Moleculin Biotech, Inc 8-K, filed Oct 6, 2023
Moleculin Biotech, Inc. (MBRX)
8-K
2023-10-06
For: 2023-10-03
View Original
Added on
April 06, 2026
About this 8-K
Moleculin Biotech, Inc filed this 8-K on October 6, 2023, reporting on events of October 3, 2023.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 3, 2023
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction of Incorporation or Organization)
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(Commission File No.)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices and zip code)
(713 ) 300-5160
(Registrant’s telephone number, including area code)
(Former name or former address, if changed from last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol (s)
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Name of each exchange on which registered
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The
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 3, 2023, the Company held a Special Meeting of Stockholders (the "Special Meeting"). As of August 21, 2023, the record date for the Special Meeting, there were 29,810,443 shares of common stock issued and outstanding and entitled to vote on the proposals presented at the Special Meeting, of which 16,824,668 shares, or 56.43%, were present in person or represented by proxy, which constituted a quorum. The holders of shares of our common stock are entitled to one vote for each share held. Set forth below are the final voting results for each of the proposals submitted to a vote of the Company's stockholders at the Special Meeting.
Each of the proposals summarized below were approved by the Company's stockholders.
Proposal 1. To Effect a Reverse Stock Split of the Outstanding Shares - The Company's stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to grant the Board of Directors authority to effect a reverse stock split of the outstanding shares of the Company’s common stock, at a reverse stock split ratio of between 1-for-5 and 1-for-20 as determined by the Board in its sole discretion, prior to the one-year anniversary of this Special Meeting (the “Reverse Split Proposal”), by the following vote:
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Votes For
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Votes Against
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Abstain
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| 9,796,443 | 6,858,043 | 170,202 | |||||||
As of the date of this report, the Company's Board has not made any decisions with respect to the approval of a reverse split of the Company's common stock.
Proposal 2. Approve an Adjournment - The Company's stockholders approved an adjournment, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Reverse Split Proposal (the “Adjournment Proposal”), by the following vote:
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Votes For
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Votes Against
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Abstain
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| 10,036,330 | 6,686,830 | 101,528 | |||||||
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MOLECULIN BIOTECH, INC.
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Date: October 6, 2023
By: /s/ Jonathan P. Foster
Jonathan P. Foster
Chief Financial Officer
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