Moleculin Biotech, Inc. 8-K

What Happened

• Moleculin Biotech, Inc. (MBRX) filed an 8-K on Feb 5, 2026 reporting results of its Special Meeting of Stockholders held that day. The record date was Dec 11, 2025, when 2,693,531 shares were outstanding. A quorum was present with 1,196,312 shares represented (44.4% of outstanding).
• Stockholders approved the issuance of up to 2,610,823 shares upon exercise of certain warrants issued on Dec 11, 2025. They also approved an adjournment to solicit additional proxies if needed. A proposed amendment to change the company’s name to “Moleculin Inc.” was not approved.

Key Details

• Record date shares outstanding: 2,693,531 (Dec 11, 2025). Shares present/represented: 1,196,312 (quorum).
• Warrant issuance (Proposal 1): approved by vote — For 578,385; Against 68,176; Abstain 3,444; Broker Non-Votes 546,307. The warrants could convert into up to 2,610,823 shares (≈97% of outstanding shares as of the record date).
• Name change (Proposal 2): failed — For 1,124,921; Against 67,441; Abstain 3,950. The proposal required a majority of all outstanding shares to vote “For” (majority threshold ≈1,346,766); the For votes fell short by 221,845.
• Adjournment (Proposal 3): approved — For 582,534; Against 64,190; Abstain 3,281; Broker Non-Votes 546,307. Approval allows the company to solicit additional proxies if needed.

Why It Matters

• Dilution risk: approval of the warrant exercise means up to 2,610,823 new shares can be issued if those warrants are exercised, which would materially increase the share count (roughly equal to the current outstanding shares). That potential dilution is a key factor for current and prospective investors.
• Name change outcome: the company will retain the name Moleculin Biotech, Inc. because the name-change amendment failed to meet the required majority of outstanding shares.
• Next steps: because an adjournment was approved, the company can seek more proxies and may try to address outstanding items (for example, to satisfy Nasdaq requirements or retry proposals) — shareholders should watch future filings for follow-ups.