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

Rhea-AI Filing Summary

Moleculin Biotech, Inc. reported that Nasdaq has issued a determination to delist its common stock after the company failed to regain compliance with Nasdaq Listing Rule 5550(b)(1), which requires at least $2.5 million in stockholders’ equity or specified alternative criteria.

Nasdaq previously gave the company until November 19, 2025 to regain compliance, but a letter dated November 20, 2025 states that the company remains non-compliant.

Unless Moleculin requests a hearing before a Nasdaq panel by November 28, 2025, its securities are scheduled to be delisted on December 2, 2025. The company intends to appeal this determination under Nasdaq’s procedures, and its common stock is expected to continue trading on The Nasdaq Capital Market under the symbol “MBRX” while the appeal is pending.

Positive

• None.

Negative

• Nasdaq delisting determination: Nasdaq has determined that Moleculin Biotech has not regained compliance with Listing Rule 5550(b)(1) and set a potential delisting date of December 2, 2025, introducing significant listing and liquidity risk.

Insights

Equity markets and listing standards analyst

Nasdaq has initiated delisting of Moleculin, with an appeal planned.

Moleculin Biotech reports that it has not met Nasdaq Listing Rule 5550(b)(1), which requires at least $2.5 million in stockholders’ equity or qualifying alternatives. Nasdaq gave the company until November 19, 2025 to regain compliance but determined on November 20, 2025 that it still fell short.

The company has received a delisting determination letter stating that, absent further action, its securities will be removed from The Nasdaq Capital Market on December 2, 2025. This introduces clear listing risk and could affect liquidity and visibility if the shares move to an over-the-counter venue after any process concludes.

Moleculin states that it intends to appeal to a Nasdaq hearing panel under the Listing Rule 5800 Series, which would stay any suspension while the panel reviews the case and considers any extension. The outcome will depend on the panel’s decision and the company’s ability to demonstrate compliance during that process.

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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): November 20, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on May 23, 2025, Moleculin Biotech, Inc. (the “Company”) received a letter from the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”), which notified the Company that it did not comply with Nasdaq’s Listing Rule 5550(b)(1) (the “Listing Rule”), which requires that the Company maintain a minimum of $2.5 million in stockholders’ equity, and that the Company also did not meet the alternatives of market value of listed securities or net income from continuing operations set forth in the Listing Rule.

The Staff had previously granted the Company an extension until November 19, 2025 to regain compliance with the Listing Rule. On November 20, 2025, the Company received a delist determination letter from the Staff (the “Nasdaq Notice”) advising the Company that the Staff had determined that the Company had not regained compliance with the Listing Rule. Accordingly, the Staff indicated that unless the Company requests a hearing panel (a “Panel”) appeal of the delist determination by November 28, 2025, its securities would be delisted on December 2, 2025.

The Company intends to appeal Nasdaq’s determination to a Panel pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series to stay any suspension pending the Panel’s determination and any further extension the Panel may grant. . Following the appeal request, the Company’s common stock will continue to trade on The Nasdaq Capital Market under the symbol “MBRX”.

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: November 21, 2025

By: /s/ Jonathan P. Foster

Jonathan P. Foster

Chief Financial Officer