Moleculin Biotech, Inc 10-K/A, filed Apr 14, 2026
Moleculin Biotech, Inc. (MBRX)
About this 10-K/A
Moleculin Biotech, Inc filed this 10-K/A on April 14, 2026, covering the fiscal year ended December 31, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
or
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
|
|
|
|||
|
(State or Other Jurisdiction of |
(I.R.S. Employer |
|||
|
Incorporation or Organization) |
Identification Number) |
(
(Address of Principal Executive Offices, Zip Code and Registrant's Telephone Number)
Securities registered pursuant to Section 12(b) of the Act:
|
Title of Each Class |
Trading Symbol (s) |
Name of Each exchange on which registered |
||
|
|
|
|
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods as the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer ☐ |
|||
|
|
Smaller reporting company |
||
|
Accelerated filer ☐ |
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
The aggregate market value of the registrant’s voting equity held by non-affiliates of the registrant, computed by reference to the price at which the common stock was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter, was $
DOCUMENTS INCORPORATED BY REFERENCE
None
| Auditor Name: | Auditor Location: | Auditor Firm ID: |
EXPLANATORY NOTE
This Amendment No. 1 amends and restates in their entirety Items 10 through 14 of the Original 10-K. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, this Amendment No. 1 also contains new certifications by the principal executive officer and the principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15 of Part IV is amended to include the currently dated certifications of our principal executive officer and principal financial officer as exhibits. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. In addition, because no financial statements are included in this Amendment No. 1, new certifications of our principal executive officer and principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are not required to be included with Amendment No. 1.
Except as described above, no other changes have been made to the Original 10-K. The Original 10-K continues to speak as of the date of the Original 10-K, and we have not updated the disclosures contained therein to reflect any events that have occurred as of a date subsequent to the date of the Original 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original 10-K. Defined terms used, but not defined, herein have the meanings ascribed to them in the Original 10-K.
Unless stated otherwise, references in this Amendment No. 1 to “MBI,” “Moleculin,” or “the Company”, “we”, “our” and “us” are used herein to refer to Moleculin Biotech, Inc.
Table of Contents
|
Item 10. Directors, Executive Officers and Corporate Governance |
|
|
Item 13. Certain Relationships and Related Transactions and Director Independence |
|
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors and Executive Officers
The following table sets forth the names and ages of all of our directors and executive officers as of December 31, 2025. Our officers are appointed by, and serve at the pleasure of, the Board of Directors.
|
Name |
Age |
Position |
||
|
Walter V. Klemp |
66 |
Chairman of the Board, President and Chief Executive Officer |
||
|
Jonathan P. Foster |
62 |
Executive Vice President and Chief Financial Officer |
||
|
Donald Picker |
80 |
Chief Scientific Officer |
||
|
Robert E. George |
75 |
Director |
||
|
Michael D. Cannon |
80 |
Director |
||
|
John Climaco |
57 |
Director |
||
|
Elizabeth A. Cermak |
68 |
Director |
||
|
Joy Yan |
46 |
Director |
Set forth below is biographical information about each of the individuals named in the tables above:
Walter V. Klemp - Chairman of the Board, President and Chief Executive Officer
Mr. Klemp is a co-founder of our company and has served as our chairman of the board and Chief Executive Officer since July 2015 and as president since August 2017. Mr. Klemp has also served as Executive Chairman of the Board of Autonomix Medical, Inc. (Nasdaq: AMIX) since January 2022. From July 2018 until December 2021, Mr. Klemp served as executive chairman on the board of directors of Soliton, Inc., a medical device company focused on developing new technology for use in aesthetics. In December 2021 Soliton, Inc. was acquired by AbbVie, Inc. From November 2011 to July 2018, Mr. Klemp served as Chief Executive Officer of Soliton. Mr. Klemp served as president and Chief Executive Officer of Zeno Corporation from 2004 to April 2011, where he developed and marketed dermatology devices and drugs from concept through FDA approval and market launch. From 1987 to 2000, Mr. Klemp served as Chief Executive Officer and chairman of Drypers Corporation, a publicly traded multinational consumer products company that was listed as #1 on the INC 500 List of America’s Fastest Growing Companies. We believe that Mr. Klemp’s history with our company and background, coupled with his extensive experience in the medical field, provide him with the qualifications to serve as a Chairman of the Board and CEO.
Jonathan P. Foster - Executive Vice President and Chief Financial Officer
Mr. Foster has served as our Chief Financial Officer and Executive Vice President since August 2016. Mr. Foster brings more than 40 years in financial experience holding a variety of executive and senior financial positions with public, private, start-up to large corporate and international companies. This includes over 20 years as Chief Financial Officer of public companies. And over 7 years as a board member of public companies.
From February 2012 to August 2016, Mr. Foster served as Chief Financial Officer and Executive Vice President of InfuSystem Holdings, Inc., a national provider of infusion pumps and related services to the healthcare industry. From May 2011 to January 2012, Mr. Foster served as a consultant to the Chief Financial Officer of LSG Sky Chefs, USA, Inc., a subsidiary of Deutsche Lufthansa AG. In the 1990’s he served as Executive Vice President and Chief Financial Officer of Drypers Corporation, a Nasdaq listed consumer products company. Prior to that Mr. Foster served in various C-suite capacities with public and private companies with his start beginning as Manager at Deloitte & Touche, LLP. Mr. Foster served on the Board of Financial Institutions for the State of South Carolina from 2006 to 2012. He served on the Board of Directors of Soliton, Inc., a medical device company focused on developing new technology for use in aesthetics, from June 2018 until December 2021. At Soliton he was the chair of the Audit and Compensation Committees and the past chair of the Nominating & Governance Committee. In December 2021 Soliton, Inc. was acquired by AbbVie, Inc. Since June 2021, Mr. Foster has served on the Board of Directors of Volcon, Inc., now Empery Digital, Inc. (EMPD), a company listed on Nasdaq, where he is the past chair and current member of the Audit Committee, a member of the Nominating & Governance Committee and is the Chair of the Compensation Committee. Mr. Foster has also served on the Board of Directors of Autonomix Medical, Inc. (AMIX), a medical device company listed on Nasdaq, since January 2022. There he serves as the chair of the Audit and Compensation committees. Mr. Foster is a Certified Public Accountant (South Carolina) and holds the designation of Chartered Global Management Accountant from the American Institute of Certified Public Accountants. He received his BS in Accounting from Clemson University in 1985.
Donald Picker, PhD - Chief Scientific Officer
Dr. Picker has served as our Chief Scientific Officer since August 2017 after serving as our Chief Operating Officer from July 2015 until August 2017 and as our president from January 2016 to August 2017. From 2006 through 2007, Dr. Picker was the President of Tapestry Pharmaceuticals. From 1998 to 2003, Dr. Picker was CEO of Synergy Pharmaceuticals. Synergy was merged into Callisto Pharmaceuticals where he was vice president of research and development until 2006. Dr. Picker led the development of carboplatin and cisplatin from concept to FDA approval. From 2018 to 2019, Dr. Picker served on the board of directors of CNS Pharmaceuticals, Inc., and Dr. Picker served as the Chief Science Officer of CNS Pharmaceuticals, Inc. on a part-time basis from 2018 until March 2026. Dr. Picker received his BS degree from Brooklyn Polytechnic University and his PhD from SUNY Albany in 1975. Dr. Picker is currently devoting only part of his work time to us and provides services as needed to us.
Robert E. George - Director
Mr. George joined our Board of Directors upon our IPO. He was a partner with the international accounting firm of PricewaterhouseCoopers (PWC) for 27 years until 2010, where his client service sectors included healthcare, among others. Mr. George currently serves as Chairman of the Audit Committee for The University of Texas Health Science Center at Houston and, from 2011-2024, was a member of The University of Texas at Austin McCombs Graduate School of Business accounting faculty. Mr. George has a B.B.A. - Accounting (cum laude) from the University of North Texas. We believe Mr. George’s deep and broad level of expertise in financial accounting and reporting matters, particularly in the healthcare sector, as a former audit partner at PricewaterhouseCoopers provide him with the qualifications to serve as a director.
Michael D. Cannon - Director
Mr. Cannon joined our Board of Directors upon our IPO. Between 1997 and 2004, Mr. Cannon was the Chief Science Officer, EVP and a Director of SICOR, Inc., a U.S. public pharmaceutical company, until its acquisition by Teva Pharmaceutical Industries, Inc. SICOR focused on generic finished dosage injectable pharmaceuticals, active pharmaceutical ingredients and biogenerics. While at SICOR, he oversaw the acquisition and development of the biological business, including initiation and management of international partnerships, as well as on the design, construction, and licensure of protein manufacturing facilities. From July 2005 to December 2009, Mr. Cannon was a member of the scientific advisory board of Trevi Health Ventures LP, a New York investment fund specializing in health care investments. From May 2005 until December 2011, Mr. Cannon was a partner in a private partnership formed to evaluate and perform preliminary development of intellectual property in the healthcare sector. Since 2005, Mr. Cannon has served as a board member for several private companies. Mr. Cannon currently serves on the boards of directors of two privately held biotech companies. He previously served on the board of directors of Athenex, Inc., a public company traded on the Nasdaq. Mr. Cannon has a degree in chemistry from Fordham College. We believe Mr. Cannon’s distinguished career in the biotechnology field, particularly as Chief Science Officer, EVP and a Director of SICOR, a publicly traded company, provide him with the qualifications to serve as a director.
John M. Climaco, Esq. - Director
Mr. Climaco joined our Board of Directors in July 2017. Mr. Climaco served as the Chief Executive Officer of CNS Pharmaceuticals, Inc. from September 2017 to December 2025. Mr. Climaco has served in leadership roles in a variety of healthcare companies. From 2014 until 2017, Mr. Climaco served as the Executive Vice ‐President of Perma‐Fix Medical S.A. From 2002 until 2012, Mr. Climaco served as President and CEO of Axial Biotech, Inc., a DNA diagnostics company. Mr. Climaco previously served as a director of Digirad, Inc., a leading national provider of imaging services; PDI, Inc., a provider of outsourced commercial services to pharma companies; InfuSystem Holdings, Inc., the largest supplier of infusion services to oncologists in the United States; and Birner Dental Management Services, Inc., a provider of practice management services to the dental industry. Mr. Climaco obtained his Juris Doctorate Degree from University of California Hastings College of Law, San Francisco, CA and a Bachelor of Philosophy from Middlebury College, Middlebury, VT. Mr. Climaco is active with the State Bar of Utah. We believe Mr. Climaco’s vast experience with development stage companies and his legal background provides him with the qualifications to serve as a director.
Elizabeth Cermak - Director
Ms. Cermak joined our Board of Directors in October 2020. Ms. Cermak has held numerous board positions in the healthcare space, including most recently at Clarus Therapeutics, Inc., where she served as an Independent Board Director. In addition, Ms. Cermak was also formerly an Independent Board Director at Neurana Pharmaceuticals, QUE Oncology and SteadyMed Therapeutics. From 2009 to 2013, Ms. Cermak was the Chief Commercial Officer and Executive Vice President at POZEN, now Aralez Pharmaceuticals. As Chief Commercial Officer at POZEN, Ms. Cermak developed the commercial strategy and launch Plans for the Company's first self-marketed product, and signed licensing deals with Johnson & Johnson, Desitin, and Sanofi. Prior to joining POZEN, Ms. Cermak worked at Johnson & Johnson for 25 years, serving most recently as World-Wide Vice President Personal Products Franchise and Vice President Professional Sales & Marketing, and leading the US Women's Health Pharmaceutical business. We believe Ms. Cermak’s extensive experience in the healthcare industry provides her with the qualifications to serve as a director.
Joy Yan - Director
Dr. Yan joined our Board of Directors in March 2022. Dr. Yan is a biopharma executive and oncology physician-scientist with extensive experience in early and late clinical development with a successful track record leading the development of multiple oncology products from strategic planning through global submissions and approvals. Dr. Yan currently serves as the Corporate Deputy General Manager of Hengrui Pharmaceutical, after her tenure as the Chief Medical Officer of Keymed Bioscience. She was also an Independent Board Director at Checkmate Pharmaceuticals. She served as a member of the Scientific Advisory Board at Ambrx, after her role as the Chief Medical Officer of Ambrx, where she led the pipeline strategy and quickly advanced the development programs. She also assisted on the cross-over financing and IPO. Previously at Bristol Myers Squibb, she led the successful development of multiple oncology products from strategic planning through global submissions and approvals, including BMS’ first FDA Pilot Programs (RTOR, Project ORBIS, AAid) for nivolumab and ipilimumab. She also has broad clinical development experience from her roles with Janssen and Bayer, where she led Phase 1, 2 and 3 studies exploring a variety of MOAs and evaluated NMEs (daratumumab, radium-223, anti-IL3R, Bi-specifics, ADCs, TKIs) across multiple tumor types. Dr. Yan completed her Ph.D. in Biochemistry & Molecular Biology at Johns Hopkins University. She received her M.D. from China Medical University and completed her residency and clinical fellowship at University of Washington. We believe Dr. Yan’s extensive experience with early and late clinical development provides her with the qualifications to serve as a director.
No director is related to any other director or executive officer of our company or our subsidiaries, and, there are no arrangements or understandings between a director and any other person pursuant to which such person was elected as director.
GOVERNANCE OF THE COMPANY
Board Committees
We established a Nominating and Corporate Governance Committee, an Audit Committee and a Compensation Committee. Our Board of Directors has adopted and approved a charter for each of these standing committees. The charters, which include the functions and responsibilities of each of the committees, can be found in the “Investors - Corporate Governance” section on our web site at www.moleculin.com.
Audit Committee. The members of the Audit Committee are Robert George (Chairperson), Michael Cannon, John Climaco, and Elizabeth Cermak. Each member of the Audit Committee is independent as defined by the Nasdaq Rules. In addition, each member of the Audit Committee satisfies the additional requirements of the SEC and Nasdaq Rules for audit committee membership, including the additional independence requirements and the financial literacy requirements. The Board has determined that at least one member of the Audit Committee, Mr. George, is an “audit committee financial expert” as defined in the SEC’s rules and regulations. The primary purpose of the Audit Committee is to oversee the quality and integrity of our accounting and financial reporting processes and the audit of our financial statements. The Audit Committee is responsible for selecting, compensating, overseeing and terminating the selection of our independent registered public accounting firm.
Nominating and Corporate Governance Committee. The members of the Nominating and Corporate Governance Committee are Robert George (Chairperson), Michael Cannon, John Climaco, and Elizabeth Cermak. Each member of the Nominating and Corporate Governance Committee is independent as defined by Nasdaq Rules. The primary functions and responsibilities of the Nominating and Corporate Governance Committee are to: (a) determine the qualifications, qualities, skills, and other expertise required to be a director; (b) identify and screen individuals qualified to become members of the Board; (c) make recommendations to the Board regarding the selection and approval of the nominees for director; and (d) review and assess the adequacy of our corporate governance policies and procedures.
Compensation Committee. The members of the Compensation Committee are Michael Cannon (Chairperson), Robert George, John Climaco, and Elizabeth Cermak. Each member of the Compensation Committee is independent as defined by Nasdaq Rules.
The Compensation Committee is responsible for reviewing and making recommendations to the Board of Directors with respect to the annual compensation and benefits for our Chief Executive Officer, Chief Financial Officer and other executive officers. The Compensation Committee also, among other things, reviews compensation of the Board, reviews and makes recommendations on all new executive compensation programs that are proposed for adoption and administers the Company’s equity incentive plans.
Our Chief Executive Officer and Chief Financial Officer review the performance of our other executive officers (other than themselves) and, based on that review, they then make recommendations to the Compensation Committee about the compensation of executive officers (other than themselves). Neither our Chief Executive Officer nor Chief Financial Officer participate in any deliberations or approvals by the Board or the Compensation Committee with respect to their own compensation. Since 2018, the Compensation Committee has retained Pay Governance, a compensation consulting firm, to evaluate our executive and board compensation programs. Pay Governance’s engagement included assisting the Compensation Committee with the selection of a peer group of companies for benchmarking purposes, and analyses covering executive compensation and board compensation. The consultant serves at the pleasure of the Compensation Committee rather than management, and the consultant’s fees are approved by the Compensation Committee.
Nomination of Director Candidates
We receive suggestions for potential director nominees from many sources, including members of the Board, advisors, and stockholders. Any such nominations, together with appropriate biographical information, should be submitted to the Chairperson of the Nominating and Corporate Governance Committee in the manner discussed below. Any candidates submitted by a stockholder or stockholder group are reviewed and considered in the same manner as all other candidates.
Qualifications for consideration as a Board nominee may vary according to the particular areas of expertise being sought as a complement to the existing board composition. However, minimum qualifications include high level leadership experience in business activities, breadth of knowledge about issues affecting the Company, experience on other boards of directors, preferably public company boards, and time available for meetings and consultation on Company matters. Our Nominating and Corporate Governance Committee does not have a formal policy with regard to the consideration of diversity in identifying director candidates, but seeks a diverse group of candidates who possess the background, skills and expertise to make a significant contribution to the Board, to the Company and our stockholders. Candidates whose evaluations are favorable are recommended by our Nominating and Corporate Governance Committee to the full Board for consideration. The full Board selects and recommends candidates for nomination as directors for stockholders to consider and vote upon at the annual meeting.
A stockholder wishing to nominate a candidate for election to our Board of Directors at any annual meeting at which the Board of Directors has determined that one or more directors will be elected must submit a written notice of his or her nomination of a candidate to the Chairperson of the Nominating and Corporate Governance Committee (c/o the Corporate Secretary), providing the candidates name, biographical data and other relevant information together with a consent from the nominee. Pursuant to our Bylaws, the submission must be received at our principal executive offices 120 days prior to the anniversary date of the mailing date of our previous year’s proxy statement so as to permit the Board of Directors time to evaluate the qualifications of the nominee.
In addition to satisfying the foregoing requirements under our Bylaws, stockholders who intend to solicit proxies in support of director nominees other than our nominees must comply with the additional requirements of Rule 14a-19(b) under the Exchange Act to comply with the universal proxy rules. The requirements under the universal proxy rules are in addition to the applicable procedural requirements under our Bylaws described above.
Stockholder Communications with Directors
Persons wishing to write to our Board of Directors, or to a specified director or committee of the Board, should send correspondence to the Corporate Secretary at 5300 Memorial Drive, Suite 950, Houston, Texas 77007. Electronic submissions of stockholder correspondence will not be accepted.
The Corporate Secretary will forward to the directors all communications that, in his or her judgment, are appropriate for consideration by the directors. Examples of communications that would not be appropriate for consideration by the directors include commercial solicitations and matters not relevant to the stockholders, to the functioning of the Board or to the affairs of Moleculin. Any correspondence received that is addressed generically to the Board of Directors will be forwarded to the Chairman of the Board.
Anti-Hedging Policy
Our policies prohibit directors, officers and other employees from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities without our prior approval.
Code of Ethics
We have adopted a written code of ethics that applies to our directors, principal executive officer, principal financial officer, principal accounting officer or controller and any persons performing similar functions. The code of ethics is on the “Investors - Corporate Governance - Governance Documents” section of our web site at www.moleculin.com. We intend to disclose any future amendments to, or waivers from, the code of ethics within four business days of the waiver or amendment through a website posting or by filing a Current Report on Form 8-K with the SEC.
Insider Trading Policy
Our Board has adopted an Insider Trading Policy that applies to all of our directors, executive officers, and employees. This policy also is affirmed by our domestic third-party vendors, and our international vendors either affirm this policy or a similar, local, more applicable policy, regulation, or law. The policy attempts to establish standards that will avoid even the appearance of improper conduct on the part of insiders by requiring, among other things, that insiders maintain the confidentiality of information about the Company and to not engage in transactions in the Company’s securities while aware of material nonpublic information.
Section 16(A) Reports
Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of the outstanding shares of common stock to file reports with the SEC disclosing their ownership of common stock at the time they become subject to Section 16(a) and changes in such ownership that occur during the year. Based solely on a review of copies of such reports furnished to us, or on written representations that no reports were required, we believe that all directors, executive officers and holders of more than 10% of the common stock complied in a timely manner with the filing requirements applicable to them with respect to transactions during the year ended December 31, 2025.
ITEM 11. EXECUTIVE COMPENSATION
Executive Officer Compensation
Our named executive officers for the years ended December 31, 2025 and 2024, which consist of our principal executive officer and our two other most highly compensated executive officers, are:
|
Name and Principal Position |
Year |
Salary ($) |
Non-Equity Incentive Plan Compensation ($) (6) |
Stock Awards ($) (1) |
Option Awards ($) (1) |
All Other Compensation ($) (2) |
Total ($) |
||||||||||||||||||
| Walter V. Klemp, Chairman, President - Chief Executive Officer (3) | 2025 | 565,000 | 426,750 | - | 324,893 | 29,315 | 1,345,958 | ||||||||||||||||||
|
|
2024 | 565,000 | 375,000 | 281,750 | 197,481 | 39,528 | 1,458,759 | ||||||||||||||||||
| Jonathan P. Foster, Executive Vice President and Chief Financial Officer (4) | 2025 | 405,000 | 227,600 | - | 234,863 | 39,805 | 907,268 | ||||||||||||||||||
|
|
2024 | 405,000 | 200,000 | 202,125 | 128,363 | 54,151 | 989,639 | ||||||||||||||||||
| Donald Picker, Chief Scientific Officer (5) | 2025 | 340,000 | 182,080 | - | 78,228 | 22,611 | 622,919 | ||||||||||||||||||
|
|
2024 | 340,000 | 160,000 | 85,750 | 78,992 | 29,320 | 694,062 | ||||||||||||||||||
(1) Represents the full grant date fair value of the option grant or restricted stock unit calculated in accordance with FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the named executive officer. For a summary of the assumptions made in the valuation of the awards, please see Note 6 to our financial statements as of and for the period ended December 31, 2025 included in the 2025 Annual Report. No compensation expense has been recognized for PSU awards granted in 2025, as achievement of the applicable performance conditions is not yet considered probable.
(2) Represents payments made by us for medical coverage, term life, dental vision, short and long-term disability, voluntary AD&D, Voluntary life and income protection plan.
(3) Mr. Klemp’s 2025 non-equity incentive plan compensation of $426,750 has been accrued and bears interest at an annual rate of 8% until paid. In addition, 50% of Mr. Klemp’s 2024 non-equity incentive plan compensation was paid in April 2025, and the remaining $187,500 has been accrued and bears interest at an annual rate of 8% until paid. Mr. Klemp’s equity awards for 2025 consisted of 33,200 stock options with a grant date fair value of $324,893. Mr. Klemp’s equity awards for 2024 consisted of 4,600 restricted stock units and 4,000 stock options, with grant date fair values of $281,750 and $197,481, respectively.
(4) Mr. Foster’s 2025 non-equity incentive plan compensation of $227,600 has been accrued and bears interest at an annual rate of 8% until paid. In addition, 50% of Mr. Foster’s 2024 non-equity incentive plan compensation was paid in April 2025, and the remaining $100,000 has been accrued and bears interest at an annual rate of 8% until paid. Mr. Foster’s equity awards for 2025 consisted of 24,000 stock options with a grant date fair value of $234,863. Mr. Foster’s equity awards for 2024 consisted of 3,300 restricted stock units and 2,600 stock options, with grant date fair values of $202,125 and $128,363, respectively.
(5) Mr. Picker’s 2025 non-equity incentive plan compensation of $182,080 has been accrued and bears interest at an annual rate of 8% until paid. In addition, 50% of Mr. Picker’s 2024 non-equity incentive plan compensation was paid in April 2025, and the remaining $80,000 has been accrued and bears interest at an annual rate of 8% until paid. Mr. Picker’s equity awards for 2025 consisted of 8,000 stock options with a grant date fair value of $78,228. Mr. Picker’s equity awards for 2024 consisted of 1,400 restricted stock units and 1,600 stock options, with grant date fair values of $85,750 and $78,992, respectively.
(6) Non-equity incentive plan varies from year to year based on whether management achieved goals and objectives as discussed above. The total possible amount under this plan for each executive was not increased in 2024 and 2025.
Narrative to Summary Compensation Table
We have established for compensation purposes future compensation years to be from September 1 until August 31 of each year. This is a change from prior years as the compensation year was from June 1 to May 31. This change was made to better correspond with actions in the European Union where August is traditionally slow and reflects a natural cutoff point for goals and objectives. The Company has used a different year from a calendar year since: 1) Goals and objectives are generally more directed at clinical operations versus financial oriented goals: and 2) The Company has limited personnel, so this transfers a workload from an already busy period of time to the summer.
In September of each year, our Compensation Committee completes its annual review of executive compensation and, after researching comparable companies and using a nationally recognized executive pay consultant for advice, comparables and trends in the industry, determines the compensation arrangements for the next compensation year. Such advice is based on trends and comparables based upon market capitalization and phase of clinical development in the industry.
We review compensation annually for all employees, including our executives. In setting executive base salaries, bonuses and granting equity incentive awards, we consider compensation for comparable positions in the market, the individual executive’s performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short and long-term results that are in the best interests of our stockholders and a long-term commitment to our company. Our Compensation Committee typically reviews and discusses the executive leadership team's proposed compensation with the Chief Executive Officer and Chief Financial Officer for all executives other than the Chief Executive Officer and Chief Financial Officer. Based on those discussions and its discretion, the Compensation Committee then determines the compensation for each executive. Our Compensation Committee, without members of management present, discusses and ultimately approves the compensation of our executive officers. The Compensation Committee generally reviews compensation of the executives, both cash and equity, compared to the median of the peer group selected. The peer group includes comparable companies in view of the stage of clinical development and range in market capitalization, both above and below the Company's.
Response to 2025 Advisory Vote on Executive Compensation
At our 2025 Annual Meeting, the advisory vote on executive compensation received support from approximately 63% of the votes cast. While the proposal was approved, the level of support fell below the Company's expectations. Accordingly, during the year, the Company undertook efforts to engage with shareholders to better understand their perspectives on executive compensation. The Company reached out to a few selected, significant institutional shareholders to invite discussion regarding executive compensation matters. These outreach efforts did not result in direct engagement responses. In addition. executive management, together with the Company's investor relations firm, continues to engage with shareholders through customary channels, including investor conferences, one-on-one meetings, emails, and phone calls.
When executive compensation has been discussed in these forums, the primary theme of shareholder feedback has been a preference for a greater proportion of stock-based compensation as part of the executive compensation program. Some retail shareholders have expressed views of advocating for a compensation structure comprised entirely of equity-based compensation. While the Compensation Committee considered this feedback, it believes that a 100% equity-based compensation structure is not consistent with market practice and would impair the Company's ability to attract and retain experienced executive talent in a competitive labor market.
The Compensation Committee notes that, over the past two years, there has been no increase in cash compensation opportunity for the Company's executive officers. Efforts have been made to rely more on equity to incentivize the executive team but this has been historically limited by the number of shares available in the plan.
The Compensation Committee will continue to evaluate the Company's executive compensation program in light of shareholder feedback, market practices, and the Company's strategic objectives, with a continued focus on pay-for-performance alignment and long-term value creation.
Compensation Consultant
Since April 2018, the Compensation Committee has retained Pay Governance LLC, an independent compensation consultant, to evaluate our executive compensation program. Pay Governance’s engagement included assisting the Compensation Committee with the selection of a peer group of companies for benchmarking purposes, and an analysis of our existing executive compensation. The consultant is engaged at the direction of the Compensation Committee rather than management, the consultant’s fees are approved by the Compensation Committee, and all reports are addressed to the Compensation Committee rather than management.
Annual Base Salary
For the 2024/2025 Compensation Year, the base salaries for Mr. Klemp, Mr. Foster, and Dr. Picker were $565,000, $405,000, and $340,000, respectively. For the 2025/2026 Compensation Year, the base salaries for Mr. Klemp, Mr. Foster, and Dr. Picker were unchanged.
Annual Bonus and Non-Equity Incentive Plan Compensation.
We seek to motivate and reward our executives for achievements relative to our corporate goals and objectives, and with respect to their individual goals, for each fiscal year. For the 2023/2024 and 2024/2025 compensation years, the target bonus each year for Mr. Klemp, Mr. Foster and Dr. Picker were 66%, 49%, and 47%, respectively, of their base salary. With respect to payment of bonuses, our Compensation Committee establishes certain “stretch goals” for our officers that permit a total potential bonus payable of 120% of the established target bonus.
The actual performance-based annual bonus paid is calculated by multiplying the executive’s annual base salary, target bonus percentage, the percentage attainment of the corporate goals established by the Board for such year, which represents the total potential bonus payable to named executive officers, and the percentage attainment of the individual goals approved by the Compensation Committee with respect to other executive officers. At the beginning of each compensation year, corporate goals are proposed to the Committee by the Chief Executive Officer and the Chief Financial Officer and are reviewed and edited by the Committee, in its view, as to what goals and objectives are in the best interests of the shareholders, namely moving a drug candidate towards a new drug application in the US. However, the Compensation Committee is not required to calculate bonuses in a formulaic approach and retains discretion in the amounts it awards and the factors it takes into consideration in determining bonus amounts. At the end of the compensation year, the Compensation Committee reviews performance against goals and objectives and approves the extent to which each of the corporate and individual goals and objectives were achieved, and, for each named executive officer, the amount of the bonus awarded.
In September 2025, the Compensation Committee of the Board of Directors took the following actions in connection with the executive compensation for the 2024/2025 compensation year (June 1, 2024 to May 31, 2025) with its named executive officers (Walter Klemp, President and Chief Executive Officer; Jonathan P. Foster, Executive Vice President and Chief Financial Officer; and Dr. Donald Picker, Chief Scientific Officer): (i) cash bonuses in the aggregate amount of $735,000 were granted based on the full achievement of the goals and objectives for the compensation year, however the payment of the bonuses was accrued and will be paid the earlier of a) 364 days or b) approval by the CEO after consultation with the Board of Directors; and (ii) the Compensation Committee agreed that the accrued bonuses will earn interest at a rate of 8% per annum.
The 2023/2024 bonuses earned were also accrued. In April 2025, the Company paid 50% of these bonuses and the remaining 50% has been accrued and bears interest at an annual rate of 8% until paid.
Long-Term Incentives
Our 2024 Stock Plan provides for the grant of stock options, stock awards, stock unit awards and stock appreciation rights to key employees, non-employee directors and consultants.
Each year our Compensation Committee establishes a value for the expected equity grant issuable to each of our named executive officers. For the 2023/2024 compensation year, the fair value of the equity grants for Mr. Klemp, Mr. Foster and Dr. Picker were $550,000, $243,000 and $119,000, respectively. For the 2024/2025 compensation year, the fair value of the equity grants for Mr. Klemp, Mr. Foster and Dr. Picker were established at $550,000, $243,000 and $119,000, respectively and unchanged from the prior year 2023/2024. For options, we set the option exercise price, and grant date fair value based on the closing price of our common stock on Nasdaq on the date of grant. The shares underlying options typically vest in four equal annual installments. For other equity awards, the grant date fair value is based on the closing price of our common stock on Nasdaq on the date of grant.
Performance-Based Restricted Stock Units
On November 12, 2025, the Compensation Committee and Board approved the grant of performance-based restricted stock units (each, a “PSU”) under our Stock Plan to Mr. Klemp, Mr. Foster and Dr. Picker with 30,000 PSUs, 16,000 PSUs, and 8,000 PSUs, respectively. Each PSU vests in equal tranches upon the achievement of specified clinical and operational milestones related to the Company’s MIRACLE clinical trial, including patient enrollment thresholds, achievement of defined clinical data outcomes, and advancement to subsequent study phases. Vesting of each tranche is subject to certification by the Company’s board of directors or its compensation committee. Stock-based compensation expense for these performance-based awards is recognized when achievement of the applicable performance conditions is considered probable, based on management’s best estimates, which incorporate the inherent risks and uncertainties associated with achieving the underlying milestones. No PSUs granted in prior years vested during the year.
Equity Awards
The following table sets forth certain information concerning our outstanding equity awards for our named executive officers at December 31, 2025.
Outstanding Equity Awards At Fiscal Year-End
| Option Awards | Stock Awards (2) | |||||||||||||||||||||||||||||||||
|
Name |
Grant Date of Equity Award |
Number of Securities Underlying Unexercised Options (#) Exercisable (1) |
Number of Securities Underlying Unexercised Options (#) Unexerciseable (1) |
Option Exercise Price ($) |
Option Expiration Date |
Number of shares or units of stock that have not vested (#) |
Market value of shares of units of stock that have not vested ($) (3) |
Number of shares or units of stock that have vested (#) (4) |
Market value of shares or units of stock that have vested ($) (4) |
|||||||||||||||||||||||||
|
Walter V. Klemp, Chairman, President - Chief Executive Officer |
11/12/2025 |
- | 33,200 | 12 |
11/12/2035 |
- | - | - | - | |||||||||||||||||||||||||
|
11/12/2025 |
- | - | - |
11/12/2035 |
30,000 | 99,300 | (5) | - | - | |||||||||||||||||||||||||
|
11/4/2024 |
1,000 | 3,000 | 61 |
11/4/2034 |
3,450 | 11,420 | 1,150 | 14,272 | ||||||||||||||||||||||||||
|
12/29/2023 |
- | - | - |
12/29/2033 |
1,744 | 5,773 | (5) | - | - | |||||||||||||||||||||||||
|
6/22/2023 |
534 | 533 | 225 |
6/22/2033 |
719 | 2,380 | 360 | 2,401 | ||||||||||||||||||||||||||
|
6/20/2022 |
450 | 150 | 559 |
6/20/2032 |
150 | 497 | 150 | 1,001 | ||||||||||||||||||||||||||
|
6/16/2021 |
597 | - | 1,399 |
6/16/2031 |
- | - | 66 | 1,131 | ||||||||||||||||||||||||||
|
7/2/2020 |
223 | - | 2,085 | 47,666 | - | - | - | - | ||||||||||||||||||||||||||
|
7/11/2019 |
223 | - | 2,948 |
7/11/2029 |
- | - | - | - | ||||||||||||||||||||||||||
|
6/6/2018 |
223 | - | 4,095 |
6/6/2028 |
- | - | - | - | ||||||||||||||||||||||||||
|
10/3/2017 |
152 | - | 5,603 |
10/3/2027 |
- | - | - | - | ||||||||||||||||||||||||||
|
Jonathan P. Foster, Executive Vice President and Chief Financial Officer |
11/12/2025 |
- | 24,000 | 12 |
11/12/2035 |
- | - | - | - | |||||||||||||||||||||||||
|
11/12/2025 |
- | - | - |
11/12/2035 |
16,000 | 52,960 | (5) | - | - | |||||||||||||||||||||||||
|
11/4/2024 |
650 | 1,950.00 | 61 |
11/4/2034 |
2,475 | 8,192 | 825 | 10,238 | ||||||||||||||||||||||||||
|
12/29/2023 |
- | - | - |
12/29/2033 |
768 | 2,542 | (5) | - | - | |||||||||||||||||||||||||
|
6/22/2023 |
200 | 200.00 | 225 |
6/22/2033 |
346 | 1,145 | 173 | 1,154 | ||||||||||||||||||||||||||
|
6/20/2022 |
311 | 103.00 | 559 |
6/20/2032 |
108 | 357 | 109 | 727 | ||||||||||||||||||||||||||
|
6/16/2021 |
291 | - | 1,399 |
6/16/2031 |
- | - | 33 | 565 | ||||||||||||||||||||||||||
|
7/2/2020 |
205 | - | 2,085 |
7/2/2030 |
- | - | - | - | ||||||||||||||||||||||||||
|
7/11/2019 |
140 | - | 2,948 |
7/11/2029 |
- | - | - | - | ||||||||||||||||||||||||||
|
6/6/2018 |
134 | - | 4,095 |
6/6/2028 |
- | - | - | - | ||||||||||||||||||||||||||
|
10/3/2017 |
65 | - | 5,603 |
10/3/2027 |
- | - | - | - | ||||||||||||||||||||||||||
|
8/19/2016 |
178 | - | 13,163 |
8/19/2026 |
- | - | - | - | ||||||||||||||||||||||||||
|
Donald Picker, Chief Scientific Officer |
11/12/2025 |
- | 8,000.00 | 12 |
11/12/2035 |
- | - | - | - | |||||||||||||||||||||||||
|
11/12/2025 |
- | - | - |
11/12/2035 |
8,000 | 26,480 | (5) | - | - | |||||||||||||||||||||||||
|
11/4/2024 |
400 | 1,200 | 61 |
11/4/2034 |
1,050 | 3,476 | 350 | 4,344 | ||||||||||||||||||||||||||
|
12/29/2023 |
- | - | - |
12/29/2033 |
230 | 761 | (5) | - | - | |||||||||||||||||||||||||
|
6/22/2023 |
134 | 133 | 225 |
6/22/2032 |
141 | 467 | 71 | 474 | ||||||||||||||||||||||||||
|
6/20/2022 |
131 | 43 | 559 |
6/20/2032 |
43 | 142 | 43 | 287 | ||||||||||||||||||||||||||
|
6/16/2021 |
168 | - | 1,399 |
6/16/2031 |
- | - | - | - | ||||||||||||||||||||||||||
|
7/2/2020 |
45 | - | 2,085 |
7/2/2030 |
- | - | - | - | ||||||||||||||||||||||||||
|
7/11/2019 |
45 | - | 2,948 |
7/11/2029 |
- | - | - | - | ||||||||||||||||||||||||||
|
6/6/2018 |
34 | - | 4,095 |
6/6/2028 |
- | - | - | - | ||||||||||||||||||||||||||
|
10/3/2017 |
27 | - | 5,603 |
10/3/2027 |
- | - | - | - | ||||||||||||||||||||||||||
(1) The shares underlying the options vest in equal annual installments over a four-year period (i.e., one-quarter of each grant vests on the first, second, third and fourth anniversary of the grant date), subject to continued service with us through each applicable vesting date.
(2) Consists of restricted stock unit awards that vest in four equal annual installments, subject to the holder’s continued service through each applicable vesting date, and performance-based restricted stock units that vest when achievement of the applicable performance metric is deemed probable.
(3) Based on the closing price of our common stock on December 31, 2025 of $3.31.
(4) Consists of the gross restricted stock unit awards which vested during 2025, prior to any shares withheld for taxes, for the year ended December 31, 2025.
(5) On November 12, 2025 and on December 29, 2023, the Compensation Committee and Board approved certain grant of performance-based restricted stock units (each, a “PSU”) under our Stock Plan to Mr. Klemp, Mr. Foster and Dr. Picker 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, advancement to subsequent study phases, and change of control. 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. The Company has not recognized any compensation expense related to these awards as the achievement of the Performance Metric is not yet deemed to be probable, as none of the goals have been achieved to date.
Employment Agreements
Klemp Employment Agreement
On January 4, 2024, we entered into an amended and restated employment agreement with Mr. Walter V. Klemp pursuant to which Mr. Klemp agreed to serve as our Chief Executive Officer commencing on such date for an initial term of one year, which is automatically renewed for additional one-year terms unless either party chooses not to renew the agreement. The agreement provided for an initial annual salary of $565,000, which is reviewed annually. Mr. Klemp may receive an annual bonus, provided that the final determination on the amount of the annual bonus, if any, will be made by the Compensation Committee of the Board of Directors, based on criteria established by the Compensation Committee. If Mr. Klemp’s employment is terminated at our election without “cause” (as defined in the agreement), which requires 90 days advanced notice, or by Mr. Klemp for “good reason” (as defined in the agreement), Mr. Klemp shall be entitled to receive severance payments equal to 12 months of Mr. Klemp’s base salary. Mr. Klemp has agreed not to compete with us for 12 months after the termination of his employment.
Foster Employment Agreement
On January 4, 2024, we entered into an amended and restated employment agreement with Mr. Jonathan P. Foster pursuant to which Mr. Foster agreed to serve as our Executive Vice President and Chief Financial Officer commencing on such date for an initial term of one year, which is automatically renewed for additional one year terms unless either party chooses not to renew the agreement. The agreement provided for an initial annual salary of $405,000, which is reviewed annually. Mr. Foster may receive an annual bonus, provided that the final determination on the amount of the annual bonus, if any, will be made by the Compensation Committee of the Board of Directors, based on criteria established by the Compensation Committee. If Mr. Foster’s employment is terminated at our election without “cause” (as defined in the agreement), which requires 90 days advanced notice, or by Mr. Foster for “good reason” (as defined in the agreement), Mr. Foster shall be entitled to receive severance payments equal to 12 months of Mr. Foster’s base salary. Mr. Foster has agreed not to compete with us for 12 months after the termination of his employment.
Picker Employment Agreement
On January 4, 2024, we entered into an employment agreement with Mr. Donald Picker pursuant to which Mr. Picker agreed to serve as our Chief Science Officer commencing on such date for an initial term of one year, which is automatically renewed for additional one-year terms unless either party chooses not to renew the agreement. The agreement provided for an initial annual salary of $340,000, which is reviewed annually. If Mr. Picker’s employment is terminated at our election without “cause” (as defined in the agreement), which requires 90 days advanced notice, or by Mr. Picker for “good reason” (as defined in the agreement), Mr. Picker shall be entitled to receive severance payments equal to 12 months of Mr. Picker’s base salary. Mr. Picker has agreed not to compete with us for 12 months after the termination of his employment.
Director Compensation
Our Compensation Committee has engaged Pay Governance LLC, an independent compensation consultant, to advise them on matters relating to our non-employee director compensation program. Based on a review of a compensation study prepared by Pay Governance, our Compensation Committee recommended to our Board and our Board approved the following policy for compensating non-employee members of the Board:
• Each non-employee director shall receive annual cash compensation of $40,000. In addition, the chairperson of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, all receive an annual compensation of $15,000, $10,000, and $8,000, respectively; the other members of such committees shall receive an annual compensation of $7,500, $5,000 and $4,000, respectively; and the Lead Independent Director shall receive an annual compensation of $20,000. Cash payments will be made quarterly within 15 days after calendar quarter end.
• Upon the initial appointment (or election) of non-employee directors to the Board, the director will be issued a 10-year option to purchase 20,000 shares of our common stock, under our 2024 Stock Plan, with 3-year annual vesting and an exercise price equal the closing price of our common stock on the date of the appointment (or election).
• Annually, on the date of our annual meeting, each non-employee director that is re-elected at the annual meeting will be issued, upon a motion and approval of the Board of Directors, a 10-year option to purchase 10,000 shares of our common stock, under our 2024 Stock Plan, with 1-year annual vesting and an exercise price equal the closing price of our common stock on the date of the annual meeting.
The following table sets forth the total compensation earned by our non-employee directors in 2025 (Mr. Klemp does not earn additional compensation for his services on the Board, and his compensation is fully reflected in the “Summary Compensation Table” above):
|
Name |
Year |
Fees earned or paid in cash ($) |
Option awards ($) (1) |
Total ($) |
||||||||||
|
Michael D. Cannon |
2025 |
|
61,500 |
|
58,716 |
|
120,216 | |||||||
|
Robert E. George |
2025 |
|
68,000 |
|
58,716 |
|
126,716 |
|||||||
|
John Climaco |
2025 |
|
76,500 |
|
58,716 |
|
135,216 |
|||||||
|
Elizabeth Cermak |
2025 |
|
56,500 |
|
58,716 |
|
115,216 |
|||||||
|
Joy Yan |
2025 |
|
40,000 |
|
58,716 |
|
98,716 |
|||||||
(1) Represents the full grant date fair value of the option award our board approved and granted to each non-employee director, calculated in accordance with FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the director. For a summary of the assumptions made in the valuation of the awards, please see Note 6 to our financial statements as of and for the period ended December 31, 2025 included in the Form 10-K. As of December 31, 2025, the aggregate number of shares outstanding under all options to purchase our common stock held by our non-employee directors were: Mr. Cannon - 6,616 shares; Mr. George - 6,616 shares; Mr. Climaco - 6,609 shares, Ms. Cermak - 6,588 shares, and Ms. Yan - 6,561 shares. None of our non-employee directors held stock awards other than options as of December 31, 2025.
Recoupment Policy
We adopted the Moleculin Biotech, Inc. Dodd-Frank Restatement Recoupment Policy effective as of October 2, 2023. In the event that we are required to prepare a financial restatement, the Committee will recoup all erroneously awarded incentive-based compensation calculated on a pre-tax basis received after October 2, 2023, by a person (i) after beginning service as an executive officer, (ii) who served as an executive officer at any time during the performance period for that incentive-based compensation, and (iii) during the three completed fiscal years immediately preceding the date that the Company is required to prepare a restatement, and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years. “Clawback” or recoupment policy in our executive compensation program contributes to creating and maintaining a culture that emphasizes integrity and accountability and reinforces the performance-based principles underlying our executive compensation program.
Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
We do not grant equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, and do not time the public release of such information based on award grant dates. During the last completed fiscal year, we have not made awards to any named executive officer or director during the period beginning four business days before and ending one business day after the filing of a period report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth information, as of March 31, 2026, regarding beneficial ownership of our common stock by:
• each of our directors;
• each of our named executive officers;
• all directors and executive officers as a group; and
• each person, or group of affiliated persons, known by us to beneficially own more than five percent of our shares of common stock.
Beneficial ownership is determined according to the rules of the SEC, and generally means that person has beneficial ownership of a security if he or she possesses sole or shared voting or investment power of that security and includes options that are currently exercisable or exercisable within 60 days. Each director or officer, as the case may be, has furnished us with information with respect to beneficial ownership. Except as otherwise indicated, we believe that the beneficial owners of common stock listed below, based on the information each of them has given to us, have sole investment and voting power with respect to their shares, except where community property laws may apply. Except as otherwise noted below, the address for each person or entity listed in the table is c/o Moleculin Biotech, Inc., 5300 Memorial Drive, Suite 950, Houston, Texas 77007.
|
As of March 31, 2026 |
||||||||
|
Shares beneficially owned |
Percent of Class (1) |
|||||||
|
Name of Beneficial Owner |
||||||||
|
Walter V. Klemp |
285,660 |
(2) |
5.01% | |||||
|
Jonathan P. Foster |
114,461 |
(3) |
2.01% | |||||
|
Donald Picker |
1,935 |
(4) |
Less than 1% | |||||
|
Robert George |
734 |
(5) |
Less than 1% |
|||||
|
Michael Cannon |
616 |
(6) |
Less than 1% |
|||||
|
John Climaco |
609 |
(6) |
Less than 1% |
|||||
|
Elizabeth Cermak |
588 |
(6) |
Less than 1% |
|||||
|
Joy Yan |
561 |
(6) |
Less than 1% |
|||||
|
Directors and Executive Officers as a Group (8 persons) |
405,164 |
(7) |
7.58% |
|||||
(1) Based on 5,336,350 shares of common stock outstanding as of March 31, 2026.
(2) Includes 636 shares held by AnnaMed, Inc. that have been included in the amount for Mr. Klemp. Mr. Klemp has voting and dispositive power over the shares held by AnnaMed, Inc. Also includes 251,007 shares issuable upon exercise of warrants and 3,402 shares underlying options exercisable within 60 days of March 31, 2026.
(3) Includes 100,159 shares issuable upon exercise of warrants and 2,174 shares underlying options exercisable within 60 days of March 31, 2026.
(4) Of the amount in the table, 280 shares held by IntertechBio Corp. have been included in the amounts for Dr. Picker. Dr. Picker shares voting and dispositive power over the shares held by IntertechBio Corp. Also includes 984 shares underlying options exercisable within 60 days of March 31, 2026.
(5) Includes 78 shares issuable upon exercise of warrants and 616 shares underlying options exercisable within 60 days of March 31, 2026.
(6) Consists solely of shares underlying options exercisable within 60 days of March 31, 2026
(7) Consists of the shares identified in footnotes (2)-(6).
Securities Authorized for Issuance under Equity Compensation Plans
The following table sets forth information regarding our equity compensation plans at December 31, 2025:
|
Plan category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) |
Weighted-average exercise price of outstanding options, warrants and rights (b) |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
|
Equity compensation plans approved by security holders (1) |
191,854 | 88.89 |
22,105 |
|
Equity compensation plans not approved by security holders (2) |
37,901 | 57.88 |
— |
(1) Represents shares of common stock issuable upon exercise of outstanding stock options under our prior 2015 Stock Plan and our current 2024 Stock Plan.
(2) Consists of warrants issued to consultants for services.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
We currently employ Lindsay Kim, the daughter of Dr. Picker, our Chief Scientific Officer, as a senior clinical program associate on an at-will basis. Ms. Kim's total compensation is less than $120,000.
We have entered, and intend to continue to enter, into separate indemnification agreements with our directors and executive officers, in addition to the indemnification provided for in our amended and restated certificate of incorporation and bylaws. These agreements, among other things, require us to indemnify our directors and executive officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of our directors or executive officers or as a director or executive officer of any other company or enterprise to which the person provides services at our request. We believe that these charter provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.
The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’s investment may decline in value to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
Policies and Procedures for Related Party Transactions
Our audit committee charter provides that our audit committee is responsible for reviewing and approving in advance any related party transaction. This will cover, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or will be a participant to, where the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In determining whether to approve a proposed transaction, our audit committee will consider all relevant facts and circumstances including: (i) the materiality and character of the related party’s direct or indirect interest; (ii) the commercial reasonableness of the terms; (iii) the benefit or perceived benefit, or lack thereof, to us; (iv) the opportunity cost of alternate transactions; and (v) the actual or apparent conflict of interest of the related party.
Director Independence
The rules of the Nasdaq Stock Market, or the Nasdaq Rules, require a majority of a listed company’s board of directors to be composed of independent directors. In addition, the Nasdaq Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees be independent. Under the Nasdaq Rules, a director will only qualify as an independent director if, in the opinion of our Board of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Nasdaq Rules also require that audit committee members satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In considering the independence of compensation committee members, the Nasdaq Rules require that our board of directors must consider additional factors relevant to the duties of a compensation committee member, including the source of any compensation we pay to the director and any affiliations with our company.
Our board of directors undertook a review of the composition of our board of directors and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that each of our directors, with the exception of Mr. Klemp, are independent as defined under the Nasdaq Rules.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Aggregate fees for professional services rendered by Grant Thornton, LLP for their services for the fiscal years ended December 31, 2025 and 2024, respectively, were as follows:
|
2025 |
2024 |
|||||||
|
Audit Fees |
$ |
614,778 |
$ |
496,185 | ||||
|
Audit-related fees |
— |
— |
||||||
|
Tax fees |
— |
— |
||||||
|
All other fees |
— |
— |
||||||
|
TOTAL |
$ |
614,778 |
$ |
496,185 | ||||
Audit Fees
Audit fees represent the aggregate fees billed for professional services rendered by our independent accounting firm for the audit of our annual financial statements, review of financial statements included in our quarterly reports, review of registration statements or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years.
Audit-Related Fees
Audit-related fees represent the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under Audit Fees.
Tax Fees
Tax fees represent the aggregate fees billed for professional services rendered by our principal accountants for tax compliance, tax advice, and tax planning for such years.
All Other Fees
All other fees represent the aggregate fees billed for products and services other than the services reported in the other categories.
Audit Committee Pre-Approval Policies and Procedures
The Audit Committee on an annual basis reviews audit and non-audit services performed by the independent auditors. All audit and non-audit services are pre-approved by the Audit Committee, which considers, among other things, the possible effect of the performance of such services on the auditors’ independence.
Item 15. Exhibits, Financial Statement Schedules.
|
(a) |
Documents filed as part of this Annual Report. |
|
(1) |
Financial Statements. See Index to the Consolidated Financial Statements, which appear on the Original 10-K. The consolidated financial statements listed in the accompanying Index to the Consolidated Financial Statements are filed therewith in response to this Item. |
|
(2) |
Financial Statements Schedules. All schedules are omitted because they are not applicable or because the required information is contained in the financial statements or notes included in this report. |
|
(b) |
The exhibits listed in Part IV, Item 15(b) of the Original 10-K and the exhibits listed below are filed with, or incorporated by reference into, this report. |
|
31.3 |
Certification of Chief Executive Officer required by Rule 13a-14(a) of the Exchange Act |
|
31.4 |
Certification of Chief Financial Officer required by Rule 13a-14(a) of the Exchange Act |
|
101.INS |
Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. |
|
101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
|
101.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 (embedded within the Inline XBRL document) |
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/ Jonathan P. Foster |
|
|
Jonathan P. Foster, |
||
|
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
||
Date: April 14, 2026
Exhibit 31.3
OFFICER’S CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Walter V. Klemp, certify that:
|
(1) |
I have reviewed this Amendment No. 1 to Annual Report on Form 10-K/A of Moleculin Biotech, Inc.; |
|
(2) |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
Date: April 14, 2026
By: /s/ Walter V. Klemp
Walter V. Klemp
Chief Executive Officer
(Principal Executive Officer)
Exhibit 31.4
OFFICER’S CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jonathan P. Foster, certify that:
|
(1) |
I have reviewed this Amendment No. 1 to Annual Report on Form 10-K/A of Moleculin Biotech, Inc.; |
|
(2) |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
Date: April 14, 2026
By: /s/ Jonathan P. Foster
Jonathan P. Foster
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)