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Item 1.01.
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Entry into a Material Definitive Agreement.
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On February 3, 2021, Moleculin Biotech, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc., as representative of the several underwriters named therein (the “Underwriters”) relating to an underwritten offering (the “Offering”) of 14,273,684 shares of the Company’s common stock, $0.001 par value per share. The public offering price of the common stock sold in the Offering was $4.75 per share, and the Underwriters severally agreed to purchase the shares of common stock from the Company pursuant to the Underwriting Agreement at a price of $4.42 per share. In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to 2,141,052 additional shares of common stock to cover over-allotments in connection with the Offering . The net proceeds to the Company from the Offering are expected to be approximately $62.9 million, after deducting the underwriting discount and estimated offering expenses payable by the Company, assuming no exercise of the underwriters’ option. The closing of the Offering is expected to take place on February 5, 2021, subject to the satisfaction of customary closing conditions. 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 Offering was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-235686), which became effective on April 9, 2020.
The Underwriting Agreement contains customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, 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.
In connection with the Offering, the Company agreed to a 90-day “lock-up” 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 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 Form 8-K.