Moleculin Biotech, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Form 10-K. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding disclosure. Management concluded that our disclosure controls and procedures were effective as of December 31, 2025. Attestation Report of the Registered Public Accounting Firm Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal controls over financial reporting for as long as we are a "non-accelerated filer." Management's Report on Internal Control Over Financial Reporting Our principal executive officer and our principal accounting and financial officer, are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our management concluded that our internal control over financial reporting was effective as of December 31, 2025. Changes in Internal Control Over Financial Reporting There was no change in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the year ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. ITEM 9B. 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 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. 61 Table of Contents 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 condition. 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. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this item is incorporated by reference to our proxy statement for the 2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2025 and is incorporated into this Annual Report on Form 10 -K by reference. Our Board of Directors has adopted a written Code of Business Conduct and Ethics applicable to all officers, directors and employees, which is available on our website (www.moleculin.com) under “Governance Documents” within the “Corporate Governance” section. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8 -K regarding amendment to, or waiver from, a provision of this Code and by posting such information on the website address and location specified above. ITEM 11. EXECUTIVE COMPENSATION The information required by this item is incorporated by reference to our proxy statement for the 2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2025 and is incorporated into this Annual Report on Form 10 -K by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item is incorporated by reference to our proxy statement for the 2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2025 and is incorporated into this Annual Report on Form 10-K by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item is incorporated by reference to our proxy statement for the 2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2025 and is incorporated into this Annual Report on Form 10-K by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item is incorporated by reference to our proxy statement for the 2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2025 and is incorporated into this Annual Report on Form 10-K by reference. PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS a. Documents filed as part of this Report 1. Financial Statements The financial statements and notes thereto which are attached hereto have been included by reference into Item 8 of this part of the annual report on Form 10-K. See the Index to Financial Statements on page below. 62 Table of Contents 2. Financial Statement Schedules All schedules are omitted because they are inapplicable or not required or the required information is shown in the financial statements or notes thereto. 3. Exhibits EXHIBIT INDEX Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation of Moleculin Biotech, Inc. (incorporated by reference to exhibit 3.1 of the Form S-1/A filed March 21, 2016) 3.2 Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Moleculin Biotech, Inc. (incorporated by reference to Exhibit 3.1 of the Form 8-K filed May 24, 2019) 3.3 Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Moleculin Biotech, Inc. (incorporated by reference to Exhibit 3.1 of the Form 8-K filed January 29, 2021) 3.4 Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Moleculin Biotech, Inc. (incorporated by reference to Exhibit 3.1 of the Form 8-K filed March 19, 2024) 3.5 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) 3.6 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) 3.7 Amended and Restated Bylaws of Moleculin Biotech., Inc. (incorporated by reference to exhibit 3.1 of the Form 8-K filed December 17, 2021) 4.1 Description of Registrant's Securities 4.2 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) 4.3 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) 4.4 Form of Amended and Restated Series E Warrant (incorporated by reference to Exhibit 4.1 of the Form 8-K filed December 22, 2025) 4.5 Form of Amended and Restated Series F Warrant (incorporated by reference to Exhibit 4.2 of the Form 8-K filed December 22, 2025) 4.6 Form of Amended and Restated Series G Warrant (incorporated by reference to Exhibit 4.3 of the Form 8-K filed December 22, 2025) 4.7 Form of Series H Warrant (incorporated by reference to Exhibit 4.1 of the Form 8-K filed February 20, 2026) 10.1 ** Moleculin Biotech, Inc. Amended and Restated 2015 Stock Plan, as amended (incorporated by reference to Exhibit 4.5 of the Form S-8 file number 333-272814) 10.2 Rights Transfer Agreement between Moleculin Biotech, Inc. and AnnaMed, Inc. (incorporated by reference to exhibit 10.2 of the Form S-1/A filed March 21, 2016) 10.3 Patent and Technology License Agreement dated June 21, 2010 by and between The Board of Regents of the University of Texas System and Moleculin, LLC (incorporated by reference to exhibit 10.3 of the Form S-1/A filed March 21, 2016) 10.4 Amendment No. 1 to the Patent and Technology License Agreement dated June 21, 2010 by and between The Board of Regents of the University of Texas System and Moleculin, LLC (incorporated by reference to exhibit 10.4 of the Form S-1/A filed March 21, 2016) 63 Table of Contents 10.5 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 10.5 of the Form S-1/A filed March 21, 2016) 10.6 Amendment No. 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) 10.7 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) 10.8 Agreement and Plan of Merger between Moleculin Biotech, Inc. and Moleculin, LLC (incorporated by reference to exhibit 10.11 of the Form S-1/A filed March 21, 2016) 10.9 Technology Rights and Development License Agreement to be entered into by Moleculin Biotech, Inc. and Houston Pharmaceuticals, Inc. (incorporated by reference to exhibit 10.13 of the Form S-1/A filed April 15, 2016) 10.10 Lease Agreement for 5300 Memorial (incorporated by reference to Exhibit 10.1 of the Form 10-Q filed May 14, 2018) 10.11 † Patent And Technology License Agreement dated February 12, 2018 by and between The Board of Regents of The University Of Texas System on behalf of The University Of Texas M. D. Anderson Cancer Center and Moleculin Biotech, Inc. (incorporated by reference to Exhibit 10.2 of the Form 10-Q filed May 14, 2018) 10.12 Sublicense Agreement dated as of February 19, 2019 entered into between the Company and Animal Life Sciences, LLC (incorporated by reference to Exhibit 10.22 of the Form 10-K filed February 21, 2019) 10.13 Consulting Agreement, dated March 16, 2020, entered into between the Company and Houston Pharmaceuticals, Inc. (HPI) (incorporated by reference to Exhibit 10.24 of the Form 10-K filed March 19, 2020) 10.14 Equipment Lab Letter, dated March 16, 2020, entered into between the Company and Houston Pharmaceuticals, Inc. (HPI) (incorporated by reference to Exhibit 10.25 of the Form 10-K filed March 19, 2020) 10.15 Scientific Advisory Board Agreement, dated February 28, 2020, entered into between the Company and Waldemar Priebe, PhD (incorporated by reference to Exhibit 10.26 of the Form 10-K filed March 19, 2020) 10.16 + Amendment No. 3 to Patent and Technology License Agreement between the Parties dated April 2, 2012, dated May 20, 2020, entered into between the Company and the Board of Regents of The University of Texas System, on behalf of The University of Texas M.D. Anderson Cancer Center (incorporated by reference to Exhibit 10.1 of the Form 10-Q filed August 12, 2020) 10.17 + Amendment No. 4 to Patent and Technology License Agreement between the Parties dated April 2, 2012, dated June 15, 2021, entered into between the Company and the Board of Regents of The University of Texas System, on behalf of The University of Texas M.D. Anderson Cancer Center (incorporated by reference to Exhibit 10.4 of the Form 10-Q filed August 12, 2021) 10.18 + Patent And Technology License Agreement dated June 29, 2017 by and between The Board of Regents of The University Of Texas System on behalf of The University Of Texas M. D. Anderson Cancer Center and Moleculin Biotech, Inc. (incorporated by reference to Exhibit 10.30 of the Form 10-K filed March 24, 2022) 10.19 + Amendment No. 1 to the Patent And Technology License Agreement dated June 29, 2017 by and between The Board of Regents of The University Of Texas System on behalf of The University Of Texas M. D. Anderson Cancer Center and Moleculin Biotech, Inc. (incorporated by reference to Exhibit 10.31 of the Form 10-K filed March 24, 2022) 10.20 + Patent And Technology License Agreement dated December 2, 2021 by and between The Board of Regents of The University Of Texas System on behalf of The University Of Texas M. D. Anderson Cancer Center and Moleculin Biotech, Inc. (incorporated by reference to Exhibit 10.32 of the Form 10-K filed March 24, 2022) 10.21 + Patent And Technology License Agreement dated December 3, 2021 by and between The Board of Regents of The University Of Texas System on behalf of The University Of Texas M. D. Anderson Cancer Center and Moleculin Biotech, Inc. (incorporated by reference to Exhibit 10.33 of the Form 10-K filed March 24, 2022) 10.22 + Patent And Technology License Agreement dated February 3, 2022 by and between The Board of Regents of The University Of Texas System on behalf of The University Of Texas M. D. Anderson Cancer Center and Moleculin Biotech, Inc. (incorporated by reference to Exhibit 10.34 of the Form 10-K filed March 24, 2022) 10.23 + Patent and Technology License Agreement dated October 21, 2022 by and between The Board of The University Of Texas System on behalf of The University Of Texas M.D. Anderson Cancer Center and Moleculin Biotech, Inc. (incorporated by reference to Exhibit 10.27 of the Form 10-K filed March 22, 2023) 10.24 First Amendment to Commercial Lease Agreement (incorporated by reference to Exhibit 10.1 of the Form 10-Q filed November 13, 2023) 10.25 Amended and Restated Employment Agreement between Moleculin Biotech, Inc. and Walter V. Klemp dated January 4, 2024 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed January 5, 2024) 64 Table of Contents 10.26 Amended and Restated Employment Agreement between Moleculin Biotech, Inc. and Jonathan P. Foster dated January 4, 2024 (incorporated by reference to Exhibit 10.2 of the Form 8-K filed January 5, 2024) 10.27 Employment Agreement between Moleculin Biotech, Inc. and Donald Picker dated January 4, 2024 (incorporated by reference to Exhibit 10.3 of the Form 8-K filed January 5, 2024) 10.28 + Moleculin Biotech, Inc. 2024 Stock Plan (incorporated by reference to Exhibit 10.1 of the Form 8-K filed October 25, 2024) 10.29 + 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) 10.30 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) 10.31 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) 10.32 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) 10.33 Form of Warrant Amendment dated December 21, 2025 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed December 22, 2025) 10.34 Form of Inducement Letter dated February 19, 2026 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed February 20, 2026) 19 Moleculin Biotech, Inc. Insider Trading Policy (incorporated by reference to Exhibit 19 of the Form 10-K filed March 21, 2025) 21 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 of the Form 10-K filed March 22, 2023) 23.1* Consent of Grant Thornton, LLP 31.1* Certification of Principal Executive Officer Pursuant to Section 302 of Sarbanes- Oxley Act of 2002 31.2* Certification of Principal Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002 32.1* Certification of Principal Executive Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Principal Financial Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97 Moleculin Biotech, Inc. Restatement Recoupment Policy (incorporated by reference to Exhibit 97 of the Form 10-K filed March 22, 2024) 101.INS * Inline XBRL Instance Document 101.SCH * Inline XBRL Taxonomy Extension Schema Document 101.CAL * Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB * Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. ** Denotes a management contract or compensatory plan or arrangement. † Confidential treatment has been granted as to certain portions of this exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. + Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated by the SEC, certain portions of this exhibit have been redacted. The Company hereby agrees to furnish supplementally to the SEC, upon its request, an unredacted copy of this exhibit. ITEM 16. FORM 10-K SUMMARY None. 65 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MOLECULIN BIOTECH, INC. By: /s/ Walter V. Klemp Walter V. Klemp, Chief Executive Officer and Chairman Date: March 18, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Signature Title Date /s/ Walter V. Klemp Chief Executive Officer and Chairman March 18, 2026 Walter V. Klemp (Principal Executive Officer) /s/ Jonathan P. Foster Executive Vice President and March 18, 2026 Jonathan P. Foster Chief Financial Officer (Principal Financial and Accounting Officer) /s/ Robert George Director March 18, 2026 Robert George /s/ Michael Cannon Director March 18, 2026 Michael Cannon /s/ John Climaco Director March 18, 2026 John Climaco /s/ Elizabeth Cermak Director March 18, 2026 Elizabeth Cermak /s/ Joy Yan Director March 18, 2026 Joy Yan 66 Table of Contents Moleculin Biotech, Inc. Index to Consolidated Financial Statements PAGE Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 ) 68 Consolidated Balance Sheets as of December 31, 2025 and 2024 69 Consolidated Statements of Operations and Comprehensive Loss for the Years ended December 31, 2025 and 2024 70 Consolidated Statements of Cash Flows for the Years ended December 31, 2025 and 2024 71 Consolidated Statements of Stockholders' Equity for the Years ended December 31, 2025 and 2024 72 Notes to Consolidated Financial Statements 73 67 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Moleculin Biotech, Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Moleculin Biotech, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Going concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred an accumulated deficit of $206.0 million since inception and has not generated any revenue from operations. These conditions, along with other matters as set forth in Note 2, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. 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 These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 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 We have served as the Company’s auditor since 2017. Fort Lauderdale, Florida March 18, 2026 68 Table of Contents Moleculin Biotech, Inc. Consolidated Balance Sheets (in thousands, except for share and per share data) December 31, 2025 2024 Assets Current Assets: Cash and cash equivalents $ 8,878 $ 4,278 Prepaid expenses and other current assets 808 916 Total current assets 9,686 5,194 Furniture and equipment, net 78 159 Intangible assets 11,148 11,148 Other non-current assets 900 — Operating lease right-of-use asset 314 424 Total Assets $ 22,126 $ 16,925 Liabilities and Stockholders' Equity Current Liabilities: Accounts payable $ 3,508 $ 2,030 Accrued expenses and other current liabilities 3,346 3,329 Total current liabilities 6,854 5,359 Operating lease liability - long-term, net of current portion 222 358 Warrant liability 44 — Total Liabilities 7,120 5,717 Commitments and contingencies (Note 8) Stockholders' Equity: Preferred stock, $ 0.001 par value; 5,000,000 authorized shares, no shares issued or outstanding — — Common stock, $ 0.001 par value; 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 3 — Additional paid-in capital 220,997 183,693 Accumulated other comprehensive income (loss) 10 ( 41 ) Accumulated deficit ( 206,004 ) ( 172,444 ) Total stockholders' equity 15,006 11,208 Total liabilities and stockholders' equity $ 22,126 $ 16,925 See accompanying notes to these consolidated financial statements. 69 Table of Contents Moleculin Biotech, Inc. Consolidated Statements of Operations and Comprehensive Loss (in thousands, except share and per share data) Year Ended December 31, 2025 2024 Revenue $ — $ — Operating expenses: Research and development 15,891 17,729 General and administrative 9,122 8,786 Depreciation and amortization 90 126 Total operating expenses 25,103 26,641 Loss from operations ( 25,103 ) ( 26,641 ) Other income: Gain from change in fair value of warrant liabilities 24,441 — Loss on issuance of warrant liabilities ( 30,962 ) — Transaction costs allocated to warrant liabilities ( 1,407 ) — Loss on extinguishment of warrant liabilities ( 614 ) — Other (expense) income, net ( 20 ) 43 Interest income, net 105 550 Net loss ( 33,560 ) ( 26,048 ) Warrant deemed dividend ( 104 ) — Net loss available to common stockholders $ ( 33,664 ) $ ( 26,048 ) Net loss per common share - basic and diluted $ ( 28.42 ) $ ( 189.14 ) Weighted average common shares outstanding, basic and diluted 1,184,569 137,720 Comprehensive loss: Net loss $ ( 33,560 ) $ ( 26,048 ) Other comprehensive loss: Foreign currency translation 51 ( 32 ) Comprehensive loss $ ( 33,509 ) $ ( 26,080 ) See accompanying notes to these consolidated financial statements. 70 Table of Contents Moleculin Biotech, Inc. Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 33,560 ) $ ( 26,048 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 90 126 Stock-based compensation 1,664 1,726 Change in fair value of warrant liabilities ( 24,441 ) — Loss on issuance of warrant liabilities 30,962 — Transaction costs allocated to warrant liabilities 1,407 — Loss on extinguishment of warrant liabilities 614 — Operating lease, net ( 26 ) 103 Changes in operating assets and liabilities: Prepaid expenses and other assets ( 792 ) 1,807 Accounts payable 1,330 ( 468 ) Accrued expenses and other liabilities 17 ( 1,108 ) Net cash used in operating activities ( 22,735 ) ( 23,862 ) Cash flows from investing activities: Purchase of fixed assets — ( 13 ) Net cash used in investing activities — ( 13 ) 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 25,765 4,660 Proceeds from exercise of warrants 1,527 1 Payment of tax liability for vested restricted stock units ( 8 ) ( 26 ) Net cash provided by financing activities 27,284 4,635 Effect of exchange rate changes on cash and cash equivalents 51 ( 32 ) Net increase (decrease) in cash and cash equivalents 4,600 ( 19,272 ) Cash and cash equivalents, at beginning of year 4,278 23,550 Cash and cash equivalents, at end of year $ 8,878 $ 4,278 Supplemental disclosures of cash flow information: Non-cash investing and financing activities: Reclassification of warrant liabilities to equity pursuant to warrant amendments $ 16,653 $ — Equity warrants issued in relation to liability-classified warrant inducements $ 6,213 $ — Offering costs included in accounts payable and accrued liabilities $ 138 $ — Deemed dividend in connection with warrant amendment $ 104 $ — Transaction costs related to the sale of common stock, pre-funded and common warrants $ — $ 156 See accompanying notes to these consolidated financial statements. 71 Table of Contents Moleculin Biotech, Inc. Consolidated Statements of Stockholders’ Equity (in thousands except for shares and per unit) Common Stock Shares Par Value Amount Additional Paid-In-Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Stockholders' Equity Balance at December 31, 2023 89,101 $ — $ 177,333 $ ( 146,396 ) $ ( 9 ) $ 30,928 Warrants exercised 30,555 — — — — — Issued for cash - sale of common stock, pre-funded and common warrants, net of transaction costs 11,320 — 4,660 — — 4,660 Reverse stock split 3,087 — — — — — Common stock issued upon vesting of restricted stock units (net of shares withheld for tax) 819 — ( 26 ) — — ( 26 ) Issuance of common stock in connection with consulting agreements 273 — 37 — — 37 Stock based compensation — — 1,689 — — 1,689 Cumulative translation adjustment — — — — ( 32 ) ( 32 ) Net loss — — — ( 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 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 ) — — — — — Reclassification of warrant liabilities to equity pursuant to warrant amendment — — 16,653 — — 16,653 Warrant deemed dividend — — 104 — — 104 Deemed dividend in connection with warrant amendment — — ( 104 ) — — ( 104 ) Stock based compensation — — 1,664 — — 1,664 Cumulative translation adjustment — — — — 51 51 Net loss — — — ( 33,560 ) — ( 33,560 ) Balance at December 31, 2025 3,199,228 $ 3 $ 220,997 $ ( 206,004 ) $ 10 $ 15,006 See accompanying notes to these consolidated financial statements. 72 Table of Contents Moleculin Biotech, Inc. Notes to the Consolidated Financial Statements 1. Nature of Business The terms “MBI” or “the Company”, “we”, “our” and “us” are used herein to refer to Moleculin Biotech, Inc. 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 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. 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, with another similar trial planned within the next year for pediatric brain tumors. The physician-sponsored trials utilize primarily external funds, such as grant funds, which are not presented in these financial statements. The Company does not have manufacturing facilities, and all manufacturing activities are contracted out to third parties. Additionally, the Company does not have a sales organization. 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. 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 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. 2. Basis of presentation, principles of consolidation and significant accounting policies 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. 73 Table of Contents 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 As Reported As Adjusted Effect of Under Old Policy Under New Policy Change 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 $ - Year Ended December 31, 2024 As Reported As Adjusted Effect of Under Old Policy Under New Policy Change 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 ) Net loss ( 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 Year Ended December 31, 2024 As Reported As Adjusted Effect of Under Old Policy Under New Policy Change Consolidated Statement of Cash Flows Net loss $ ( 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 847 — 847 Transaction costs allocated to warrant liabilities 993 — 993 Net cash used in operating activities $ ( 23,862 ) $ ( 23,862 ) $ — Basis of Presentation - The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP), and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the SEC). Principles of consolidation - The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. All material long-lived assets of the Company reside in the United States. In accordance with FASB ASC Topic 280, Segment Reporting, the Company views its operations and manages its business as one segment. As a result, the financial information disclosed herein represents all of the material financial information related to its principal operating segment. 74 Table of Contents Segment Information - Management has determined that the Company operates in one reportable segment, which is the development and commercialization of drug products. The Company's chief operating decision maker (CODM) is its Chief Executive Officer and Chairman, who reviews financial information presented on a consolidated basis. The CODM primarily uses consolidated net loss, which is also reported on the Consolidated Statements of Operations and Comprehensive Loss as net loss, to assess financial performance and allocate resources. These financial metrics are used by the CODM to make key operating decisions, such as the assessment of segment performance and allocation of resources. The significant expense categories within net loss from operations that the CODM regularly reviews are research and development expenses, general and administrative expenses, and depreciation and amortization. The significant expense categories and subcategories are reported on the Consolidated Statements of Operations and Comprehensive Loss. Other expenses included in the Company’s net loss include change in fair value of warrant liabilities, other income (expense), interest income, net, and any additional non-operating expenses that are reported on the Consolidated Statements of Operations and Comprehensive Loss. Use of Estimates - The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. This process may result in actual results differing materially from those estimated amounts used in the preparation of financial statements. Estimates are used in the following areas, among others: fair value estimates on intangible assets, warrants, and stock-based compensation expense, as well as accrued expenses and taxes. Going Concern and Liquidity - These consolidated financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. 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, 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. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company intends to seek additional funding through one or more of the following: a combination of equity offerings, debt financings, government or other third -party funding, commercialization, marketing and distribution arrangements, other collaborations, strategic alliances and licensing arrangements and delay planned cash outlays or a combination thereof. There can be no assurance that such events or a combination thereof can be achieved. Cash and Cash Equivalents - Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. The Company maintains cash accounts principally at one financial institution in the US, which at times, may exceed the Federal Deposit Insurance Corporation's limit of $250,000. The Company considers all highly liquid accounts with original maturities of three months or less to be cash equivalents. The Company has not experienced any losses from cash balances in excess of the insurance limit. 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. Prepaid Expenses and Other Current Assets - Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2025 2024 Prepaid insurance $ 512 $ 554 Vendor prepayments and deposits 278 331 Prepaid sponsored research 11 11 Non-trade receivables 7 20 Total prepaid expenses and other current assets $ 808 $ 916 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: Years Leasehold improvements Shorter of estimated useful lives or the term of the lease Computer equipment 2 Software 3 Machinery and equipment 2 to 5 Furniture and office equipment 2 to 7 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. Acquired intangible assets identified as in-process research and development (IPR&D) assets, are considered indefinite lived until the completion or abandonment of the associated research and development efforts. If the associated research and development effort is abandoned, the related IPR&D assets will be written-off and the Company will record a noncash impairment loss on its statements of operations. For those compounds that reach commercialization, the IPR&D assets will be amortized over their estimated useful lives. Intangible assets are tested for impairment on an annual basis, and between annual tests if indicators of potential impairment exist, using a fair-value-based approach. The Company evaluates the recoverability of intangible assets periodically and takes into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. No impairments of intangible assets have been identified during any of the periods presented. 75 Table of Contents 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. Operating lease assets represent the Company's right to use an underlying asset for the lease term and operating lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date of the lease based upon the present value of lease payments over the lease term. The lease payments used to determine the Company's operating lease assets may include lease incentives, stated rent increases and escalation clauses linked to rates of inflation when determinable and are recognized in the Company's operating lease assets in the Company's consolidated balance sheet. The Company has elected the practical expedient and does not separate lease components from nonlease components for its leases. The Company's operating leases are reflected in operating lease right-of-use asset (ROU), accrued expenses and other current liabilities, and operating lease liability - long-term in the Company's consolidated balance sheets. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Short-term leases, defined as leases that have a lease term of 12 months or less at the commencement date, are excluded from this treatment and are recognized on a straight-line basis over the term of the lease. Refer to Note 8 - Commitments and Contingencies - Lease Obligations Payable for additional information related to the Company’s operating leases. Sublicense Arrangement - The Company has a sublicense arrangement which consists of an investment in ALI in which it does not have the ability to exercise significant influence over its operating and financial activities. Management evaluates this investment for possible impairment quarterly. 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 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. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1 ) and lowest priority to unobservable inputs (Level 3 ). Assets and liabilities recorded in the balance sheets at fair value are categorized based on a hierarchy of inputs as follows: Level 1 – Unadjusted quoted prices in active markets of identical assets or liabilities. Level 2 – Quoted prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 – Unobservable inputs for the asset or liability. 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): Description Liabilities Measured at Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Fair value of warrant liability: December 31, 2025 $ 44 $ — $ — $ 44 December 31, 2024 $ — $ — $ — $ — The following table provides a summary of changes in fair value associated with the Level 3 liabilities for the years ended December 31, 2025 and 2024 (in thousands): Warrant Liability Long-Term December 31, 2023 $ — Issuances of warrants — Change in fair value - net — December 31, 2024 $ — Issuances of warrants 46,737 Change in fair value - net ( 24,441 ) Loss on extinguishment of warrant liabilities 614 Equity warrants issued in relation to liability-classified warrant inducement ( 6,213 ) Reclassification of warrant liabilities to equity pursuant to warrant amendment ( 16,653 ) December 31, 2025 $ 44 76 Table of Contents 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. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of reported assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740 - 10 which prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, on its tax return. The Company evaluates and records any uncertain tax positions based on the amount that management deems is more likely than not to be sustained upon examination and ultimate settlement with the tax authorities in the tax jurisdictions in which it operates. Translation of Foreign Currencies - The functional currency for the Company's foreign subsidiaries is the local currency. For the Company's non-US subsidiaries that transact in a functional currency other than the US dollar, assets and liabilities are translated at current rates of exchange at the balance sheet date. Income and expense items are translated at the average foreign currency rates for the period. Adjustments resulting from the translation of the financial statements of the Company's foreign operations into US dollars are excluded from the determination of net income and are recorded in accumulated other comprehensive income, a separate component of equity. Stock-based Compensation - Stock-based compensation expense includes the estimated fair value of equity awards vested or expected to vest during the reporting period. The Company accounts for its stock-based compensation awards in accordance with FASB ASC Topic 718, Compensation—Stock Compensation (ASC 718 ). 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 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 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. Shares of the Company's common stock underlying pre-funded warrants are included in the calculation of basic and diluted earnings per share. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. 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, 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. These costs consist primarily of salaries and benefits of research and development personnel, costs related to research activities, preclinical studies, clinical trials, drug manufacturing and allocated overhead and facility-related expenses. Subsequent Events - The Company’s management reviewed all material events through the date these consolidated financial statements were issued for subsequent event disclosure consideration as described in Note 9 and elsewhere in other notes to the financial statements. 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. 77 Table of Contents 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 ): Disaggregation of Income Statement Expenses, which requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. The amendments to the standards are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. 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 FASB issued Accounting Standards Update, or ASU 2023 - 09, Income Taxes (Topic 740 ): Improvements to Income Tax Disclosures. ASU 2023 - 09 improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. 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. 3. Intangible Assets In conjunction with its acquisition of Moleculin, LLC in 2016, the Company recognized an intangible asset for acquired in-process research and development (IPR&D) related to the acquired WP1066 portfolio. As the Company's WP1066 portfolio is currently in development, the Company’s IPR&D intangible asset will not be amortized until development is complete. If the associated research and development effort is abandoned, the Company’s IPR&D intangible asset will be written-off and the Company will record a noncash impairment loss on its statements of operations. For those compounds that reach commercialization, the IPR&D assets will be amortized over their estimated useful lives. IPR&D wa s $ 11.1 million as of December 31, 2025 and 2024 , respectively. 4. Accrued expenses and other current liabilities Accrued expenses and other current liabilities at December 31, 2025 and 2024 consist of the following components (in thousands): December 31, 2025 2024 Accrued payroll and bonuses $ 1,821 $ 1,817 Accrued research and development 1,117 988 Accrued legal, regulatory, professional and other 271 404 Operating lease liability - current 137 120 Total accrued expenses and other current liabilities $ 3,346 $ 3,329 5. 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. 78 Table of Contents 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 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. 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. 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 The Company's certificate of incorporation authorizes the Company to issue these shares in one or more series, to determine the designations and the powers, preferences and relative, participating, optional or other special rights and the qualifications, limitations and restrictions thereof, including the dividend rights, conversion or exchange rights, voting rights (including the number of votes per share), redemption rights and terms, liquidation preferences, sinking fund provisions and the number of shares constituting the series. 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. 79 Table of Contents 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 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: Number of Shares Under Outstanding Warrants at December 31, 2025 Number of Shares Under Outstanding Warrants at December 31, 2024 Weighted Average Exercise Price at December 31, 2025 Remaining Contractual Life at December 31, 2025 (Years) Liability Classified Warrants (1) Issued June 2025 14,240 - $ 3.90 4.6 Balance outstanding 14,240 — $ 3.90 4.6 Equity Classified Warrants Issued February 2020 - 2,707 $ - - Issued December 2020 - 22 - - Issued April 2021 191 191 1,361.25 0.3 Issued August 2021 667 667 1,155.00 5.6 Issued June 2022 134 134 558.75 6.5 Issued September 2022 667 667 465.00 6.7 Issued June 2023 401 401 225.00 7.5 Issued August 2023 267 267 232.50 7.6 Issued December 2023 1,743 37,573 240.00 3.0 Issued March 2024 134 134 228.75 8.2 Issued August 2024 4,936 268,202 69.68 3.6 Issued October 2024 1,440 1,440 59.00 8.8 Issued January 2025 4,000 - 41.00 9.0 Issued February 2025 18,206 32.03 4.1 Issued June 2025 2,628,180 - 3.90 4.6 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 7,602,266 312,405 $ 6.43 ( 1 ) If the Company subdivides (by any stock split, stock dividend, recapitalization or otherwise) its outstanding shares of its common stock into a smaller number of shares, the warrant exercise price is proportionately reduced and the number of shares under outstanding warrants is proportionately increased. Additionally, if the Company combines (by combination, reverse stock split or otherwise) its outstanding shares of common stock into a smaller number of shares, the warrant exercise price is proportionately increased and the number of shares under outstanding warrants is proportionately decreased. Liability Classified Warrants 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. 80 Table of Contents 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 % Volatility 114.3 % Expected life (years) 4.6 Dividend yield —% 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 Life (Years) Balance at January 1, 2025 — $ — - Granted 4,768,525 $ 3.76 4.70 Adjustment from anti-dilution provisions 1,528,326 $ 3.90 4.60 Exercised ( 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. Basis of presentation, principles of consolidation and significant accounting policies – Fair Value of Financial Instruments. Equity Classified Warrants 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 Granted 3,485,852 $ 7.79 4.93 Exercised ( 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. 6. Stock Based Compensation Stock Plan, Stock-based Compensation and Outstanding Awards 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. 81 Table of Contents 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): Year Ended December 31, 2025 2024 General and administrative $ 1,181 $ 1,310 Research and development 483 416 Total stock-based compensation $ 1,664 $ 1,726 Each of the Company’s stock-based compensation arrangements are discussed below. Stock Options Stock option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant. 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 (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. The fair value of each stock option is estimated on the date of grant using the BSM model that uses the assumptions noted below. The expected term of the stock option awards was computed using the plain vanilla method as prescribed by the Securities and Exchange Commission Staff Accounting Bulletin 107 because the Company does not have sufficient data regarding employee exercise behavior to estimate the expected term. Beginning in 2020, the Company used the volatility of its own stock in the BSM as it now has sufficient historic data in its stock price. The risk-free rate for periods within the contractual life of the option is based on the US Treasury yield curve in effect at the time of grant. The fair value of the option grants has been estimated, with the following weighted-average assumptions: Year Ended December 31, 2025 2024 Risk-free interest rate 3.8 % 4.0 % to 4.5 % Volatility 111.8 % to 116.8 % 89.1 % to 98.9 % Expected life (years) 6.25 5.1 to 6.3 Expected dividend yield — % — % Stock option activity for the year ended December 31, 2025 is as follows: Number of Shares Weighted Average Grant Date Fair Value Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding, December 31, 2024 31,381 $ 375.75 $ 490.00 7.5 $ — Granted 161,860 $ 9.54 $ 11.72 Forfeited ( 1,204 ) $ 59.13 $ 73.19 Expired ( 183 ) $ 1,207.64 $ 1,541.48 Outstanding, December 31, 2025 191,854 $ 68.57 $ 88.89 9.5 $ — Exercisable, December 31, 2025 14,059 $ 741.35 $ 974.40 7.0 $ — 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. The aggregate fair value of options vested was $ 1.1 million and $ 1.2 million in the years ended December 31, 2025 and 2024 , respectively. The Company recorded stock compensation expense for the non-employee consulting agreements of $ 88,000 and $ 120,000 for the years ended December 31, 2025 and 2024 , respectively. At December 31, 2025 , there was $ 8,000 of unrecognized stock compensation expense related to the Company's equity-classified warrants. 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. Restricted stock units vest annually in four equal installments. 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. 82 Table of Contents RSU 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 13,361 $ 117.62 2.5 Granted — $ — - Vested ( 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 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. 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 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: (a) a licensing transaction with a valuation, at the time, in excess of $ 150 million, which valuation shall be determined by the Board; (b) the filing of a new drug application; or (c) upon a Change in Control (as defined in the Plan), in each case subject to the respective executive officer's continued service with the Company as of each such vesting date. Recognition of stock-based compensation expense associated with these performance-based stock options commences when the performance condition is considered probable of achievement, using management’s best estimates, which consider the inherent risk and uncertainty regarding the future outcomes of the milestones. As of the date of issuance and through December 31, 2025 , none of the performance goals were deemed probable, and as a result, no expense was recognized for these performance-based vesting awards. 7. Income Taxes The provision for income taxes consists of the following components (in thousands): Year Ended December 31, 2025 2024 Current expense (benefit): Federal $ — $ — State — — Foreign — — Current income tax benefit — — Deferred expense (benefit): Federal — — State — — Foreign — — Deferred income tax expense — — Total $ — $ — 83 Table of Contents The following summarizes activity related to the Company’s valuation allowance (in thousands): Year Ended December 31, 2025 2024 Valuation allowance at beginning of period $ 38,637 $ 32,308 Change charged to expense (income) 5,032 6,329 Release of valuation allowance — — Valuation allowance at end of period $ 43,669 $ 38,637 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, 2025 2024 United States $ ( 33,496 ) $ ( 25,865 ) Foreign ( 64 ) ( 183 ) Loss before taxes $ ( 33,560 ) $ ( 26,048 ) The following summarizes the Company’s cash taxes paid by jurisdiction (in thousands): Year Ended December 31, 2025 2024 Federal $ — $ — State — — Foreign — — 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, 2025 2024 Amount Percent Amount Percent Federal tax (benefit) at statutory rate $ ( 7,034 ) 21.0 % $ ( 5,431 ) 21.0 % State and local income Taxes — - ( 34 ) - 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 1,498 ( 4.0 ) ( 387 ) 1.5 Other permanent differences 74 - 60 ( 0.2 ) Other items 174 ( 1.0 ) 120 ( 0.5 ) Total tax (expense) benefit $ — - % $ — ( 0.0 )% The principal components of the Company’s deferred tax assets and liabilities consist of the following (in thousands): Year Ended December 31, 2025 2024 Deferred tax assets: Start-up costs $ 13,851 $ 11,792 Federal net operating loss carryforwards 15,972 12,965 174 R&D Carryforward 9,130 8,935 State tax loss carryforwards 270 560 Foreign net operating loss carryforwards 290 332 Fixed Assets 20 14 Tax credit carryforward 1,919 1,919 ROU Liability 78 104 Deferred compensation 2,207 2,108 Total deferred tax assets $ 43,737 $ 38,729 Less valuation allowance ( 43,669 ) ( 38,637 ) Net deferred tax assets $ 68 $ 92 Deferred tax liabilities: ROU Asset $ ( 68 ) $ ( 92 ) Total deferred tax liabilities $ ( 68 ) $ ( 92 ) Net deferred taxes $ — $ — 84 Table of Contents The Company has incurred net operating losses since inception. As of December 31, 2025 , the Company had total US federal operating loss carry forwards of approximately $ 76.1 million. O f thi s, $ 6.1 million will expire commencing i n 2035, with the rest having no set expiration date. The value of these carryforwards depends on the Company’s ability to generate taxable income. 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 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. Management intends to undertake a Section 382 analysis prior to the utilization of any net operating loss carryforwards in the future. Based on current and ongoing losses, there is a full valuation allowance against the deferred tax asset for these carryforwards. The Company conducts business in various locations and, as a result, files income tax returns in the United States federal jurisdiction, in multiple state jurisdictions, and internationally as required. As of December 31, 2025 , the Company had state operating losses of approximate ly $ 6.2 million which expire commencing in 2036. Since the Company is in a loss carryforward position, the Company is generally subject to examination by the US federal, state and local income tax authorities for all tax years in which a loss carryforward is available. Management has evaluated the positive and negative evidence for the realizability of its deferred tax assets. The Company has cumulative losses and there is no assurance of future taxable income, therefore, valuation allowances have been recorded to fully offset the deferred tax asset at December 31, 2025 . A valuation allowance o f $ 43.7 million an d $ 38.6 million has been established at December 31, 2025 and 2024 , respectively. 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 conducts research and development (“R&D”) activities that qualify for tax credits in both the United States and Australia. For U.S. 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 . The Company's policy is to record interest and penalties related to income taxes as part of its income tax provision. A reconciliation of the beginning and ending unrecognized tax benefits excluding interest and penalties is as follows (in thousands): Year Ended December 31, 2025 2024 Balance, beginning of year $ 339 $ 339 Additions for tax positions related to the current year — — Additions for tax positions related to prior years — — Reductions due to lapse of statutes of limitations — — Decreases related to settlements with tax authorities — — Balance, end of year $ 339 $ 339 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. 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. 8. Commitments and Contingencies In addition to the commitments and contingencies described elsewhere in these notes, see below for a discussion of the Company's commitments and contingencies for the years ended December 31, 2025 , and December 31, 2024 , respectively. Lease Obligations Payable In September 2023, the Company executed an amendment to extend the corporate office lease until August 31, 2029, with an option to renew. The Company is required to remit base monthly rent of approximately $ 4,700 which will increase at an average approximate rate of 2 % each year. The Company is also required to pay additional rent in the form of its pro-rata share of certain specified operating expenses of the building. The leased space is located in Houston, Texas. The corporate office lease is classified as an operating lease. 85 Table of Contents In June 2022, the Company entered into a Second Amendment to its Lease Agreement (Lab Lease) which it uses for lab space. The term of the Lease will continue through September 30, 2027, with no further right or option to renew. The Company is required to remit base monthly rent which will increase at an average approximate rate of 3 % each year. The Lab Lease is classified as an operating lease. In August 2019, the Company entered into a sublease (which was extended in 2022 in connection with the lease extension) with a related party, Houston Pharmaceuticals, Inc. (HPI). The Company has granted HPI access to all of its Lab Lease space and HPI has agreed to pay the Company 50 % of the Company's rent payable under the Lab Lease less 50 % of any benefits from any sublease or other lab service agreement the Company may receive from its Lab Lease. Although HPI has access to the Company's Lab Lease space, it is the intent of the parties that they equally share the Lab Lease space for research purposes. The Company recorded approximately $ 49,000 in sublease income from the related party for the years ended December 31, 2025 and December 31, 2024 . Sublease income is recorded as other income on the Company's consolidated statement of operations and comprehensive loss. The following summarizes quantitative information about the Company's operating leases for the years ended December 31, 2025 , and December 31, 2024 , respectively (in thousands): Year Ended December 31, 2025 2024 Lease cost: Operating lease cost $ 150 $ 150 Variable lease cost 29 24 Total $ 179 $ 174 Other supplemental cash flow information for operating leases is as follows (in thousands): Year Ended December 31, 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 160 $ 146 As of December 31, 2025 , future minimum leases under ASC 842 under the Company's operating leases were as follows (in thousands): Maturity of lease liabilities As of December 31, 2025 2026 $ 164 2027 141 2028 61 2029 41 Total lease payments 407 Less: imputed interest ( 48 ) Present value of operating lease liabilities $ 359 As of December 31, 2025 , the weighted average remaining lease term for operating leases i s 2.8 years, and the weighted average discount rate is 9.6 % . 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. Licenses MD Anderson 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 were $ 147,000 and $ 229,000 , respectively, for the years ended December 31, 2025 and 2024. Annamycin 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. On December 2, 2021, the Company entered into a Patent and Technology License Agreement with MD Anderson licensing certain technology related to lung targeted therapies with Annamycin. The terms and payments of these agreements are included in the summary above under Commitments and Contingencies – Licenses – MD Anderson. The terms of these agreements extend until the later of 20 years from the effective date of the agreements, or the expiration of the last-to-expire licensed patent. In addition, commencing on the four -year anniversary of each agreement, MD Anderson has the right to remove any jurisdiction from such agreement, upon 90 days’ notice, if the Company has not commercialized or is not using commercially reasonable efforts actively and effectively to attempt to commercialize a licensed invention in such jurisdiction. 86 Table of Contents 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. Therefore, MBI has obtained a royalty-bearing, worldwide, exclusive license to intellectual property, including patent rights, related to its WP1122 Portfolio and to its drug product candidate, WP1122. On October 21, 2022, the Company entered into a new patent and technology license agreement ( 2022 Agreement) with MD Anderson for an additional molecule under the WP1122 Portfolio. On December 3, 2021, the Company entered into a new patent and technology license agreement ( 2021 Agreement) with MD Anderson licensing certain technology related to WP1122 anti-viral treatments. The 2012 Agreement was amended in May 2020 to allow for the extension of certain milestones. The initial milestone required the Company to file an IND with the FDA for a Phase I study by February 20, 2021. The Company extended the deadline for this milestone by six months by making the required extension payment, and the Company has the right to receive two additional six -month extensions in the future by making additional extension payments. On August 3, 2021, the Company filed a CTA for the application of WP1122 in the United Kingdom to commence a Phase 1a clinical trial of WP1122. MD Anderson agreed that this CTA filing would further extend the deadline to file an IND with the FDA for a Phase I study until February 2022. In December 2021, the Company submitted an IND for the treatment of GBM with WP1122 to the FDA, thus meeting the IND filing milestone. The term of the 2012 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. In addition, MD Anderson may terminate the 2012 agreement if the Company fails to commence a Phase 2 study for licensed product prior to November 20, 2024, which has not occurred. The term of the 2021 agreement extends until the later of 20 years from the effective date of the agreement, or the expiration of the last-to-expire licensed patent. In an effort to reduce costs, the Company is in the process of replacing its licenses on WP1122 with an option on WP1122 with MD Anderson. Such discussions are being held in conjunction with extending our sponsored research with MD Anderson. There can be no assurance that this process will result to the Company’s satisfaction. Sponsored Research Agreements with MD Anderson 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 Bank Guarantee and Letter of Credit 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. Employment Agreements The Company has agreements with certain executive and other employees to provide benefits in the event of termination. The base salary and certain other benefits would aggregate approximately $ 5.6 million using the rate of compensation in effect at December 31, 2025 . 9. Subsequent Events 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. 87