HOUSTON, Dec. 20,
2023 /PRNewswire/ -- Moleculin Biotech, Inc. (NASDAQ:
MBRX) (Moleculin or the Company), a clinical stage pharmaceutical
company with a broad portfolio of drug candidates targeting
hard-to-treat tumors and viruses, today announced that it has
entered into a securities purchase agreement with a single
healthcare-focused institutional investor and certain of the
Company's executive officers and directors to purchase 7,044,836
shares of common stock (or pre-funded warrants in lieu thereof) in
a registered direct offering priced at-the-market under Nasdaq
rules. In a concurrent private placement, the Company also agreed
to issue unregistered warrants to purchase up to an aggregate of
14,089,672 shares of common stock. The combined effective offering
price for each share of common stock (or pre-funded warrant in lieu
thereof) and accompanying warrants is $0.64 for the institutional investor, and
$0.69 for the executive officers and
directors. The warrants will have an exercise price of $0.64 per share, expire five years from the date
of stockholder approval and will become exercisable beginning on
the effective date of stockholder approval for the shares issuable
upon the exercise of the warrants.
The gross proceeds to the Company from the registered direct
offering and concurrent private placement are estimated to be
approximately $4.5 million before
deducting the placement agent's fees and other estimated offering
expenses payable by the Company. The offering is expected to close
on or about December 26, 2023,
subject to the satisfaction of customary closing conditions.
Maxim Group LLC is acting as the sole placement agent in
connection with the offering.
The shares of common stock (or pre-funded warrants in lieu
thereof) are being offered pursuant to a shelf registration
statement on Form S-3 (File No. 333-256627), which was declared
effective by the U.S. Securities and Exchange Commission (the
"SEC") on June 11, 2021. The offering
of shares of common stock (or pre-funded warrants in lieu thereof)
will be made only by means of a prospectus supplement that forms a
part of such registration statement. The warrants to be issued in
the concurrent private placement and the shares issuable upon
exercise of such warrants were offered in a private placement under
Section 4(a)(2) of the Securities Act of 1933, as amended (the
"Act"), and Regulation D promulgated thereunder and have not been
registered under the Act or applicable state securities laws.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor will there be any sales of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction. A
prospectus supplement relating to the shares of common stock and
pre-funded warrants will be filed by the Company with the SEC. When
available, copies of the prospectus supplement relating to the
registered direct offering, together with the accompanying
prospectus, can be obtained at the SEC's website at www.sec.gov or
from Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate
Department, or via email at syndicate@maximgrp.com or telephone at
(212) 895-3500.
About Moleculin Biotech, Inc.
Moleculin Biotech, Inc. is a clinical stage pharmaceutical
company with a growing pipeline, including Phase 2 clinical
programs, for hard-to-treat tumors and viruses. The Company's lead
program, Annamycin is a next-generation anthracycline designed to
avoid multidrug resistance mechanisms with little to no
cardiotoxicity. Annamycin is currently in development for the
treatment of relapsed or refractory acute myeloid leukemia (AML)
and soft tissue sarcoma (STS) lung metastases.
Additionally, the Company is developing WP1066, an
Immune/Transcription Modulator capable of inhibiting p-STAT3 and
other oncogenic transcription factors while also stimulating a
natural immune response, targeting brain tumors, pancreatic and
other cancers, and WP1220, an analog to WP1066, for the topical
treatment of cutaneous T-cell lymphoma. Moleculin is also engaged
in the development of a portfolio of antimetabolites, including
WP1122 for the potential treatment of certain viruses as well as
cancer indications including brain tumors, pancreatic and other
cancers.
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. Forward-looking statements in this press
release include, without limitation, the satisfaction of customary
closing conditions related to the offering and, the expected timing
of the closing of the offering. Although Moleculin 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 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 Item 1A. "Risk Factors" in our most recently filed Form 10-K
filed with the Securities and Exchange Commission (SEC) and updated
from time to time in our Form 10-Q filings and in our other public
filings with the SEC. 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.
Investor Contact:
JTC Team, LLC
Jenene Thomas
(833) 475-8247
MBRX@jtcir.com
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SOURCE Moleculin Biotech, Inc.