Entry into a Material Definitive Agreement.
On March 27, 2019,
Moleculin Biotech, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”)
with Oppenheimer & Co. Inc. (the “Underwriter”) relating to an underwritten offering (the “Offering”)
of 5,250,000 units (each a “Unit”), each Unit consisting of (i) one share of the Company’s common stock, $0.001
par value per share (“Common Stock”), and (ii) 0.5 of a warrant to purchase one share of Common Stock (each a “Warrant”).
The public offering price of the Units was $1.00 per Unit, and the Underwriter has agreed to purchase the Units from the Company
pursuant to the Underwriting Agreement at a price of $0.93 per Unit.
The Warrants included
in the Units will be immediately exercisable at a price of $1.10 per share, subject to adjustment in certain circumstances, and
will expire five years from the date of issuance. The shares of Common Stock are being offered together with the Warrants, but
the securities comprising the Units will be issued separately and will be separately transferable.
The closing of the
Offering is expected to take place on March 29, 2019, subject to the satisfaction of customary closing conditions. The Company
estimates that the net proceeds from the sale of the Units will be approximately $4.65 million after deducting the underwriting
discount and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering
for planned clinical trials, preclinical programs, for other research and development activities and for general corporate purposes.
The Units are being
offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-219434), which became effective
on August 21, 2017.
The Underwriting Agreement
contains customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations
of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of
the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were
made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement,
and may be subject to limitations agreed upon by the contracting parties.
Pursuant to the Underwriting
Agreement, the Company agreed to issue to Oppenheimer & Co. Inc. a warrant (the “Underwriter Warrant”) to purchase
up to 367,500 shares of Common Stock, which equates to 7.0% of the number of shares of Common Stock to be issued and sold in the
Offering. The exercise price of the Underwriter Warrant will be $1.10 per share. The Underwriter Warrant has been deemed underwriting
compensation by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and therefore shall not be sold, transferred,
assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would
result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the
date of effectiveness or commencement of sales of the Offering, pursuant to Rule 5110(g)(1) of FINRA’s Rules.
The Company agreed
to a 75-day “lock-up” (60 days in the case of sales of Common Stock pursuant to its existing equity line with Lincoln
Park Capital) and the Company’s executive officers and directors agreed to a 90-day “lock-up” with respect to
shares of Common Stock and other securities beneficially owned, including securities that are convertible into, or exchangeable
or exercisable for, shares of Common Stock. Subject to certain exceptions, during the applicable lock-up period, the Company and
its executive officers and directors may not offer, sell, pledge or otherwise dispose of the foregoing securities without the prior
written consent of Oppenheimer & Co. Inc.
The foregoing description
of the material terms of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text
thereof, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The foregoing description of the material terms of the Warrant and Underwriter Warrant is not complete and is qualified in its
entirety by reference to the full text of the form of Warrant and Underwriter Warrant, copies of which are filed as Exhibits 4.1
and 4.2 to this Current Report on Form 8-K and are incorporated herein by reference.
The legal opinion of
Schiff Hardin LLP, counsel to the Company, relating to the securities offered is filed as Exhibit 5.1 to this Current Report on