Moleculin Biotech, Inc. 10-Q

ITEM 5. OTHER INFORMATION. During the period covered by this Quarterly Report, none of the Company’s directors or executive officers has adopted or terminated a Rule 10b5 - 1 trading arrangement or a non-Rule 10b5 - 1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended). On November 4, 2024, the Compensation Committee of the Board of Directors took the following actions in connection with the executive compensation for the 2023/2024 compensation year ( June 1, 2023 to May 31, 2024) with its named executive officers (Walter Klemp, President and Chief Executive Officer; Jonathan P. Foster, Executive Vice President and Chief Financial Officer; and Dr. Donald Picker, Chief Scientific Officer): (i) cash bonuses in the aggregate amount of $735,000 were granted based on the full achievement of the goals and objectives for the compensation year, however the payment of the bonuses was accrued and will be paid the earlier of a) 364 days or b) approval by the CEO after consultation with the Board of Directors; and (ii) the Compensation Committee agreed that the accrued bonuses will earn interest at a rate of 8% per annum. On November 4, 2024, the Compensation Committee and the Board of Directors agreed to issue each non-employee director a 10 -year option to purchase 10,000 shares of our common stock, under our shareholder approved stock plan, with vesting through the end of April 2025 and an exercise price equal the closing price of our common stock on the date of the approval. 21 Table of Contents ITEM 6. EXHIBITS Exhibit No. Description 1.1 Engagement Agreement between Moleculin Biotech, Inc. and H.C. Wainwright & Co., LLC dated June 8, 2024 (incorporated by reference to Exhibit 1.1 of the Form S-1/A filed August 15, 2024) 4.1 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.9 of the Form S-1/A filed August 15, 2024) 4.2 Form of Series A Common Warrant (incorporated by reference to Exhibit 4.10 of the Form S-1/A filed August 15, 2024) 4.3 Form of Series B Common Warrant (incorporated by reference to Exhibit 4.11 of the Form S-1/A filed August 15, 2024) 4.4 Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.12 of the Form S-1/A filed August 15, 2024) 10.1 Form of Securities Purchase Agreement incorporated by reference to Exhibit 10.32 of the Form S-1/A filed August 15, 2024) 10.2 Form of Warrant Amendment Agreement (incorporated by reference to Exhibit 10.2 of the 8-K filed August 16, 2024) 31.1* Certification of Principal Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002 32.1*+ Certification of Principal Executive Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2*+ Certification of Principal Accounting and Financial Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS* Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. + The certifications on Exhibit 32 hereto are deemed not “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. 22 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MOLECULIN BIOTECH, INC. Date: November 8 , 2024 By: /s/ Walter V. Klemp Walter V. Klemp, Chief Executive Officer and Chairman (Principal Executive Officer) Date: November 8 , 2024 By: /s/ Jonathan P. Foster Jonathan P. Foster, Executive Vice President & Chief Financial Officer (Principal Financial and Accounting Officer) 23