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CVI Investments, Inc. and Heights Capital Management, Inc. report beneficial ownership of Moleculin Biotech, Inc. common stock. They collectively report beneficial ownership of 1,863,377 Shares, representing 9.9% of the outstanding common stock. The position consists of 1,400,000 Shares and additional Shares issuable upon exercise of Warrants that are subject to a 9.99% beneficial ownership limitation. Heights Capital Management, Inc., as investment manager to CVI Investments, Inc., may be deemed to share voting and dispositive power over these Shares, while each reporting person disclaims beneficial ownership beyond its pecuniary interest.
Key Figures
Beneficially owned shares:1,863,377 SharesPercent of class:9.9%Common Shares component:1,400,000 Shares+2 more
5 metrics
Beneficially owned shares1,863,377 SharesShares of Moleculin Biotech common stock reported as beneficially owned by the reporting persons
Percent of class9.9%Percentage of Moleculin Biotech common stock represented by the reported beneficial holdings
Common Shares component1,400,000 SharesPortion of the reported beneficial ownership consisting of issued Moleculin Biotech common stock
Shares outstanding baseline18,189,047 SharesMoleculin Biotech Shares outstanding as of completion of the offering referenced in the August 3, 2026 prospectus
Beneficial ownership cap9.99%Maximum ownership threshold beyond which the Warrants cannot be exercised
Key Terms
beneficial owner, Sole Voting Power, Shared Dispositive Power, Limited Power of Attorney, +1 more
5 terms
beneficial ownerfinancial
"may be deemed to be the beneficial owner of all Shares owned by CVI Investments"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Sole Voting Powerfinancial
"5 | Sole Voting Power 0.00 6 | Shared Voting Power 1,863,377.00"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
Shared Dispositive Powerfinancial
"8 | Shared Dispositive Power 1,863,377.00"
Limited Power of Attorneyregulatory
"authorized agent of CVI Investments, Inc. pursuant to a Limited Power of Attorney"
Section 13(d) of the Exchange Actregulatory
"aggregated with such Reporting Person for purposes of Section 13(d) of the Exchange Act"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many Moleculin Biotech (MBRX) shares do the reporting persons beneficially own?
The reporting persons disclose beneficial ownership of 1,863,377 Shares of Moleculin Biotech common stock. This total includes 1,400,000 Shares plus additional Shares issuable upon exercise of Warrants, all subject to a stated ownership cap.
What percentage of Moleculin Biotech (MBRX) common stock is owned by CVI and Heights?
CVI Investments, Inc. and Heights Capital Management, Inc. report beneficial ownership of 9.9% of Moleculin Biotech’s common stock. This percentage is based on 18,189,047 Shares outstanding as indicated in the Company’s August 3, 2026 prospectus.
Who are the reporting persons in this Moleculin Biotech (MBRX) Schedule 13G?
The filing is made jointly by CVI Investments, Inc. and Heights Capital Management, Inc.. Heights Capital Management, Inc. is described as the investment manager to CVI Investments, Inc. and may exercise voting and dispositive power over the reported Shares.
How is the Moleculin Biotech (MBRX) ownership split between common shares and warrants?
The reported beneficial ownership consists of 1,400,000 Shares of common stock and additional Shares issuable upon exercise of Warrants. The exact number of warrant Shares is not specified, and warrant exercises are constrained by a 9.99% ownership limit.
What is the 9.99% beneficial ownership limitation mentioned for Moleculin Biotech (MBRX)?
The Warrants held by the reporting persons are not exercisable if, after exercise, total beneficial ownership would exceed 9.99% of Moleculin Biotech’s outstanding Shares. This limitation caps the percentage of the Company’s stock the reporting persons can beneficially own.
What share counts for Moleculin Biotech (MBRX) are used to calculate the reporting persons’ 9.9% stake?
The percentage is based on 18,189,047 Shares of Moleculin Biotech common stock outstanding, excluding Shares underlying the Warrants. This outstanding share figure comes from the Company’s prospectus filed on August 3, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Moleculin Biotech, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
60855D408
(CUSIP Number)
07/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
60855D408
1
Names of Reporting Persons
CVI Investments, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,863,377.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,863,377.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,863,377.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.
SCHEDULE 13G
CUSIP Number(s):
60855D408
1
Names of Reporting Persons
Heights Capital Management, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,863,377.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,863,377.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,863,377.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Moleculin Biotech, Inc.
(b)
Address of issuer's principal executive offices:
5300 Memorial Drive, Suite 950, Houston, TX 77007
Item 2.
(a)
Name of person filing:
This statement is filed by the entities listed below, who are collectively referred to herein as "Reporting Persons," with respect to the shares of common stock of Moleculin Biotech, Inc. (the "Company"), $0.001 par value per share (the "Shares").
(i) CVI Investments, Inc.
(ii) Heights Capital Management, Inc.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of CVI Investments, Inc. is:
P.O. Box 309GT
Ugland House
South Church Street
George Town
Grand Cayman
KY1-1104
Cayman Islands
The address of the principal business office of Heights Capital Management, Inc. is:
101 California Street, Suite 3250
San Francisco, California 94111
(c)
Citizenship:
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(d)
Title of class of securities:
Common Stock, $0.001 par value per share
(e)
CUSIP Number(s):
60855D408
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by this Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
The number of Shares reported as beneficially owned consists of (i) 1,400,000 Shares, and (ii) Shares issuable upon the exercise of warrants to purchase Shares (the "Warrants"). The Warrants are not exercisable to the extent that the total number of Shares then beneficially owned by a Reporting Person and its affiliates and any other persons whose beneficial ownership of Shares would be aggregated with such Reporting Person for purposes of Section 13(d) of the Exchange Act, would exceed 9.99%.
The Company's Prospectus (Registration No. 333-297776), filed on August 3, 2026, indicates there were 18,189,047 Shares outstanding (excluding Shares underlying the Warrants) as of the completion of the offering of the Shares referred to therein.
(b)
Percent of class:
9.9 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by this Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(ii) Shared power to vote or to direct the vote:
The information required by this Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
(iii) Sole power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
CVI Investments, Inc.
Signature:
/s/ Sarah Travis
Name/Title:
Sarah Travis, Assistant General Counsel and Assistant Secretary of Heights Capital Management, Inc.
Date:
08/10/2026
Heights Capital Management, Inc.
Signature:
/s/ Sarah Travis
Name/Title:
Sarah Travis, Assistant General Counsel and Assistant Secretary
Date:
08/10/2026
Comments accompanying signature: Heights Capital Management, Inc. serves as authorized agent of CVI Investments, Inc. pursuant to a Limited Power of Attorney, a copy of which is attached as Exhibit 24 hereto.
Exhibit Information
EXHIBIT INDEX
EXHIBIT DESCRIPTION
________ ________
24 Limited Power of Attorney
99 Joint Filing Agreement
