8-K

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): February 9, 2025

MOLECULIN BIOTECH, INC.

(Exact Name of Registrant as Specified in its Charter)

5300 Memorial Drive, Suite 950, Houston ,TX 77007

(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):

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:

Item 1.01 Entry into a Material Definitive Agreement.

On February 9, 2025, Moleculin Biotech, Inc. (the “Company”) entered into a waiver and consent agreement (the “Waiver”) with an investor from the Company’s offering completed August 19, 2024 pursuant to which the investor waived certain restrictions related to the Company’s ability to enter into a “Variable Rate Transaction.” Pursuant to the Waiver, the Company agreed to: (i) to reduce the exercise price of certain warrants held by the investors to purchase an aggregate of 5,828,570 shares of common stock (the “Warrants”) to the exercise price of the Series C Warrants that may be issued pursuant to the offering proposed in the Form S-1 registration statement (file number 333-283820), (ii) amend the Warrants to include Sections 3(e), 3(f) and 3(g) of the Series C Warrants, (iii) amend the initial exercise date of the Warrants to the date the Company receives stockholder approval in connection with the Series C Warrants, and (iv) pay the investor a cash fee of $750,000 at the closing of the proposed offering.

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.