Moleculin Announces Exercise of Warrants for $8.3 Million Gross Proceeds

Moleculin Biotech, Inc. , (Nasdaq: MBRX) (“Moleculin” or the “Company”), today announced it has entered into agreements with certain holders of its existing warrants for the immediate exercise of certain outstanding warrants to purchase up to an aggregate of 2,122,652 shares of common stock of the Company at an exercise price of $3.90 per share. The issuance or resale of the shares of common stock issuable upon exercise of the outstanding warrants has been registered pursuant to effective registration statements. The aggregate gross proceeds from the exercise of the existing warrants is expected to total approximately $8.3 million, before deducting financial advisory fees.

Roth Capital Partners is acting as the Company’s financial advisor for this transaction.

In consideration for the immediate exercise of the warrants for cash, the Company will issue new unregistered warrants to purchase shares of common stock. The new warrants will be exercisable for an aggregate of up to 6,367,956 shares of common stock, at an exercise price equal to the lesser of $3.90 per share or the lowest volume weighted average price of the Company’s common stock on any trading day during the next five trading days, will be exercisable upon shareholder approval and for a term of five years from the date of shareholder approval.

The transaction is expected to close on or about February 20, 2026, subject to satisfaction of customary closing conditions. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.

The new warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”) and, along with the shares of common stock issuable upon their exercise, have not been registered under the 1933 Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (“SEC”) or an applicable exemption from such registration requirements. The Company has agreed to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon exercise of the new warrants.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Moleculin Biotech, Inc.