Moleculin Biotech, Inc.

Notes to the Consolidated Financial Statements

1. Nature of Business

The terms “MBI” or “the Company”, “we”, “our” and “us” are used herein to refer to Moleculin Biotech, Inc. MBI is a clinical-stage pharmaceutical company, organized as a Delaware corporation in* July 2015.MBI is a late-stage pharmaceutical development company currently conducting a pivotal Phase2B/3* trial evaluating Annamycin, also known by its non-proprietary name "naxtarubicin", in combination with cytarabine for the treatment of subjects with relapsed/refractory (R/R) acute myeloid leukemia (AML). The Company hastwo additional portfolios of technologies for hard-to-treat cancers and viruses with clinical and preclinical research funded primarily by investigators at academic institutions.

Each of itsthree core technologies is based substantially on discoveries at, or in conjunction with and with rights originating from the University of Texas MD Anderson Cancer Center (MD Anderson) in Houston, Texas, and featuresone or more drugs that have successfully completed a Phase1 clinical trial. Three of its drug candidates have shown human activity in clinical trials and are currently or have been in Phase1B/2 or Phase2 clinical trials. Since MBI’s inception, its drugs have completed, are in planning, are currently in, or have been permitted to proceed in,eighteen clinical trials. Annamycin, in a unique multilamellar lipid formulation, is the Company’s lead molecule, and in2024 MBI has concluded treatment in several Phase1B/2 clinical trials for treating AML and in* March 2025began treating subjects in its Phase2B/3* clinical trial for the treatment of R/R AML. The latter is the main focus the Company’s management and resources. Annamycin was intwo closed or concluded Phase1B/2 clinical trials for treating Soft Tissue Sarcoma metastasized to the lungs (STS lung metastases, STS lung mets, or Advanced STS), withone physician-sponsored. The Company announced in2025 a physician-sponsored trial for Annamycin for the treatment of pancreatic cancer intended to begin in thesecond half of2026. Additionally, there is another phase1B/2 clinical trial that is physician sponsored which is investigating usingWP1066 in combination with radiation for the treatment of glioblastoma, a form of brain cancer, with another similar trial planned within the next year for pediatric brain tumors.

The physician-sponsored trials utilize primarily external funds, such as grant funds, which arenot presented in these financial statements. The Company doesnot have manufacturing facilities, and all manufacturing activities are contracted out tothird parties. Additionally, the Company doesnot have a sales organization. The Company’s overall strategy is to seek potential out-licensing or outsourcing opportunities with development/commercialization strategic partners who are better suited for the marketing, sales and distribution of its drugs, if approved.

In2019, the Company sublicensed its technologies to Animal Life Sciences, Inc. (ALI), to enable research and commercialization for non-human use and share development data. As part of this agreement, ALI issued to the Company a 10% equity interest in ALI.

On* May 23, 2025,the Company received a letter from Nasdaq Stock Market LLC notifying the Company that it wasnot* in compliance with Nasdaq Listing Rule5550(b)(1) (the “Equity Rule”), which requires a minimum of*$2.5* million in stockholders’ equity. The letter also noted that the Company didnot meet the alternative compliance standards of market value of listed securities or net income from continuing operations under the Equity Rule. The notification hadno immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market, and the Company was provided45 calendar days to submit a plan to regain compliance. The Company’s compliance plan was subsequently accepted, and the Nasdaq staff granted an extension of up to 180 calendar days, through* November 19, 2025,*to demonstrate compliance.

On* June 27, 2025,the Company received an additional deficiency letter from the staff of Nasdaq indicating that, for the previous30* consecutive business days, the closing bid price of the Company’s common stock had been below the minimum $1.00 per share requirement for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule5550(a)(2) (the “Bid Price Rule”).

On* November 20, 2025,the Company received a delisting determination letter from Nasdaq stating that the Company hadnot* regained compliance with the Equity Rule within the permitted timeframe. The Company subsequently requested a hearing before a Nasdaq hearing panel (the “Panel”) to appeal the delisting determination.

On* December 15, 2025,the Company received a letter from Nasdaq confirming that the Company had regained compliance with the Bid Price Rule because the closing bid price of the Company’s common stock was $1.00 per share or greater for the10* consecutive business days from* December 1, 2025through December 12, 2025.*Accordingly, this matter was closed.

On* January 6, 2026,*Nasdaq informed the Panel that the Company had regained compliance with the Equity Rule and that the Company was in compliance with all applicable continued listing standards. As a result, the hearing before the Panel was cancelled.

2. Basis of presentation, principles of consolidation and significant accounting policies

Reverse Stock Split -On December 1, 2025,pursuant to authority granted by our stockholders, the Company effected a1-for-25 reverse stock split of our common stock and the filing of an amendment to our amended and restated certificate of incorporation to effectuate the reverse stock split. The amendment provides that, everytwenty-five shares of our issued and outstanding common stock will automatically be combined intoone issued and outstanding share of common stock, without any change in par value per share, which will remain at$0.001. The accompanying consolidated financial statements and notes to the consolidated financial statements give retroactive effect to the reverse stock split for all periods presented. Certain amounts in the financial statements, the notes thereto, and elsewhere in the Form10-K* may*be slightly different than previously reported due to rounding up of fractional shares as a result of the reverse stock split.

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Change in Accounting Policy – During the year ended* December 31, 2025,the Company changed its accounting policy related to the classification of certain outstanding warrants. Prior to the change in accounting policy, the Company's policy was to account for warrants with a certain contingent settlement provision as liability warrants, initially measuring them at fair value on the date of issuance. The warrants were previously remeasured at fair value at the end of each reporting period, with the related liability reflected on the Company's balance sheet. The changes in fair value during each previous reporting period were recognized as a gain (loss) from change in fair value of warrant liability in the Company's condensed consolidated statement of operations. The Company changed its policy and warrants that contain this certain contingent settlement provision are now accounted for as equity under ASC815*-40-15-7C through15-7F and ASC505. The Company concluded that accounting for its warrants as equity instruments is preferable under ASC250, as equity classification better reflects the economic substance of the arrangement and enhances the clarity and consistency of the Company's financial reporting. As a result of this change in accounting policy, all warrants issued prior to2025, and certain warrants issued in2025, that were previously accounted for as liability awards due to the certain contingent settlement provision now meet the equity classification criteria under ASC815-40 and are classified as equity instruments. The effects of the change in accounting policy from warrant liabilities to equity have been retrospectively applied to all periods presented in these consolidated financial statements. Subsequent to the change in accounting policy, certain warrants will continue to be classified as liabilities, as these instruments contain features other than the certain contingent settlement provision that previously resulted in liability classification, which preclude equity classification under applicable accounting guidance. See also Note5 -Warrants and Equity.

As a result of the change in accounting policy, the Company adjusted accumulated deficit, and additional paid-in capital to reverse previously recorded mark-to-market fair value changes of the liability-classified warrants. Accumulated deficit as of* January 1, 2024,*changed from $131.6 million, as reported under the liability classification, to $146.4 million under the equity classification.

The following financial statement line items were impacted by the change in accounting policy, as shown in the table below (in thousands, except for net loss per common share):

**Basis of Presentation -**The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP), and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the SEC).

Principles of consolidation - The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. All material long-lived assets of the Company reside in the United States. In accordance with FASB ASC Topic280, Segment Reporting, the Company views its operations and manages its business asone segment. As a result, the financial information disclosed herein represents all of the material financial information related to its principal operating segment.

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Segment Information - Management has determined that the Company operates inone reportable segment, which is the development and commercialization of drug products. The Company's chief operating decision maker (CODM) is its Chief Executive Officer and Chairman, who reviews financial information presented on a consolidated basis. The CODM primarily uses consolidated net loss, which is also reported on the Consolidated Statements of Operations and Comprehensive Loss as net loss, to assess financial performance and allocate resources. These financial metrics are used by the CODM to make key operating decisions, such as the assessment of segment performance and allocation of resources. The significant expense categories within net loss from operations that the CODM regularly reviews are research and development expenses, general and administrative expenses, and depreciation and amortization. The significant expense categories and subcategories are reported on the Consolidated Statements of Operations and Comprehensive Loss. Other expenses included in the Company’s net loss include change in fair value of warrant liabilities, other income (expense), interest income, net, and any additional non-operating expenses that are reported on the Consolidated Statements of Operations and Comprehensive Loss.

Use of Estimates - The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors* mayaffect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often mayyield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. This process may*result in actual results differing materially from those estimated amounts used in the preparation of financial statements. Estimates are used in the following areas, among others: fair value estimates on intangible assets, warrants, and stock-based compensation expense, as well as accrued expenses and taxes.

Going Concern and Liquidity - These consolidated financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary financing to continue operations and the attainment of profitable operations. As of* December 31, 2025,the Company had an accumulated deficit of $206.0 million since inception and hadnot* yet generated any revenues from operations. Additionally, management anticipates that its cash on hand of $8.9 million as of* December 31, 2025*, along with $8.3 million in gross proceeds via our financing activities during thefirst quarter of2026, isnot sufficient to fund its planned operations for a period of at leastone year from when these consolidated financial statements are issued. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These consolidated financial statements donot include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company intends to seek additional funding throughone or more of the following: a combination of equity offerings, debt financings, government or otherthird-party funding, commercialization, marketing and distribution arrangements, other collaborations, strategic alliances and licensing arrangements and delay planned cash outlays or a combination thereof. There can beno assurance that such events or a combination thereof can be achieved.

Cash and Cash Equivalents - Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. The Company maintains cash accounts principally atone financial institution in the US, which at times,* mayexceed the Federal Deposit Insurance Corporation's limit of$250,000.* The Company considers all highly liquid accounts with original maturities ofthree months or less to be cash equivalents. The Company hasnot experienced any losses from cash balances in excess of the insurance limit. The Company’s management doesnot believe the Company is exposed to significant credit risk at this time due to the financial condition of the financial institution where its cash is held.

**Prepaid Expenses and Other Current Assets -**Prepaid expenses and other current assets consist of the following (in thousands):

Furniture and equipment - Furniture and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line depreciation method as follows:

Depreciation expense was $0.1 million for each of the years ended* December 31, 2025and2024.* Accumulated depreciation was $1.1 million and $1.0 million as of* December 31, 2025and2024,* respectively.

Intangible assets - Intangible assets with finite lives are amortized using the straight-line method over their estimated period of benefit. Acquired intangible assets identified as in-process research and development (IPR&D) assets, are considered indefinite lived until the completion or abandonment of the associated research and development efforts. If the associated research and development effort is abandoned, the related IPR&D assets will be written-off and the Company will record a noncash impairment loss on its statements of operations. For those compounds that reach commercialization, the IPR&D assets will be amortized over their estimated useful lives. Intangible assets are tested for impairment on an annual basis, and between annual tests if indicators of potential impairment exist, using a fair-value-based approach. The Company evaluates the recoverability of intangible assets periodically and takes into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists.No impairments of intangible assets have been identified during any of the periods presented.

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Other non-current assets - In* May 2025,the Company provided a $0.9 million deposit in connection with the MB-108 clinical trial, a Phase2B/3* pivotal study evaluating treatment for relapsed or refractory acute myeloid leukemia in thesecond-line setting. This deposit is expected to be held as a prepayment through the anticipated completion of the study in2029 and, accordingly, has been classified as a non-current asset.

**Operating Lease Right-of-Use Asset -The Company determines if an arrangement is a lease at contract inception or during modifications or renewal of an existing lease. Operating lease assets represent the Company's right to use an underlying asset for the lease term and operating lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date of the lease based upon the present value of lease payments over the lease term. The lease payments used to determine the Company's operating lease assets mayinclude lease incentives, stated rent increases and escalation clauses linked to rates of inflation when determinable and are recognized in the Company's operating lease assets in the Company's consolidated balance sheet. The Company has elected the practical expedient and doesnot separate lease components from nonlease components for its leases. The Company's operating leases are reflected in operating lease right-of-use asset (ROU), accrued expenses and other current liabilities, and operating lease liability - long-term in the Company's consolidated balance sheets. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Short-term leases, defined as leases that have a lease term of12 months or less at the commencement date, are excluded from this treatment and are recognized on a straight-line basis over the term of the lease. Refer to Note8 - Commitments and Contingencies - Lease Obligations Payable for additional information related to the Company’s operating leases.

Sublicense Arrangement - The Company has a sublicense arrangement which consists of an investment in ALI in which it doesnot have the ability to exercise significant influence over its operating and financial activities. Management evaluates this investment for possible impairment quarterly.

**Fair Value of Financial instruments -**The Company’s financial instruments consist primarily of non-trade receivables, accounts payable, accrued expenses, and a warrant liability. The carrying amounts of non-trade receivables, accounts payable, and accrued expenses approximate their fair values due to the short-term maturities of these instruments. The Company’s financial assets and liabilities measured at fair value on a recurring basis include the fair value of its warrant liability, which is discussed further in Note5.

The Company has categorized its assets and liabilities that are valued at fair value on a recurring basis intothree-level fair value hierarchy in accordance with US GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level1) and lowest priority to unobservable inputs (Level3).

Assets and liabilities recorded in the balance sheets at fair value are categorized based on a hierarchy of inputs as follows:

Level1 – Unadjusted quoted prices in active markets of identical assets or liabilities.

Level2 – Quoted prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

Level3 – Unobservable inputs for the asset or liability.

The following table provides the financial assets and liabilities reported at fair value and measured on a recurring basis at* December 31, 2025* and2024 (in thousands):

The following table provides a summary of changes in fair value associated with the Level3 liabilities for the years ended* December 31, 2025* and2024 (in thousands):

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The table above presents a rollforward of the Company’s Level3 liabilities, beginning with the fair value as of* December 31, 2023and reflecting changes in fair value and other activity during the years ended December 31, 2025and2024.* The ending balance of these Level3 financial instruments represents management’s estimate of fair value at the respective reporting date. Because these instruments arenot actively traded, their valuations are based on significant unobservable inputs and arenot derived from observable market prices. Accordingly, the estimated values* may*differ from amounts that could be realized in an immediate settlement.

The Company estimates the fair value of its outstanding warrant liabilities using a Monte Carlo simulation model, as the warrants provide holders with the right, butnot the obligation, to purchase the Company’s common stock at a contractual exercise price. This valuation technique incorporates significant unobservable inputs, including the Company’s stock price, expected volatility, the risk-free interest rate, and the expected term at each measurement date. Accordingly, the warrant liabilities are classified within Level3 of the fair value hierarchy.

The valuation of these instruments is inherently subjective and involves the use of significant estimates and assumptions. Changes in these inputs, including those resulting from factors outside of the Company’s control, such as market conditions or a potential change in control, could result in significant fluctuations in the estimated fair value of the warrant liabilities. Such changes* may*result in material non-cash gains or losses recognized in the Company’s statements of operations in future periods.

Income Taxes - The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of reported assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely thannot that some portion or all of a deferred tax asset willnot be realized.

The Company accounts for uncertain tax positions in accordance with the provisions of ASC740-10 which prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, on its tax return. The Company evaluates and records any uncertain tax positions based on the amount that management deems is more likely thannot to be sustained upon examination and ultimate settlement with the tax authorities in the tax jurisdictions in which it operates.

Translation of Foreign Currencies- The functional currency for the Company's foreign subsidiaries is the local currency. For the Company's non-US subsidiaries that transact in a functional currency other than the US dollar, assets and liabilities are translated at current rates of exchange at the balance sheet date. Income and expense items are translated at the average foreign currency rates for the period. Adjustments resulting from the translation of the financial statements of the Company's foreign operations into US dollars are excluded from the determination of net income and are recorded in accumulated other comprehensive income, a separate component of equity.

Stock-based Compensation - Stock-based compensation expense includes the estimated fair value of equity awards vested or expected to vest during the reporting period. The Company accounts for its stock-based compensation awards in accordance with FASB ASC Topic718, Compensation—Stock Compensation (ASC718). ASC718 requires all stock-based payments to employees, including grants of employee stock options, restricted stock units, modifications to existing stock options, and equity classified warrants to be recognized in the consolidated statements of operations based on their grant date fair values. The grant-date fair value of stock options is estimated using the Black-Scholes option pricing model. The grant-date fair value of restricted stock awards is determined based on the closing price of the Company’s common stock on the date of grant (or, if the grant date isnot a business day, the closing price on the preceding business day). The grant-date fair value of equity-classified warrants is estimated using a Monte Carlo simulation model, which incorporates significant assumptions, including expected volatility, expected term, risk-free interest rate, and the contractual terms of the warrants, including potential path-dependent features. The awards are subject to service vesting conditions. Compensation expense related to stock-based awards with service-based vesting conditions is recognized on a straight-line basis over the requisite service period of the award, which is generally the vesting period, based on the grant-date fair value of the award. The Company recognizes forfeitures as they occur. Compensation expense related to stock-based awards with performance-based vesting conditions is recognized based on the grant-date fair value of the award when it is probable that the performance condition will be achieved and is adjusted for changes in the probability of achievement until the performance condition is satisfied

Net Loss Available to Common Stockholders - Basic net loss per common share is computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. For purposes of this calculation, options to purchase common stock, restricted stock units subject to vesting and warrants to purchase common stock were considered to be common stock equivalents. Shares of the Company's common stock underlying pre-funded warrants are included in the calculation of basic and diluted earnings per share. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. For the years ended* December 31, 2025,and2024,* approximately 2.6 million and 0.4 million (taking into account the reverse stock splits we have completed) of potentially dilutive shares were excluded from the computation of diluted loss per share due to their antidilutive effect.

Research and Development Costs - Research and development costs are expensed as incurred. These costs consist primarily of salaries and benefits of research and development personnel, costs related to research activities, preclinical studies, clinical trials, drug manufacturing and allocated overhead and facility-related expenses.

Subsequent Events - The Company’s management reviewed all material events through the date these consolidated financial statements were issued for subsequent event disclosure consideration as described in Note9 and elsewhere in other notes to the financial statements.

Recent Accounting Pronouncements

In* December 2025,the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU)2025-11, Interim Reporting (Topic270*): Narrow-Scope Improvements. The ASU clarifies the applicability of interim reporting guidance, the form and content of interim financial statements, and the related disclosure requirements. The amendments are intended to improve the organization and consistency of interim reporting guidance and donot change the fundamental nature of interim reporting or expand or reduce existing disclosure requirements. The ASU is effective for interim reporting periods within fiscal years beginning after* December 15, 2027,with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance; however, the Company doesnot* expect the adoption of this standard to have a material impact on its consolidated financial statements.

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In* November 2024and January 2025,FASB issued ASU2024*-03 and ASU2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses, which requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. The amendments to the standards are effective for fiscal years beginning after* December 15, 2026,and for interim periods within fiscal years beginning after December 15, 2027.Early adoption is permitted. The amendments should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the new guidance to determine the impact it may*have on its consolidated financial statements and related disclosures, but expects additional disclosures upon adoption.

In* December 2023,the FASB issued Accounting Standards Update, or ASU2023*-09, Income Taxes (Topic740): Improvements to Income Tax Disclosures. ASU2023-09 improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance is effective for the annual periods beginning after the year ended* December 31, 2024.The Company adopted ASU2023*-09 as of* January 1, 2025,and it has included the necessary disclosures in this Annual Report on Form10*-K.

There areno other effective pronouncements, or pronouncements issued butnot yet effective, which if adopted, would have a material effect on the accompanying financial statements.

3. Intangible Assets

In conjunction with its acquisition of Moleculin, LLC in2016, the Company recognized an intangible asset for acquired in-process research and development (IPR&D) related to the acquiredWP1066 portfolio. As the Company'sWP1066 portfolio is currently in development, the Company’s IPR&D intangible asset willnot be amortized until development is complete. If the associated research and development effort is abandoned, the Company’s IPR&D intangible asset will be written-off and the Company will record a noncash impairment loss on its statements of operations. For those compounds that reach commercialization, the IPR&D assets will be amortized over their estimated useful lives. IPR&D was $11.1 million as of* December 31, 2025* and2024, respectively.

4. Accrued expenses and other current liabilities

Accrued expenses and other current liabilities at* December 31, 2025* and2024 consist of the following components (in thousands):

5. Warrants and Equity

Warrant and Stock Issuances

On* December 21, 2025,the Company entered into separate warrant amendment agreements (collectively, the “Warrant Amendment”) with the holders of its Series E, Series F, and Series G warrants (each as defined below, and collectively, the “Warrants”). Pursuant to the Warrant Amendment, the exercise prices of the Warrants were reduced to $3.90 per share (which were subsequently further adjusted as described in Note9* below). In addition, the Series E and Series F warrants were amended to eliminate certain price adjustment provisions and to revise the definition of “Black-Scholes Value". The revised definition of Black-Scholes Value modified the expected volatility input used in the Black-Scholes option pricing model by eliminating the use of30-day and365-day historical volatility measures and limiting the volatility input to the greater of (i)100-day historical volatility, as obtained from Bloomberg, or (ii)100%. All other inputs to the Black-Scholes model, including the risk-free interest rate, underlying stock price, expected term, and cost of borrowing, remained unchanged. As a result of the Warrant Amendment, the Company determined that the Series E and Series F warrants qualified for equity classification prospectively under applicable accounting guidance. Accordingly, upon the effectiveness of the Warrant Amendment, the Series E and Series F warrants were reclassified from liability to equity. In connection with the reclassification, the Company remeasured the Series E and Series F warrant liabilities to fair value immediately prior to reclassification, resulting in the recognition of a $24.4 million gain in the consolidated statement of operations. The Company then reclassified approximately $16.0 million of Series E and Series F warrant liabilities to additional paid-in capital. In addition, the Company recorded a loss on extinguishment of warrant liabilities of $0.6 million and a warrant-related deemed dividend of $0.1 million, which was recorded within additional paid-in capital and recognized as a reduction to income available to common stockholders.

On* December 9, 2025,the Company entered into warrant exercise inducement agreements with holders of certain outstanding Series C, Series D and Series F warrants, pursuant to which such holders agreed to exercise warrants to purchase an aggregate of 1,044,329 shares of the Company’s common stock at reduced or existing exercise prices in exchange for the issuance of Series G warrants to purchase up to 2,610,823 shares of common stock, representing 250% of the shares underlying the exercised warrants, with afive-year exercise term. The Company received gross proceeds of approximately $6.8 million from the warrant exercises. Pursuant to ASC815,* and in accordance with the Company’s accounting policy, the Company determined that Series G warrants met the criteria for equity classification as of their issuance date.

In* August 2025,the Company entered into a warrant exercise inducement offer letter with holders of certain existing warrants pursuant to which the holders agreed to exercise Series E warrants to purchase up to 648,649 shares of common stock with an exercise price of $9.25 per share in exchange for the Company issuing new Series F warrants to purchase 2,594,595 shares of the Company's common stock. Each Series F warrant had an exercise price of $13.75 per share and is exercisable as of the date of issuance to October 16, 2030.The Company received gross proceeds of $6.0 million. In addition, during Augustand September 2025,119,848 shares of Series E warrants were exercised for $1.1 million. Upon issuance the Series F warrants were initially classified as liability warrants. Pursuant to the Warrant Amendment described above, the Series F warrants were equity-classified as of December 21, 2025.*

In* June 2025,the Company closed a public offering of (i)398,881 shares of the Company’s common stock; (ii) pre-funded warrants to purchase up to an aggregate of 244,319 shares of common stock; and (iii) Series E warrants to initially purchase up to an aggregate of 1,929,600 shares of common stock (of which Series E warrants to purchase 649,649 shares of common stock were exercised as described in the above paragraph). The combined purchase price for the securities was $9.25 per share of common stock (or pre-funded warrant in lieu thereof). Each pre-funded warrant was exercisable forone* share of common stock at an exercise price of $0.025 per share. All of the pre-funded warrants were exercised during thethree months ended* June 30, 2025.Each Series E warrant had an initial exercise price of $9.25 per share (which was subsequently adjusted as described in Note9* below) and became exercisable beginning on the effective date of stockholder approval on* August 18, 2025,at the Company's Annual Meeting. The Company also received approval at the Annual Meeting to increase its authorized shares of common stock to 500,000,000, such that it can issue all shares of common stock required under the Series E warrants upon any future adjustments to the exercise price of the Series E warrants. The Series E warrants provide that if, while the Series E warrants are outstanding, the Company sells any common stock and/or common stock equivalents other than in connection with certain exempt issuances (as defined in the Series E warrant agreement), at a purchase price per share less than the exercise price of the Series E warrants in effect immediately prior to such sale, then immediately after such sale the exercise price of the Series E warrants then in effect will be reduced to an amount equal to such new issuance price, and, the number of shares issuable upon exercise of the Series E warrants will be proportionately adjusted such that the aggregate price will remain unchanged, subject to the floor price of $3.00 (Down Round Feature). The Series E warrants expire on August 18, 2030.As of November 10, 2025,the Company had received gross proceeds of$7.5 million and mayreceive up to an additional approximately $10.3 million in gross proceeds if the Series E warrants are fully exercised for cash. Proceeds of offerings are allocated between common shares and Series E warrantsfirst* by allocating to the Series E warrants classified as a liability based on their fair value and then allocating the residual to the equity instruments, which would include pre-funded warrants. The fair value of the Series E warrants was $16.3 million on the issuance date. Because the fair value of the liability classified warrants issued in the* June 2025offering exceeded the total proceeds,no consideration was allocated to the common stock or pre-funded warrants. The full proceeds from the June 2025offering were recorded as warrant liabilities, and the Company recognized a $10.4 million loss on the issuance of the Series E warrants. The Company also incurred $1.2 million in transaction costs related to the June 2025public offering. Pursuant to the Warrant Amendment,2,628,175 of the Company’s 2,642,420 outstanding Series E warrants were reclassified from warrant liabilities to equity as of December 21, 2025.*

In* February 2025,the Company entered into a securities purchase agreement with an institutional investor for the sale by the Company of 46,000 shares of common stock, and 84,841 pre-funded warrants to purchase shares of common stock, and Series D warrants to purchase up to 261,722 shares of common stock. The combined purchase price for the securities was $26.75 per share of common stock (or pre-funded warrant in lieu thereof). Each pre-funded warrant was exercisable forone* share of common stock at an exercise price of $0.025 per share. All of the pre-funded warrants were exercised during thethree months ended* March 31, 2025.Each Series D warrant will expire five years from the initial exercise date. The Company received gross proceeds of $3.5 million. Based on the change in accounting policy as noted in Note2,* these Series D warrants are classified within equity for all periods presented within these consolidated financial statements.

In* February 2025,the Company entered into a warrant exercise inducement offer letter with a holder of certain existing warrants to receive new warrants to purchase up to a number of shares of common stock equal to200%* of the number of warrant shares issued pursuant to the exercise of such existing warrants to purchase up to 233,143 shares of common stock pursuant to which the holder agreed to exercise for cash their existing warrants at a reduced exercise price of $25.00 in exchange for the Company's agreement to issue the inducement warrants to purchase up to 466,286 shares (Series C warrants) of the Company's common stock. Each Series C warrant had an exercise price of $18.75 and was exercisable as of the date of issuance and* maybe exercised for a period offive years. The Company received gross proceeds of $5.8 million. Total gross proceeds received in thetwo** February 2025transactions were $9.3 million. Based on the change in accounting policy as noted in Note2,* these Series C warrants are classified within equity for all periods presented within these consolidated financial statements.

Other Components of Equity and Share Issuances

During the years ended* December 31, 2025and2024,* the Company issued 2,351 and 273 shares of common stock, respectively, to consultants for services provided and 796 and 819 shares, respectively, upon the vesting of restricted stock units (“RSUs”). In* February 2026,the Company issued 1,997 shares of common stock upon the vesting of RSUs that vested during thefourth* quarter of2025.

Preferred Stock

The Company's certificate of incorporation authorizes the Company to issue these shares inone or more series, to determine the designations and the powers, preferences and relative, participating, optional or other special rights and the qualifications, limitations and restrictions thereof, including the dividend rights, conversion or exchange rights, voting rights (including the number of votes per share), redemption rights and terms, liquidation preferences, sinking fund provisions and the number of shares constituting the series.No preferred stock was issued or outstanding as of* December 31, 2025*.

At Market Issuance Sales Agreement (ATM)

On* December 31, 2025,the Company increased the maximum aggregate gross sales price of the Company’s common stock that maybe offered, issued and sold under a certain At Market Offering Agreement (2025 ATM Agreement) with Roth Capital Partners, LLC (Roth), which the Company initially entered into in July 2025,from $6.5 million to $8.2 million. Pursuant to the terms of the2025* ATM Agreement, the Company* mayoffer and sell shares of its common stock having an aggregate offering price of up to $8.2 million from time to time through or to Roth, acting as sales agent or principal. Roth maysell shares of the Company’s common stock in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and either party mayterminate the2025* ATM Agreement upontwo business days’ notice.

The Company has agreed to pay Roth a commission equal to 3.0% of the gross proceeds from any shares of common stock sold under the2025 ATM Agreement, in addition to reimbursing certain expenses. The2025 ATM Agreement will terminate upon the sale of shares having an aggregate offering price equal to the maximum amount authorized under the agreement. During thefourth quarter of2025, the Company sold 1,130,420 shares of common stock pursuant to the2025 ATM Agreement for gross proceeds of approximately $1.1 million.

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Warrant Background

Upon its issuance of warrants to purchase shares of common stock, the Company evaluates the terms of the warrant issue to determine the appropriate accounting and classification of the warrant issue pursuant to FASB ASC Topic480, Distinguishing Liabilities from Equity, FASB ASC Topic505, Equity, FASB ASC815, Derivatives and Hedging, and ASC718, Compensation - Stock Compensation. Warrants that meet the criteria for liability classification under ASC480, or that donot meet the criteria for equity classification under ASC815 due to exercise contingencies, settlement provisions, or other contractual terms, are accounted for as derivative liabilities.

Liability classified warrants are measured at fair value on the date of issuance and remeasured at fair value at each reporting date in accordance with FASB ASC820, Fair Value Measurement (ASC820), and are presented as warrant liabilities on the Company’s consolidated balance sheet. Changes in the fair value of warrant liabilities are recognized as gains or losses from changes in fair value of warrant liabilities in the Company’s consolidated statement of operations.

Equity-classified warrants issued to non-employees in exchange for services are accounted for in accordance with ASC718, which requires stock-based compensation to be recognized in the consolidated statements of operations based on the warrants’ grant-date fair value. For further information, see Note2, Basis of Presentation, Principles of Consolidation and Significant Accounting Policies—Stock-Based Compensation.

At* December 31, 2025* and2024, the Company has the following warrants outstanding:

(1) If the Company subdivides (by any stock split, stock dividend, recapitalization or otherwise) its outstanding shares of its common stock into a smaller number of shares, the warrant exercise price is proportionately reduced and the number of shares under outstanding warrants is proportionately increased. Additionally, if the Company combines (by combination, reverse stock split or otherwise) its outstanding shares of common stock into a smaller number of shares, the warrant exercise price is proportionately increased and the number of shares under outstanding warrants is proportionately decreased.

Liability Classified Warrants

The Company applies a Monte Carlo simulation model to appropriately reflect the impact of the Down Round Feature to the Series E Warrants. The risk-free interest rate assumption is based upon observed interest rates onzero coupon US Treasury bonds linearly interpolated to obtain a maturity period commensurate with the term of the warrants. Estimated volatility is a measure of the amount by which the Company's stock price is expected to fluctuate each year during the expected life of the warrants.

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The assumptions used in determining the fair value of the Company’s outstanding liability classified warrants as of* December 31, 2025*are as follows:

During the year ended* December 31, 2025,*the exercise price and number of shares underlying certain warrants were adjusted pursuant to the anti-dilution provisions of the warrant agreements. These adjustments were triggered by the Company’s reverse stock split and the issuance of common stock and common stock equivalents at prices below the then-current exercise prices of such warrants. In the aggregate, these adjustments increased the number of shares underlying the affected warrants by 1,528,326 shares. The resulting changes are reflected in the warrant activity rollforward below.

For a summary of the changes in fair value associated with the Company's warrant liability for the years ended* December 31, 2025* and2024, see Note2. Basis of presentation, principles of consolidation and significant accounting policies – Fair Value of Financial Instruments.

Equity Classified Warrants

A summary of the Company's equity classified warrant activity during the year ended* December 31, 2025*and related information follows:

The Company’s equity awards granted during the year ended* December 31, 2025primarily consisted of Series C and Series D warrants granted during the quarter ended March 31, 2025,Series G warrants issued in connection with the Company’s warrant exercise inducement in December 2025,and Series E and Series F warrants that were reclassified to equity upon execution of the Warrant Amendment in December 2025.Equity awards exercised during the year ended December 31, 2025*primarily consisted of the exercise of Series A, B, C, D, E and F warrants.

In* September 2025,the Company granted equity classified warrants to purchase up to 14,000 shares of the Company’s common stock with aten year term and an exercise price of $10.75 per share. These warrants vest annually over four years, subject to continued service. In July 2025,the Company issued 8,000 equity-classified warrants to a consultant, of which 4,000 vested immediately and 4,000 vest upon the execution of a letter of intent or the closing of a licensing transaction with a value of$10.0* million or more. In* January 2025,the Company granted equity classified warrants totwo* consultants to purchase up to 2,000 shares of common stock each, with aten-year term and an exercise price of $41.00 per share. Of these warrants,2,000 vest upon the performance of specified services and the remaining 2,000 vest annually over four years.

In* October 2024,the Company issued equity classified warrants to consultants to purchase up to 1,440 shares of common stock. Of these warrants,1,200 vest annually over four years,200 vest monthly over three years, and 40 vested immediately upon issuance. In March 2024,*the Company granted equity classified warrants to purchase up to 133 shares of common stock with aten year term and an exercise price of $228.75 per share. These warrants vest annually over four years, subject to continued service.

6. Stock Based Compensation

Stock Plan, Stock-based Compensation and Outstanding Awards

In* October 2024,the Company’s Board of Directors approved the Moleculin Biotech, Inc.2024 Equity Incentive Plan (the“2024* Stock Plan”), which replaced the Company’s2015 Stock Plan. The2024 Stock Plan provides for the grant of stock options, stock awards, stock unit awards, and stock appreciation rights to employees, non-employee directors, and consultants of the Company.

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All share and per share amounts presented herein reflect the effect of the Company’s1-for-25 reverse stock split completed on* December 1, 2025.*

As initially approved,40,000 shares of the Company’s common stock were reserved for issuance under the2024 Stock Plan. In* August 2025,the Company’s stockholders approved an amendment to the2024* Stock Plan to increase the number of shares authorized for issuance from 40,000 shares to 280,000 shares of the Company’s common stock. As of* December 31, 2025,there were 22,105 shares available for future issuance under the2024* Stock Plan.

Stock-based compensation expense for the years ended* December 31, 2025* and2024 is as follows (in thousands):

Each of the Company’s stock-based compensation arrangements are discussed below.

Stock Options

Stock option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant. Stock option awards generally have a 10-year contractual term and vest over a 4-year period for employees and over a 1 to 3-year period for directors from the grant date on a straight-line basis over the requisite service period. The grant-date fair value of stock options is determined using the Black-Scholes option-pricing model (BSM). Additionally, the Company’s stock options provide for full vesting of unvested outstanding options, in the event of a change of control of the Company.

The fair value of each stock option is estimated on the date of grant using the BSM model that uses the assumptions noted below. The expected term of the stock option awards was computed using the plain vanilla method as prescribed by the Securities and Exchange Commission Staff Accounting Bulletin107 because the Company doesnot have sufficient data regarding employee exercise behavior to estimate the expected term. Beginning in2020, the Company used the volatility of its own stock in the BSM as it now has sufficient historic data in its stock price. The risk-free rate for periods within the contractual life of the option is based on the US Treasury yield curve in effect at the time of grant.

The fair value of the option grants has been estimated, with the following weighted-average assumptions:

Stock option activity for the year ended* December 31, 2025* is as follows:

Options granted during2025 and2024 have an aggregated grant date fair value of $1.5 million and $1.1 million, respectively, that was calculated using the Black-Scholes option-pricing model. At* December 31, 2025*, total compensation costnot yet recognized was$2.5 millionand the weighted average period over which this amount is expected to be recognized is 3.9 years. The aggregate fair value of options vested was $1.1 million and $1.2 million in the years ended* December 31, 2025* and2024, respectively.

The Company recorded stock compensation expense for the non-employee consulting agreements of $88,000 and $120,000 for the years ended* December 31, 2025* and2024, respectively. At* December 31, 2025*, there was $8,000 of unrecognized stock compensation expense related to the Company's equity-classified warrants.

Restricted Stock Units

Restricted stock units (RSU) are granted with a grant date fair value determined using the closing price of the Company's common stock on the grant date. Restricted stock units vest annually infour equal installments. Additionally, the Company's restricted stock unit agreements provide for full vesting of the restricted stock award in the event of a change of control of the Company.

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RSU activity for the year ended* December 31, 2025* is as follows:

As of* December 31, 2025*, total compensation cost for RSUsnot yet recognized was $0.7 million and the weighted average period over which this amount is expected to be recognized is 2.6 years.

Performance-Based Restricted Stock Units

Performance-based restricted stock units (PSU) are granted primarily to our executive officers and only vest when specific conditions are met based on pre-established performance goals for the Company. PSUs are expensed only when meeting those conditions are deemed probable.

PSU activity for the year ended* December 31, 2025* is as follows:

As of* December 31, 2025*, total compensation cost for PSUsnot yet recognized was $1.7 million. The weighted average remaining contract term for these awards is 9.9 years.

In* November 2025,the Company granted 62,000 PSUs to executive officers. Each PSU vests in equal tranches upon the achievement of specified clinical and operational milestones related to the Company’s MIRACLE clinical trial, including patient enrollment thresholds, achievement of defined clinical data outcomes, and advancement to subsequent study phases. Vesting of each tranche is subject to certification by the Company’s board of directors or its compensation committee. Stock-based compensation expense for these performance-based awards is recognized when achievement of the applicable performance conditions is considered probable, based on management’s best estimates, which incorporate the inherent risks and uncertainties associated with achieving the underlying milestones. As of the issuance date and through December 31, 2025,*none of the performance conditions were considered probable; accordingly,no compensation expense was recognized for these performance-based vesting awards.

In* December 2023,the Company granted 2,935 PSUs to executive officers. Each PSU will vest upon thefirst* of the following to occur: (a) a licensing transaction with a valuation, at the time, in excess of $150 million, which valuation shall be determined by the Board; (b) the filing of a new drug application; or (c) upon a Change in Control (as defined in the Plan), in each case subject to the respective executive officer's continued service with the Company as of each such vesting date. Recognition of stock-based compensation expense associated with these performance-based stock options commences when the performance condition is considered probable of achievement, using management’s best estimates, which consider the inherent risk and uncertainty regarding the future outcomes of the milestones. As of the date of issuance and through* December 31, 2025*,none of the performance goals were deemed probable, and as a result,no expense was recognized for these performance-based vesting awards.

7. Income Taxes

The provision for income taxes consists of the following components (in thousands):

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The following summarizes activity related to the Company’s valuation allowance (in thousands):

The domestic and foreign components of the Company's loss before tax provision for the years ended* December 31, 2025and2024,* were as follows (in thousands):

The following summarizes the Company’s cash taxes paid by jurisdiction (in thousands):

A reconciliation of the income tax benefit computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows (in thousands):

The principal components of the Company’s deferred tax assets and liabilities consist of the following (in thousands):

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The Company has incurred net operating losses since inception. As of* December 31, 2025*, the Company had total US federal operating loss carry forwards of approximately $76.1 million. Of this, $6.1 million will expire commencing in2035, with the rest havingno set expiration date. The value of these carryforwards depends on the Company’s ability to generate taxable income. Additionally, because federal tax laws limit the time during which the net operating loss carryforwards* maybe applied against future taxes, if the Company fails to generate taxable income prior to the expiration dates of the carry forwards the Company may**not* be able to fully utilize the net operating loss carryforwards to reduce future income taxes. Net operating loss carry forwards generated in2018 and later years donot expire, but will only be able to offset80% of future taxable income. Finally, the Company hasnot undertaken a detailed analysis of the application of IRC Section382 with respect to limitations on the utilization of net operating loss carryforwards and other deferred tax assets as management doesnot believe an ownership change has occurred within the meaning of IRC Section382. Management intends to undertake a Section382 analysis prior to the utilization of any net operating loss carryforwards in the future. Based on current and ongoing losses, there is a full valuation allowance against the deferred tax asset for these carryforwards.

The Company conducts business in various locations and, as a result, files income tax returns in the United States federal jurisdiction, in multiple state jurisdictions, and internationally as required. As of* December 31, 2025*, the Company had state operating losses of approximately $6.2 million which expire commencing in2036. Since the Company is in a loss carryforward position, the Company is generally subject to examination by the US federal, state and local income tax authorities for all tax years in which a loss carryforward is available.

Management has evaluated the positive and negative evidence for the realizability of its deferred tax assets. The Company has cumulative losses and there isno assurance of future taxable income, therefore, valuation allowances have been recorded to fully offset the deferred tax asset at* December 31, 2025*. A valuation allowance of $43.7 million and$38.6 million has been established at* December 31, 2025* and2024, respectively. The change in the valuation allowance for the year ended* December 31, 2025* was primarily due to additional operating losses and capitalized research costs.

The Company conducts research and development (“R&D”) activities that qualify for tax credits in both the United States and Australia. For U.S. federal income tax purposes, R&D tax credits are accounted for under ASC740, Income Taxes. The Company has recorded a full valuation allowance against its U.S. federal R&D tax credit carryforwards, as it has determined that it is more likely thannot that these deferred tax assets willnot be realized. These credits, ifnot utilized, will begin to expire in2037. For Australian purposes, the Company* maybe eligible to receive refundable tax incentives under the Australian Research and Development Tax Incentive program. As these incentives are refundable in cash and arenot* dependent on future taxable income, the Company recognizes the benefit of the Australian R&D incentive as a reduction to research and development expense in the consolidated statements of operations when it is probable that (i) the Company will comply with the relevant program requirements and (ii) the incentive will be received. During the year ended* December 31, 2025,the Company received $0.1 million in cash refunds related to a $0.2 million refundable R&D tax credit associated with its2023* R&D activities in Australia, which was recognized in2024.

The Company has a liability for unrecognized tax benefits of $0.3 million(excluding accrued interest and penalties) as of* December 31, 2025*. The Company's policy is to record interest and penalties related to income taxes as part of its income tax provision.

A reconciliation of the beginning and ending unrecognized tax benefits excluding interest and penalties is as follows (in thousands):

The Company doesnot believe that its tax positions will significantly change due to any settlement and/or expiration of statutes of limitations prior to* December 31, 2025* within the next year.

On* July 4, 2025,the One Big Beautiful Bill Act (OBBBA) (H.R.1) was signed into law by the President of the United States. The OBBBA contains significant provisions impacting corporate taxation in the U.S. with multiple effective dates. Among the changes effective in2025* are modifications to capitalization of domestic research and development costs, accelerated depreciation of fixed assets and other qualifying property, as well as limitations on deductions for interest expense. Changes effective in2026 include, among others, modifications to certain international tax provisions. The impacts of OBBBA are reflected in our results for the year ended* December 31, 2025.There wasno* material effect on our income tax expense or effective tax rate.

8. Commitments and Contingencies

In addition to the commitments and contingencies described elsewhere in these notes, see below for a discussion of the Company's commitments and contingencies for the years ended* December 31, 2025*, and* December 31, 2024*, respectively.

Lease Obligations Payable

In* September 2023,the Company executed an amendment to extend the corporate office lease until August 31, 2029,*with an option to renew. The Company is required to remit base monthly rent of approximately $4,700 which will increase at an average approximate rate of 2% each year. The Company is also required to pay additional rent in the form of its pro-rata share of certain specified operating expenses of the building. The leased space is located in Houston, Texas. The corporate office lease is classified as an operating lease.

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In* June 2022,the Company entered into a Second Amendment to its Lease Agreement (Lab Lease) which it uses for lab space. The term of the Lease will continue through September 30, 2027,withno* further right or option to renew. The Company is required to remit base monthly rent which will increase at an average approximate rate of 3% each year. The Lab Lease is classified as an operating lease. In* August 2019,the Company entered into a sublease (which was extended in2022* in connection with the lease extension) with a related party, Houston Pharmaceuticals, Inc. (HPI). The Company has granted HPI access to all of its Lab Lease space and HPI has agreed to pay the Company 50% of the Company's rent payable under the Lab Lease less 50% of any benefits from any sublease or other lab service agreement the Company* mayreceive from its Lab Lease. Although HPI has access to the Company's Lab Lease space, it is the intent of the parties that they equally share the Lab Lease space for research purposes. The Company recorded approximately $49,000 in sublease income from the related party for the years ended December 31, 2025* and* December 31, 2024*. Sublease income is recorded as other income on the Company's consolidated statement of operations and comprehensive loss.

The following summarizes quantitative information about the Company's operating leases for the years ended* December 31, 2025*, and* December 31, 2024*, respectively (in thousands):

Other supplemental cash flow information for operating leases is as follows (in thousands):

As of* December 31, 2025*, future minimum leases under ASC842 under the Company's operating leases were as follows (in thousands):

As of* December 31, 2025*, the weighted average remaining lease term for operating leases is 2.8 years, and the weighted average discount rate is 9.6%. The interest rate implicit in lease contracts is typicallynot readily determinable and as such, the Company uses an incremental borrowing rate based on a peer analysis using information available at the commencement date, which represents an internally developed rate that would be incurred to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in a similar economic environment.

Licenses

MD Anderson

Under license and option agreements associated with Annamycin, theWP1122 Portfolio and theWP1066 Portfolio all described below, the Company is responsible for certain license, milestone and royalty payments over the course of the agreements. Annual license fees can cost as high as $0.1 million depending upon the anniversary, milestone payments for the commencement of phase II and phase III clinical trials, for the submission of an NDA to the FDA and for the receipt of marketing approval for sale of a license product can cost as high as $0.6 million, depending upon certain terms and conditions.Not all of these payments are applicable to every drug. Total expenses under these agreements were $147,000 and $229,000, respectively, for the years ended* December 31, 2025and2024.*

Annamycin

On* June 29, 2017,the Company entered into a Patent and Technology License Agreement with MD Anderson licensing certain technology related to the method of preparing Liposomal Annamycin and on December 17, 2021the Company entered into an amendment to this agreement to include certain technology related to the method of reconstituting Liposomal Annamycin. On December 2, 2021,the Company entered into a Patent and Technology License Agreement with MD Anderson licensing certain technology related to lung targeted therapies with Annamycin. The terms and payments of these agreements are included in the summary above under Commitments and Contingencies – Licenses – MD Anderson. The terms of these agreements extend until the later of20* years from the effective date of the agreements, or the expiration of the last-to-expire licensed patent. In addition, commencing on thefour-year anniversary of each agreement, MD Anderson has the right to remove any jurisdiction from such agreement, upon90 days’ notice, if the Company hasnot commercialized or isnot using commercially reasonable efforts actively and effectively to attempt to commercialize a licensed invention in such jurisdiction.

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WP1066 Portfolio

The rights and obligations to a* June 2010Patent and Technology License Agreement entered into by and between Moleculin LLC and MD Anderson (2010 Agreement) have been assigned MBI. Therefore, MBI has obtained a royalty-bearing, worldwide, exclusive license to intellectual property rights, including patent rights, related to itsWP1066* drug product candidate. On* February 3, 2022,the Company entered into a new patent and technology license agreement (2022 Agreement) with MD Anderson licensing certain technology related toWP1066* checkpoint inhibitors. In* January 2024the Company notified MD Anderson that it was terminating this license. In consideration for these agreements, the Company must make payments to MD Anderson including an up-front payment, milestone payments and minimum annual royalty payments for sales of products developed under the license agreement. Annual Maintenance fee payments willno* longer be due upon marketing approval in any country of a licensed product under the2010 Agreement. One-time milestone payments are due upon commencement of thefirst Phase III study for a licensed product within the United States, Europe, China or Japan; upon submission of thefirst NDA for a licensed product in the United States; and upon receipt of thefirst marketing approval for sale of a licensed product in the United States. The term of the2010 Agreement extends until the later of15 years from the effective date of the agreement, or the expiration of the last-to-expire licensed patent. The Company has rights as co-inventors to certain technology related to an intravenous formulation forWP1066. Additionally, the Company has exclusive, world-wide rights to MD Anderson’s co-inventor rights to the same technology via an option. Such option is related to the Company maintaining its Sponsored Research Agreement, discussed below, with MD Anderson into2027.

WP1122 Portfolio

The rights and obligations to an* April 2012Patent and Technology License Agreement entered into by and between IntertechBio and MD Anderson (2012 Agreement) have been assigned to MBI. Therefore, MBI has obtained a royalty-bearing, worldwide, exclusive license to intellectual property, including patent rights, related to itsWP1122* Portfolio and to its drug product candidate,WP1122. On* October 21, 2022,the Company entered into a new patent and technology license agreement (2022 Agreement) with MD Anderson for an additional molecule under theWP1122* Portfolio. On* December 3, 2021,the Company entered into a new patent and technology license agreement (2021 Agreement) with MD Anderson licensing certain technology related toWP1122* anti-viral treatments. The2012 Agreement was amended in* May 2020to allow for the extension of certain milestones. The initial milestone required the Company to file an IND with the FDA for a Phase I study by February 20, 2021.The Company extended the deadline for this milestone bysix* months by making the required extension payment, and the Company has the right to receivetwo additionalsix-month extensions in the future by making additional extension payments. On* August 3, 2021,the Company filed a CTA for the application ofWP1122* in the United Kingdom to commence a Phase1a clinical trial ofWP1122. MD Anderson agreed that this CTA filing would further extend the deadline to file an IND with the FDA for a Phase I study until* February 2022.In December 2021,the Company submitted an IND for the treatment of GBM withWP1122* to the FDA, thus meeting the IND filing milestone. The term of the2012 agreement extends until the later of15 years from the effective date of the agreement, or the expiration of the last-to-expire licensed patent. In addition, MD Anderson* mayterminate the2012* agreement if the Company fails to commence a Phase2 study for licensed product prior to* November 20, 2024,which hasnot* occurred. The term of the2021 agreement extends until the later of20 years from the effective date of the agreement, or the expiration of the last-to-expire licensed patent. In an effort to reduce costs, the Company is in the process of replacing its licenses onWP1122 with an option onWP1122 with MD Anderson. Such discussions are being held in conjunction with extending our sponsored research with MD Anderson. There can beno assurance that this process will result to the Company’s satisfaction.

Sponsored Research Agreements with MD Anderson

The Company has a Sponsored Laboratory Study Agreement (Sponsored Research Agreement) with MD Anderson through* March 31, 2027,and is expected to be extended; however, there can beno* assurance that such extension will occur. During thefirst quarter2025, the Company entered into various amendments to the Sponsored Research Agreement with MD Anderson for total additional payments to MD Anderson of $0.3 million to support the project. In* August 2025,the Company executed another amendment to the Sponsored Research Agreement with MD Anderson, extending the ongoing research collaboration. The amendment provides for continued research through March 31, 2027,focused on the development and preclinical evaluation of the Company’s drug candidates. Total funding under the Sponsored Research Agreement, as amended, is approximately $1.6 million, payable in scheduled installments. Expenses recognized under these agreements totaled $0.9 million and $2.1 million for the years ended December 31, 2025* and2024.

Other Guarantees

Bank Guarantee and Letter of Credit

In* December 2023,the Company entered into a letter of credit with its primary banking relationship in the US, or bank guarantee, in the amount of $0.2 million, in connection to a value-added tax (VAT) registration in Poland. In December 2025,*the letter of credit was terminated. To date, there have beenno draws or claims against this bank guarantee.

Employment Agreements

** The Company has agreements with certain executive and other employees to provide benefits in the event of termination. The base salary and certain other benefits would aggregate approximately $5.6 million using the rate of compensation in effect at December 31, 2025.

9. Subsequent Events

On* February 19, 2026,the Company entered into warrant inducement agreements with certain holders of its existing equity-classified Series E and Series F warrants. Pursuant to these agreements, the holders exercised warrants to purchase an aggregate of 2,122,652 shares of the Company’s common stock at an exercise price of $3.90 per share, resulting in gross proceeds of approximately $8.3 million. In connection with these transactions, the number of shares underlying the remaining outstanding Series E warrants increased by 597,359 shares pursuant to the anti-dilution provisions contained in those warrants. In consideration for the exercises, the Company agreed to issue new Series H warrants to purchase up to 6,367,956 shares of common stock. The Series H warrants have afive-year term and an exercise price of $2.3976 per share. The warrants contain customary anti-dilution adjustments and beneficial ownership limitations and will become exercisable upon stockholder approval in April 2026.The Company has agreed to file a resale registration statement covering the shares of common stock issuable upon exercise of the Series H warrants on or before March 31, 2026,and to use commercially reasonable efforts to cause such registration statement to be declared effective by April 30, 2026.*Due to the completion of this transaction, the exercise price of our outstanding Series E warrants was adjusted to $3.00 per share, the exercise price of our outstanding Series F warrants was adjusted to $2.75 per share, and the exercise price of our outstanding Series G warrants was adjusted to $2.3976 per share.