Moleculin Biotech, Inc.

S-11 mbrx20250326_s1.htm FORM S-1

As filed with the Securities and Exchange Commission on March 31**, 2025.**

Registration No. 333-___________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

5300 Memorial Drive, Suite 950

Houston, Texas 77007

(713) 300-5160

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Walter V. Klemp, Chief Executive Officer and Chairman

5300 Memorial Drive, Suite 950

Houston, Texas 77007

(713) 300-5160

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Cavas S. Pavri

Johnathan C. Duncan

ArentFox Schiff LLP

1717 K Street NW

Washington, DC 20006

Telephone: (202) 857-6000

Fax: (202) 857-6395

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or 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 Securities Exchange Act. (Check one):

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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated March 31**, 2025**

PRELIMINARY PROSPECTUS

18,199,198 Shares of Common Stock

Issuable upon Exercise of Outstanding Warrants

This prospectus covers the offer and resale by the selling stockholder identified in this prospectus of up to an aggregate of 18,199,198 shares of our common stock consisting of (i) 6,542,058 shares of our common stock issuable upon exercise of Series D common stock purchase warrants to purchase 6,542,058 shares of our common stock (the “Series D Warrants”) and (ii) 11,657,140 shares of our common stock issuable upon exercise of Series C common stock purchase warrants to purchase 11,657,140 shares of our common stock (the “Inducement Warrants” and together with the Series D Warrants, the “Warrants”).

We issued the Series D Warrants to the selling stockholder in a private placement (the “February Private Placement”) concurrent with a registered direct offering of 1,150,000 shares of our common stock and pre-funded warrants to purchase 2,121,029 shares of our common stock (the “February Offering”). The closing of the February Offering and February Private Placement occurred on February 26, 2025.

We issued the Inducement Warrants to the selling stockholder in a warrant inducement transaction (the “Warrant Inducement Transaction”) in which the selling stockholder received the Inducement Warrants (also referred to as Series C Warrants) to purchase up to a number of shares of our common stock equal to 200% of the number of warrant shares issued pursuant to the exercise of certain existing warrants to purchase up to 5,828,570 shares of our common stock, which the selling stockholder agreed to exercise for cash at a reduced exercise price of $1.00 per share of common stock in exchange for the Company’s agreement to issue the Inducement Warrants to purchase up to 11,657,140 shares of our common stock. The Inducement Warrants were issued on February 14, 2025.

Subject to certain beneficial ownership limitations described in this prospectus, each of the Series D Warrants will become exercisable upon the receipt of shareholder approval by the Company’s shareholders as required by the rules and regulations of the Nasdaq Stock Market (the “Warrant Stockholder Approval”), will be exercisable for one share of common stock for $1.07 per share, and will expire five years from the date of the Warrant Stockholder Approval (the initial exercise date). The Company has called a special Meeting of Stockholders of the Company to be held on April 9, 2025, for purposes of obtaining the Warrant Stockholder Approval.

Subject to certain beneficial ownership limitations described in this prospectus, each Inducement Warrant is exercisable as of the date of issuance and may be exercised for a period of five years therefrom. Each Inducement Warrant has an exercise price equal to $0.75 per share.

We are not selling any shares of common stock under this prospectus and will not receive any proceeds from the sale by the selling stockholder of such shares.

Sales of the shares by the selling stockholder may occur at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices, at negotiated prices and/or at varying prices determined at the time of sale. The selling stockholder may sell shares directly or to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling stockholder, the purchasers of the shares, or both. The selling stockholder may sell any, all or none of the securities offered by this prospectus and we do not know when or in what amount the selling stockholder may sell its shares of common stock hereunder following the effective date of the registration statement of which this prospectus forms a part. We provide more information about how the selling stockholder may sell or otherwise dispose of its shares of common stock in the section titled “Plan of Distribution” on page 28.

We are paying the cost of registering the shares of common stock covered by this prospectus as well as various related expenses. The selling stockholder is responsible for all selling commissions, transfer taxes and other costs related to the offer and sale of its shares.

Our common stock is listed on The Nasdaq Capital Market, or Nasdaq, and traded under the symbol "MBRX". On March 28, 2025, the closing price of the common stock, as reported on Nasdaq was $1.04 per share.

You should read this prospectus, together with additional information described under the headings“Incorporation of Certain Information by Reference”** and**“Where You Can Find More Information,”** carefully before you invest in any of our securities.**

Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors”beginning on page 7** of this prospectus and in the documents incorporated by reference into this prospectus for a discussion of risks that should be considered in connection with an investment in our securities.**

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025.