Registration of Additional Securities (up to 20%) (s-1mef)
February 09 2017 - 8:46AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on February 9, 2017.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Moleculin Biotech, Inc.
(Exact Name of Registrant as Specified
in Its Charter)
Delaware
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2834
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47-4671997
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(State or Other Jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer
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Incorporation or Organization)
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Classification Code Number)
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Identification Number)
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2575 West Bellfort, Suite 333
Houston, Texas 77054
(713) 300-5160
(Address, Including Zip Code, and Telephone
Number, Including Area Code, of Registrant’s Principal Executive Offices)
Mr. Walter Klemp, Chief Executive
Officer
2575 West Bellfort, Suite 333
Houston, Texas 77054
(713) 300-5160
(Name, Address, Including Zip Code, and
Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Cavas S. Pavri
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Robert F. Charron, Esq.
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Schiff Hardin LLP
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Ellenoff Grossman & Schole LLP
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100 N. 18th, Suite 300
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1345 Avenue of the Americas
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Philadelphia, PA 19103
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New York, New York 10105-0302
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Telephone: (202) 724-6847
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Telephone: (212) 370-1300
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Fax: (202) 778-6460
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Approximate date of commencement of proposed sale
to the public:
As soon as practicable after the effective date of this Registration Statement.
If
any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box.
x
If
this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the
same offering.
x
333-214898
If
this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If
this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Securities Exchange Act of 1934. (Check one):
Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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CALCULATION OF REGISTRATION FEE
Title of each class of
securities to be registered
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Proposed
maximum
aggregate
offering price (1)
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Amount of
registration fee
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Units, each consisting of one share of Common stock, par value $0.001 per share, and Series A, Series B and Series C Warrants, to purchase shares of Common stock
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$
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9,775.00
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$
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1.13
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Common Stock underlying the Series A Warrants included in the Units
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$
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324,875.00
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$
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37.65
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Common Stock underlying the Series B Warrants included in the Units
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$
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9,775.00
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$
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1.13
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Common Stock underlying the Series C Warrants included in the Units
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$
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324,875.00
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$
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37.65
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Common stock issuable upon exercise of the Representatives’ warrant
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$
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684.25
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$
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0.08
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Total
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$
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669,984.25
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$
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77.65
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(1)
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Estimated solely for the purposes of calculating the
registration fee pursuant to Rule 457(o) promulgated under the Securities Act of 1933.
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(2)
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In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional
amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price
of the securities eligible to be sold under the related Registration Statement on Form S-1 (File No. 333-214898), as amended, is
hereby registered. The registrant previously registered securities with a proposed aggregate offering price of $ $17,652,500.00
on the Registration Statement on Form S-1 (File No. 333-214898), for which a filing fee of $ $2,045.92 was previously paid.
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This Registration Statement shall become
effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
Explanatory Note
This registration statement is being filed
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and includes the registration statement facing page, this
page, the signature page, an exhibit index, an opinion of counsel regarding the legality of the securities being registered and
a related consent, and the consent of the independent registered public accounting firm of Moleculin Biotech, Inc. (“Company”).
This registration statement relates to the Company’s registration statement on Form S-1 (File No. 333-214898), as amended,
including the exhibits and power of attorney thereto (the “Initial Registration Statement”), initially filed by the
Company on December 2, 2016 and declared effective by the Securities and Exchange Commission (the “Commission”) on
February 8, 2017. The Company is filing this registration statement for the sole purpose of increasing the proposed maximum aggregate
offering price of the securities subject of the Initial Registration Statement. Pursuant to Rule 462(b), the contents of the Initial
Registration Statement are incorporated by reference into this registration statement.
SIGNATURES
Pursuant to the requirements of the Securities
Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the city of Houston, Texas, on February 9, 2017.
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MOLECULIN BIOTECH, INC.
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(Registrant)
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By:
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/s/ Walter V. Klemp
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Walter V. Klemp
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Director and Chief Executive Officer
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Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the
dates indicated:
SIGNATURE
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TITLE
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DATE
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/s/ Walter V. Klemp
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Walter V. Klemp
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Chief Executive Officer and Sole Director
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February 9, 2017
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(Principal Executive Officer)
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/s/ Jonathan P. Foster
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Jonathan P. Foster
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Chief Financial Officer
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February 9, 2017
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(Principal Financial Officer and Principal Accounting Officer)
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*
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Donald Picker
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President and Chief Operating Officer
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February 9, 2017
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*
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Robert George
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Director
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February 9, 2017
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*
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Michael Cannon
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Director
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February 9, 2017
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*
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Jacqueline Northcut
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Director
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February 9, 2017
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* By:
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/s/ Walter V. Klemp
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Walter V. Klemp
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Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
Number
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Description
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5
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Opinion of Schiff Hardin LLP as to legality of the securities being registered
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23.1
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Consent of GBH CPAs, PC
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23.2
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Consent of Schiff Hardin LLP (included in Exhibit 5)
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24.1
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Power of Attorney (Filed as an exhibit to the Registrant’s Registration Statement on Form S-1 (File No. 333-214898) and incorporated herein by reference)
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