Moleculin Biotech, Inc 8-K, filed Oct 20, 2026
Moleculin Biotech, Inc. (MBRX)
About this 8-K
Moleculin Biotech, Inc filed this 8-K on October 20, 2026, reporting on events of October 16, 2026.
Moleculin Biotech, Inc.’s board approved a 1-for-20 reverse stock split, effective 12:01 a.m. Eastern Time on October 20, 2026, reducing outstanding common stock from approximately 20.91 million shares to approximately 1.05 million shares; authorized common stock remains 500 million shares. AI summary
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File No.) | (I.R.S. Employer Identification No.) |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)). |
Title of each class | Trading Symbol (s) | Name of each exchange on which registered |
The |
Dollars in thousands except share and per share data | ||||||||||||||||
Pre- Split (1) | Post- Split | |||||||||||||||
Year ended December 31, | Year ended December 31, | |||||||||||||||
2025 | 2024 | 2025 | 2024 | |||||||||||||
Net loss | $ | (33,560 | ) | $ | (26,048 | ) | $ | (33,560 | ) | $ | (26,048 | ) | ||||
Net loss available to common stockholders | $ | (33,664 | ) | $ | (26,048 | ) | $ | (33,664 | ) | $ | (26,048 | ) |
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Net loss per common share - basic and diluted | $ | (28.42 | ) | $ | (189.14 | ) | $ | (568.38 | ) | $ | (3,782.75 | ) | ||||
Weighted average common shares outstanding - basic and diluted | 1,184,569 | 137,720 | 59,228 | 6,886 | ||||||||||||
Pre- Split (2) | Post- Split | |||||||||||||||
Three Months Ended March 31, | Three Months Ended March 31, | |||||||||||||||
2026 | 2025 | 2026 | 2025 | |||||||||||||
Net loss | $ | (12,845 | ) | $ | (5,904 | ) | $ | (12,845 | ) | $ | (5,904 | ) | ||||
Net loss available to common stockholders | $ | (14,610 | ) | $ | (5,904 | ) | $ | (14,610 | ) | $ | (5,904 | ) |
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Net loss per common share - basic and diluted | $ | (3.54 | ) | $ | (15.80 | ) | $ | (70.85 | ) | $ | (315.92 | ) | ||||
Weighted average common shares outstanding - basic and diluted | 4,124,482 | 373,751 | 206,224 | 18,688 | ||||||||||||
Pre- Split (2) | Post- Split | |||||||||||||||
Three Months Ended June 30, | Three Months Ended June 30, | |||||||||||||||
2026 | 2025 | 2026 | 2025 | |||||||||||||
Net loss | $ | (7,635 | ) | $ | (17,809 | ) | $ | (7,635 | ) | $ | (17,809 | ) | ||||
Net loss available to common stockholders | $ | (7,964 | ) | $ | (17,809 | ) | $ | (7,964 | ) | $ | (17,809 | ) |
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Net loss per common share - basic and diluted | $ | (1.40 | ) | $ | (28.68 | ) | $ | (28.04 | ) | $ | (573.50 | ) | ||||
Weighted average common shares outstanding - basic and diluted | 5,680,717 | 621,056 | 284,036 | 31,053 | ||||||||||||
Pre- Split (2) | Post- Split | |||||||||||||||
Six Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2026 | 2025 | 2026 | 2025 | |||||||||||||
Net loss | $ | (20,480 | ) | $ | (23,713 | ) | $ | (20,480 | ) | $ | (23,713 | ) | ||||
Net loss available to common stockholders | $ | (22,574 | ) | $ | (23,713 | ) | $ | (22,574 | ) | $ | (23,713 | ) |
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Net loss per common share - basic and diluted | $ | (4.60 | ) | $ | (47.61 | ) | $ | (92.01 | ) | $ | (952.18 | ) | ||||
Weighted average common shares outstanding - basic and diluted | 4,906,899 | 498,087 | 245,345 | 24,904 | ||||||||||||
| (1) | The net loss at December 31, 2024 has been retrospectively adjusted for the Company's change in accounting policy during September 30, 2025, from a net loss of $21,763 to $26,048 at December 31, 2024. |
| (2) | The pre-split amounts represent amounts from the Company's Quarterly report on Form 10-Q, Note 2 at September 30, 2025. |
(d) | Exhibits. |
3.1 | |
99.1 | |
104 | Cover page Interactive Data File (embedded within the Inline XBRL document) |
MOLECULIN BIOTECH, INC. | |||
| Date: October 20, 2026 | |||
By: | /s/ Jonathan P. Foster | ||
Jonathan P. Foster | |||
Chief Financial Officer | |||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MOLECULIN BIOTECH, INC.
Moleculin Biotech, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) for the purpose of amending its Amended and Restated Certificate of Incorporation in accordance with the General Corporation Law of the State of Delaware, does hereby make and execute this Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, and does hereby certify that:
1. The Board of Directors of the Corporation (the “Board”), acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions amending Article 4.1 of its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), so that effective upon the effective time of this Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware, each twenty (20) shares of the Corporation’s common stock, par value $0.001 per share (hereinafter the “Common Stock”), issued and outstanding shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one share of Common Stock without increasing or decreasing the par value of each share of Common Stock (the “Reverse Stock Split”) and without increasing or decreasing the authorized number of shares of Common Stock (which shall be Five Hundred Million (500,000,000) shares of Common Stock, par value $0.001 per share, authorized) or the Corporation’s preferred stock (which shall be Five Million (5,000,000) shares of preferred stock, par value $0.001 per share, authorized (hereinafter the “Preferred Stock”)); provided, however, no fractional shares of Common Stock shall be issued in connection with the Reverse Stock Split, and instead, the Corporation shall pay cash (without interest or deduction) equal to such fraction multiplied by the average of the closing sales prices of the common stock on the Nasdaq Capital Market during regular trading hours for the five consecutive trading days immediately preceding the Reverse Stock Split (with such average closing sales prices being adjusted to give effect to the Reverse Stock Split). The Reverse Stock Split shall occur whether or not the certificates representing such shares of Common Stock are surrendered to the Corporation or its transfer agent.
2. Thereafter, pursuant to a resolution of the Board, a meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the foregoing amendment.
3. The foregoing amendment has been duly adopted by the stockholders of the Corporation in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
4. This amendment shall be effective as of 12:01 a.m., Eastern Time, on October 20, 2026.
IN WITNESS WHEREOF, I have signed this Certificate this 15th day of October 2026.
| MOLECULIN BIOTECH, INC. |
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| By: | /s/ Jonathan P. Foster |
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| Name: Jonathan P. Foster |
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| Title: Chief Financial Officer |
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Exhibit 99.1
Moleculin Announces Reverse Stock Split
HOUSTON, October 16, 2026 — Moleculin Biotech, Inc., (Nasdaq: MBRX) (“Moleculin” or the “Company”), today announced that it filed an amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split of its common stock. The reverse stock split will take effect at 12:01 am (Eastern Time) on October 20, 2026, and the Company’s common stock will open for trading on The Nasdaq Capital Market on October 20, 2026 on a post-split basis, under the existing ticker symbol “MBRX” but with a new CUSIP number 60855D 507.
As a result of the reverse stock split, every 20 shares of the Company’s common stock issued and outstanding prior to the opening of trading on October 20, 2026 will be consolidated into one issued and outstanding share, with no change in the nominal par value per share of $0.001. No fractional shares will be issued if, as a result of the reverse stock split, a stockholder would become entitled to a fractional share because the number of shares of common stock they hold before the reverse stock split is not evenly divisible by the split ratio. Instead, the stockholder will be entitled to receive a cash payment in lieu of a fractional share.
As a result of the reverse stock split, the number of shares of common stock outstanding will be reduced from approximately 20.9 million shares to approximately 1.05 million shares, and the number of authorized shares of common stock will remain at 500 million shares.
About Moleculin Biotech, Inc.
Moleculin Biotech, Inc. is a Phase 3 clinical stage pharmaceutical company advancing a pipeline of therapeutic candidates addressing hard-to-treat tumors and viruses. The Company’s lead program, Annamycin (also known as naxtarubicin), has shown to be an efficacious and well tolerated anthracycline designed to avoid multidrug resistance mechanisms and to lack the cardiotoxicity common with currently prescribed anthracyclines. Annamycin is currently in development for the treatment of relapsed or refractory acute myeloid leukemia (AML) and soft tissue sarcoma (STS) lung metastases.
The Company is conducting the MIRACLE (Moleculin R/R AML AnnAraC Clinical Evaluation) Trial (MB-108), a pivotal, adaptive design, multi-center, randomized, double-blind, placebo-controlled Phase 2/3 trial evaluating Annamycin in combination with cytarabine (also referred to as “Ara-C”), together referred to as AnnAraC, for the treatment of relapsed or refractory acute myeloid leukemia. Following a successful Phase 1B/2 study (MB-106), with input from the FDA, the Company believes it has substantially de-risked the development pathway toward a potential approval for Annamycin for the treatment of AML. This study remains subject to appropriate future filings with potential additional feedback from the FDA and their foreign equivalents.
Additionally, the Company is developing WP1066, an Immune/Transcription Modulator capable of inhibiting p-STAT3 and other oncogenic transcription factors while also stimulating a natural immune response, targeting brain tumors, pancreatic and other cancers. Moleculin also has in its pipeline a portfolio of antimetabolites, including WP1122 for the potential treatment of pathogenic viruses, as well as certain cancer indications.
For more information about the Company, please visit www.moleculin.com and connect on X, LinkedIn and Facebook.
Forward-Looking Statements
Some of the statements in this release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. Forward-looking statements in this press release include, without limitation, the timing and completion of the reverse split, and the Company’s anticipated need for significant additional financing. Moleculin will require significant additional financing, for which the Company has no commitments, in order to conduct its clinical trials as described in this press release, and the milestones described in this press release assume the Company’s ability to secure such financing on a timely basis. Although Moleculin believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Moleculin has attempted to identify forward-looking statements by terminology including ‘believes,’ ‘estimates,’ ‘anticipates,’ ‘expects,’ ‘plans,’ ‘projects,’ ‘intends,’ ‘potential,’ ‘may,’ ‘could,’ ‘might,’ ‘will,’ ‘should,’ ‘approximately’ or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including those discussed under Item 1A. “Risk Factors” in our most recently filed Form 10-K filed with the Securities and Exchange Commission (SEC) and updated from time to time in our Form 10-Q filings and in our other public filings with the SEC. Any forward-looking statements contained in this release speak only as of its date. We undertake no obligation to update any forward-looking statements contained in this release to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events.
Investor Contact:
JTC Team, LLC
Jenene Thomas
(908) 824-0775
MBRX@jtcir.com