Moleculin Biotech, Inc.

PROPOSAL 2: TO APPROVE AN AMENDMENT TO THE COMPANY**’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO CHANGE THE COMPANY’S NAME FROM MOLECULIN BIOTECH, INC. TO MOLECULIN INC.

Overview

Our Board has approved, subject to stockholder approval, a certificate of amendment to our Amended and Restated Certificate of Incorporation, as amended (our “Charter”), changing the name of the Company from “Moleculin Biotech, Inc.” to “Moleculin Inc.” We believe that the name “Moleculin” would serve as a more recognizable brand for our company, and better reflects how the market views our company.

Accordingly, our stockholders are being asked to approve an amendment to our Charter in the form attached to this proxy statement as Annex A (the “Certificate of Amendment”), which will effect a change in our name from “Moleculin Biotech, Inc.” to “Moleculin Inc.” by restating Article I of our Charter to read as follows:

The name of the corporation is “Moleculin Inc.” (the "Corporation" or “Company”).

If this proposal is approved by our stockholders at the Special Meeting, we intend to file the Certificate of Amendment, which contains the text of the amendment to Article I stated above, with the Secretary of State of the State of Delaware as soon as practicable following the Special Meeting. Notwithstanding the foregoing, the Board reserves the right to abandon the name change without further action by our stockholders at any time before the filing of the Certificate of Amendment, even if the name change has been authorized by our stockholders at the Special Meeting, and by voting in favor of this proposal you are expressly also authorizing the Board to determine not to proceed with the name change if it should so decide.

In addition, by voting in favor of this proposal, you are expressly also authorizing the Board to amend the Moleculin Biotech, Inc. 2024 Stock Plan solely to reflect the Company’s new name and to make any other ministerial or conforming changes reasonably necessary in connection with the name change, without making any other substantive changes to the terms, conditions, or provisions of such plan that would affect the rights or obligations of participants thereunder.

Following the effective date of a new corporate name, our ticker symbol will not change, but we will receive a new CUSIP number for our common stock. Stockholders will not experience any change in their rights as a stockholder as a result of this amendment to our Charter. Stockholders will not be required to submit their stock certificates for exchange as a result of this proposed name change, and all outstanding stock certificates bearing the former name shall continue to be valid and represent the same number of shares. Following the effective date of the name change, all new stock certificates issued by us will use our new name.

The affirmative vote of the holders of a majority of our outstanding shares of common stock entitled to vote thereon is necessary to approve the Name Change Proposal. Abstentions and broker non-votes will have the same effect as votes against this proposal.The Board recommends that stockholders vote FOR the approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to change the Company’s name from Moleculin Biotech, Inc. to Moleculin Inc.