UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 416, 2024

Molecular Templates, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-32979

94-3409596

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

9301 Amberglen Blvd, Suite 100

Austin, Texas 78729

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (512) 869-1555

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Common Stock, $0.001 par value per share

MTEM

The Nasdaq Capital Market

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 53.0701. ~~Submission~~Notice of ~~Matters~~Delisting or Failure to Satisfy a ~~Vote~~Continued ofListing ~~Security~~Rule ~~Holders~~or Standard; Transfer of Listing.

On December 416, 2024, Molecular Templates, Inc. (the “Company”) ~~reconvened~~received ~~its~~a ~~previously~~notice ~~adjourned~~(the ~~special~~“Notice”) ~~meeting~~from ofthe ~~stockholders~~Listing Qualifications Department (the “~~Special Meeting~~Staff”). of The ~~reconvened~~Nasdaq ~~Special~~Stock ~~Meeting~~Market ~~was~~LLC ~~held~~(“Nasdaq”) ~~virtually~~notifying ~~and~~the ~~commenced~~Company atthat, ~~10:00~~based amupon ~~EST.~~Nasdaq’s Atreview of the ~~Special~~Company ~~Meeting,~~and 2pursuant to Nasdaq Listing Rule 5101,~~479,252~~ ~~shares~~Nasdaq ofbelieves that the Company’s ~~common~~is ~~stock,~~a or“public ~~37.66%~~shell,” ofand that the ~~outstanding~~continued ~~shares~~listing of ~~common~~the ~~stock~~Company’s ~~entitled~~securities tois ~~vote~~no aslonger ofwarranted. Unless the ~~record~~Company ~~date~~timely ofrequests ~~October 15,~~an ~~2024~~appeal, ~~were~~trading ~~present~~of inthe ~~person~~Company’s orcommon ~~represented~~stock bywill ~~proxy.~~be ~~The~~suspended ~~Company~~from ~~has~~trading ~~not~~on ~~received~~the ~~proxies~~Nasdaq ~~that~~Stock ~~would~~Market ~~constitute~~at athe ~~quorum~~opening ~~and~~of ~~has~~business ~~decided~~on toDecember 26, ~~cancel~~2024 ~~the~~and ~~Special~~a ~~Meeting~~Form ~~and~~25 toNotification ~~withdraw~~of ~~from~~Delisting ~~consideration~~will bybe ~~the~~filed ~~Company’s~~with ~~stockholders~~ the ~~proposals~~Securities ~~set~~and ~~forth~~Exchange inCommission, ~~the~~which ~~Proxy~~will ~~Statement.~~remove ~~The~~the ~~reconvened~~Company’s ~~Special~~securities ~~Meeting~~from ~~was~~listing ~~adjourned~~and ~~without~~registration ~~any~~on ~~further~~Nasdaq. ~~business~~The ~~being~~Company ~~conducted~~does ~~and~~not noplan ~~proposals~~to ~~were~~appeal ~~approved~~Nasdaq’s determination.

As previously disclosed, on November 25, 2024, the Company received a written notice from Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company had not yet filed its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024. The Company has not filed its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 as of the date of this Current Report on Form 8-K. In accordance with Nasdaq Listing Rule 5810(c)(2), the Staff advised the Company that the Staff cannot review a plan to regain compliance with this deficiency, and as a result and according to the Notice, the Company’s failure to timely its file its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 serves as an additional and separate basis for delisting.

As previously disclosed, on November 25, 2024, the Company received a written notice from Nasdaq notifying the Company that, for the preceding 30 consecutive business days, the bid price of the Company’s common stock closed below the minimum $1.00 per share required for continued inclusion under Nasdaq Listing Rule 5550(a)(2). In light of the delisting determinations described above, the Staff determined to apply more stringent criteria pursuant to its discretionary authority under Listing Rule 5101 and terminated the 180-day compliance period for this bid price deficiency. As a result and according to the Notice, the Company’s failure to comply with Listing Rule 5550(a)(2) serves as an additional and separate basis for delisting.

Cautionary Information Regarding Trading in the Company’s Securities

The Company cautions that trading in the Company’s securities is highly speculative and poses substantial risks. Trading prices for the Company’s securities likely bear little or no relationship to the actual value realized, if any, by holders of the Company’s securities. The Company currently has extremely limited resources to continue or wind down operations. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.

SIGNATURES

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

	Molecular Templates, Inc.
Dated: December 4, 2024	By:	/s/ Eric E. Poma, Ph.D.
Dated: December 19, 2024
		Name: Eric E. Poma, Ph.D.
	By:	/s/ Eric E. Poma, Ph.D.
		Title: Chief Executive Officer
	Name:	Eric E. Poma, Ph.D.
	Title:	Chief Executive Officer, Chief Scientific Officer and Interim Chief Financial Officer

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