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  4. [8-K] Moleculin Biotech, Inc. Reports Material Event

Moleculin Biotech (NASDAQ: MBRX) prices $9.3M stock and warrant offering

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Moleculin Biotech entered placement agency and securities purchase agreements for a public offering of 12,376,667 shares of common stock or pre-funded warrants and Series I common stock purchase warrants to buy up to 37,130,001 shares. The combined public offering price is $0.75 per share (or pre-funded warrant) and accompanying warrant, generating approximately $9.3 million in gross proceeds before fees and expenses. The sale closed on August 3, 2026 under an effective Form S-1 registration statement.

The pre-funded warrants are exercisable at $0.001 per share until fully exercised, while the common warrants are exercisable at $0.75 per share for five years after the initial exercise date, subject to 4.99%–9.99% beneficial ownership limits and an exercise price adjustment feature with a $0.21 floor. Net proceeds are intended to advance the Annamycin program through clinical development and for working capital. The company agreed to restrictions on additional equity issuances and variable rate transactions, 60‑day lock-ups for directors and officers, a 6.5% cash fee plus up to $100,000 of expenses to the placement agent, and a 1.0% fee to a financial advisor.

Positive

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Filing Explained

The offering is closed, but warrant exercise remains a conditional future source of shares and cash, with ownership caps and a $0.21 exercise-price floor.

The offering closed on August 3, 2026, but the filing reports the 37,130,001 common-warrant shares as shares to be purchased on exercise, not as shares issued in the closing.

If exercised, either warrant type can add common shares and reduce existing holders’ percentage ownership absent offsetting changes; pre-funded warrants have a $0.001 exercise price, while common warrants can be exercised cashlessly only when registration is unavailable.

The common warrants’ exercise price can reset to a later qualifying issuance price, subject to a $0.21 floor, and certain fundamental transactions trigger a Black-Scholes-value payment right.

At March 31, 2026, cash and equivalents were $10.317 million versus $6.111 million of first-quarter operating cash outflow; that cash equals 151.9 days of the latest reported quarter’s operating cash use.

The filing reports no warrant exercise amount, so the ultimate number of warrant-related shares and additional proceeds cannot be established from this disclosure.

Sources and calculations
  • Form 8-K (2026-07-31)
  • Dilution definition (2026-07-17)
  • Pre-funded warrant definition (2026-07-17)
  • Moleculin Biotech first-quarter 2026 fundamentals (2026-03-31)
  • Cash and equivalents vs quarterly operating cash outflow, in days of cash use $10,317,000 / ($6,111,000 / 90) = [object Object]
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares or Pre-Funded Warrants Offered 12,376,667 shares Aggregate common stock or pre-funded warrants in July 31, 2026 public offering
Common Warrant Shares Underlying 37,130,001 shares Maximum number of common shares issuable upon exercise of Series I Common Warrants
Combined Offering Price $0.75 per share and accompanying warrant Public offering price per share of common stock (or pre-funded warrant) and common warrant
Gross Proceeds approximately $9.3 million Total gross proceeds from the offering before fees and expenses
Pre-Funded Warrant Exercise Price $0.001 per share Exercise price for each pre-funded warrant until exercised in full
Common Warrant Exercise Price $0.75 per share Exercise price for each Series I Common Stock Purchase Warrant
Exercise Price Floor $0.21 per share Minimum exercise price for common warrants after any price adjustment
Placement Agent Cash Fee 6.5% of gross proceeds Cash fee payable to Roth Capital Partners, LLC for acting as placement agent
Pre-Funded Warrants financial
"or pre-funded warrants in lieu thereof (the “Pre-Funded Warrants”)"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Common Warrants financial
"Series I Common Stock Purchase Warrants to purchase up to an aggregate of 37,130,001 shares of Common Stock (the “Common Warrants”)"
A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.
Black Scholes Value financial
"the holder of the Common Warrants will have the right to receive the Black Scholes Value (as defined in the Common Warrants)"
The Black–Scholes value is the theoretical fair price of a stock option calculated by the Black–Scholes mathematical model; it combines the current stock price, the option’s strike price, time until expiration, expected price swings (volatility), and interest rates to produce a single number. Investors use it like a reference sticker price: to spot mispriced options, guide trading and hedging decisions, and estimate potential risk and reward without relying on emotion or guesswork.
Variable Rate Transaction financial
"any issuance of Common Stock ... involving a Variable Rate Transaction (as defined in the Purchase Agreement)"
lock-up agreements financial
"directors and officers entered into lock-up agreements ... not to offer, sell, contract to sell, hypothecate, pledge or otherwise dispose"
A lock-up agreement is a contract that prevents company insiders—founders, employees, and early investors—from selling their shares for a set period after a public stock offering. It matters to investors because it keeps a large block of shares off the market temporarily; when the lock-up ends, those holders can sell and this increased supply can cause the stock price to fall, similar to a timed release that suddenly opens a valve.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Moleculin Biotech (MBRX) offer in its July 2026 financing?
Moleculin Biotech offered 12,376,667 shares of common stock or pre-funded warrants plus Series I common stock purchase warrants to buy up to 37,130,001 shares. The combined public offering price was $0.75 per share (or pre-funded warrant) and accompanying common warrant.

How much capital did Moleculin Biotech (MBRX) raise and at what price?
The company raised approximately $9.3 million in gross proceeds through a public offering priced at $0.75 per share of common stock (or pre-funded warrant) and accompanying common warrant. This amount is before placement agent fees and other offering expenses and excludes any warrant exercise proceeds.

What are the key terms of Moleculin Biotech (MBRX) warrants from this deal?
Pre-funded warrants are exercisable at $0.001 per share until fully exercised. Common warrants are exercisable at $0.75 per share for five years, include 4.99%–9.99% beneficial ownership limits, and feature an exercise price adjustment with a $0.21 floor.

How will Moleculin Biotech (MBRX) use the proceeds from this offering?
Moleculin Biotech plans to use the net proceeds to advance Annamycin through clinical development and for working capital. This links the financing directly to funding its lead program while also supporting general corporate and operational needs.

What issuance and lock-up restrictions affect Moleculin Biotech (MBRX) after the offering?
The company agreed to 45-day limits on issuing or registering additional equity, and to avoid Variable Rate Transactions for 180 days, subject to exceptions. Directors and officers signed 60-day lock-up agreements restricting sales of common stock and related securities.
false 0001659617 0001659617 2026-07-31 2026-07-31
 
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): July 31, 2026
logo.jpg
 
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-4(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 1.01. Entry into a Material Definitive Agreement.
 
On July 31, 2026, Moleculin Biotech, Inc., a Delaware corporation (the “Company”), entered into a placement agency agreement (the “Placement Agreement”) with Roth Capital Partners, LLC (the “Placement Agent”) for the public offering (the “Offering”) by the Company of (i) an aggregate of 12,376,667 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), or pre-funded warrants in lieu thereof (the “Pre-Funded Warrants”), and (ii) Series I Common Stock Purchase Warrants to purchase up to an aggregate of 37,130,001 shares of Common Stock (the “Common Warrants” and, together with the Pre-Funded Warrants, the “Warrants”). The combined public offering price was $0.75 per share of Common Stock (or pre-funded warrant in lieu thereof) and accompanying Common Warrant. In connection with the Offering, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain of the purchasers in the Offering.
 
Subject to certain ownership limitations, the Warrants are exercisable at any time on or after the closing of the Offering (the “Initial Exercise Date”). Each Pre-Funded Warrant is exercisable into one share of Common Stock at an exercise price of $0.001 per share (as adjusted from time to time in accordance with the terms thereof) and expires when exercised in full. The Common Warrants are exercisable into one share of Common Stock at an exercise price of $0.75 per share (as adjusted from time to time in accordance with the terms thereof) and expire on the five-year anniversary of the Initial Exercise Date.
 
The Warrants may only be exercised on a cashless basis if there is no registration statement registering, or the prospectus contained therein is not available for, the issuance or resale of shares of Common Stock underlying the Warrants to or by the holder. The holder of a Common Warrant is prohibited from exercising any Common Warrants to the extent that such exercise would result in the number of shares of Common Stock beneficially owned by such holder and its affiliates exceeding 4.99% of the total number of shares of Common Stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the holder’s election not to exceed 9.99%. The holder of a Pre-Funded Warrant is similarly prohibited from exercising any Pre-Funded Warrants to the extent that such exercise would result in the holder and its affiliates beneficially owning in excess of 4.99% (or, at the holder’s election, 9.99%) of the total number of shares of Common Stock outstanding immediately after giving effect to the exercise. In the event of certain fundamental transactions, the holder of the Common Warrants will have the right to receive the Black Scholes Value (as defined in the Common Warrants) of its Common Warrants calculated pursuant to a formula set forth in the Common Warrants, payable either in cash or in the same type or form of consideration that is being offered and being paid to the holders of Common Stock.
 
If, while the Common Warrants are outstanding, the Company issues or sells, or is deemed to have issued or sold, any Common Stock and/or Common Stock equivalents other than in connection with certain exempt issuances, at a purchase price per share less than the exercise price of the Common Warrants in effect immediately prior to such issuance or sale or deemed issuance or sale, then immediately after such issuance or sale or deemed issuance or sale, the exercise price of the Common Warrants then in effect will be reduced to an amount equal to the new issuance price, subject to a floor price of $0.21.
 
The closing of the sale of these securities occurred on August 3, 2026 (the “Closing Date”). The gross proceeds to the Company from the Offering were approximately $9.3 million, before deducting the Placement Agent’s fees and other Offering expenses, and excluding the proceeds, if any, from the exercise of the Warrants. The Company intends to use the net proceeds from the Offering to advance Annamycin through clinical development and for working capital.
 
Pursuant to the Purchase Agreement, the Company agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, or file any registration statement or prospectus, or any amendment or supplement thereto, for 45 days after the Closing Date, subject to certain exceptions. In addition, the Company has agreed not to effect or enter into an agreement to effect any issuance of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock involving a Variable Rate Transaction (as defined in the Purchase Agreement) until 180 days after the Closing Date, subject to certain exceptions; provided that commencing on the 46th day following the Closing Date, the Company will be permitted to make sales under its existing “at-the-market offering” sales agreement with Roth Capital Partners, LLC.
 
The offering of the Shares and Warrants was made pursuant to a Registration Statement on Form S-1 (File No. 333-297776) (the “Registration Statement”), which was initially filed by the Company with the Securities and Exchange Commission on July 29, 2026, and subsequently amended and then declared effective on July 31, 2026. The Offering of the Shares and Warrants was made only by means of a prospectus forming a part of the Registration Statement.
 
In connection with the Offering, the Company’s directors and officers entered into lock-up agreements with the Placement Agent (the “Lock-Up Agreements”) pursuant to which each such person agreed, subject to certain exceptions, not to offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock beneficially owned by such person for a period of 60 days following the Closing Date.
 
 
Pursuant to the Placement Agreement, the Company agreed to pay the Placement Agent a cash fee equal to 6.5% of the gross proceeds received by the Company from the sale of the securities in the Offering. The Company also agreed to reimburse the Placement Agent for its reasonable and documented out-of-pocket expenses incurred in connection with the Offering, in an amount not to exceed $100,000 in the aggregate. Maxim Group LLC acted as financial advisor to the Company for the Offering and received a fee of 1.0% of the aggregate gross proceeds of the Offering. 
 
The representations, warranties and covenants contained in the Purchase Agreement and Placement Agreement were made solely for the benefit of the parties to the Purchase Agreement and Placement Agreement. In addition, such representations, warranties and covenants: (i) are intended as a way of allocating the risk between the parties to such agreements and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement and Placement Agreement are filed with this Current Report on Form 8-K only to provide investors with information regarding the terms of the transaction, and not to provide investors with any other factual information regarding the Company. Information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement or Placement Agreement, which subsequent information may or may not be fully reflected in public disclosures.
 
The forms of the Purchase Agreement, the Placement Agreement, the Common Warrant, and the Pre-Funded Warrant are filed as Exhibits 10.1, 1.1, 4.1, and 4.2, respectively, to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit 
No.
 
Exhibit Description
 
 
 
1.1
 
Placement Agency Agreement dated July 31, 2026, by and between Moleculin Biotech, Inc. and Roth Capital Partners, LLC
4.1
 
Form of Series I Common Stock Purchase Warrant
4.2
 
Form of Pre-Funded Warrant
10.1
 
Form of Securities Purchase Agreement
104
 
Cover page Interactive Data File (embedded within the 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.
 
 
 
Date: August 3, 2026
 
By: /s/ Jonathan P. Foster
Jonathan P. Foster
Chief Financial Officer
 
 

Source: View Original Filing on SEC EDGAR

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