MBRX Moleculin Biotech Inc

Item 5.02          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 13, 2016, Moleculin Biotech, Inc. (the “Company”) entered into an employment agreement with Mr. Walter Klemp pursuant to which Mr. Klemp agreed to serve as the Company’s Chief Executive Officer commencing on such date. The agreement provides for an annual salary of $300,000, provided that Mr. Klemp has agreed to defer 50% of his salary for 12 months, which deferred salary will be payable upon Mr. Klemp’s termination or on June 1, 2019. If Mr. Klemp’s employment is terminated at the Company’s election without “cause” (as defined in the agreement), which requires 30 days advanced notice, or by Mr. Klemp for “good reason” (as defined in the agreement), Mr. Klemp shall be entitled to receive severance payments equal to the greater of 12 months of Mr. Klemp’s base salary or the base salary Mr. Klemp would have received had he remained employed through the third anniversary of the date of the agreement. Mr. Klemp has agreed not to compete with the Company for 12 months after the termination of his employment. If the Company determines to retain a new chief executive officer during the term of the agreement, the Company has the option, at its discretion, to convert Mr. Klemp into a consultant of the Company on the same terms as set forth above.

On October 7, 2016, the Company entered into a separation agreement with Mr. Louis Ploth, its former chief financial officer (the “Separation Agreement”), pursuant to which, among other items, Mr. Ploth generally released the Company from any claims he may have against the Company or its affiliates, and the Company agreed to pay Mr. Ploth a severance payment of $100,000 over a 12-month period and to pay Mr. Ploth’s medical insurance premiums until August 31, 2017. Pursuant to the Separation Agreement, Mr. Ploth will be permitted to exercise 25% of the options to purchase common stock granted to Mr. Ploth in December 2015, or 50,000 shares, until May 2020.

The foregoing summary of the Klemp employment agreement and the Separation Agreement does not purport to be complete and is qualified in their entirety by reference to the definitive documents, which are filed as Exhibits 10.1 and 10.2 and are incorporated herein by reference.