Prospectus Supplement
No. 1 to Prospectus dated February 9, 2017
Filed Pursuant to 424(b)(3)
and Rule 424(c)
Registration Statement
No. 333-214898
3,710,000 Units
Each Consisting of One Share of Common
Stock and
Series A Warrant to Purchase 0.50 Shares
of Common Stock
Series B Warrant to Purchase One Share
of Common Stock
Series C Warrant to Purchase 0.50 Shares
of Common Stock
Moleculin Biotech, Inc.
This prospectus supplement supplements
the prospectus dated February 9, 2017 (the “Prospectus”), which relates to the offering of 3,710,000 units, with each
unit consisting of: (i) one share of our common stock, (ii) a Series A warrant to purchase 0.50 of a share of our common stock
(and the 1,855,000 shares of our common stock issuable from time to time upon exercise of the Series A warrants), (iii) a Series
B warrant to purchase one share of our common stock (and the 3,710,000 shares of our common stock issuable from time to time upon
exercise of the Series B warrants), and (iv) a Series C warrant to purchase 0.50 of a share of our common stock (and the 1,855,000
shares of our common stock issuable from time to time upon exercise of the Series C warrants). The Series C warrants in a unit
may only be exercised to the extent and in proportion to a holder of the Series C warrants exercising its corresponding Series
B warrants included in the unit. The purchase price for each unit was $1.35. The Series A warrant and Series C warrant have an
exercise price of $1.50 per share. The Series B warrant has an exercise price of $1.35 per share (100% of the unit purchase price).
The Series A and C warrants will expire five years from the closing date of this offering. The Series B warrants will expire 90
days from the closing date of the offering, which occurred on February 14, 2017. The units will not be issued or certificated.
This prospectus supplement incorporates
into our Prospectus the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission
on March 22, 2017.
This prospectus supplement should be read
in conjunction with the Prospectus. This prospectus supplement updates, amends and supplements the information included or incorporated
by reference in the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement,
you should rely on the information in this prospectus supplement.
This prospectus supplement is not complete
without, and may not be delivered or utilized except in connection with, the Prospectus, including any supplements and amendments
thereto.
Our common stock is listed on the NASDAQ
Capital Market under the symbol “MBRX.” On March 22, 2017, the last sale price for our common stock as reported on
the NASDAQ Capital Market was $1.33 per share. There is no established public trading market for the warrants, and we do not expect
a market to develop. In addition, we do not intend to apply for a listing of the warrants on any national securities exchange.
Investing in our securities involves a high degree of risk.
See the section entitled “Risk Factors” appearing on page 12 of the Prospectus for a discussion of information that
should be considered in connection with an investment in our securities.
Neither the Securities and Exchange Commission nor any other
regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement
or the Prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is March 23,
2017
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): March 22, 2017
moleculin
biotech, INC.
(Exact Name of Registrant as Specified in
its Charter)
DELAWARE
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001-37758
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47-4671997
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File No.)
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(I.R.S. Employer Identification No.)
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2575
WEST BELLFORT, SUITE 333, HOUSTON TX 77054
(Address of principal executive offices
and zip code)
(713) 300-5160
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed
from last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(
see
General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
|
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☐
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
|
|
☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-14(c)).
|
On March 22, 2017,
Moleculin Biotech, Inc. (the “Company”) issued a press release announcing its lead candidate, Annamycin (also known
as “Liposomal Annamycin”), an anthracycline, has received Orphan Drug Designation by the U.S. Food and Drug Administration
for the treatment of acute myeloid leukemia. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated
by reference herein.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit No.
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Description
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99.1
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Press release dated March 22, 2017
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SIGNATURE
Pursuant to the requirements
of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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MOLECULIN BIOTECH, INC.
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Date: March 22, 2017
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By:
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/s/ Jonathan Foster
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Jonathan Foster
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Chief Financial Officer
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EXHIBIT INDEX
Exhibit
No.
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Description
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99.1
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Press release dated March 22, 2017
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Exhibit 99.1
Moleculin Receives Orphan
Drug Designation for Annamycin for the Treatment of Acute Myeloid Leukemia
HOUSTON – March 22, 2017 –
Moleculin Biotech, Inc., (NASDAQ: MBRX) ("Moleculin" or the "Company"), a preclinical pharmaceutical company
focused on the development of anti-cancer drug candidates, some of which are based on license agreements with The University of
Texas System on behalf of the M.D. Anderson Cancer Center, today announced its lead candidate, Annamycin (also known as “Liposomal
Annamycin”), an anthracycline, has received Orphan Drug Designation by the U.S. Food and Drug Administration (FDA) for the
treatment of acute myeloid leukemia (AML).
Moleculin’s Chairman and CEO, Walter
Klemp, commented, “We are pleased to report this key milestone and the FDA’s decision to grant Annamycin orphan drug
designation. We look forward to announcing additional milestones in regard to our clinical pathway as we make further progress.”
The FDA grants orphan drug
designation to drugs and biologics that are intended for the treatment of rare diseases that affect fewer than 200,000 people in
the U.S. Orphan drug status is intended to facilitate drug development for rare diseases and may provide several benefits to drug
developers, including tax credits for qualified clinical trials costs, exemptions from certain FDA application fees, and seven
years of market exclusivity upon regulatory product approval.
About AML
Leukemia
is a cancer of the white blood cells and the acute forms of leukemia can manifest quickly and leave patients with limited treatment
options. AML is the most common type of acute leukemia in adults. It occurs when a clone of leukemic progenitor white blood cells
proliferates in the bone marrow suppressing the production of normal blood cells. In order to qualify for a curative bone marrow
transplant, patients must first undergo induction therapy. The current standard of care is the combining of 2 chemotherapeutic
drugs, always including an anthracycline intended to induce a CR or complete response, which has not improved since it was first
used in the 1970’s. We estimate that it has the same cure rate of about 20% as then. Currently, the only viable long term
option for acute leukemia patients is a bone marrow transplant for those 20%, which is successful in a significant number of patients.
For more information on AML click:
http://www.moleculin.com/technology/about-acute-myeloid-leukemia/
.
About Annamycin
Annamycin is an anthracycline intended
for the treatment of relapsed or refractory AML. Annamycin is a unique liposome formulated anthracycline (also referred to in literature
as “L-Annamycin”) that has been designed to produce little to no cardiotoxicity and avoid the multidrug resistance
mechanisms that often defeat current anthracyclines. It has been tested in 114 patients in 6 clinical trials, 3 of which focused
on leukemia, with little to no cardiotoxicity and 3 of those clinical trials focused on leukemia. The Company is working with the
FDA on an investigative new drug application for a Phase I/II trial for second line treatment of relapsed or refractory AML, for
which no approved therapy currently exists.
About Moleculin Biotech,
Inc.
Moleculin Biotech, Inc. is a preclinical
pharmaceutical company focused on the development of anti-cancer drug candidates, some of which are based on discoveries made at
M.D. Anderson Cancer Center. Our lead product candidate is Annamycin, an anthracycline for the treatment of relapsed or refractory
acute myeloid leukemia, more commonly referred to as AML. We also have two pre-clinical small molecule portfolios, one of
which is focused on the modulation of hard-to-target tumor cell signaling mechanisms and the recruitment of the patient’s
own immune system. The other portfolio targets the metabolism of tumors.
For
more information about Moleculin, please visit
http://www.moleculin.com
Forward-Looking Statements
Some of the statements in this release
are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange
Act of 1934 and the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. These statements relate
to future events, future expectations, plans and prospects. Although Moleculin Biotech believes that the expectations reflected
in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different
from the results expressed or implied by such forward-looking statements. Moleculin Biotech has attempted to identify forward-looking
statements by terminology including ''believes,'' ''estimates,'' ''anticipates,'' ''expects,'' ''plans,'' ''projects,'' ''intends,''
''potential,'' ''may,'' ''could,'' ''might,'' ''will,'' ''should,'' ''approximately'' or other words that convey uncertainty of
future events or outcomes to identify these forward-looking statements. These statements are only predictions and involve known
and unknown risks, uncertainties, and other factors, including those discussed under the heading "Risk Factors" in our
Registration Statement on Form S-1 originally filed with the Securities and Exchange Commission on February 7, 2017, as amended
(Registration No. 333-214898). Any forward-looking statements contained in this release speak only as of its date. We undertake
no obligation to update any forward-looking statements contained in this release to reflect events or circumstances occurring after
its date or to reflect the occurrence of unanticipated events.
Contacts
PCG Advisory Group
Investors:
Kirin M. Smith
Chief Operating Officer
D:
646.863.6519
E:
ksmith@pcgadvisory.com
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