What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-18 compared with 2025-03-21 · 433 added, 309 removed, 733 unchanged (50% of the section changed)

14 unchanged sentences

OTHER INFORMATION.

Our certificate of incorporation provides that the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors or officers to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law, or our certificate of incorporation or the bylaws, and (iv) any action asserting a claim against us governed by the internal affairs doctrine.

Our certificate of incorporation provides that the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors or officers to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law, or our certificate of incorporation or the bylaws, and (iv) any action asserting a claim against us governed by the internal affairs doctrine.

This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or Securities Act.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and employees.

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.

During the three months ended December 31, 2025 , no director or officer of the Company adopted or terminated a "Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement,” as each term is defined in Item 408 (a) of Regulation S-K.

29 unchanged sentences

(incorporated by reference to Exhibit 3.1 of the Form 8-K filed March 19, 2024)

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)

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.

(incorporated by reference to Exhibit 3.1 of the Form 8-K filed November 28, 2025)

Amended and Restated Bylaws of Moleculin Biotech., Inc.

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

Form of Warrant Agreement issued in February 2020 offering (incorporated by reference to Exhibit 4.1 of the Form 8-K filed February 6, 2020)

Form of Placement Agent Warrant Agreement issued in February 2020 offering (incorporated by reference to Exhibit 4.2 of the Form 8-K filed February 6, 2020)

Description of Registrant's Securities (incorporated by reference to Exhibit 4.10 of the Form 10-K filed March 24, 2022)

Form of Pre-Funded Warrant Agreement issued in December 2023 offering (incorporated by reference to Exhibit 4.1 of the Form 8-K filed December 21, 2023)

Description of Registrant's Securities

Form of Common Warrant Agreement issued in December 2023 offering (incorporated by reference to Exhibit 4.2 of the Form 8-K filed December 21, 2023)

Form of Pre-Funded Warrant issued in August 2024 offering (incorporated by reference to Exhibit 4.9 of the Form S-1/A filed August 15, 2024)

Form of Series A Common Warrant issued in August 2024 offering (incorporated by reference to Exhibit 4.10 of the Form S-1/A filed August 15, 2024)

Form of Series B Common Warrant issued in August 2024 offering (incorporated by reference to Exhibit 4.11 of the Form S-1/A filed August 15, 2024)

Form of Placement Agent Warrant issued in August 2024 offering (incorporated by reference to Exhibit 4.12 of the Form S-1/A filed August 15, 2024)

Form of Inducement Warrant (incorporated by reference to Exhibit 4.1 of the Form 8-K filed February 13, 2025)

Form of Pre-Funded Warrant issued in February 2025 offering (incorporated by reference to Exhibit 4.1 of the Form 8-K filed February 26, 2025)

Form of Common Warrant issued in February 2025 offering (incorporated by reference to Exhibit 4.2 of the Form 8-K filed February 26, 2025)

Form of Amended and Restated Series E Warrant (incorporated by reference to Exhibit 4.1 of the Form 8-K filed December 22, 2025)

Form of Amended and Restated Series F Warrant (incorporated by reference to Exhibit 4.2 of the Form 8-K filed December 22, 2025)

Form of Amended and Restated Series G Warrant (incorporated by reference to Exhibit 4.3 of the Form 8-K filed December 22, 2025)

Form of Series H Warrant (incorporated by reference to Exhibit 4.1 of the Form 8-K filed February 20, 2026)

Moleculin Biotech, Inc.

9 unchanged sentences

1 to the Patent and Technology License Agreement dated April 2, 2012 by and between The Board of Regents of the University of Texas System and IntertechBio Corporation (incorporated by reference to exhibit 10.6 of the Form S-1/A filed March 21, 2016)

Rights Transfer Agreement dated between Moleculin Biotech, Inc.

Rights Transfer Agreement between Moleculin Biotech, Inc.

and IntertechBio Corporation dated August 11, 2015 (incorporated by reference to exhibit 10.10 of the Form S-1/A filed March 21, 2016)

48 unchanged sentences

and Donald Picker dated January 4, 2024 (incorporated by reference to Exhibit 10.3 of the Form 8-K filed January 5, 2024)

Engagement Agreement between Moleculin Biotech, Inc.

Wainwright & Co., LLC dated June 8, 2024 (incorporated by reference to Exhibit 1.1 of the Form S-1/A filed August 15, 2024)

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.32 of the Form S-1/A filed August 15, 2024)

Form of Warrant Amendment Agreement (incorporated by reference to Exhibit 10.2 of the Form 8-K filed August 16, 2024)

Moleculin Biotech, Inc.

2024 Stock Plan (incorporated by reference to Exhibit 10.1 of the Form 8-K filed October 25, 2024)

Form of Inducement Letter (incorporated by reference to Exhibit 10.1 of the Form 8-K filed February 13, 2025)

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Form 8-K filed February 26, 2025)

Placement Agency Agreement between Moleculin Biotech, Inc.

and Roth Capital Partners, LLC (incorporated by reference to Exhibit 10.2 of the Form 8-K filed February 26, 2025)

Forms of award agreements under Moleculin Biotech, Inc.

2024 Stock Plan (incorporated by reference to Exhibit 99.2 of the Form S-8 filed September 10, 2025)

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)

Form of Inducement Letter for holder of Series C warrants and Series D warrants (incorporated by reference to Exhibit 10.1 of the Form 8-K filed December 10, 2025)

Form of Inducement Letter for holders of certain Series F warrants (incorporated by reference to Exhibit 10.2 of the Form 8-K filed December 10, 2025)

Form of Warrant Amendment dated December 21, 2025 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed December 22, 2025)

Form of Inducement Letter dated February 19, 2026 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed February 20, 2026)

Moleculin Biotech, Inc.

Insider Trading Policy

Insider Trading Policy (incorporated by reference to Exhibit 19 of the Form 10-K filed March 21, 2025)

Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 of the Form 10-K filed March 22, 2023)

69 unchanged sentences

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Change in accounting principle

As discussed in Note 2 to the consolidated financial statements, during the year ended December 31, 2025 the Company changed its accounting policy related to the classification of certain outstanding warrants.

The Company retrospectively applied this change by reclassifying certain warrants from liability to equity in the consolidated financial statements for all periods presented.

Basis for opinion

12 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical audit matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Change in Accounting Policy Related to the Classification of Warrants

As described further in Note 2 to the consolidated financial statements, during the year ended December 31, 2025, the Company changed its accounting policy for the classification of certain outstanding warrants.

Management concluded that the warrants met the criteria for equity classification under the applicable accounting guidance and, as a result, reclassified the warrants from liability to equity.

The principal consideration for our determination that the change in accounting policy related to the classification of warrants is a critical audit matter is that it involved especially challenging and complex auditor judgement.

In particular, the evaluation required significant judgment in assessing management's interpretation and application of the accounting guidance governing the classification of freestanding financial instruments, including the assessment of contractual terms and settlement provisions.

Our audit procedures related to the change in accounting policy for the classification of warrants included the following, among others:

(1) we evaluated management's accounting policy memorandum and assessed whether the revised classification of the warrants as equity was appropriate under the applicable accounting guidance, including consideration of relevant interpretive guidance and prevailing practice;

(2) we read and analyzed the warrant agreements and related amendments to evaluate contractual provisions affecting classification, including settlement terms, adjustment features, and contingencies;

(3) we involved professionals with specialized accounting expertise to assist in evaluating management's conclusions regarding the appropriate classification of the warrants;

and (4) we tested the accuracy and completeness of the retrospective adjustments recorded to reclassify the warrants from liability to equity, including recalculation of prior-period balances and the elimination of previously recognized fair value changes.

/s/ GRANT THORNTON LLP

10 unchanged sentences

Total current assets

Furniture and equipment, net of accumulated depreciation of $ 1,022 and $ 896 , respectively

Furniture and equipment, net

Intangible assets

11,148 11,148

Other non-current assets

Operating lease right-of-use asset

7 unchanged sentences

Operating lease liability - long-term, net of current portion

Warrant liability - long-term

Warrant liability

Total Liabilities

10,946 12,144

Commitments and contingencies (Note 8)

1 unchanged sentence

Preferred stock, $ 0.001 par value;

5,000,000 authorized, no shares issued and outstanding

5,000,000 authorized shares, no shares issued or outstanding

Common stock, $ 0.001 par value;

100,000,000 authorized as of December 31, 2024 and December 31, 2023, 3,378,895 and 2,227,516 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively

500,000,000 and 100,000,000 authorized shares as of December 31, 2025 and December 31, 2024, respectively, 3,199,228 and 135,155 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

220,997 183,693

Accumulated other comprehensive loss

Accumulated other comprehensive income (loss)

Accumulated deficit

1 unchanged sentence

Total stockholders' equity

15,006 11,208

Total liabilities and stockholders' equity

15 unchanged sentences

Other income:

Gain (loss) from change in fair value of warrant liability

6,125 ( 1,044 )

Transaction costs allocated to warrant liabilities

( 993 ) ( 510 )

Gain from change in fair value of warrant liabilities

Loss on issuance of warrant liabilities

Other income, net

Transaction costs allocated to warrant liabilities

Loss on extinguishment of warrant liabilities

Other (expense) income, net

Interest income, net

( 33,560 ) ( 26,048 )

Warrant deemed dividend

Net loss available to common stockholders

$ ( 33,664 ) $ ( 26,048 )

Net loss per common share - basic and diluted

6 unchanged sentences

Foreign currency translation

( 32 ) ( 21 )

Comprehensive loss

10 unchanged sentences

Stock-based compensation

License rights expense settled in stock

Change in fair value of warrant liability

( 6,125 ) 1,044

Change in fair value of warrant liabilities

Loss on issuance of warrant liabilities

Operating lease, net

Transaction costs allocated to warrant liabilities

Loss on extinguishment of warrant liabilities

Operating lease, net

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Prepaid expenses and other assets

( 792 ) 1,807

Accounts payable

Accrued expenses and other current liabilities

1,330 ( 468 )

Accrued expenses and other liabilities

Net cash used in operating activities

2 unchanged sentences

Purchase of fixed assets

( 13 ) ( 124 )

Net cash used in investing activities

( 13 ) ( 124 )

Cash flows from financing activities:

Proceeds from sale of common stock, pre-funded and common warrants and warrant inducement, net of issuance and transaction costs

Proceeds from exercise of warrants

Payment of tax liability for vested restricted stock units

( 26 ) ( 25 )

Proceeds from sale of common stock, pre-funded and common warrants, net of issuance and transaction costs

Net cash provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

( 32 ) ( 21 )

Net change in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

4,600 ( 19,272 )

Cash and cash equivalents, at beginning of year

23,550 43,145

Cash and cash equivalents, at end of year

2 unchanged sentences

Non-cash investing and financing activities:

Transaction costs related to the sale of common stock, pre-funded and common warrants

Purchases of property and equipment in accounts payable and accrued liabilities

Reclassification of warrant liabilities to equity pursuant to warrant amendments

Equity warrants issued in relation to liability-classified warrant inducements

Offering costs included in accounts payable and accrued liabilities

Issuance of common stock to acquire license rights

Deemed dividend in connection with warrant amendment

Transaction costs related to the sale of common stock, pre-funded and common warrants

See accompanying notes to these consolidated financial statements.

9 unchanged sentences

89,101 $ — $ 177,333 $ ( 146,396 ) $ ( 9 ) $ 30,928

Issued for cash - sale of common stock, pre-funded and common warrants, net of allocated issuance costs of $ 57

Warrants exercised

30,555 — — — — —

Issuance of common stock with equity purchase agreement

Issued for cash - sale of common stock, pre-funded and common warrants, net of transaction costs

11,320 — 4,660 — — 4,660

Common stock issued for license rights

Reverse stock split

3,087 — — — — —

Common stock issued upon vesting of restricted stock units (net of shares withheld for payment of tax liability)

Common stock issued upon vesting of restricted stock units (net of shares withheld for tax)

819 — ( 26 ) — — ( 26 )

Stock based compensation

Issuance of common stock in connection with consulting agreements

273 — 37 — — 37

Stock based compensation

— — 1,689 — — 1,689

1 unchanged sentence

— — — — ( 32 ) ( 32 )

— — — ( 26,048 ) — ( 26,048 )

Balance at December 31, 2024

135,155 $ — $ 183,693 $ ( 172,444 ) $ ( 41 ) $ 11,208

Warrant inducement and exercise of common stock warrants, net of transaction costs

1,926,121 3 17,471 — — 17,474

Warrants exercised

561,982 — 548 — — 548

Issued for cash - sale of common stock, pre-funded and common warrants

444,881 — 11 — — 11

Issuance of common stock in connection with Consulting Agreements

Issuance of common stock under at-the-market equity program, net of transaction costs

128,234 — 965 — — 965

Issuance of common stock in connection with a consulting agreement

2,351 — — — — —

Common stock issued upon vesting of restricted stock units (net of shares withheld for tax)

796 — ( 8 ) — — ( 8 )

Reverse stock split

( 292 ) — — — — —

Warrants exercised

Reclassification of warrant liabilities to equity pursuant to warrant amendment

— — 16,653 — — 16,653

Common stock issued upon vesting of restricted stock units (net of shares withheld for payment of tax liability)

Warrant deemed dividend

— — 104 — — 104

Stock based compensation

Deemed dividend in connection with warrant amendment

— — ( 104 ) — — ( 104 )

Stock based compensation

— — 1,664 — — 1,664

1 unchanged sentence

— — — — 51 51

— — — ( 33,560 ) — ( 33,560 )

Balance at December 31, 2025

6 unchanged sentences

MBI is a clinical-stage pharmaceutical company, organized as a Delaware corporation in July 2015.

MBI is a late-stage pharmaceutical development company currently conducting a pivotal Phase 3 trial evaluating Annamycin, a non-cardiotoxic anthracycline, in combination with Cytarabine for the treatment of subjects with released/refractory acute myeloid leukemia.

Additionally, the Company has two portfolios of technologies for hard-to-treat cancers and viruses with clinical and preclinical research funded by investigators at academic institutions.

Each of its three core technologies is based substantially on discoveries made at and licensed from the University of Texas MD Anderson Cancer Center (MD Anderson) in Houston, Texas, and features one or more drugs that have successfully completed a Phase 1 clinical trial.

Three of its six drug candidates have shown human activity in clinical trials and are currently or have been in Phase 1B/2 or Phase 2 clinical trials.

Since MBI’s inception, its drugs have completed, are currently in, or have been permitted to proceed in, fourteen clinical trials.

Annamycin, in a unique multilamellar lipid formulation, is the Company’s lead molecule, and MBI has recently concluded one Phase 1B/2 clinical trial for treating Acute Myeloid Leukemia (AML) and is embarking on a Phase 3 clinical trial for the treatment of AML.

Annamycin is also in two Phase 1B/2 clinical trials for treating Soft Tissue Sarcoma metastasized to the lungs (STS lung metastases, STS lung mets, or Advanced STS), on physician sponsored.

Additionally, there is another phase 1B/2 clinical trial that is physician sponsored which is investigating using WP1066 in combination with radiation for the treatment of glioblastoma, a form of brain cancer.

MBI is a late-stage pharmaceutical development company currently conducting a pivotal Phase 2B/3 trial evaluating Annamycin, also known by its non-proprietary name "naxtarubicin", in combination with cytarabine for the treatment of subjects with relapsed/refractory (R/R) acute myeloid leukemia (AML).

The Company has two additional portfolios of technologies for hard-to-treat cancers and viruses with clinical and preclinical research funded primarily by investigators at academic institutions.

Each of its three core technologies is based substantially on discoveries at, or in conjunction with and with rights originating from the University of Texas MD Anderson Cancer Center (MD Anderson) in Houston, Texas, and features one or more drugs that have successfully completed a Phase 1 clinical trial.

Three of its drug candidates have shown human activity in clinical trials and are currently or have been in Phase 1B/2 or Phase 2 clinical trials.

Since MBI’s inception, its drugs have completed, are in planning, are currently in, or have been permitted to proceed in, eighteen clinical trials.

Annamycin, in a unique multilamellar lipid formulation, is the Company’s lead molecule, and in 2024 MBI has concluded treatment in several Phase 1B/2 clinical trials for treating AML and in March 2025 began treating subjects in its Phase 2B/3 clinical trial for the treatment of R/R AML.

The latter is the main focus the Company’s management and resources.

Annamycin was in two closed or concluded Phase 1B/2 clinical trials for treating Soft Tissue Sarcoma metastasized to the lungs (STS lung metastases, STS lung mets, or Advanced STS), with one physician-sponsored.

The Company announced in 2025 a physician-sponsored trial for Annamycin for the treatment of pancreatic cancer intended to begin in the second half of 2026.

The physician-sponsored trials utilize primarily external funds, such as grant funds, which are not presented in these financial statements.

2 unchanged sentences

The Company’s overall strategy is to seek potential out-licensing or outsourcing opportunities with development/commercialization strategic partners who are better suited for the marketing, sales and distribution of its drugs, if approved.

I n 2019, the Company sublicensed its technologies to Animal Life Sciences, Inc.

In 2019, the Company sublicensed its technologies to Animal Life Sciences, Inc.

(ALI), to enable research and commercialization for non-human use and share development data.

As part of this agreement, ALI issued to the Company a 10 % equity interest in ALI.

On May 5, 2023, the Company received a letter from the Nasdaq Capital Market (Nasdaq) notifying the Company that for the prior 30 consecutive business days the bid price for the Company's common stock had closed below the minimum $ 1.00 per share requirement for continued inclusion on Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(2) (Bid Price Rule).

The deficiency letter did not result in the immediate delisting of the Company's common stock from the Nasdaq.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial period of 180 calendar days, until November 1, 2023, to regain compliance with the Bid Price Rule.

On November 2, 2023, the Company received a 180 -calendar day extension, until April 29, 2024, from the Nasdaq to regain compliance with Bid Price Rule.

On March 5, 2024, the Board of Directors approved a reverse 1-for- 15 reverse stock split effective 11:59 P.M.

(Eastern time) on March 21, 2024, with trading to commence on a split-adjusted basis on March 22, 2024.

On April 8, 2024, the Company received a letter from Nasdaq notifying the Company that it had regained compliance with Bid Price Rule 5550(a)(2) as a result of the closing bid price of the Company's common stock being at $ 1.00 per share or greater for the 10 consecutive business days from March 22, 2024 through April 5, 2024.

Accordingly, the Company is in compliance with the Bid Price Rule and Nasdaq considers the matter closed.

On May 23, 2025, the Company received a letter from Nasdaq Stock Market LLC notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550 (b)( 1 ) (the “Equity Rule”), which requires a minimum of $2.5 million in stockholders’ equity.

The letter also noted that the Company did not meet the alternative compliance standards of market value of listed securities or net income from continuing operations under the Equity Rule.

The notification had no immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market, and the Company was provided 45 calendar days to submit a plan to regain compliance.

The Company’s compliance plan was subsequently accepted, and the Nasdaq staff granted an extension of up to 180 calendar days, through November 19, 2025, to demonstrate compliance.

On June 27, 2025, the Company received an additional deficiency letter from the staff of Nasdaq indicating that, for the previous 30 consecutive business days, the closing bid price of the Company’s common stock had been below the minimum $ 1.00 per share requirement for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550 (a)( 2 ) (the “Bid Price Rule”).

On November 20, 2025, the Company received a delisting determination letter from Nasdaq stating that the Company had not regained compliance with the Equity Rule within the permitted timeframe.

The Company subsequently requested a hearing before a Nasdaq hearing panel (the “Panel”) to appeal the delisting determination.

On December 15, 2025, the Company received a letter from Nasdaq confirming that the Company had regained compliance with the Bid Price Rule because the closing bid price of the Company’s common stock was $ 1.00 per share or greater for the 10 consecutive business days from December 1, 2025 through December 12, 2025.

Accordingly, this matter was closed.

On January 6, 2026, Nasdaq informed the Panel that the Company had regained compliance with the Equity Rule and that the Company was in compliance with all applicable continued listing standards.

As a result, the hearing before the Panel was cancelled.

Basis of presentation, principles of consolidation and significant accounting policies

Reverse Stock Split - On March 22, 2024, pursuant to authority granted by our stockholders, the Company effected a one-for- fifteen reverse stock split of our common stock and the filing of an amendment to our amended and restated certificate of incorporation 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 became effective in accordance with the terms of the amendment at 11:59 P.M.

(Eastern time) on March 21, 2024, with trading to commence on a split-adjusted basis on March 22, 2024.

The amendment provides that, at the effective time, every fifteen shares of our 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 at $ 0.001 .

The accompanying consolidated financial statements and notes to the consolidated financial statements gives retroactive effect to the reverse stock split for all periods presented.

Reverse Stock Split - On December 1, 2025, pursuant to authority granted by our stockholders, the Company effected a 1 -for- 25 reverse stock split of our common stock and the filing of an amendment to our amended and restated certificate of incorporation to effectuate the reverse stock split.

The amendment provides that, every twenty-five shares of our 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 at $0.001.

The accompanying consolidated financial statements and notes to the consolidated financial statements give retroactive effect to the reverse stock split for all periods presented.

Certain amounts in the financial statements, the notes thereto, and elsewhere in the Form 10 -K may be slightly different than previously reported due to rounding up of fractional shares as a result of the reverse stock split.

Correction of immaterial error – During the year ended December 31, 2024, the Company determined that an error existed in our previously issued consolidated financial statements.

Specifically, the Company identified that it had not properly categorized the transaction costs allocated to warrant liabilities in the consolidated statement of cash flows in the fourth quarter of 2023.

The error was evaluated under the U.S.

SEC’s Staff Accounting Bulletin (“SAB”) Topic 1M, “Materiality,” and SEC SAB Topic 1N, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in the Current Year Financial Statements” to determine the materiality of prior period misstatements to the Company’s financial statements.

The Company has evaluated the error and concluded that it was not material to the previously issued consolidated financial statements.

Although the error was not material, the Company has reclassified the transaction costs allocated to warrant liabilities in the amount of $ 0.5 million from the operating section to the financing section of the consolidated statement of cash flows for the year ended December 31, 2023, for consistency with the current year presentation.

These reclassifications had no effect on the reported results of operations or stockholder’s equity for the years presented.

The effects of the adjustment to our December 31, 2023 consolidated statements of cash flow were as follows (in thousands):

Change in Accounting Policy – During the year ended December 31, 2025, the Company changed its accounting policy related to the classification of certain outstanding warrants.

Prior to the change in accounting policy, the Company's policy was to account for warrants with a certain contingent settlement provision as liability warrants, initially measuring them at fair value on the date of issuance.

The warrants were previously remeasured at fair value at the end of each reporting period, with the related liability reflected on the Company's balance sheet.

The changes in fair value during each previous reporting period were recognized as a gain (loss) from change in fair value of warrant liability in the Company's condensed consolidated statement of operations.

The Company changed its policy and warrants that contain this certain contingent settlement provision are now accounted for as equity under ASC 815 - 40 - 15 - 7C through 15 - 7F and ASC 505.

The Company concluded that accounting for its warrants as equity instruments is preferable under ASC 250, as equity classification better reflects the economic substance of the arrangement and enhances the clarity and consistency of the Company's financial reporting.

As a result of this change in accounting policy, all warrants issued prior to 2025, and certain warrants issued in 2025, that were previously accounted for as liability awards due to the certain contingent settlement provision now meet the equity classification criteria under ASC 815 - 40 and are classified as equity instruments.

The effects of the change in accounting policy from warrant liabilities to equity have been retrospectively applied to all periods presented in these consolidated financial statements.

Subsequent to the change in accounting policy, certain warrants will continue to be classified as liabilities, as these instruments contain features other than the certain contingent settlement provision that previously resulted in liability classification, which preclude equity classification under applicable accounting guidance.

See also Note 5 - Warrants and Equity .

As a result of the change in accounting policy, the Company adjusted accumulated deficit, and additional paid-in capital to reverse previously recorded mark-to-market fair value changes of the liability-classified warrants.

Accumulated deficit as of January 1, 2024, changed from $ 131.6 million, as reported under the liability classification, to $ 146.4 million under the equity classification.

The following financial statement line items were impacted by the change in accounting policy, as shown in the table below (in thousands, except for net loss per common share):

December 31, 2024

Net cash provided by financing activities

Under Old Policy

Under New Policy

Consolidated Balance Sheets

Warrant liability

$ 5,229 $ — $ ( 5,229 )

Total liabilities

10,946 5,717 ( 5,229 )

Additional paid-in capital

159,387 183,693 24,306

Accumulated deficit

( 153,367 ) ( 172,444 ) ( 19,077 )

Total stockholders' equity

5,979 11,208 5,229

Total liabilities and stockholders' equity

$ 16,925 $ 16,925 $ -

December 31, 2024

Under Old Policy

Under New Policy

Consolidated Statement of Operations

Gain from change in fair value of warrant liability

$ 6,125 $ — $ 6,125

Transaction costs allocated to warrant liabilities

( 993 ) — ( 993 )

Loss on issuance of warrant liabilities

( 847 ) — ( 847 )

( 21,763 ) ( 26,048 ) 4,285

Net loss per common share - basic and diluted

( 158.02 ) ( 189.14 ) 31.12

Other comprehensive income

$ ( 21,795 ) $ ( 26,080 ) $ 4,285

December 31, 2024

Under Old Policy

Under New Policy

Consolidated Statement of Cash Flows

$ ( 21,763 ) $ ( 26,048 ) $ 4,285

Adjustments to reconcile net loss to net cash used in operating activities

Change in fair value of warrant liability

( 6,125 ) — ( 6,125 )

Loss on issuance of warrant liabilities

Transaction costs allocated to warrant liabilities

Net cash used in operating activities

3 unchanged sentences

All intercompany balances and transactions have been eliminated in consolidation.

The Company views its operations and manages its business in one operating segment.

All material long-lived assets of the Company reside in the United States.

19 unchanged sentences

The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary financing to continue operations and the attainment of profitable operations.

As of December 31, 2024, the Company had an accumulated defic it of $153.4 million since inception and had not yet generated any revenues from operations.

Additionally, management anticipates that its cash on hand of $ 4.3 million a s of December 31, 2024, along with $ 9.3 million in gross cash received via our financing activities in February 2025, is not sufficient to fund its planned operations for a period of at least one year from when these consolidated financial statements are issued.

As of December 31, 2025, the Company had an accumulated deficit of $ 206.0 million since inception and had not yet generated any revenues from operations.

Additionally, management anticipates that its cash on hand of $ 8.9 million a s of December 31, 2025 , along with $ 8.3 million in gross proceeds via our financing activities during the first quarter of 2026, is not sufficient to fund its planned operations for a period of at least one year from when these consolidated financial statements are issued.

These factors raise substantial doubt regarding the Company's ability to continue as a going concern.

3 unchanged sentences

There can be no assurance that such events or a combination thereof can be achieved.

In March 2022, the Company received a subpoena from the SEC requesting information and documents, including materials related to certain individuals (none of which are the Company's officers or directors) and entities, and materials related to the development of and statements regarding the Company's drug candidate for the treatment of COVID-19.

The Company has received, and expects to continue to receive, periodic further requests from the SEC staff with respect to this matter.

The Company is not aware of the specific nature of the underlying investigation by the SEC, and to the extent that this investigation relates to prior public disclosures that it has made, the Company believes in the accuracy and adequacy of such prior disclosures.

The correspondence from the SEC transmitting the subpoena to the Company states that the SEC is trying to determine whether there have been any violations of federal securities laws, but that its investigation does not mean that the SEC has concluded that anyone has violated the law or that the SEC has a negative opinion of any person, entity, or security.

The Company cannot predict when this matter will be resolved or what, if any, action the SEC may take following the conclusion of the investigation.

The Company expensed approximately $ 0.2 million and $ 1.5 million in related general and administrative fees and expenses for the twelve months ended December 31, 2024 and 2023 respectively, which has impacted and may continue to impact our liquidity.

The Company is in the process of filing a claim with its insurance carriers related to this loss which may cover a portion of the related expenses but not all.

The Company has not yet hit the retention limits, so no reimbursement is currently expected.

Accordingly, the Company has not recorded any provision for insurance reimbursement as of December 31, 2024.

The Company expects to record any potential insurance reimbursement at the time that the amount to be reimbursed is determined and approved by the insurance carrier.

Cash and Cash Equivalents - Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents.

3 unchanged sentences

The Company’s management does not believe the Company is exposed to significant credit risk at this time due to the financial condition of the financial institution where its cash is held.

As of December 31, 2024, there was $ 0.6 million of cash on hand in a bank account in Australia and there are no known limitations impacting the Company's liquidity in Australia.

Prepaid Expenses and Other Current Assets - Prepaid expenses and other current assets consist of the following (in thousands):

3 unchanged sentences

Non-trade receivables

Related-party receivables

Total prepaid expenses and other current assets

$ 916 $ 2,723

Furniture and equipment - Furniture and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line depreciation method as follows:

4 unchanged sentences

Furniture and office equipment

Depreciation expense was $ 0.1 million for each of the years ended December 31, 2025 and 2024.

Accumulated depreciation was $ 1.1 million and $ 1.0 million as of December 31, 2025 and 2024, respectively.

Intangible assets - Intangible assets with finite lives are amortized using the straight-line method over their estimated period of benefit.

5 unchanged sentences

No impairments of intangible assets have been identified during any of the periods presented.

Other non-current assets - In May 2025, the Company provided a $ 0.9 million deposit in connection with the MB- 108 clinical trial, a Phase 2B/3 pivotal study evaluating treatment for relapsed or refractory acute myeloid leukemia in the second -line setting.

This deposit is expected to be held as a prepayment through the anticipated completion of the study in 2029 and, accordingly, has been classified as a non-current asset.

Operating Lease Right-of-Use Asset - The Company determines if an arrangement is a lease at contract inception or during modifications or renewal of an existing lease.

10 unchanged sentences

Fair Value of Financial instruments - The Company’s financial instruments consist primarily of non-trade receivables, accounts payable, accrued expenses, and a warrant liability.

The carrying amount of non-trade receivables, accounts payable, and accrued expenses approximates their fair value because of the short-term maturity of such.

The carrying amounts of non-trade receivables, accounts payable, and accrued expenses approximate their fair values due to the short-term maturities of these instruments.

The Company’s financial assets and liabilities measured at fair value on a recurring basis include the fair value of its warrant liability, which is discussed further in Note 5.

The Company has categorized its assets and liabilities that are valued at fair value on a recurring basis into three -level fair value hierarchy in accordance with US GAAP.

5 unchanged sentences

Level 3 – Unobservable inputs for the asset or liability.

The Company’s financial assets and liabilities recorded at fair value on a recurring basis include the fair value of its warrant liability discussed in Note 5.

The following table provides the financial assets and liabilities reported at fair value and measured on a recurring basis at December 31, 2025 and 2024 (in thousands):

15 unchanged sentences

Issuances of warrants

Warrant amendment

Change in fair value - net

Loss on extinguishment of warrant liabilities

Equity warrants issued in relation to liability-classified warrant inducement

Reclassification of warrant liabilities to equity pursuant to warrant amendment

December 31, 2025

The above table of Level 3 liabilities begins with the valuation as of December 31, 2022 and adjusts the balances for changes that occurred during the years.

The ending balance of the Level 3 financial instrument presented above represent the Company's best estimates and may not be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments.

The table above presents a rollforward of the Company’s Level 3 liabilities, beginning with the fair value as of December 31, 2023 and reflecting changes in fair value and other activity during the years ended December 31, 2025 and 2024.

The ending balance of these Level 3 financial instruments represents management’s estimate of fair value at the respective reporting date.

Because these instruments are not actively traded, their valuations are based on significant unobservable inputs and are not derived from observable market prices.

Accordingly, the estimated values may differ from amounts that could be realized in an immediate settlement.

The Company estimates the fair value of its outstanding warrant liabilities using a Monte Carlo simulation model, as the warrants provide holders with the right, but not the obligation, to purchase the Company’s common stock at a contractual exercise price.

This valuation technique incorporates significant unobservable inputs, including the Company’s stock price, expected volatility, the risk-free interest rate, and the expected term at each measurement date.

Accordingly, the warrant liabilities are classified within Level 3 of the fair value hierarchy.

The valuation of these instruments is inherently subjective and involves the use of significant estimates and assumptions.

Changes in these inputs, including those resulting from factors outside of the Company’s control, such as market conditions or a potential change in control, could result in significant fluctuations in the estimated fair value of the warrant liabilities.

Such changes may result in material non-cash gains or losses recognized in the Company’s statements of operations in future periods.

Income Taxes - The Company uses the asset and liability method of accounting for income taxes.

11 unchanged sentences

ASC 718 requires all stock-based payments to employees, including grants of employee stock options, restricted stock units, modifications to existing stock options, and equity classified warrants to be recognized in the consolidated statements of operations based on their grant date fair values.

The grant date fair value of stock options and equity classified warrants are calculated using the Black-Scholes option pricing model and the grant date fair value of restricted stock awards is determined using the closing price of the Company’s common stock on the date of grant (or if the date of grant is not a business day, on the business day prior to the date of the grant).

The grant-date fair value of stock options is estimated using the Black-Scholes option pricing model.

The grant-date fair value of restricted stock awards is determined based on the closing price of the Company’s common stock on the date of grant (or, if the grant date is not a business day, the closing price on the preceding business day).

The grant-date fair value of equity-classified warrants is estimated using a Monte Carlo simulation model, which incorporates significant assumptions, including expected volatility, expected term, risk-free interest rate, and the contractual terms of the warrants, including potential path-dependent features.

The awards are subject to service vesting conditions.

Compensation expense related to awards to employees and directors with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term, net of forfeitures which are recognized as they occur.

Compensation expense related to awards to non-employees with performance-based vesting conditions is recognized based on the grant date fair value.

Loss Per Common Share - Basic net loss per common share is computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during the period.

Compensation expense related to stock-based awards with service-based vesting conditions is recognized on a straight-line basis over the requisite service period of the award, which is generally the vesting period, based on the grant-date fair value of the award.

The Company recognizes forfeitures as they occur.

Compensation expense related to stock-based awards with performance-based vesting conditions is recognized based on the grant-date fair value of the award when it is probable that the performance condition will be achieved and is adjusted for changes in the probability of achievement until the performance condition is satisfied

Net Loss Available to Common Stockholders - Basic net loss per common share is computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during the period.

For purposes of this calculation, options to purchase common stock, restricted stock units subject to vesting and warrants to purchase common stock were considered to be common stock equivalents.

2 unchanged sentences

In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

For the years ended December 31, 2024, and 2023, approximate ly 4.3 million and 0.5 million ( t aking into account the reverse stock splits we have completed) of potentially dilutive shares were excluded from the computation of diluted loss per share due to their antidilutive effect.

For the years ended December 31, 2025, and 2024, approximately 2.6 million and 0.4 million (taking into account the reverse stock splits we have completed) of potentially dilutive shares were excluded from the computation of diluted loss per share due to their antidilutive effect.

Research and Development Costs - Research and development costs are expensed as incurred.

2 unchanged sentences

Recent Accounting Pronouncements

In December 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025 - 11, Interim Reporting (Topic 270 ):

Narrow-Scope Improvements.

The ASU clarifies the applicability of interim reporting guidance, the form and content of interim financial statements, and the related disclosure requirements.

The amendments are intended to improve the organization and consistency of interim reporting guidance and do not change the fundamental nature of interim reporting or expand or reduce existing disclosure requirements.

The ASU is effective for interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting this guidance;

however, the Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

In November 2024 and January 2025, FASB issued ASU 2024 - 03 and ASU 2025 - 01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

4 unchanged sentences

The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements and related disclosures, but expects additional disclosures upon adoption.

In December 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU 2023-09, Income Taxes (Topic 740):

In December 2023, the FASB issued Accounting Standards Update, or ASU 2023 - 09, Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures.

1 unchanged sentence

It also includes certain other amendments to improve the effectiveness of income tax disclosures.

This guidance will be effective for the annual periods beginning after the year ended December 31, 2024.

The Company is currently assessing the impact of ASU 2023-09 on its disclosures.

In November 2023, the FASB issued ASU No.

2023-07, Improvements to Reportable Segment Disclosures (ASU 2023-07) which is intended to improve reportable segment disclosures primarily through enhanced disclosure of reportable segment expenses and requires that a public entity that has a single reportable segment provide all the disclosures required by ASU 2023-07 and all existing segment disclosures in Topic 280.

The new guidance is required to be applied retrospectively to all prior periods presented in the financial statements and is effective for the Company for fiscal periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted ASU 2023-07 during the year ended December 31, 2024.

There was no impact upon adoption of ASU 2023-07.

The Company views its operations and manages its business in one operating segment.

There are no other effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

This guidance is effective for the annual periods beginning after the year ended December 31, 2024.

The Company adopted ASU 2023 - 09 as of January 1, 2025, and it has included the necessary disclosures in this Annual Report on Form 10 -K.

There are no other effective pronouncements, or pronouncements issued but not yet effective, which if adopted, would have a material effect on the accompanying financial statements.

Intangible Assets

10 unchanged sentences

Accrued legal, regulatory, professional and other

Accrued liabilities due to related party

Operating lease liability - current

1 unchanged sentence

$ 3,346 $ 3,329

Additionally, accounts payable includ es $ 20,000 an d $ 67,000 as of December 31, 2024 and 2023, respectively, for related party payables (operating costs reimbursements).

Warrants and Equity

Warrant and Stock Issuances

On December 21, 2025, the Company entered into separate warrant amendment agreements (collectively, the “Warrant Amendment”) with the holders of its Series E, Series F, and Series G warrants (each as defined below, and collectively, the “Warrants”).

Pursuant to the Warrant Amendment, the exercise prices of the Warrants were reduced to $ 3.90 per share (which were subsequently further adjusted as described in Note 9 below).

In addition, the Series E and Series F warrants were amended to eliminate certain price adjustment provisions and to revise the definition of “Black-Scholes Value".

The revised definition of Black-Scholes Value modified the expected volatility input used in the Black-Scholes option pricing model by eliminating the use of 30 -day and 365 -day historical volatility measures and limiting the volatility input to the greater of (i) 100 -day historical volatility, as obtained from Bloomberg, or (ii) 100%.

All other inputs to the Black-Scholes model, including the risk-free interest rate, underlying stock price, expected term, and cost of borrowing, remained unchanged.

As a result of the Warrant Amendment, the Company determined that the Series E and Series F warrants qualified for equity classification prospectively under applicable accounting guidance.

Accordingly, upon the effectiveness of the Warrant Amendment, the Series E and Series F warrants were reclassified from liability to equity.

In connection with the reclassification, the Company remeasured the Series E and Series F warrant liabilities to fair value immediately prior to reclassification, resulting in the recognition of a $ 24.4 million gain in the consolidated statement of operations.

The Company then reclassified approximately $ 16.0 million of Series E and Series F warrant liabilities to additional paid-in capital.

In addition, the Company recorded a loss on extinguishment of warrant liabilities of $ 0.6 million and a warrant-related deemed dividend of $ 0.1 million, which was recorded within additional paid-in capital and recognized as a reduction to income available to common stockholders.

On December 9, 2025, the Company entered into warrant exercise inducement agreements with holders of certain outstanding Series C, Series D and Series F warrants, pursuant to which such holders agreed to exercise warrants to purchase an aggregate of 1,044,329 shares of the Company’s common stock at reduced or existing exercise prices in exchange for the issuance of Series G warrants to purchase up to 2,610,823 shares of common stock, representing 250 % of the shares underlying the exercised warrants, with a five -year exercise term.

The Company received gross proceeds of approximately $ 6.8 million from the warrant exercises.

Pursuant to ASC 815, and in accordance with the Company’s accounting policy, the Company determined that Series G warrants met the criteria for equity classification as of their issuance date.

In August 2025, the Company entered into a warrant exercise inducement offer letter with holders of certain existing warrants pursuant to which the holders agreed to exercise Series E warrants to purchase up to 648,649 shares of common stock with an exercise price of $ 9.25 per share in exchange for the Company issuing new Series F warrants to purchase 2,594,595 shares of the Company's common stock.

Each Series F warrant had an exercise price of $ 13.75 per share and is exercisable as of the date of issuance to October 16, 2030.

The Company received gross proceeds of $ 6.0 million.

In addition, during August and September 2025, 119,848 shares of Series E warrants were exercised for $ 1.1 million.

Upon issuance the Series F warrants were initially classified as liability warrants.

Pursuant to the Warrant Amendment described above, the Series F warrants were equity-classified as of December 21, 2025.

In June 2025, the Company closed a public offering of (i) 398,881 shares of the Company’s common stock;

(ii) pre-funded warrants to purchase up to an aggregate of 244,319 shares of common stock;

and (iii) Series E warrants to initially purchase up to an aggregate of 1,929,600 shares of common stock (of which Series E warrants to purchase 649,649 shares of common stock were exercised as described in the above paragraph).

The combined purchase price for the securities was $ 9.25 per share of common stock (or pre-funded warrant in lieu thereof).

Each pre-funded warrant was exercisable for one share of common stock at an exercise price of $ 0.025 per share.

All of the pre-funded warrants were exercised during the three months ended June 30, 2025.

Each Series E warrant had an initial exercise price of $ 9.25 per share (which was subsequently adjusted as described in Note 9 below) and became exercisable beginning on the effective date of stockholder approval on August 18, 2025, at the Company's Annual Meeting.

The Company also received approval at the Annual Meeting to increase its authorized shares of common stock to 500,000,000 , such that it can issue all shares of common stock required under the Series E warrants upon any future adjustments to the exercise price of the Series E warrants.

The Series E warrants provide that if, while the Series E warrants are outstanding, the Company sells any common stock and/or common stock equivalents other than in connection with certain exempt issuances (as defined in the Series E warrant agreement), at a purchase price per share less than the exercise price of the Series E warrants in effect immediately prior to such sale, then immediately after such sale the exercise price of the Series E warrants then in effect will be reduced to an amount equal to such new issuance price, and, the number of shares issuable upon exercise of the Series E warrants will be proportionately adjusted such that the aggregate price will remain unchanged, subject to the floor price of $ 3.00 (Down Round Feature).

The Series E warrants expire on August 18, 2030.

As of November 10, 2025, the Company had received gross proceeds of $7.5 million and may receive up to an additional approximately $ 10.3 million in gross proceeds if the Series E warrants are fully exercised for cash.

Proceeds of offerings are allocated between common shares and Series E warrants first by allocating to the Series E warrants classified as a liability based on their fair value and then allocating the residual to the equity instruments, which would include pre-funded warrants.

The fair value of the Series E warrants was $ 16.3 million on the issuance date.

Because the fair value of the liability classified warrants issued in the June 2025 offering exceeded the total proceeds, no consideration was allocated to the common stock or pre-funded warrants.

The full proceeds from the June 2025 offering were recorded as warrant liabilities, and the Company recognized a $ 10.4 million loss on the issuance of the Series E warrants.

The Company also incurred $ 1.2 million in transaction costs related to the June 2025 public offering.

Pursuant to the Warrant Amendment, 2,628,175 of the Company’s 2,642,420 outstanding Series E warrants were reclassified from warrant liabilities to equity as of December 21, 2025.

In February 2025, the Company entered into a securities purchase agreement with an institutional investor for the sale by the Company of 46,000 shares of common stock, and 84,841 pre-funded warrants to purchase shares of common stock, and Series D warrants to purchase up to 261,722 shares of common stock.

The combined purchase price for the securities was $ 26.75 per share of common stock (or pre-funded warrant in lieu thereof).

Each pre-funded warrant is exercisable for one share of common stock at an exercise price of $ 0.001 per share.

The pre-funded warrants are exercisable immediately and may be exercised at any time until all of the pre-funded warrants are exercised in full, subject to the beneficial ownership limitation.

Each common warrant will be exercisable upon the receipt of shareholder approval, will have an exercise price of $ 1.07 per share, and expire five years from the initial exercise date.

Each pre-funded warrant was exercisable for one share of common stock at an exercise price of $ 0.025 per share.

All of the pre-funded warrants were exercised during the three months ended March 31, 2025.

Each Series D warrant will expire five years from the initial exercise date.

The Company received gross proceeds of $ 3.5 million.

In February 2025, the Company entered into a warrant exercise inducement offer letter with a holder of certain existing warrants to receive new warrants to purchase up to a number of shares of common stock equal to 200% of the number of warrant shares issued pursuant to the exercise of such existing warrants to purchase up to 5,828,570 shares of common stock (series C warrants) pursuant to which the Holder agreed to exercise for cash their existing warrants at a reduced exercise price of $ 1.00 in exchange for the Company's agreement to issue the inducement warrants to purchase up to 11,657,140 shares of the Company's common stock.

Each inducement warrant will have an exercise price of $ 0.75 , and will be exercisable as of the date of issuance and may be exercised for a period of five years therefrom.

Based on the change in accounting policy as noted in Note 2, these Series D warrants are classified within equity for all periods presented within these consolidated financial statements.

In February 2025, the Company entered into a warrant exercise inducement offer letter with a holder of certain existing warrants to receive new warrants to purchase up to a number of shares of common stock equal to 200% of the number of warrant shares issued pursuant to the exercise of such existing warrants to purchase up to 233,143 shares of common stock pursuant to which the holder agreed to exercise for cash their existing warrants at a reduced exercise price of $ 25.00 in exchange for the Company's agreement to issue the inducement warrants to purchase up to 466,286 shares (Series C warrants) of the Company's common stock.

Each Series C warrant had an exercise price of $ 18.75 and was exercisable as of the date of issuance and may be exercised for a period of five years.

The Company received gross proceeds of $ 5.8 million.

This brings the total gross proceeds received in February 2025 to $ 9.3 million.

In August 2024, the Company entered into a securities purchase agreement with an institutional investor for the sale by the Company of 283,000 shares of common stock, and 2,183,368 pre-funded warrants to purchase shares of common stock, series A warrants to purchase up to 2,466,368 shares of common stock, series B warrants to purchase up to 2,466,368 shares of common stock, and placement agent warrants.

The combined purchase price for the securities was $ 2.23 per share of common stock (or pre-funded warrant in lieu thereof).

Each pre-funded warrant is exercisable for one share of common stock at an exercise price of $ 0.001 per share.

The pre-funded warrants are exercisable immediately and may be exercised at any time until all of the pre-funded warrants are exercised in full, subject to the beneficial ownership limitation.

Each common warrant has an exercise price of $ 2.23 per share and will be exercisable beginning on the effective date of shareholder approval.

The series A warrants expire on the earlier of (i) two years from the initial exercise date, or (ii) 60 days from the Company's public announcement that it has achieved the series A milestone event.

The series B warrants expire on the earlier of (i) five years from the initial exercise date, or (ii) six months from the Company's public announcement that it has achieved the series B milestone event.

The series A milestone event means the Company releases interim data for the first subject group from the MIRACLE trial whereby the complete remission rate for either dose of the Company's study drug is greater than placebo;

and series B milestone event means the Company releases final topline data from the MIRACLE trial and documented a statistically significant improvement in the primary efficacy endpoint.

In addition, in August 2024, the Company entered into a warrant amendment agreement, pursuant to which the Company agreed that effective upon closing of the offering, and subject to shareholder approval, to amend 895,834 existing warrants originally issued on December 26, 2023 at an exercise price of $ 9.60 per share and a termination date of February 14, 2029, so that the amended warrants would have a reduced exercise price of $ 2.23 per share and would expire five years from the date of shareholder approval.

The Company calculated the valuation of the warrant amendment immediately prior to the offering, as well as the valuation of the warrant amendment with the repriced terms, and a 91% probability of obtaining shareholder approval.

The loss on modification of the warrants of $0.4 million was recorded as a loss on issuance of warrant liabilities during the year ended December 31, 2024.

In October 2024, the Company’s shareholders approved the issuance of both the August 2024 warrants, as well as the warrant amendment.

The Company received gross proceeds of $ 5.5 million, before deducting the placement agent's fees and other offering expenses payable by the Company.

Proceeds of offerings are allocated between common shares and warrants first by allocating to the warrants classified as a liability based on their fair value and then allocating the residual to the equity instruments, which would include pre-funded warrants.

As the fair value of the liability classified warrants in the August 2024 offering exceeded the total proceeds, no consideration was allocated to the Common Shares or Pre-Funded Warrants.

The full proceeds of the August 2024 offering were recorded to warrant liabilities, with an initial liability of $ 6.1 million, and a loss on initial recognition of $ 0.8 million.

Transaction costs related to the offering were correspondingly fully allocated to warrant liabilities, and $ 1.0 million in related transaction costs were expensed for the year ended December 31, 2024.

In February 2025, the warrants associated with the August 2024 agreement were exercised in full as part of the warrant inducement, as discussed above.

In December 2023, the Company entered into a Securities Purchase Agreement with an institutional investor and certain of the Company's executive officers, employees, advisors and a member of its board of directors for the sale by the Company of 240,151 shares ( t aking into account the reverse stock splits we have completed) of the Company's common stock, and pre-funded warrants to purchase 229,506 shares of common stock ( t aking into account the reverse stock splits we have completed) in lieu thereof in a registered direct offering (Pre-Funded Warrants).

In a concurrent private placement, the Company also sold to the investors unregistered warrants to purchase up to an aggregate of 939,312 shares of common stock.

Subject to certain ownership limitations, each of the Common Warrants will become exercisable on the effective date of such stockholder approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market with respect to issuance of all of the Common Warrants and the common stock upon the exercise thereof.

Subject to certain ownership limitations, each Common Warrant will have an exercise price of $ 9.60 per share, expire five years from the date of stockholder approval and will become exercisable beginning on the effective date of stockholder approval for the shares issuable upon the exercise of the Common Warrants.

Subject to certain ownership limitations, each Pre-Funded Warrant is exercisable into one share of common stock at a price per share of $ 0.001 (as adjusted from time to time in accordance with the terms thereof).

The combined purchase price of one share of common stock (or pre-funded warrant in lieu thereof) and accompanying Common Warrant was $ 9.60 for the institutional investor, and $ 10.35 for the executive officers, employees, advisors and the member of the Company's board of directors who participated in the offering.

The Company received gross proceeds of $ 4.5 million, before deducting the placement agent's fees and other offering expenses payable by the Company.

Proceeds of the December 2023 Offering were allocated between common shares and warrants first by allocating proceeds to the warrants classified as a liability based on their fair value and then allocating the residual to the equity instruments, which includes the Pre-Funded Warrants.

Transaction costs related to the issuance of shares were recognized in stockholder's equity (deficit), while costs of $ 510,000 allocated to warrant liabilities were expensed for the year ended December 31, 2023.

Lincoln Park Equity Line

The Company did not utilize the 2021 Lincoln Park purchase agreement during the year ended December 31, 2024.

The 2021 Lincoln Park Agreement terminated in June 2024.

Other Components of Equity

In March 2024, the Company issued 6,834 shares of common stock to consultants in exchange for services to be provided.

In addition, during the year ended December 31, 2024, the Company issued 20,485 shares of common stock related to the vesting of restricted stock units.

Total gross proceeds received in the two February 2025 transactions were $ 9.3 million.

Based on the change in accounting policy as noted in Note 2, these Series C warrants are classified within equity for all periods presented within these consolidated financial statements.

Other Components of Equity and Share Issuances

During the years ended December 31, 2025 and 2024, the Company issued 2,351 and 273 shares of common stock, respectively, to consultants for services provided and 796 and 819 shares, respectively, upon the vesting of restricted stock units (“RSUs”).

In February 2026, the Company issued 1,997 shares of common stock upon the vesting of RSUs that vested during the fourth quarter of 2025.

Preferred Stock

1 unchanged sentence

No preferred stock was issued or outstanding as of December 31, 2025 .

At Market Issuance Sales Agreement (ATM)

On December 31, 2025, the Company increased the maximum aggregate gross sales price of the Company’s common stock that may be offered, issued and sold under a certain At Market Offering Agreement ( 2025 ATM Agreement) with Roth Capital Partners, LLC (Roth), which the Company initially entered into in July 2025, from $ 6.5 million to $ 8.2 million.

Pursuant to the terms of the 2025 ATM Agreement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $ 8.2 million from time to time through or to Roth, acting as sales agent or principal.

Roth may sell shares of the Company’s common stock in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and either party may terminate the 2025 ATM Agreement upon two business days’ notice.

The Company has agreed to pay Roth a commission equal to 3.0 % of the gross proceeds from any shares of common stock sold under the 2025 ATM Agreement, in addition to reimbursing certain expenses.

The 2025 ATM Agreement will terminate upon the sale of shares having an aggregate offering price equal to the maximum amount authorized under the agreement.

During the fourth quarter of 2025, the Company sold 1,130,420 shares of common stock pursuant to the 2025 ATM Agreement for gross proceeds of approximately $ 1.1 million.

Warrant Background

Upon its issuance of warrants to purchase shares of common stock, the Company evaluates the terms of the warrant issue to determine the appropriate accounting and classification of the warrant issue pursuant to FASB ASC Topic 480, Distinguishing Liabilities from Equity, FASB ASC Topic 505, Equity, FASB ASC 815, Derivatives and Hedging, and ASC 718, Compensation - Stock Compensation.

Warrants are classified as liabilities when the Company may be required to settle a warrant exercise in cash and classified as equity when the Company settles a warrant exercise in shares of its common stock.

Liability classified warrants are valued at fair value at the date of issue and at each reporting date pursuant to FASB ASC 820, Fair Value Measurement, (ASC 820) and are reflected as a warrant liability on the Company's consolidated balance sheet.

The change in the warrant liability during each reporting period is reflected as a gain (loss) from change in fair value of warrant liability in the Company's consolidated statement of operations.

Equity classified warrants issued to non-employees in exchange for services are accounted for in accordance with ASC 718 which requires all stock-based payments be recognized in the consolidated statements of operations based on their fair value.

For further information, see Note 2.

Basis of presentation, principles of consolidation and significant accounting policies – Stock-based Compensation.

Warrants that meet the criteria for liability classification under ASC 480, or that do not meet the criteria for equity classification under ASC 815 due to exercise contingencies, settlement provisions, or other contractual terms, are accounted for as derivative liabilities.

Liability classified warrants are measured at fair value on the date of issuance and remeasured at fair value at each reporting date in accordance with FASB ASC 820, Fair Value Measurement (ASC 820 ), and are presented as warrant liabilities on the Company’s consolidated balance sheet.

Changes in the fair value of warrant liabilities are recognized as gains or losses from changes in fair value of warrant liabilities in the Company’s consolidated statement of operations.

Equity-classified warrants issued to non-employees in exchange for services are accounted for in accordance with ASC 718, which requires stock-based compensation to be recognized in the consolidated statements of operations based on the warrants’ grant-date fair value.

For further information, see Note 2, Basis of Presentation, Principles of Consolidation and Significant Accounting Policies—Stock-Based Compensation.

At December 31, 2025 and 2024 , the Company has the following warrants outstanding:

1 unchanged sentence

Liability Classified Warrants (1)

Issued March 2019

Issued June 2025

14,240 - $ 3.90 4.6

Issued April 2019

Balance outstanding

14,240 — $ 3.90 4.6

Equity Classified Warrants

Issued February 2020

1 unchanged sentence

Issued December 2020

Issued April 2021

191 191 1,361.25 0.3

1 unchanged sentence

667 667 1,155.00 5.6

Issued June 2022

134 134 558.75 6.5

Equity Classified Warrants

Issued April 2020 - Consulting

Issued September 2022

667 667 465.00 6.7

Issued December 2020 - Consulting

Issued June 2023

401 401 225.00 7.5

Issued April 2021 - Consulting

Issued August 2023

267 267 232.50 7.6

Issued August 2021 - Consulting

Issued December 2023

1,743 37,573 240.00 3.0

Issued June 2022 - Consulting

Issued March 2024

134 134 228.75 8.2

Issued September 2022 - Consulting

Issued August 2024

4,936 268,202 69.68 3.6

Issued June 2023 - Consulting

Issued October 2024

1,440 1,440 59.00 8.8

Issued August 2023 - Consulting

Issued January 2025

4,000 - 41.00 9.0

Issued December 2023 - Pre-Funded Warrants

Issued February 2025

18,206 32.03 4.1

Issued March 2024 - Consulting

Issued June 2025

2,628,180 - 3.90 4.6

Issued August 2024 - Pre-Funded Warrants

1,649,000 — 0.001 n/a

Issued October 2024 - Consulting

Issued July 2025

8,000 - 13.75 9.5

Issued August 2025

2,278,237 - 10.87 4.8

Issued September 2025

14,000 - 10.75 9.7

Issued November 2025

16,000 - 12.25 9.9

Issued December 2025

2,610,823 - 3.90 4.9

7,588,026 312,405 $ 6.44

Balance outstanding

3 unchanged sentences

Liability Classified Warrants

The Company uses the Black-Scholes option pricing model (BSM) to determine the fair value of its warrants at the date of issue and outstanding at each reporting date.

The Company applies a Monte Carlo simulation model to appropriately reflect the impact of the Down Round Feature to the Series E Warrants.

The risk-free interest rate assumption is based upon observed interest rates on zero coupon US Treasury bonds linearly interpolated to obtain a maturity period commensurate with the term of the warrants.

Estimated volatility is a measure of the amount by which the Company's stock price is expected to fluctuate each year during the expected life of the warrants.

The assumptions used in determining the fair value of the Company’s outstanding liability classified warrants are as follows:

Year Ended December 31,

The assumptions used in determining the fair value of the Company’s outstanding liability classified warrants as of December 31, 2025 are as follows:

December 31, 2025

Risk-free interest rate 3.63 %

4.2 % to 4.4 % 3.8 % to 5.4 %

76.9 % to 99.4 % 79.5 % to 108.7 %

Volatility 114.3 %

Expected life (years) 4.6

0.6 to 4.8 0.3 to 5.0

Dividend yield

In addition, for the Series A and Series B warrants issued in August 2024, the assumptions used for the probability of the milestone events successfully occurring were 75% and 25%, respectively, as of December 31, 2024.

A summary of the Company's liability classified warrant activity during the year ended December 31, 2024 and related information follows:

Number of Shares Under Warrant Range of Warrant Exercise Price per Share Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years)

Outstanding at December 31, 2023

1,082,895 9.60 to 157.50

5,056,054 2.23 to 2.79 $ 2.24 3.4

( 75,909 ) 99.00 to 157.50 $ 143.96 —

Outstanding at December 31, 2024

6,063,040 2.23 to 94.50 $ 3.32 3.5

Vested and Exercisable at December 31, 2024

6,063,040 2.23 to 94.50 $ 3.32 3.5

During the year ended December 31, 2025, the exercise price and number of shares underlying certain warrants were adjusted pursuant to the anti-dilution provisions of the warrant agreements.

These adjustments were triggered by the Company’s reverse stock split and the issuance of common stock and common stock equivalents at prices below the then-current exercise prices of such warrants.

In the aggregate, these adjustments increased the number of shares underlying the affected warrants by 1,528,326 shares.

The resulting changes are reflected in the warrant activity rollforward below.

Number of Shares

Weighted Average

Weighted Average Remaining Contractual

Under Warrant

Exercise Price

Balance at January 1, 2025

4,768,525 $ 3.76 4.70

Adjustment from anti-dilution provisions

1,528,326 $ 3.90 4.60

( 1,376,194 ) $ 3.42 4.63

Reclassification of warrant liabilities to equity pursuant to warrant amendments

( 4,906,417 ) $ 3.90 4.69

Balance at December 31, 2025

14,240 $ 3.90 4.60

Exercisable at December 31, 2025

14,240 $ 3.90 4.60

For a summary of the changes in fair value associated with the Company's warrant liability for the years ended December 31, 2025 and 2024 , see Note 2.

1 unchanged sentence

Equity Classified Warrants

In January 2025, the Company granted equity-classified warrants to two consultants to purchase up to 50,000 shares each of Company common stock with a ten -year term and an exercise price of $ 1.64 .

The first 50,000 of these warrants vest based on performance of certain services, and the other 50,000 vest annually over four years.

In October 2024, the Company issued consultants ten -year warrants to purchase up to 36,000 shares of common stock (taking into account the reverse stock splits we have completed).

30,000 warrants vest annually over a four -year term, 5,000 warrants vest monthly over a three -year term, and 1,000 warrants vested immediately.

In March 2024, the Company issued a consultant a ten -year warrant to purchase up to 3,334 shares of common stock (taking into account the reverse stock splits we have completed).

The warrants vest annually over a four -year term.

In August 2023, the Company granted equity-classified warrants to a consultant to purchase up to 6,667 shares ( t aking into account the reverse stock splits we have completed) of Company common stock with a five -year term and an exercise price of $ 9.30 .

The warrants vest based on performance of certain services.

As of December 31, 2024, no related vesting criteria were met.

In June 2023, the Company granted equity-classified warrants to purchase 10,000 shares of common stock with a ten -year term and an exercise price of $ 9.00 vesting annually over four years while services are being performed.

At December 31, 2024 the Company had 1,746,993 equity classified warrants outstanding of which 1,697,744 warrants were exercisable (taking into account the reverse stock splits we have completed).

At December 31, 2023, the Company had 289,277 equity classified warrants outstanding of which 266,350 were exercisable (taking into account the reverse stock splits we have completed).

A summary of the Company's equity classified warrant activity during the year ended December 31, 2025 and related information follows:

Number of Shares Weighted Average Weighted Average Remaining Contractual

Under Warrant Exercise Price Life (Years)

Balance at January 1, 2025

312,405 $ 47.11 7.85

3,485,852 $ 7.79 4.93

( 1,111,909 ) $ 19.40 5.66

Expired warrants

( 4,739 ) $ 1,365.85 4.10

Reclassification of warrant liabilities to equity pursuant to warrant amendments

4,906,417 $ 3.90 4.69

Balance at December 31, 2025

7,588,026 $ 4.34 4.79

Exercisable at December 31, 2025

4,943,149 $ 6.43 4.69

The Company’s equity awards granted during the year ended December 31, 2025 primarily consisted of Series C and Series D warrants granted during the quarter ended March 31, 2025, Series G warrants issued in connection with the Company’s warrant exercise inducement in December 2025, and Series E and Series F warrants that were reclassified to equity upon execution of the Warrant Amendment in December 2025.

Equity awards exercised during the year ended December 31, 2025 primarily consisted of the exercise of Series A, B, C, D, E and F warrants.

In September 2025, the Company granted equity classified warrants to purchase up to 14,000 shares of the Company’s common stock with a ten year term and an exercise price of $ 10.75 per share.

These warrants vest annually over four years, subject to continued service.

In July 2025, the Company issued 8,000 equity-classified warrants to a consultant, of which 4,000 vested immediately and 4,000 vest upon the execution of a letter of intent or the closing of a licensing transaction with a value of $10.0 million or more.

In January 2025, the Company granted equity classified warrants to two consultants to purchase up to 2,000 shares of common stock each, with a ten -year term and an exercise price of $ 41.00 per share.

Of these warrants, 2,000 vest upon the performance of specified services and the remaining 2,000 vest annually over four years.

In October 2024, the Company issued equity classified warrants to consultants to purchase up to 1,440 shares of common stock.

Of these warrants, 1,200 vest annually over four years, 200 vest monthly over three years, and 40 vested immediately upon issuance.

In March 2024, the Company granted equity classified warrants to purchase up to 133 shares of common stock with a ten year term and an exercise price of $ 228.75 per share.

These warrants vest annually over four years, subject to continued service.

Stock Based Compensation

Stock Plan, Stock-based Compensation and Outstanding Awards

In October 2024, the Board of Directors of the Company approved the Company’s 2024 Stock Plan (the "2024 Stock Plan"), which replaced the 2015 Stock Plan.

The awards under the 2024 Stock Plan can be in the form of stock options, stock awards, stock unit awards, or stock appreciation rights.

All figures herein are taking into account the one-for-fifteen reverse stock split completed March 22, 2024.

Under the terms of the Company’s 2024 Stock Plan, as amended, and approved by its stockholders in October 2024, 1,000,000 shares of the Company’s common stock are available for grant to employees, non-employee directors and consultants.

The 2024 Stock Plan provides for the grant of stock options, stock awards, stock unit awards, or stock appreciation rights.

As of December 31, 2024, there wer e 119,166 shares re maining to be granted under the 2024 Stock Plan.

In October 2024, the Company’s Board of Directors approved the Moleculin Biotech, Inc.

2024 Equity Incentive Plan (the “2024 Stock Plan”), which replaced the Company’s 2015 Stock Plan.

The 2024 Stock Plan provides for the grant of stock options, stock awards, stock unit awards, and stock appreciation rights to employees, non-employee directors, and consultants of the Company.

All share and per share amounts presented herein reflect the effect of the Company’s 1 -for- 25 reverse stock split completed on December 1, 2025.

As initially approved, 40,000 shares of the Company’s common stock were reserved for issuance under the 2024 Stock Plan.

In August 2025, the Company’s stockholders approved an amendment to the 2024 Stock Plan to increase the number of shares authorized for issuance from 40,000 shares to 280,000 shares of the Company’s common stock.

As of December 31, 2025, there were 22,105 shares available for future issuance under the 2024 Stock Plan.

Stock-based compensation expense for the years ended December 31, 2025 and 2024 is as follows (in thousands):

9 unchanged sentences

Stock option awards generally have a 10 -year contractual term and vest over a 4 -year period for employees and over a 1 to 3 -year period for directors from the grant date on a straight-line basis over the requisite service period.

The grant-date fair value of stock options is determined using the Black-Scholes option-pricing model.

The grant-date fair value of stock options is determined using the Black-Scholes option-pricing model (BSM).

Additionally, the Company’s stock options provide for full vesting of unvested outstanding options, in the event of a change of control of the Company.

6 unchanged sentences

Risk-free interest rate

4.0 % to 4.5 % 3.9 % to 4.6 %

3.8 % 4.0 % to 4.5 %

111.8 % to 116.8 % 89.1 % to 98.9 %

Expected life (years)

5.1 to 6.3 5.5 to 6.3

6.25 5.1 to 6.3

Expected dividend yield

12 unchanged sentences

14,059 $ 741.35 $ 974.40 7.0 $ —

Options granted during 2024 and 2023 have an aggregated grant date fair value of $ 1.1 million and $ 0.7 million, respectively, that was calculated using the Black-Scholes option-pricing model.

Options granted during 2025 and 2024 have an aggregated grant date fair value of $ 1.5 millio n and $ 1.1 million, respectively, that was calculated using the Black-Scholes option-pricing model.

At December 31, 2025 , total compensation cost not yet recognized was $ 2.5 million and the weighted average period over which this amount is expected to be recognized is 3.9 years.

2 unchanged sentences

At December 31, 2025 , there was $ 8,000 of unrecognized stock compensation expense related to the Company's equity-classified warrants.

Restricted Stock Units and Performance Restricted Stock Units

Restricted Stock Units

Restricted stock units (RSU) are granted with a grant date fair value determined using the closing price of the Company's common stock on the grant date.

1 unchanged sentence

Additionally, the Company's restricted stock unit agreements provide for full vesting of the restricted stock award in the event of a change of control of the Company.

Performance-based restricted stock units (PSU) are granted primarily to our executive officers and only vest when specific conditions are met based on pre-established performance goals for the Company.

PSUs are expensed only when meeting those conditions are deemed probable.

RSU and PSU activity for the year ended December 31, 2024 is as follows:

RSU activity for the year ended December 31, 2025 is as follows:

Number of Shares

4 unchanged sentences

( 3,730 ) $ 165.74 2.3

Unvested Shares, December 31, 2025

9,631 $ 98.99 2.6

As of December 31, 2025 , total compensation cost for RSUs not yet recognized was $ 0.7 million and the weighted average period over which this amount is expected to be recognized is 2.6 years.

Performance-Based Restricted Stock Units

PSUs are expensed only when meeting those conditions are deemed probable.

PSU activity for the year ended December 31, 2025 is as follows:

Number of Shares

Weighted Average Grant Date Fair Value

Weighted Average Remaining Contractual Term (years)

Unvested Shares, December 31, 2024

2,935 $ 321.90 8.8

As of December 31, 2024, total compensation cost not yet recognized was $ 1.3 million and the weighted average period over which this amount is expected to be recognized is 2.9 years.

In June 2023, the Company granted 65,292 shares of restricted stock units with a weighted average fair value of $ 9.00 per share at the date of grant (taking into account the reverse stock splits we have completed), which vest annually in four installments.

In June 2022, the Company granted 30,156 shares of restricted stock units with a weighted average fair value of $ 22.35 per share (taking into account the reverse stock splits we have completed) at the date of grant, which vest annually in four equal installments .

In December 2023, the Company granted to the Company's executive officers 73,334 performance-based restricted stock units (t aking into account the reverse stock splits we have completed ) .

Granted 62,000 $ 12.25 9.9

Unvested Shares, December 31, 2025

64,935 $ 26.25 9.9

As of December 31, 2025 , total compensation cost for PSUs not yet recognized was $ 1.7 million.

The weighted average remaining contract term for these awards is 9.9 years.

In November 2025, the Company granted 62,000 PSUs to executive officers.

Each PSU vests in equal tranches upon the achievement of specified clinical and operational milestones related to the Company’s MIRACLE clinical trial, including patient enrollment thresholds, achievement of defined clinical data outcomes, and advancement to subsequent study phases.

Vesting of each tranche is subject to certification by the Company’s board of directors or its compensation committee.

Stock-based compensation expense for these performance-based awards is recognized when achievement of the applicable performance conditions is considered probable, based on management’s best estimates, which incorporate the inherent risks and uncertainties associated with achieving the underlying milestones.

As of the issuance date and through December 31, 2025, none of the performance conditions were considered probable;

accordingly, no compensation expense was recognized for these performance-based vesting awards.

In December 2023, the Company granted 2,935 PSUs to executive officers.

Each PSU will vest upon the first of the following to occur:

18 unchanged sentences

$ 43,669 $ 38,637

A reconciliation of the income tax benefit computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows (in thousands):

The domestic and foreign components of the Company's loss before tax provision for the years ended December 31, 2025 and 2024, were as follows (in thousands):

Year Ended December 31,

Federal tax benefit at statutory rate

United States

$ ( 33,496 ) $ ( 25,865 )

State tax benefit net of federal

( 64 ) ( 183 )

Foreign rate differential

Loss before taxes

$ ( 33,560 ) $ ( 26,048 )

Change in deferred tax rates

The following summarizes the Company’s cash taxes paid by jurisdiction (in thousands):

Year Ended December 31,

Total taxes paid

A reconciliation of the income tax benefit computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows (in thousands):

Year Ended December 31,

Federal tax (benefit) at statutory rate

$ ( 7,034 ) 21.0 % $ ( 5,431 ) 21.0 %

State and local income Taxes

Foreign tax effects

Change in tax laws and rates

Effects of cross-border tax laws

Federal tax credits

Domestic change in valuation allowance

5,288 ( 16.0 ) 5,672 ( 21.8 )

Nontaxable or nondeductible items

Stock warrant costs

2 unchanged sentences

74 - 60 ( 0.2 )

Permanent provision to return items

174 ( 1.0 ) 120 ( 0.5 )

Stock compensation change

( 85 ) ( 0.4 )% ( 82 ) ( 0.3 )%

Uncertain tax provision

— — % ( 103 ) ( 0.4 )%

Increase in valuation allowance

( 6,329 ) ( 29.1 )% ( 6,613 ) ( 22.2 )%

Total tax (expense) benefit

28 unchanged sentences

Additionally, because federal tax laws limit the time during which the net operating loss carryforwards may be applied against future taxes, if the Company fails to generate taxable income prior to the expiration dates of the carry forwards the Company may not be able to fully utilize the net operating loss carryforwards to reduce future income taxes.

Net operating loss carry forwards generated in the 2018 and later years do not expire, but will only be able to offset 80% of future taxable income.

Net operating loss carry forwards generated in 2018 and later years do not expire, but will only be able to offset 80% of future taxable income.

Finally, the Company has not undertaken a detailed analysis of the application of IRC Section 382 with respect to limitations on the utilization of net operating loss carryforwards and other deferred tax assets as management does not believe an ownership change has occurred within the meaning of IRC Section 382.

8 unchanged sentences

The change in the valuation allowance for the year ended December 31, 2025 was primarily due to additional operating losses and capitalized research costs.

The Company undertakes research and development (R&D) activities that qualify for certain tax credits for US and Australian income tax purposes.

The Company has a full valuation allowance against its US federal R&D tax credits.

For the 2024 tax year, there may be a potential Australian research and development tax credit, as the Company is increasing research and development activities in Australia.

The Company estimates the amount of cash refund it expects to receive related to the Australian research and development tax incentive program and records the incentives when it is probable that 1) the Company will comply with relevant conditions of the program and 2) there is reasonable assurance the claim will be recovered.

During the years ended December 31, 2024 and 2023, respectively, the Company has not recorded the Australian tax incentive as it is not yet probable that the terms and claim will be recovered.

The federal research credits will begin to expire in the years 2037 through 2041, if not utilized.

The Company conducts research and development (“R&D”) activities that qualify for tax credits in both the United States and Australia.

federal income tax purposes, R&D tax credits are accounted for under ASC 740, Income Taxes.

The Company has recorded a full valuation allowance against its U.S.

federal R&D tax credit carryforwards, as it has determined that it is more likely than not that these deferred tax assets will not be realized.

These credits, if not utilized, will begin to expire in 2037.

For Australian purposes, the Company may be eligible to receive refundable tax incentives under the Australian Research and Development Tax Incentive program.

As these incentives are refundable in cash and are not dependent on future taxable income, the Company recognizes the benefit of the Australian R&D incentive as a reduction to research and development expense in the consolidated statements of operations when it is probable that (i) the Company will comply with the relevant program requirements and (ii) the incentive will be received.

During the year ended December 31, 2025, the Company received $ 0.1 million in cash refunds related to a $ 0.2 million refundable R&D tax credit associated with its 2023 R&D activities in Australia, which was recognized in 2024.

The Company has a liability for unrecognized tax benefits o f $ 0.3 million (excluding accrued interest and penalties) as of December 31, 2025 .

9 unchanged sentences

The Company does not believe that its tax positions will significantly change due to any settlement and/or expiration of statutes of limitations prior to December 31, 2025 within the next year.

Starting in 2022, changes to Internal Revenue Code Section 174 made by the Tax Cuts and Jobs Act of 2017 no longer permit an immediate deduction for research and development expenditures in the tax year that such costs are incurred.

As a result the Company capitalized such costs in its 2024 and 2023 income tax provision, resulting in an increase in deferred tax assets.

Australia R&D Tax Incentive

The Australian government provides an incentive for research and development carried out in their country in the form of refundable tax credits if certain conditions are met.

Management assesses the Company's R&D activities and expenditures to determine which activities and expenditures are likely to be eligible under the Australian tax incentive.

Annually, management estimates the refundable tax credit available to the Company based on available information and submits an application to the Australian tax authority for R&D credit approval.

The Company recognizes the refundable R&D tax credits when there is reasonable assurance that the terms have been met, the refund will be received, the relevant expenditures have been incurred, and the consideration can be reliably measured.

In December 2024, the Company received $ 0.2 million as a refundable R&D tax credit for its 2023 R&D activities in Australia, which was recorded as a reduction to research and development expense in the consolidated statements of operations when the aforementioned criteria were met.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) ( H.R.1 ) was signed into law by the President of the United States.

The OBBBA contains significant provisions impacting corporate taxation in the U.S.

with multiple effective dates.

Among the changes effective in 2025 are modifications to capitalization of domestic research and development costs, accelerated depreciation of fixed assets and other qualifying property, as well as limitations on deductions for interest expense.

Changes effective in 2026 include, among others, modifications to certain international tax provisions.

The impacts of OBBBA are reflected in our results for the year ended December 31, 2025.

There was no material effect on our income tax expense or effective tax rate.

Commitments and Contingencies

26 unchanged sentences

As of December 31, 2025

2030 and thereafter

Total lease payments

3 unchanged sentences

The interest rate implicit in lease contracts is typically not readily determinable and as such, the Company uses an incremental borrowing rate based on a peer analysis using information available at the commencement date, which represents an internally developed rate that would be incurred to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in a similar economic environment.

Under agreements associated with Annamycin, the WP1122 Portfolio and the WP1066 Portfolio all described below, the Company is responsible for certain license, milestone and royalty payments over the course of the agreements.

Under license and option agreements associated with Annamycin, the WP1122 Portfolio and the WP1066 Portfolio all described below, the Company is responsible for certain license, milestone and royalty payments over the course of the agreements.

Annual license fees can cost as high as $ 0.1 million depending upon the anniversary, milestone payments for the commencement of phase II and phase III clinical trials, for the submission of an NDA to the FDA and for the receipt of marketing approval for sale of a license product can cost as high as $ 0.6 million, depending upon certain terms and conditions.

Not all of these payments are applicable to every drug.

Total expenses under these agreements we re $ 229,000 and $ 258,000 , respectively, for the years ended December 31, 2024 and 2023.

Total expenses under these agreements were $ 147,000 and $ 229,000 , respectively, for the years ended December 31, 2025 and 2024.

On June 29, 2017, the Company entered into a Patent and Technology License Agreement with MD Anderson licensing certain technology related to the method of preparing Liposomal Annamycin and on December 17, 2021 the Company entered into an amendment to this agreement to include certain technology related to the method of reconstituting Liposomal Annamycin.

4 unchanged sentences

WP1066 Portfolio

The rights and obligations to a June 2010 Patent and Technology License Agreement entered into by and between Moleculin LLC and MD Anderson ( 2010 Agreement) have been assigned MBI.

Therefore, MBI has obtained a royalty-bearing, worldwide, exclusive license to intellectual property rights, including patent rights, related to its WP1066 drug product candidate.

On February 3, 2022, the Company entered into a new patent and technology license agreement ( 2022 Agreement) with MD Anderson licensing certain technology related to WP1066 checkpoint inhibitors.

In January 2024 the Company notified MD Anderson that it was terminating this license.

In consideration for these agreements, the Company must make payments to MD Anderson including an up-front payment, milestone payments and minimum annual royalty payments for sales of products developed under the license agreement.

Annual Maintenance fee payments will no longer be due upon marketing approval in any country of a licensed product under the 2010 Agreement.

One-time milestone payments are due upon commencement of the first Phase III study for a licensed product within the United States, Europe, China or Japan;

upon submission of the first NDA for a licensed product in the United States;

and upon receipt of the first marketing approval for sale of a licensed product in the United States.

The term of the 2010 Agreement extends until the later of 15 years from the effective date of the agreement, or the expiration of the last-to-expire licensed patent.

The Company has rights as co-inventors to certain technology related to an intravenous formulation for WP1066.

Additionally, the Company has exclusive, world-wide rights to MD Anderson’s co-inventor rights to the same technology via an option.

Such option is related to the Company maintaining its Sponsored Research Agreement, discussed below, with MD Anderson into 2027.

WP1122 Portfolio

The rights and obligations to an April 2012 Patent and Technology License Agreement entered into by and between IntertechBio and MD Anderson ( 2012 Agreement) have been assigned to MBI.

14 unchanged sentences

There can be no assurance that this process will result to the Company’s satisfaction.

WP1066 Portfolio

The rights and obligations to a June 2010 Patent and Technology License Agreement entered into by and between Moleculin LLC and MD Anderson (2010 Agreement) have been assigned MBI.

Therefore, MBI has obtained a royalty-bearing, worldwide, exclusive license to intellectual property rights, including patent rights, related to its WP1066 drug product candidate.

On February 3, 2022, the Company entered into a new patent and technology license agreement (2022 Agreement) with MD Anderson licensing certain technology related to WP1066 checkpoint inhibitors.

In January 2024 the Company notified MD Anderson that it was terminating this license.

Annual Maintenance fee payments will no longer be due upon marketing approval in any country of a licensed product under the 2010 Agreement.

One-time milestone payments are due upon commencement of the first Phase III study for a licensed product within the United States, Europe, China or Japan;

upon submission of the first NDA for a licensed product in the United States;

and upon receipt of the first marketing approval for sale of a licensed product in the United States.

The term of the 2010 Agreement extends until the later of 15 years from the effective date of the agreement, or the expiration of the last-to-expire licensed patent.

MBI entered into an outlicensing agreement with HPI, pursuant to which it granted certain intellectual property rights to HPI, including rights covering the potential drug candidate, WP1066 (HPI Out-Licensing Agreement).

Upon payment of the option repurchase payment in 2019, the HPI Out-Licensing Agreement was terminated and MBI regained all rights to the licensed subject matter and rights to any and all development data and any regulatory submissions including any IND, NDA or ANDA related to the licensed subject matter and can end the license without any other obligation.

The Company has two current agreements with HPI.

The first agreement, which was renewed in May 2022, continues a prior consulting arrangement with HPI and requires payments for $ 43,500 per quarter.

The second agreement, which can be cancelled with sixty days notice by either party, allows the Company's employees access to laboratory equipment owned by HPI and this requires a payment of $ 15,000 per quarter to HPI.

Total expenses related to HPI were $ 234,000 f or the years ended December 31, 2024 and 2023.

Sponsored Research Agreements with MD Anderson

MBI has a Sponsored Laboratory Study Agreement with MD Anderson expiring March 31, 2025, and is expected to be extended, however there can be no assurance that this effort will be successful.

In January and February 2025, the Company entered into an amendments to the Sponsored Research Agreement with MD Anderson for total additional payments to MD Anderson of $ 0.3 million to support the continuation of the project.

In addition, the Company also has Sponsored Research Agreements with other universities, one in the US and one in Europe.

The expenses recognized under the agreements were $ 2,049,000 and $ 775,000 , respectively for the years ended December 31, 2024 and 2023.

Other Licenses

WPD Pharmaceuticals

Since February 2019, the Company was party to a sublicense agreement with WPD Pharmaceuticals (WPD), pursuant to which it sublicensed to WPD certain intellectual property rights, including rights to Annamycin, its WP1122 portfolio, and its WP1066 portfolio (as amended, WPD Agreement).

WPD is affiliated with Dr.

Waldemar Priebe, the Company's founder.

Under the WPD Agreement, the Company granted WPD a royalty-bearing, exclusive license to research, develop, manufacture, have manufactured, use, import, offer to sell and/or sell products in the field of human therapeutics under the licensed intellectual property in the countries of Poland, Estonia, Latvia, Lithuania, Belarus, Ukraine, Moldova, Romania, Armenia, Azerbaijan, Georgia, Slovakia, Czech Republic, Hungary, Uzbekistan, Kazakhstan, Greece, Austria, Russia, Netherlands, Turkey, Belgium, Switzerland, Sweden, Portugal, Norway, Denmark, Ireland, Finland, Luxembourg, Iceland (licensed territories).

In March 2023, the Company and WPD agreed to terminate the WPD Agreement.

Pursuant to the termination, the Company agreed to pay WPD (or its designees) $ 700,000 in cash and shares of its common stock valued at $ 800,000 .

In connection with the termination, WPD agreed to assign all of its rights and obligations related to the Phase 1b/2 clinical trial of Annamycin for the treatment of STS lung metastases being conducted at Maria Sklodowska-Curie National Research Institute.

With the termination of the WPD Agreement, the Company now holds the worldwide rights to all of its licensed intellectual property, other than the rights related to non-human animals.

Animal Life Sciences

In February 2019, the Company sublicensed certain intellectual property rights, including rights to Annamycin, its WP1122 portfolio, and its WP1066 portfolio in the field of non-human animals to ALI (ALI Agreement).

ALI is affiliated with Dr.

Waldemar Priebe, one of its founders.

Under the ALI Agreement, the Company granted ALI a worldwide royalty-bearing, exclusive license to research, develop, manufacture, have manufactured, use, import, offer to sell and/or sell products in the field of non-human animals under the licensed intellectual property.

This license is subject to the terms in the prior agreements entered into by the Company and MDA.

The Company has a Sponsored Laboratory Study Agreement (Sponsored Research Agreement) with MD Anderson through March 31, 2027, and is expected to be extended;

however, there can be no assurance that such extension will occur.

During the first quarter 2025, the Company entered into various amendments to the Sponsored Research Agreement with MD Anderson for total additional payments to MD Anderson of $ 0.3 million to support the project.

In August 2025, the Company executed another amendment to the Sponsored Research Agreement with MD Anderson, extending the ongoing research collaboration.

The amendment provides for continued research through March 31, 2027, focused on the development and preclinical evaluation of the Company’s drug candidates.

Total funding under the Sponsored Research Agreement, as amended, is approximately $ 1.6 million, payable in scheduled installments.

Expenses recognized under these agreements totaled $ 0.9 million and $ 2.1 million for the years ended December 31, 2025 and 2024 .

Other Guarantees

1 unchanged sentence

In December 2023, the Company entered into a letter of credit with its primary banking relationship in the US, or bank guarantee, in the amount of $ 0.2 million, in connection to a value-added tax (VAT) registration in Poland.

In December 2025, the letter of credit was terminated.

To date, there have been no draws or claims against this bank guarantee.

3 unchanged sentences

Subsequent Events

Subsequent events occurring after December 31, 2024 are discussed elsewhere in these notes.

On February 19, 2026, the Company entered into warrant inducement agreements with certain holders of its existing equity-classified Series E and Series F warrants.

Pursuant to these agreements, the holders exercised warrants to purchase an aggregate of 2,122,652 shares of the Company’s common stock at an exercise price of $ 3.90 per share, resulting in gross proceeds of approximately $ 8.3 million.

In connection with these transactions, the number of shares underlying the remaining outstanding Series E warrants increased by 597,359 shares pursuant to the anti-dilution provisions contained in those warrants.

In consideration for the exercises, the Company agreed to issue new Series H warrants to purchase up to 6,367,956 shares of common stock.

The Series H warrants have a five -year term and an exercise price of $ 2.3976 per share.

The warrants contain customary anti-dilution adjustments and beneficial ownership limitations and will become exercisable upon stockholder approval in April 2026.

The Company has agreed to file a resale registration statement covering the shares of common stock issuable upon exercise of the Series H warrants on or before March 31, 2026, and to use commercially reasonable efforts to cause such registration statement to be declared effective by April 30, 2026.

Due to the completion of this transaction, the exercise price of our outstanding Series E warrants was adjusted to $ 3.00 per share, the exercise price of our outstanding Series F warrants was adjusted to $ 2.75 per share, and the exercise price of our outstanding Series G warrants was adjusted to $ 2.3976 per share.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures