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During the period covered by this Quarterly Report, none of the Company’s directors or executive officers has adopted or terminated a Rule 10b5 - 1 trading arrangement or a non-Rule 10b5 - 1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended).
−Removed: On November 12, 2025, we issued a consultant warrants to purchase 400,000 shares of common stock with an exercise price of $0.49 per share to an entity providing consulting services, which warrants will vest in four equal annual installments over four years, subject to the entity's continued provision of consulting services to the Company.
+Added: On May 6, 2026, we agreed to issue warrants to purchase 100,000 shares of common stock with an exercise price of $2.48 per share to an entity providing consulting services, which warrants will vest in 12 equal monthly installments over one year, subject to the entity's continued provision of consulting services to the Company.
The warrant was issued pursuant to the exemption from the registration requirements of the Securities Act of 1933 available under Section 4 (a)( 2 ) thereunder.
−Removed: On November 12, 2025, the Compensation Committee of our board of directors approved, and we issued each of the independent members of our board of directors, ten -year options to purchase 150,000 shares of our common stock with an exercise price of $0.49 per share, which vest one year from the date of grant, provided the directors are serving on our board of directors on such vesting date.
−Removed: On November 12, 2025, the Compensation Committee of our board of directors approved, and we issued, in connection with our 2024/2025 compensation year, Walter Klemp, our Chief Executive Officer;
−Removed: Foster, our Chief Financial Officer;
−Removed: and Donald Picker, our Chief Science Officer:
−Removed: (i) ten -year options to purchase 830,000 shares;
−Removed: 600,000 shares;
−Removed: and 200,000 shares, respectively, of our common stock with an exercise price of $0.49 per share, which vest in four equal annual installments subject to the respective executive officer’s continued service with us as of each such vesting date;
−Removed: and (ii) performance stock units to acquire 750,000 shares;
−Removed: 400,000 shares;
−Removed: and 200,000 shares, respectively, of our common stock, which vest upon the attainment of certain milestones related to our lead clinical trial.
−Removed: In July 2025, we entered into an at-the-market equity agreement (the 2025 ATM Agreement) with Roth Capital Partners, LLC (Roth).
−Removed: Pursuant to the terms of the 2025 ATM Agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $6.5 million from time to time through or to Roth acting as our sales agent or principal.
−Removed: On November 13, 2025, we sold 500,000 shares of common stock pursuant to the 2025 ATM agreement at an average price of $0.444 per share.
−Removed: Pursuant to the terms of our Series F warrants, due to the issuance of shares pursuant to the 2025 ATM Agreement at a price below the exercise price of such warrants, the exercise price of the Series F warrants was reduced to $0.43 per share.
−Removed: At The Market Offering Agreement, dated July 11, 2025, by and between Moleculin Biotech, Inc.
−Removed: and Roth Capital Partners, LLC (incorporated by reference to Exhibit 1.1 of the Form 8-K filed July 11, 2025)
Amended and Restated Certificate of Incorporation of Moleculin Biotech, Inc.
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Certificate of Amendment to Amended and Restated Certificate of Incorporation of Moleculin Biotech, Inc., dated August 21, 2025 (incorporated by reference to Exhibit 3.1 of the Form 8-K filed August 27, 2025)
−Removed: Form of Series F Warrant in August 2025 inducement offering (incorporated by reference to Exhibit 4.1 of the Form 8-K filed August 29, 2025)
−Removed: Form of Inducement Letter dated August 27, 2025 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed August 29, 2025)
−Removed: Moleculin Biotech, Inc.
−Removed: 2024 Stock Plan (incorporated by reference to Exhibit 99.1 of the Form S-8 filed September 10, 2025)
−Removed: Preferability letter of Grant Thornton LLP, dated November 13,2025 regarding change in accounting policy related to warrants.
+Added: 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.
+Added: (incorporated by reference to Exhibit 3.1 of the Form 8-K filed November 28, 2025)
+Added: Amended and Restated Bylaws of Moleculin Biotech., Inc.
+Added: (incorporated by reference to exhibit 3.1 of the Form 8-K filed December 17, 2021)
+Added: Form of Series H Warrant (incorporated by reference to Exhibit 4.1 of the Form 8-K filed February 20, 2026)
+Added: Form of Inducement Letter dated February 19, 2026 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed February 20, 2026)
Certification of Principal Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002
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MOLECULIN BIOTECH, INC.
−Removed: November 13, 2025
/s/ Walter V.
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(Principal Executive Officer)
−Removed: November 13, 2025
/s/ Jonathan P.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.