biotech (MBRX) shares were outstanding for the special meeting?

As of the December 11, 2025 record date, Moleculin Biotech had 2,693,531 shares of common stock issued, outstanding and entitled to vote. A total of 1,196,312 shares were present in person or by proxy at the special meeting, constituting a quorum.

Did Moleculin Biotech (MBRX) approve changing its corporate name?

No. Stockholders did not approve the amendment to change the company name from Moleculin Biotech, Inc. to Moleculin Inc. Although 1,124,921 votes were cast in favor, the proposal required a majority of all outstanding shares, which was not achieved.

What was the outcome of Moleculin Biotech’s adjournment proposal?

Stockholders approved a proposal to adjourn the special meeting, if necessary, to solicit additional proxies for the Nasdaq or name change proposals. The adjournment measure received 582,534 votes for, 64,190 against, 3,281 abstentions and 546,307 broker non-votes.

How many votes supported Moleculin Biotech’s Nasdaq warrant proposal?

The Nasdaq-related warrant proposal obtained 578,385 votes for, 68,176 against and 3,444 abstentions, with 546,307 broker non-votes. This approval allows issuance of up to 2,610,823 common shares upon exercise of the specified December 11, 2025 warrants.