Moleculin Biotech, Inc.

ITEM 1A. RISK FACTORS

For information regarding factors that could affect our results of operations, financial condition and liquidity, refer to the section entitled Risk Factors in Part I, Item 1A in our annual report on Form 10-K for the year ended December 31, 2025. Except as set forth below, there have been no material changes from the risk factors previously disclosed in our annual report on Form 10-K for the year ended December 31, 2025, as filed with the SEC.

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We are subject to not currently in compliance with Nasdaq's continued listing requirements. We have in related to the recent past failedbid price of our common stock and if we are unable to satisfy one or more ofregain compliance with the listing requirements, and if we fail to satisfyour common stock will be delisted from Nasdaq which could have a material adverse effect one or more of the requirements in the future, we may be delisted from Nasdaq our financial condition and could make it more difficult for stockholders to sell their shares.

Our common stock is listed on Nasdaq, and we are therefore subject to its continued listing requirements, including requirements with respect to the market value of publicly held shares, market value of listed shares, minimum bid price per share, and minimum stockholders equity, among others, and requirements relating to board and committee independence. If we fail to satisfy one or more of the requirements, we may be delisted from Nasdaq.

During Since July 31, 2025, we received not6, the closing prices that we were not in  of our common stock has been below $1.00, and if our compliance with Nasdaq Listing Rule 5550(b)(1) (the Equity Rule), which requires thatmon stock remains below $1.00 for 30 consecutive business days we maintain a minimum of $2.5 million in stockholders equity, and will not be in compliance with Nasdaq Listing Rule 5550(a)(2), which related to t (the bBid pPrice for our common stock being below the minimum $1.00 per share (the Bid Price Rule).

On December 15, 2025, we receivRule). In accordance with Nasdaq rules, we would normally be provided a letter from Nasdaq confirming that we had with a grace period of 180 calendar days to regained compliance with the Bid Price Rule because the clo. However, sing bid price of the Companys we common stock was $1.00 per share or greater for the 10 consecutive business days frompleted a reverse stock split on December 1, 2025, through December 12, 2025. On January 6, 2026,which is within the last one-year period, if we receiveddo notice meet that we had regained compliance with the Equity Rule and that the Compe Bid Price Rule, we will not be eligible for any was in compliance with aperiod and the Nasdaq Staff will applicable continued listing standards.

Although we are currprovide written notification to us that our common stock may be delisted. We would then be ently in compliance with allitled to appeal the Staffs determination to a Nasdaq conListinued listing standards, there is g Qualifications Panel and request a hearing. There can be no assurance that , if we will be able to maintain such compliance indo appeal the delisting determination by the Staff to the Nasdaq Listing Qualifications Panel, the future. at such appeal would be successful.

Delisting from Nasdaq would adversely affect our ability to raise additional financing through the public or private sale of equity securities, may significantly affect the ability of investors to trade our securities and may negatively affect the value and liquidity of our common stock. Delisting also could have other negative results, including the potential loss of employee confidence, the loss of institutional investors and general investors that will consider investing in our common stock, a reduction in the number of market makers in our common stock, a reduction in the availability of information concerning the trading prices and volume of our common stock, a reduction in the number of broker-dealers willing to execute trades in shares of our common stock or interest in business development opportunities. Further, we would likely become a penny stock, which would make trading of our common stock more difficult.

We will require additional financing in the near term, which financing may result in the reduction of the exercise price of certain of our the Series I warrants that we issued in our August 2026 Offering.

Developing pharmaceutical products, including conducting preclinical studies and clinical trials, is expensive. We will require substantial additional future capital in order to complete clinical development and commercialize Annamycin.

Our  The Series GI warrants and Series H warrants, which combinthat we issued representin the potential issuance of 8,978,779 shares of common stock, August 2026 Offering provide that if, while such the Series I warrants are outstanding, we sell any common stock and/or common stock equivalents other than in connection with certain exempt issuances, at a purchase price per share less than the exercise price of the Series I warrants in effect immediately prior to such sale, then immediately after such sale the exercise price of the Series GI warrants and/or Series H warrants tthen in effect will be reduced to an amount equal to the new issuance price, subject to a floor prices of $1.326 and $0.962, respectively0.21 per share.