Shareholders at Moleculin (NASDAQ: MBRX) back 6.37M-share warrant plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Moleculin Biotech, Inc. reported results of a Special Meeting of Stockholders. As of the February 20, 2026 record date, there were 4,933,110 shares of common stock outstanding, with 2,382,989 shares represented at the meeting, constituting a quorum.
Stockholders approved a Nasdaq-related proposal authorizing the issuance of up to 6,367,956 shares of common stock upon exercise of certain warrants issued on February 20, 2026. The vote was 854,036 for, 211,394 against, and 7,489 abstentions, with 1,310,070 broker non-votes.
Stockholders did not approve an amendment to change the company’s name to Moleculin Inc., as this proposal required a majority of all outstanding shares to vote in favor. An adjournment proposal to allow additional proxy solicitation, if needed, was approved.
Positive
- None.
Negative
- Significant potential dilution approved: Stockholders authorized issuance of up to 6,367,956 new common shares upon warrant exercise, a large potential increase compared with 4,933,110 shares outstanding on the record date.
Insights
Shareholders cleared a large warrant share issuance but rejected a corporate name change.
Stockholders of Moleculin Biotech, Inc. approved a Nasdaq-related proposal permitting issuance of up to 6,367,956 common shares upon exercise of warrants dated February 20, 2026. With 4,933,110 shares outstanding on the record date, this represents a sizable potential expansion of the equity base.
The meeting also saw rejection of an amendment to change the corporate name to Moleculin Inc., because it failed to secure a majority of all outstanding shares, despite more votes cast for than against. An adjournment proposal passed, preserving flexibility to solicit further proxies if required for the Nasdaq or name change items.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
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.
Key Figures
Shares outstanding: 4,933,110 shares
Shares represented: 2,382,989 shares
Warrant share authorization: 6,367,956 shares
+4 more
7 metrics
Shares outstanding
4,933,110 shares
Common stock outstanding as of February 20, 2026 record date
Shares represented
2,382,989 shares
Shares present in person or by proxy, constituting a quorum
Warrant share authorization
6,367,956 shares
Maximum common shares issuable upon exercise of February 20, 2026 warrants
Nasdaq Proposal votes for
854,036 votes
Votes in favor of warrant-related Nasdaq Proposal
Nasdaq Proposal votes against
211,394 votes
Votes against warrant-related Nasdaq Proposal
Name change votes for
2,015,174 votes
Votes for amendment to change company name
Adjournment votes for
616,186 votes
Votes approving potential adjournment to solicit more proxies
Key Terms
Special Meeting of Stockholders, Nasdaq Proposal, proxy statement, broker non-votes, +1 more
5 terms
Special Meeting of Stockholders financial
"On April 15, 2026, the Company held a Special Meeting of Stockholders"
A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.
Nasdaq Proposal financial
"Approve the Nasdaq Proposal for Certain Warrants Issued on February 20, 2026"
proxy statement financial
"Each of these proposals is described in greater detail in the Company’s definitive proxy statement filed"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
broker non-votes financial
"Votes For ... Abstain ... Broker Non-Votes 854,036 ... 7,489 ... 1,310,070"
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 financial
"2,382,989 shares were present in person or represented by proxy, 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.
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): April 15, 2026
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction of Incorporation or Organization)
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(Commission File No.)
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(I.R.S. Employer Identification No.)
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(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):
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:
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Title of each class
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Trading Symbol (s)
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Name of each exchange on which registered
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The
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 15, 2026, the Company held a Special Meeting of Stockholders (the "Special Meeting"). As of February 20, 2026, the record date for the Special Meeting, there were 4,933,110 shares of common stock issued and outstanding and entitled to vote on the proposals presented at the Special Meeting, of which 2,382,989 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 March 9, 2026 (the “Proxy Statement”).
Proposal 1. Approve the Nasdaq Proposal for Certain Warrants Issued on February 20, 2026 - The Company's stockholders approved the issuance of up to 6,367,956 shares of Company common stock upon the exercise of certain warrants issued on February 20, 2026, by the following vote:
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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854,036
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211,394
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7,489
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1,310,070
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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:
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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2,015,174
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82,841
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284,974
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N/A
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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:
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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616,186
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169,854
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286,879
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1,310,070
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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.
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MOLECULIN BIOTECH, INC.
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Date: April 15, 2026
By: /s/ Jonathan P. Foster
Jonathan P. Foster
Chief Financial Officer
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