Moleculin Biotech, Inc.

PROPOSAL 1: THE NASDAQ PROPOSAL

We are asking stockholders to approve the issuance of up to 6,367,956 shares of our common stock upon the exercise of certain Warrants (defined below) issued on February 20, 2026, as contemplated by Nasdaq Listing Rule 5635(d), as described in more detail below.

Background

On February 19, 2026, we entered into warrant exercise inducement offer letters (each, an “Inducement Letter”) with holders of certain existing warrants to purchase up to 2,122,652 shares of our common stock with an exercise price of $3.90 per share (the “Existing Warrants”).

Pursuant to the Inducement Letters, each holder agreed to exercise the Existing Warrants, and we agreed to issue to such holder new warrants to purchase up to a number of shares of our common stock equal to 300% of the number of shares of our common stock underlying the exercised Existing Warrants, comprised of new Series H warrants to purchase up to 6,367,956 shares of our common stock (the “Warrants”) with an exercise term of five years from the date the Warrants become exercisable following stockholder approval.

As required by Nasdaq Listing Rule 5635(d), the Warrants will only become exercisable on the effective date of the approval of our shareholders of this proposal at the Special Meeting.

Description of Warrants

The following is a description of the Warrants that we are asking our stockholders to approve at the Special Meeting.

Each Warrant has an exercise price of $2.3976 per share and will be exercisable upon the receipt of stockholder approval at this Special Meeting of the issuance of the common stock underlying the Warrants, and may be exercised for a period of five years from the date of such approval. If, while the Warrants are outstanding, we issue or sell, or are deemed to have issued or sold, any common stock and/or common stock equivalents other than in connection with certain exempt issuances at a purchase price per share less than the exercise price of the Warrants in effect immediately prior to such issuance or sale or deemed issuance or sale, then immediately after such issuance or sale or deemed issuance or sale, the exercise price of the Warrants then in effect will be reduced to an amount equal to the new issuance price, subject to a floor price of $0.962 per share.

Subject to approval of this proposal at the Special Meeting, we may at any time during the term of the Warrants reduce the then current exercise price to any amount and for any period of time deemed appropriate by our board of directors.

The Warrants may only be exercised on a cashless basis if there is no registration statement registering, or the prospectus contained therein is not available for, the resale of the shares of common stock underlying the Warrants by the holders. The holders of a Warrant may not exercise any such warrants to the extent that such exercise would result in the number of shares of common stock beneficially owned by such holders and its affiliates exceeding 4.99% or 9.99% (at the election of the holders) of the total number of shares of common stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the holders’ election not to exceed 9.99%.

In the event of certain fundamental transactions (as defined in the Warrants), the holders of the Warrants will have the right to receive the Black-Scholes value of the Warrants calculated pursuant to a formula set forth in the Warrants, payable either in cash or in the same type or form of consideration that is being offered and paid to the holders of common stock.

We agreed to file a registration statement providing for the resale of the common stock underlying the Warrants (the “Resale Registration Statement”), on or before March 31, 2026, and to use commercially reasonable efforts to have such Resale Registration Statement declared effective by the SEC by April 30, 2026.

Pursuant to the Inducement Letters, with certain exceptions, we agreed that until the later of: (i) 65 days from February 19, 2026 (the date we entered into the Inducement Letters); (ii) the date of the approval by our shareholders of this proposal; or (iii) the effective date of the Resale Registration Statement, we would not issue any common stock or common stock equivalents or file any registration statements.

Purpose of the Nasdaq Proposal

Our common stock is listed on The Nasdaq Capital Market and trades under the ticker symbol “MBRX.” Nasdaq Listing Rule 5635(d) requires stockholder approval of transactions other than public offerings involving the issuance of common stock (or securities convertible into or exercisable for common stock) equal to 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance for less than the greater of book or market value of the stock. The “Minimum Price” under Nasdaq rules is the lower of: (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement.

In order to permit the warrant inducement transaction described above to be priced at the Minimum Price, the Warrants issued were not permitted to be exercised until shareholder approval was received. This proposal is included in this proxy statement for purposes of seeking such required approval.

Potential Consequences if the Nasdaq Proposal is Not Approved

The Board is not seeking the approval of our stockholders to authorize our entry into the Inducement Letters or the issuance of the Warrants, as the transaction was already completed and the Warrants have already been issued. We are only asking for approval to allow the Warrants to become exercisable.

If we do not obtain approval of this Nasdaq Proposal at this Special Meeting, the Warrants will not become exercisable and we will not be able to receive the proceeds from a potential exercise of the Warrants. Assuming all of the Warrants are exercised for cash at the initial exercise price of $2.3976, we would receive $15.3 million in proceeds. In addition, we will be prohibited from issuing any common stock or common stock equivalents or from filing any registration statements until we receive such approval, which will limit our ability to raise new financing in the future.

Potential Adverse Effects of the Approval of the Nasdaq Proposal

If this Nasdaq Proposal is approved, existing stockholders will suffer dilution in their ownership interests in the future as a result of the potential issuance of shares of common stock upon exercise of the Warrants. Assuming the full exercise of the Warrants, an aggregate of 6,367,956 additional shares of common stock will be outstanding and the ownership interest of our existing stockholders would be correspondingly reduced.

The sale into the public market of these shares also could materially and adversely affect the market price of our common stock.

The affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) is necessary to approve the Nasdaq Proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal.The Board recommends that stockholders vote FOR the Nasdaq Proposal.