What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-03-24 compared with 2021-03-24 · 316 added, 305 removed, 806 unchanged (44% of the section changed)

6 unchanged sentences

Attestation Report of the Registered Public Accounting Firm

Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal controls over financial reporting for as long as we are an "emerging growth company" pursuant to the provisions of the Jumpstart Our Business Startups Act.

Remediation of a Prior Material Weakness

We previously identified and disclosed in our 10-K filed with the SEC on March 19, 2020, as well as in our quarterly reports for March 31, 2020, June 30, 2020, and September 30, 2020, a material weakness related to a lack of segregation of duties associated with the design of our internal controls.

With input and oversight from the Audit Committee, we implemented a remediation plan to ensure that control deficiencies contributing to the material weakness were remediated such that these controls will operate effectively.

We took the following remediation actions which have facilitated the proper segregation of duties in the initiation of transactions, the recording of transactions, and the custody of assets:

Implemented new information technology systems and policies and procedures;

Management added additional accounting and IT personnel, including the use of qualified contractors; 

Developed formalized accounting procedures and clearly defined authorities;

Engaged third party specialists to assess and document the design of our internal controls over financial reporting including the evaluation of proper segregation of duties, and to identify and evaluate any weaknesses in our information systems;

Reported regularly to the audit committee on the progress and results of the remediation plan, including the identification, status and resolution of internal control deficiencies.

These actions resulted in an improved internal control environment with enhanced segregation of duties that were in place for a period of time to allow for our management to conclude, based on evidence obtained in validating the design and implementation of these controls, that we have fully remediated this material weakness as of December 31, 2020. 

Management's Report on Internal Control Over Financial Reporting

4 unchanged sentences

Changes in Internal Control Over Financial Reporting

Except for those remedial actions described above, there was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There was no change in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the year ended December 31, 2021, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. 

OTHER INFORMATION.

3 unchanged sentences

Alternatively, a court could find these provisions of our certificate of incorporation to be inapplicable or unenforceable in respect of one or more of the specified types of actions or proceedings, which may require us to incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

15 unchanged sentences

  The financial statements and notes thereto which are attached hereto have been included by reference into Item 8 of this part of the annual report on Form 10-K.

See the Index to Financial Statements on page 62. 

See the Index to Financial Statements on page below. 

Financial Statement Schedules

  All schedules are omitted because they are inapplicable or not required or the required information is shown in the financial statements or notes thereto.

EXHIBIT INDEX 

Amended and Restated Certificate of Incorporation of Moleculin Biotech, Inc.

5 unchanged sentences

Amended and Restated Bylaws of Moleculin Biotech., Inc.

(incorporated by reference to exhibit 3.2 of the Form S-1/A filed March 21, 2016)

(incorporated by reference to exhibit 3.1 of the Form 8-K filed December 17, 2021)

Form of Series A/B/C Warrant Agreement issued in February 2017 offering (incorporated by reference to Exhibit 4.1 of the Form 8-K filed February 9, 2017)

9 unchanged sentences

Moleculin Biotech, Inc.

Amended and Restated 2015 Stock Plan (incorporated by reference to Annex B to the preliminary proxy statement filed March 27, 2020)

Amended and Restated 2015 Stock Plan (incorporated by reference to Exhibit 10.1 of the Form 8-K filed June 21, 2021)

Rights Transfer Agreement between Moleculin Biotech, Inc.

42 unchanged sentences

Scientific Advisory Board Agreement, dated February 28, 2020, entered into between the Company and Waldemar Priebe, PhD (incorporated by reference to Exhibit 10.26 of the Form 10-K filed March 19, 2020)   

Amended and Restated Sublicense Agreement entered into between the Company and WPD Pharmaceuticals dated March 22, 2021

Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 of the Form 10-K filed February 21, 2019) 

Amended and Restated Sublicense Agreement entered into between the Company and WPD Pharmaceuticals dated December 20, 2021 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed December 27, 2021)

Assignment Consent Letter by and between WPD Pharmaceuticals Sp.

z o.o and LPC Enterprises, LLC and Moleculin Biotech, Inc.

(incorporated by reference to Exhibit 10.2 of the Form 8-K filed December 27, 2021)

At Market Issuance Sales Agreement, dated June 25, 2021, by and among the Company and Oppenheimer & Co.

(incorporated by reference to Exhibit 1.1 of the Form 8-K filed June 25, 2021)

Purchase Agreement dated June 25, 2021 by and between Moleculin Biotech, Inc.

and Lincoln Park Capital Fund, LLC.

(incorporated by reference to Exhibit 10.1 of the Form 8-K filed June 25, 2021)

Registration Rights Agreement dated June 25, 2021 by and between Moleculin Biotech, Inc.

and Lincoln Park Capital Fund, LLC.

(incorporated by reference to Exhibit 10.2 of the Form 8-K filed June 25, 2021)

Amendment No.

3 to Patent and Technology License Agreement between the Parties dated April 2, 2012, dated May 20, 2020, entered into between the Company and the Board of Regents of The University of Texas System, on behalf of The University of Texas M.D.

Anderson Cancer Center (incorporated by reference to Exhibit 10.1 of the Form 10-Q filed August 12, 2020)

Amendment No.

4 to Patent and Technology License Agreement between the Parties dated April 2, 2012, dated June 15, 2021, entered into between the Company and the Board of Regents of The University of Texas System, on behalf of The University of Texas M.D.

Anderson Cancer Center (incorporated by reference to Exhibit 10.4 of the Form 10-Q filed August 12, 2021)

Patent And Technology License Agreement dated June 29, 2017 by and between The Board of Regents of The University Of Texas System on behalf of The University Of Texas M.