Chief Financial Officer Foster Jonathan P. covered exercise/tax liability with 1,715 shares, bought $100,000 worth of shares (270,270 units at $0.37) and converted options into 7,039 shares, increasing direct ownership by 2,298% to 287,587 units (SEC Form 4)
$MBRX
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Moleculin Biotech, Inc. [ MBRX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/20/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/20/2025 | M | 2,711 | A | (1) | 14,704 | D | |||
| Common Stock | 06/20/2025 | F | 661(2) | D | $0.267 | 14,043 | D | |||
| Common Stock | 06/22/2025 | M | 4,328 | A | (1) | 18,371 | D | |||
| Common Stock | 06/22/2025 | F | 1,054(2) | D | $0.267 | 17,317 | D | |||
| Common Stock | 06/23/2025 | P | 270,270 | A | $0.37(5) | 287,587 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 06/20/2025 | M | 2,711 | (3) | (3) | Common Stock | 2,711 | $0 | 231,838 | D | ||||
| Restricted Stock Units | (1) | 06/22/2025 | M | 4,328 | (4) | (4) | Common Stock | 4,328 | $0 | 227,510 | D | ||||
| Series E Warrants | $0.37 | 06/23/2025 | P | 810,810 | (5) | (5) | Common Stock | 810,810 | (5) | 1,038,320 | D | ||||
| Explanation of Responses: |
| 1. Restricted stock units convert into common stock on a one-for-one basis. |
| 2. Shares withheld for payment of taxes upon vesting of restricted stock unit awards. |
| 3. On June 20, 2022, the reporting person was granted 10,846 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date. |
| 4. On June 22, 2023, the reporting person was granted 17,313 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date. |
| 5. On June 23, 2025, the reporting person acquired 270,270 shares of common stock and Series E warrants to purchase 810,810 shares of common stock at a purchase price of $0.37 per share and accompanying warrants in a public offering. The Series E warrants will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the Series E warrants and will expire five years from the date of such approval. |
| /s/ Jonathan P. Foster | 06/23/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||