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 12, 2025, we issued a consultant warrants to purchase 400,000 shares of common stock with an exercise price of $0.49 per share to an entity providing consulting services, which warrants will vest in four equal annual installments over four years, subject to the entity's continued provision of consulting services to the Company. The warrant was issued pursuant to the exemption from the registration requirements of the Securities Act of 1933 available under Section 4 (a)( 2 ) thereunder. On November 12, 2025, the Compensation Committee of our board of directors approved, and we issued each of the independent members of our board of directors, ten -year options to purchase 150,000 shares of our common stock with an exercise price of $0.49 per share, which vest one year from the date of grant, provided the directors are serving on our board of directors on such vesting date. On November 12, 2025, the Compensation Committee of our board of directors approved, and we issued, in connection with our 2024/2025 compensation year, Walter Klemp, our Chief Executive Officer; Jonathan P. Foster, our Chief Financial Officer; and Donald Picker, our Chief Science Officer: (i) ten -year options to purchase 830,000 shares; 600,000 shares; and 200,000 shares, respectively, of our common stock with an exercise price of $0.49 per share, which vest in four equal annual installments subject to the respective executive officer’s continued service with us as of each such vesting date; and (ii) performance stock units to acquire 750,000 shares; 400,000 shares; and 200,000 shares, respectively, of our common stock, which vest upon the attainment of certain milestones related to our lead clinical trial. In July 2025, we entered into an at-the-market equity agreement (the 2025 ATM Agreement) with Roth Capital Partners, LLC (Roth). Pursuant to the terms of the 2025 ATM Agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $6.5 million from time to time through or to Roth acting as our sales agent or principal. On November 13, 2025, we sold 500,000 shares of common stock pursuant to the 2025 ATM agreement at an average price of $0.444 per share. Pursuant to the terms of our Series F warrants, due to the issuance of shares pursuant to the 2025 ATM Agreement at a price below the exercise price of such warrants, the exercise price of the Series F warrants was reduced to $0.43 per share. 33 Table of Contents ITEM 6. EXHIBITS Exhibit No. Description 1.1 At The Market Offering Agreement, dated July 11, 2025, by and between Moleculin Biotech, Inc. and Roth Capital Partners, LLC (incorporated by reference to Exhibit 1.1 of the Form 8-K filed July 11, 2025) 3.1 Amended and Restated Certificate of Incorporation of Moleculin Biotech, Inc. (incorporated by reference to exhibit 3.1 of the Form S-1/A filed March 21, 2016) 3.2 Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Moleculin Biotech, Inc. (incorporated by reference to Exhibit 3.1 of the Form 8-K filed May 24, 2019) 3.3 Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Moleculin Biotech, Inc. (incorporated by reference to Exhibit 3.1 of the Form 8-K filed January 29, 2021) 3.4 Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Moleculin Biotech, Inc. (incorporated by reference to Exhibit 3.1 of the Form 8-K filed March 19, 2024) 3.5 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Moleculin Biotech, Inc., dated August 21, 2025 (incorporated by reference to Exhibit 3.1 of the Form 8-K filed August 27, 2025) 4.1 Form of Series F Warrant in August 2025 inducement offering (incorporated by reference to Exhibit 4.1 of the Form 8-K filed August 29, 2025) 10.1 Form of Inducement Letter dated August 27, 2025 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed August 29, 2025) 10.2 Moleculin Biotech, Inc. 2024 Stock Plan (incorporated by reference to Exhibit 99.1 of the Form S-8 filed September 10, 2025) 18.1* Preferability letter of Grant Thornton LLP, dated November 13,2025 regarding change in accounting policy related to warrants. 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 USC. 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 USC. 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. 34 Table of Contents SIGNATURES 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, thereunto duly authorized. MOLECULIN BIOTECH, INC. Date: November 13, 2025 By: /s/ Walter V. Klemp Walter V. Klemp, Chief Executive Officer and Chairman (Principal Executive Officer) Date: November 13, 2025 By: /s/ Jonathan P. Foster Jonathan P. Foster, Executive Vice President & Chief Financial Officer (Principal Financial and Accounting Officer) 35