mbrx20240904_def14a.htm

DEF 14A 1 mbrx20240904_def14a.htm FORM DEF 14A mbrx20240904_def14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

Moleculin Biotech, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Moleculin Biotech, Inc.

5300 Memorial Drive, Suite 950

Houston, TX 77007

(713) 300-5160

To the Stockholders of Moleculin Biotech, Inc.:

You are cordially invited to attend the Annual Meeting of Stockholders of Moleculin Biotech, Inc. on October 24, 2024. The Annual Meeting will begin at 10:00 a.m. local time at the corporate offices of Moleculin Biotech, Inc., 5300 Memorial Drive, Suite 950, Houston, TX 77007.

In accordance with the Securities and Exchange Commission’s “notice and access” model, we are providing our Notice of Annual Meeting of Shareholders, Proxy Statement, Annual Report on Form 10-K and Amendment No. 1 to our Annual Report on Form 10-K/A for the year ended December 31, 2023, to you online with paper copies available, free of charge, upon request. On or about September 13, 2024, we will begin mailing a Notice of Internet Availability of Proxy Materials detailing how to access the proxy materials electronically and how to submit your proxy via the Internet. The Notice of Internet Availability of Proxy Materials also provides instructions on how to request and obtain paper copies of the proxy materials and proxy card or voting instruction form, as applicable. The Notice of Internet Availability of Proxy Materials is not a proxy card and cannot be used to vote your shares. We believe this process provides our shareholders with a convenient way to access the proxy materials and submit their proxies online, while allowing us to reduce our environmental impact as well as the costs of printing and distribution.

Shareholders of record at the close of business on August 26, 2024 are entitled to vote on the matters presented at the Annual Meeting.

We intend to hold our Annual Meeting in person and we look forward to seeing you on October 24, 2024. We encourage you to attend the Annual Meeting, but if you are unable to attend, it is important that you vote in advance via the Internet, or by signing, dating and returning the proxy card. Your cooperation is appreciated since one-third of the common stock must be represented, either in person or by proxy, to constitute a quorum for the transaction of business at the Annual Meeting.

Very truly yours,

MOLECULIN BIOTECH, INC.

By:	/s/ Walter V. Klemp
	Walter V. Klemp
	Chairman of the Board and Chief Executive Officer

Moleculin Biotech, Inc.

5300 Memorial Drive, Suite 950

Houston, TX 77007

(713) 300-5160

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held October 24, 2024

TO THE STOCKHOLDERS OF MOLECULIN BIOTECH, INC.:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders of Moleculin Biotech, Inc. (the “Company”) will be held at the corporate offices at 5300 Memorial Drive, Suite 950, Houston, TX 77007, on October 24, 2024, at 10:00 a.m., local time, for the following purposes, as described in the accompanying Proxy Statement:

To elect six Board nominees to the Board of Directors of the Company, each to serve until the 2025 annual meeting of stockholders of the Company or until such person’s successor is qualified and elected.

To ratify the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

To approve the Moleculin Biotech, Inc. 2024 Equity Incentive Plan.

To vote on a non-binding, advisory resolution to approve executive compensation.

To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), (i) the issuance of up to 5,056,054 shares of Company common stock upon the exercise of certain warrants issued on August 19, 2024; and (ii) the repricing of warrants to purchase up to 895,834 shares of Company common stock originally issued on December 26, 2023, from $9.60 per share to $2.23 per share and to extend the termination date of such warrants to five years from the date the Company’s stockholders approve such amendment.

To approve an amendment to the Company's Amended and Restated Certificate of Incorporation to eliminate supermajority voting requirements to amend the Amended and Restated Certificate of Incorporation.

To authorize the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting or adjournment or postponement thereof to approve Proposal 3 or Proposal 5.

The Board of Directors (the “Board”) is not aware of any other business that will be presented for consideration at the Annual Meeting. If any other matters should be properly presented at the Annual Meeting or any adjournments or postponements of the Annual Meeting for action by stockholders, the persons named in the form of proxy will vote the proxy in accordance with their best judgment on that matter.

Only stockholders of record of the Company at the close of business on August 26, 2024, are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. A complete list of these stockholders will be open for the examination of any stockholder of record at the Company’s principal executive offices located at 5300 Memorial Drive, Suite 950, Houston, TX 77007 for a period of ten days prior to the Annual Meeting. The list will also be available for the examination of any stockholder of record present at the Annual Meeting. The Annual Meeting may be adjourned or postponed from time to time without notice other than by announcement at the meeting.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE PROVIDED.

	By Order of the Board of Directors,

	MOLECULIN BIOTECH, INC.
	/s/ Walter V. Klemp
Houston, Texas	Walter V. Klemp
September 13, 2024	Chairman of the Board and Chief Executive Officer

TABLE OF CONTENTS

	Page

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING	1
WHAT IS THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS THAT I RECEIVED AND WHY AM I RECEIVING IT?	1
WHAT PROPOSALS WILL BE ADDRESSED AT THE ANNUAL MEETING?	1
WHO MAY VOTE ON THESE PROPOSALS?	1
HOW MANY VOTES DO I HAVE?	1
WHY WOULD THE ANNUAL MEETING BE POSTPONED?	1
HOW DO I VOTE WITHOUT ATTENDING THE MEETING?	2
HOW DO I VOTE IN PERSON?	2
MAY I REVOKE MY PROXY?	2
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?	2
ARE THERE ANY RIGHTS OF APPRAISAL?	3
WHO BEARS THE COST OF SOLICITING PROXIES?	3
WHERE ARE MOLECULIN’S PRINCIPAL EXECUTIVE OFFICES?	3
HOW CAN I OBTAIN ADDITIONAL INFORMATION ABOUT MOLECULIN?	3
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	4
INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS	4
GOVERNANCE OF THE COMPANY	7
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS	10
RELATED PARTY TRANSACTIONS	15
PROPOSAL 1: ELECTION OF DIRECTORS	16
PROPOSAL 2: TO RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	16
AUDIT COMMITTEE REPORT	17
PROPOSAL 3: TO APPROVE THE MOLECULIN BIOTECH, INC. 2024 EQUITY INCENTIVE PLAN.	21
PROPOSAL 4: TO VOTE ON A NON-BINDING, ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION	21
PROPOSAL 5: TO APPROVE THE NASDAQ PROPOSAL	22
PROPOSAL 6: TO APPROVE AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS TO AMEND THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION	25
PROPOSAL 7: TO AUTHORIZE AND ADJOURN THE ANNUAL MEETING	26
OTHER PROPOSED ACTION	26
HOUSEHOLDING OF PROXY MATERIALS	26
STOCKHOLDER PROPOSALS AND SUBMISSIONS	27
ANNUAL REPORT	27
ANNEX A - MOLECULIN BIOTECH, INC. 2024 EQUITY INCENTIVE PLAN	28
ANNEX B - TEXT OF PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION	40

	1.	You may send in another proxy with a later date.
	2.	You may notify us in writing (or if the stockholder is a corporation, under its corporate seal, by an officer or attorney of the corporation) at our principal executive offices before the Annual Meeting that you are revoking your proxy.
	3.	You may vote in person at the Annual Meeting.

	As of August 26, 2024
	Shares beneficially owned		Percent of Class (1)
Name of Beneficial Owner
Walter V. Klemp	118,730	(2)	4.1
Jonathan P. Foster	42.483	(3)	1.5
Donald Picker	25,695	(4)	Less than 1%
Robert George	5,797	(5)	Less than 1%
Michael Cannon	4,818	(6)	Less than 1%
John Climaco	4,651	(6)	Less than 1%
Elizabeth Cermak	4,150	(6)	Less than 1%
Joy Yan	3,335	(6)	Less than 1%
*Directors and Executive Officers as a Group (8* *persons)*	209,659	(7)	7.1

Name	Age	Position
Walter V. Klemp	65	Chairman of the Board, President and Chief Executive Officer
Jonathan P. Foster	60	Chief Financial Officer and Executive Vice President
Donald Picker	79	Chief Scientific Officer
Robert E. George	74	Director
Michael D. Cannon	79	Director
John Climaco	55	Director
Elizabeth A. Cermak	66	Director
Joy Yan	45	Director

Board Diversity Matrix (As of August 26, 2024)
Total Number of Directors
	Female	Male
Part I: Gender Identity	2	4
Directors
Part II: Demographic Information
Asian	1
White	1	4

Name and Principal Position	Year	Salary ($)		Non-Equity Incentive Plan Compensation ($)		Stock Awards ($) (1)		Option Awards ($) (1)		All Other Compensation ($) (2)		Total ($)
Walter V. Klemp, Chairman, President - Chief Executive Officer (3)	2023		565,000		292,500		323,625		196,431		37,043		1,414,599
	2022		565,000		750,000		335,250		284,791		36,039		1,971,080
Jonathan P. Foster, Executive Vice President and Chief Financial Officer (4)	2023		405,000		156,000		155,813		73,662		50,167		840,642
	2022		405,000		200,000		242,374		196,190		48,688		1,092,252
Donald Picker, Chief Scientific Officer (5)	2023		340,000		124,800		63,563		49,108		21,635		599,106
	2022		340,000		160,000		96,354		82,273		20,842		699,469

									Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table Total for PEO (1)		Compensation Actually Paid to PEO (2) (3)		Average Summary Compensation Table Total for Non-PEO NEOs (1)			Average Compensation Actually Paid to Non-PEO NEOs (2) (3)	Total Shareholder Return (4)	Net Loss (5)
2023	$	1,414,599	$	1,437,125	$	719,874	$	705,677	17.95	(29,769,000)
2022	$	1,971,080	$	1,464,109	$	895,861	$	699,277	22.16	(29,025,000)
2021	$	1,987,313	$	754,189	$	915,787	$	519,656	38.89	(15,894,000)

Year	Summary Comp. Table Total for CEO	Minus Stock and Option Awards from Summ. Comp. Table	Plus Year-End Equity Value of Unvested Awards Granted During Year	Plus Change in Value of Unvested Awards Granted in Prior Years	Plus Value of Awards Granted and Vested During Year	Plus Change in Value of Prior Years' Awards Vested During Year	Comp. Actually Paid to CEO
2023	$1,414,599	$520,056	$781,556	$(116,067)	-	$(122,907)	$1,437,125
2022	$1,971,080	$620,041	$454,500	$(275,155)	-	$(66,275)	$1,464,109
2021	$1,987,313	$1,095,657	$557,234	$(561,386)	-	$(133,315)	$754,189

Year	Avg. Summary Comp. Table Total for Non-PEO NEOs	Minus Stock and Option Awards from Summ. Comp. Table	Plus Year-End Equity Value of Unvested Awards Granted During Year	Plus Change in Value of Unvested Awards Granted in Prior Years	Plus Value of Awards Granted and Vested During Year	Plus Change in Value of Prior Years' Awards Vested During Year	Average Comp. Actually Paid to Non-PEO NEOs
2023	$719,874	$171,073	$256,517	$(51,180)	-	$(48,461)	$705,677
2022	$895,861	$308,596	$226,087	$(90,647)	-	$(23,428)	$699,277
2021	$915,787	$370,256	$188,800	$(173,137)	-	$(41,538)	$519,656

	Option Awards					Stock Awards (2)
Name	Grant Date of Equity Award	Number of Securities Underlying Unexercised Options (#) Exercisable (1)	Number of Securities Underlying Unexercised Options (#) Unexerciseable (1)	Option Exercise Price ($)	Option Expiration Date	Number of shares or units of stock that have not vested (#)	Market value of shares of units of stock that have not vested ($) (3)
Walter V. Klemp, Chairman, President - Chief Executive Officer	(4)					43,590	(4)
	6/22/2023	—	26,667	9.00	6/22/2033	35,959	463,152
	6/20/2022	3,750	11,250	22.35	6/20/2032	11,250	144,900
	6/16/2021	7,455	7,454	55.95	6/16/2031	3,334	42,942
	7/2/2020	4,167	1,389	83.40	7/2/2030	981	12,635
	7/11/2019	5,556	—	117.90	7/11/2029	—	—
	6/6/2018	5,556	—	163.80	6/6/2028
	10/3/2017	3,778	—	224.10	10/3/2027	—	—
Jonathan P. Foster, Chief Financial Officer and Executive Vice President	(4)					19,180	(4)
	6/22/2023	—	10,000	9.00	6/22/2033	17,313	222,991
	6/20/2022	2,584	7,750	22.35	6/20/2032	8,134	104,766
	6/16/2021	3,626	3,626	55.95	6/16/2031	1,667	21,471
	7/2/2020	3,834	1,278	83.40	7/2/2030	—	—
	7/11/2019	3,500	—	117.90	7/11/2029	—	—
	6/6/2018	3,345	—	163.80	6/6/2028	—	—
	10/3/2017	1,612	—	224.10	10/3/2027	—	—
	8/19/2016	4,445	—	526.50	8/19/2026	—	—
Donald Picker, Chief Scientific Officer	(4)					5,744	(4)
	6/22/2023	—	6,667	9.00	6/22/2032	7,063	90,971
	6/20/2022	1,084	3,250	22.35	6/20/2032	3,234	41,654
	6/16/2021	2,090	2,089	55.95	6/16/2031	—	—
	7/2/2020	834	278	83.40	7/2/2030	—	—
	7/11/2019	1,112	—	117.90	7/11/2029	—	—
	6/6/2018	834	—	163.80	6/6/2028	—	—
	10/3/2017	667	—	224.10	10/3/2027	—	—

Name	Year	Fees earned or paid in cash ($)		Option awards ($) (1)		Total ($)
Michael D. Cannon	2023	$	61,376	$	7,148	$	68,524
Robert E. George	2023	$	67,752	$	7,148	$	74,900
John Climaco	2023	$	73,897	$	7,148	$	81,045
Elizabeth Cermak	2023	$	56,376	$	7,148	$	63,524
Joy Yan	2023	$	40,000	$	7,148	$	47,148

	2023		2022
Audit Fees	$	332,974	$	309,625
Audit-Related Fees	—		—
Tax Fees	—		—
All Other Fees	—		—
TOTAL	$	332,974	$	309,625

Name and Position	Number of Units
Walter V. Klemp, Chairman, President - Chief Executive Officer	43,590 performance-based restricted stock units
Jonathan P. Foster, CFO & Executive Vice President	19,180 performance-based restricted stock units
Donald Picker, Chief Scientific Officer	5,744 performance-based restricted stock units
Executive Group:	73,334 performance-based restricted stock units
Non-Executive Director Group:	-
Non-Executive Officer Employee Group:	-

By Order of the Board of Directors MOLECULIN BIOTECH, INC.

/s/ WALTER V. KLEMP
Walter V. Klemp
Chairman of the Board, President and Chief Executive Officer

SEC Form DEF 14A filed by Moleculin Biotech Inc.