mbrx20250711

mbrx20250711_8k.htm

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): July 11, 2025

MOLECULIN BIOTECH, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-37758		47-4671997
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5300 Memorial Drive, Suite 950, Houston, TX 77007

(Address of principal executive offices, including zip code)

(713) 300-5160

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since 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:

☐	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-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		MBRX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On July 11, 2025, Moleculin Biotech, Inc. (the “Company”), entered into an At The Market Offering Agreement (the “ATM Agreement”) with Roth Capital Partners, LLC (“Roth Capital”). Pursuant to the terms of the ATM Agreement, the Company may sell from time to time through Roth Capital, as sales agent and/or principal, shares of the Company’s common stock, par value $0.001 per share (“Shares”) with an aggregate sales price of up to $6,500,000. The Company intends to use the net proceeds from the sale of the Shares for working capital and for general corporate purposes.

Any sale of Shares pursuant to the ATM Agreement will be made under the Company’s effective “shelf” registration statement (the “Registration Statement”) on Form S-3 (File No. 333-280064), which became effective on July 1, 2024, and included the base prospectus (the “Base Prospectus”), and under the related prospectus supplement (the “ATM Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) dated July 11, 2025. The Shares that may be offered, issued, and sold under the ATM Prospectus is included in the $200,000,000 of securities that may be offered, issued, and sold by the Company under the Base Prospectus.

Under the ATM Agreement, the Company may offer and sell Shares through Roth Capital acting as sales agent and/or principal. Sales can be made by any method deemed an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act or through privately negotiated transactions.

Upon delivery of a sales notice and subject to the terms and conditions of the ATM Agreement, Roth Capital is required to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Shares from time to time based upon the Company’s instructions, including with regard to the number of shares to be issued, the dates on which such sales may be made, any limitation on the number of shares to be sold in any one day and any minimum price below which sales may not be made. Roth Capital may also buy shares as principal for its own account at prices agreed upon at the time of sale, requiring a separate terms agreement. Roth Capital is not under any obligation to purchase Shares on a principal basis pursuant to the ATM Agreement, except as otherwise specifically agreed by Roth Capital and the Company pursuant to a separate terms agreement. The Company or Roth Capital, under certain circumstances and upon notice to the other, may suspend the offering of the Shares under the ATM Agreement.

Roth Capital will be paid a placement fee of 3.0% of the gross sales price of the of the Shares sold pursuant the ATM Agreement. In addition, the Company has agreed to reimburse Roth Capital for the fees and disbursements of its counsel, payable upon execution of the sales agreement, in an amount not to exceed $50,000, excluding any periodic due diligence fees, which the Company has agreed to reimburse Roth Capital up to a maximum of $5,000 per period as defined in the ATM Agreement. The Company has also agreed to indemnify Roth Capital against certain liabilities.

The Company is not obligated to make any sales under the ATM Agreement, and any sales will depend on market conditions and the Company’s capital needs. The offering will terminate upon the sale of shares in an aggregate amount specified in the ATM Agreement or sooner if terminated by either party. The ATM Agreement can be terminated by the Company with two business days’ notice.

The foregoing description of the ATM Agreement is not complete and is qualified in its entirety by reference to the full text of the ATM Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The ATM Agreement is also incorporated by reference into the Registration Statement.

A copy of the opinion of ArentFox Schiff LLP relating to the legality of the Shares issuable under the ATM Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K and is also incorporated by reference into the Registration Statement.

The above disclosure shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01 Financial Statements and Exhibits.

No.		Description
1.1		At The Market Offering Agreement, dated July 11, 2025, by and between Moleculin Biotech, Inc. and Roth Capital Partners, LLC.
5.1		Opinion of ArentFox Schiff LLP
23.1		Consent of ArentFox Schiff LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 11, 2025
	MOLECULIN BIOTECH, INC.

	By:	/s/ Jonathan P. Foster
	Name:	Jonathan P. Foster
	Title:	Chief Financial Officer

Moleculin Biotech Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits