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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 26, 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 3.03. Material Modifications of Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 herein is incorporated by reference into this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Moleculin Biotech, Inc. (the “Company”) annual meeting of stockholders completed on August 18, 2025, the stockholders of the Company approved an amendment to the Company’s amended and restated certificate of incorporation (the “Amendment”) to effect the reverse stock split at a ratio in the range of 1-for-2 to 1-for-30, with such ratio to be determined in the discretion of the Company’s board of directors and with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s board of directors in its sole discretion prior to the one-year anniversary of the annual meeting.

Pursuant to such authority granted by the Company’s stockholders, the Company’s board of directors approved a one-for-twenty-five (1:25) reverse stock split (the “Reverse Stock Split”) of the Company’s common stock and the filing of the Amendment to effectuate the Reverse Stock Split. The Amendment was filed with the Secretary of State of the State of Delaware and the Reverse Stock Split will become effective in accordance with the terms of the Amendment at 12:01 a.m. Eastern Time on December 1, 2025 (the “Effective Time”), and the Company’s common stock will open for trading on The Nasdaq Capital Market on December 1, 2025 on a post-split basis, under the existing ticker symbol “MBRX” but with a new CUSIP number 60855D408. The Amendment provides that, at the Effective Time, every twenty-five (25) shares of the Company’s issued and outstanding common stock will automatically be combined into one issued and outstanding share of common stock, without any change in par value per share, which will remain $0.001.

As a result of the Reverse Stock Split, the number of shares of common stock outstanding will be reduced from approximately 51.6 million shares to approximately 2.07 million shares, and the number of authorized shares of common stock will remain at 500 million shares. As a result of the Reverse Stock Split, except as set forth below, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all outstanding stock options, restricted stock unit awards and warrants, which will result in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options, restricted stock unit awards and warrants, and, in the case of stock options and warrants, a proportional increase in the exercise price of all such stock options and warrants. With respect to the Company's outstanding Series E Warrants to purchase 27,852,241 shares of common stock at an exercise price of $0.37 per share and Series F warrants to purchase 64,864,864 shares of common stock at an exercise price of $0.43 per share, if the lowest daily volume weighted average price during the period commencing five consecutive trading days immediately preceding and the five consecutive trading days commencing on the date of the Reverse Stock Split is less than the exercise price of the Series E warrants and/or Series F warrants then in effect, then the exercise price of such warrants will be reduced to the lowest daily volume weighted average price during such period. In addition, solely with respect to the Series E warrants, the number of shares issuable upon exercise will be proportionately adjusted such that the aggregate price will remain unchanged, subject to a floor price of $3.00 per share. In addition, the number of shares reserved for issuance under the Company’s equity compensation plan immediately prior to the Effective Time will be reduced proportionately.

No fractional shares will be issued as a result of the Reverse Stock Split, and instead, the Company will pay cash (without interest) equal to such fraction multiplied by the average of the closing sales prices of the common stock during the regular trading hours for the five consecutive trading days immediately preceding the Reverse Stock Split. The share amounts set forth in the above paragraph do not take into account any shares which may be paid for in connection with the foregoing treatment of fractional shares.

The summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 8.01 Other Events

On November 26, 2025, the Company issued a press release to announce that it filed a certificate of amendment to its certificate of incorporation with the Secretary of State of the State of Delaware to effect a 1-for-25 reverse stock split of its common stock. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference herein.

The table below sets forth the impact of the Reverse Stock Split on the Company’s net loss per common share – basic and diluted and weighted average common shares outstanding – basic and diluted, for the years ended December 31, 2024 and 2023, the three months ended March 31, 2025 and 2024, the three and six months ended June 30, 2025 and 2024, the three and nine months ended September 30, 2025 and 2024.

	Dollars in thousands except share and per share data

	Pre- Split (1)						Post- Split
	Year ended December 31,						Year ended December 31,
	2024			2023			2024			2023
Net loss	$	(26,048	)	$	(28,215	)	$	(26,048	)	$	(28,215	)
Net loss per common share - basic and diluted	$	(7.57	)	$	(14.28	)	$	(189.14	)	$	(357.04	)
Weighted average common shares outstanding - basic and diluted		3,442,997			1,975,610			137,720			79,024

	Pre- Split (2)						Post- Split
	Three Months Ended March 31,						Three Months Ended March 31,
	2025			2024			2025			2024
Net loss	$	(5,904	)	$	(6,425	)	$	(5,904	)	$	(6,425	)
Net loss per common share - basic and diluted	$	(0.63	)	$	(2.61	)	$	(15.80	)	$	(65.13	)
Weighted average common shares outstanding - basic and diluted		9,343,771			2,466,174			373,751			98,647

	Pre- Split (2)						Post- Split
	Three Months Ended June 30,						Three Months Ended June 30,
	2025			2024			2025			2024
Net loss	$	(17,809	)	$	(6,015	)	$	(17,809	)	$	(6,015	)
Net loss per common share - basic and diluted	$	(1.15	)	$	(2.37	)	$	(28.68	)	$	(59.13	)
Weighted average common shares outstanding - basic and diluted		15,526,401			2,543,244			621,056			101,730

	Pre- Split (2)						Post- Split
	Six Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Net loss	$	(23,713	)	$	(12,440	)	$	(23,713	)	$	(12,440	)
Net loss per common share - basic and diluted	$	(1.90	)	$	(4.97	)	$	(47.61	)	$	(124.17	)
Weighted average common shares outstanding - basic and diluted		12,452,165			2,504,709			498,087			100,188

	Pre- Split (2)						Post- Split
	Three Months Ended September 30,						Three Months Ended September 30,
	2025			2024			2025			2024
Net loss	$	(25,399	)	$	(7,024	)	$	(25,399	)	$	(7,024	)
Net loss per common share - basic and diluted	$	(0.68	)	$	(1.89	)	$	(17.02	)	$	(47.28	)
Weighted average common shares outstanding - basic and diluted		37,304,455			3,714,278			1,492,178			148,571

	Pre- Split (2)						Post- Split
	Nine Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Net loss	$	(49,112	)	$	(19,464	)	$	(49,112	)	$	(19,464	)
Net loss per common share - basic and diluted	$	(2.36	)	$	(6.69	)	$	(58.95	)	$	(167.17	)
Weighted average common shares outstanding - basic and diluted		20,827,296			2,910,842			833,092			116,434

(1)	The net loss at December 31, 2024 and 2023 has been retrospectively adjusted for the company's change in accounting policy during September 30, 2025, from a net loss of $21,763 to $26,048 at December 31, 2024 and $29,769 to $28,215 at December 31, 2023, respectively.
(2)	The pre-split amounts represent amounts from the Company's Quarterly report on Form 10-Q, Note 2 at September 30, 2025.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No. Description

3.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Moleculin Biotech, Inc., filed with the Secretary of State of the State of Delaware.
99.1	Press Release dated November 26, 2025
104	Cover page Interactive Data File (embedded within the Inline XBRL document)

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 28, 2025

	By:	/s/ Jonathan P. Foster
		Jonathan P. Foster
		Chief Financial Officer

EX-3.1 2 ex_893490.htm EXHIBIT 3.1 ex_893490.htm

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MOLECULIN BIOTECH, INC.

Moleculin Biotech, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) for the purpose of amending its Amended and Restated Certificate of Incorporation in accordance with the General Corporation Law of the State of Delaware, does hereby make and execute this Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, and does hereby certify that:

1. The Board of Directors of the Corporation (the “Board”), acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions amending Article 4.1 of its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), so that effective upon the effective time of this Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware, each twenty-five (25) shares of the Corporation’s common stock, par value $0.001 per share (hereinafter the “Common Stock”), issued and outstanding shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one share of Common Stock without increasing or decreasing the par value of each share of Common Stock (the “Reverse Stock Split”) and without increasing or decreasing the authorized number of shares of Common Stock (which shall be Five Hundred Million (500,000,000) shares of Common Stock, par value $0.001 per share, authorized) or the Corporation’s preferred stock (which shall be Five Million (5,000,000) shares of preferred stock, par value $0.001 per share, authorized (hereinafter the “Preferred Stock”)); provided, however, no fractional shares of Common Stock shall be issued in connection with the Reverse Stock Split, and instead, the Corporation shall pay cash (without interest) equal to such fraction multiplied by the average of the closing sales prices of the Common Stock during regular trading hours for the five consecutive trading days immediately preceding the Reverse Stock Split. The Reverse Stock Split shall occur whether or not the certificates representing such shares of Common Stock are surrendered to the Corporation or its transfer agent.

2. Thereafter, pursuant to a resolution of the Board, a meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the foregoing amendment.

3. The foregoing amendment has been duly adopted by the stockholders of the Corporation in accordance with the provisions of Section 242 of the General Corporation law of the State of Delaware.

4. This amendment shall be effective as of 12:01 a.m., Eastern Time, on December 1, 2025.

IN WITNESS WHEREOF, I have signed this Certificate this 25th day of November 2025.

MOLECULIN BIOTECH, INC.

By: /s/ Jonathan P. Foster
Name: Jonathan P. Foster
Title: EVP & Chief Financial Officer

EX-99.1 3 ex_893722.htm EXHIBIT 99.1 ex_893722.htm

Exhibit 99.1

Announces Reverse Stock Split

HOUSTON, November 26, 2025 — Moleculin Biotech, Inc., (Nasdaq: MBRX) (“Moleculin” or the “Company”), today announced that it ﬁled an amendment to its amended and restated certiﬁcate of incorporation with the Secretary of State of the State of Delaware to eﬀect a 1-for-25 reverse stock split of its common stock. The reverse stock split will take eﬀect at 12:01 am (Eastern Time) on December 1, 2025, and the Company’s common stock will open for trading on The Nasdaq Capital Market on December 1, 2025 on a post-split basis, under the existing ticker symbol “MBRX” but with a new CUSIP number 60855D 408.

As a result of the reverse stock split, every 25 shares of the Company’s common stock issued and outstanding prior to the opening of trading on December 1, 2025 will be consolidated into one issued and outstanding share, with no change in the nominal par value per share of $0.001. No fractional shares will be issued if, as a result of the reverse stock split, a stockholder would become entitled to a fractional share because the number of shares of common stock they hold before the reverse stock split is not evenly divisible by the split ratio. Instead, the stockholder will be entitled to receive a cash payment in lieu of a fractional share.

As a result of the reverse stock split, the number of shares of common stock outstanding will be reduced from approximately 51.7 million shares to approximately 2.1 million shares, and the number of authorized shares of common stock will remain at 500 million shares.

About Moleculin Biotech, Inc.

Moleculin Biotech, Inc. is a Phase 3 clinical stage pharmaceutical company advancing a pipeline of therapeutic candidates addressing hard-to-treat tumors and viruses. The Company’s lead program, Annamycin, is a next-generation highly eﬃcacious and well tolerated anthracycline designed to avoid multidrug resistance mechanisms and to lack the cardiotoxicity common with currently prescribed anthracyclines. Annamycin is currently in development for the treatment of relapsed or refractory acute myeloid leukemia (AML) and soft tissue sarcoma (STS) lung metastases.

The Company has begun the MIRACLE (Moleculin R/R AML AnnAraC Clinical Evaluation) Trial (MB-108), a pivotal, adaptive design Phase 3 trial evaluating Annamycin in combination with cytarabine, together referred to as AnnAraC (the combination of Annamycin and cytarabine, also referred to as “Ara-C”) and, for the treatment of relapsed or refractory acute myeloid leukemia. Following a successful Phase 1B/2 study (MB-106), with input from the FDA, the Company believes it has substantially de-risked the development pathway towards a potential approval for Annamycin for the treatment of AML. This study remains subject to appropriate future ﬁlings with potential additional feedback from the FDA and their foreign equivalents.

Additionally, the Company is developing WP1066, an Immune/Transcription Modulator capable of inhibiting p-STAT3 and other oncogenic transcription factors while also stimulating a natural immune response, targeting brain tumors, pancreatic and other cancers. Moleculin also has in its pipeline a portfolio of antimetabolites, including WP1122 for the potential treatment of pathogenic viruses, as well as certain cancer indications.

For more information about the Company, please visit www.moleculin.com and connect on X, LinkedIn and Facebook.

Forward-Looking Statements

Some of the statements in this release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. Forward-looking statements in this press release include, without limitation, the timing and completion of the reverse split. Moleculin will require signiﬁcant additional ﬁnancing, for which the Company has no commitments, in order to conduct its clinical trials as described in this press release, and the milestones described in this press release assume the Company’s ability to secure such ﬁnancing on a timely basis. Although Moleculin believes that the expectations reﬂected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially diﬀerent from the results expressed or implied by such forward-looking statements. Moleculin has attempted to identify forward-looking statements by terminology including ‘believes,’ ‘estimates,’ ‘anticipates,’ ‘expects,’ ‘plans,’ ‘projects,’ ‘intends,’ ‘potential,’ ‘may,’ ‘could,’ ‘might,’ ‘will,’ ‘should,’ ‘approximately’ or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including those discussed under Item 1A. “Risk Factors” in our most recently ﬁled Form 10-K ﬁled with the Securities and Exchange Commission (SEC) and updated from time to time in our Form 10-Q ﬁlings and in our other public ﬁlings with the SEC. Any forward-looking statements contained in this release speak only as of its date. We undertake no obligation to update any forward-looking statements contained in this release to reﬂect events or circumstances occurring after its date or to reﬂect the occurrence of unanticipated events.

Investor Contact:

JTC Team, LLC

Jenene Thomas (908) 824-0775

MBRX@jtcir.com