--- schema_version: "secwatch.filing_event.v1" accession: "0001437749-23-015914" form_type: "8-K" ticker: "MBRX" cik: "0001659617" company_name: "Moleculin Biotech, Inc." filed_at: "2023-05-26T23:59:59+00:00" generated_at: "2026-06-14T13:07:01.674980+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # Moleculin Biotech annual meeting: authorized share increase fails, reverse split postponed ## Summary - Shareholders rejected increase in authorized shares from 100M to 200M (11.4M for, 7.6M against). - Reverse stock split proposal (Proposal 5) adjourned to June 15, 2023; meeting postponed to solicit proxies. - Super-majority voting elimination failed; needed 2/3 of outstanding shares but had only ~9.3M for. - Stockholders approved increase in shares under 2015 Stock Plan (8.4M for, 4.0M against). - All six directors elected; Grant Thornton LLP ratified as auditor (17.3M for). ## SEC filing metadata - accession: 0001437749-23-015914 - form_type: 8-K - ticker: MBRX - cik: 0001659617 - company_name: Moleculin Biotech, Inc. - filed_at: 2023-05-26T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1659617/000143774923015914/0001437749-23-015914-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1659617/000143774923015914/mbrx20230524_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001437749-23-015914 - JSON: https://secwatch.observer/filing/0001437749-23-015914.json - Plain text: https://secwatch.observer/filing/0001437749-23-015914.txt ## Key facts - Shareholder Votes Moleculin Biotech, Inc. shareholders approved Approve an Increase in the Number of Shares of Common Stock Authorized for Issuance under the 2015 Stock Plan at the 2023-05-25 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-25 source text: The Company's stockholders approved an increase in the number of shares of common stock authorized for issuance under the 2015 Plan, by the following vote: Votes For Votes Against Abstain Broker Non-Votes 8,446,330 4,019,327 147,105 6,491,670 evidence_url: https://www.sec.gov/Archives/edgar/data/1659617/000143774923015914/0001437749-23-015914-index.htm - Shareholder Votes Moleculin Biotech, Inc. shareholders approved Non-binding, Advisory Resolution to Approve Executive Compensation at the 2023-05-25 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-25 source text: The Company's stockholders approved a non-binding, advisory resolution to approve executive compensation, by the following vote: Votes For Votes Against Abstain Broker Non-Votes 8,610,921 3,794,018 207,823 6,491,670 evidence_url: https://www.sec.gov/Archives/edgar/data/1659617/000143774923015914/0001437749-23-015914-index.htm - Shareholder Votes Moleculin Biotech, Inc. shareholders rejected 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 at the 2023-05-25 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-05-25 source text: An amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate supermajority voting requirements was not approved. Pursuant to the Company’s Amended and Restated Certificate of Incorporation, the affirmative vote of two-thirds of the Company's outstanding shares of common stock is required. The votes on the matter were: Votes For Votes Against Abstain Broker Non-Votes 9,330,880 3,104,649 177,233 6,491,670 evidence_url: https://www.sec.gov/Archives/edgar/data/1659617/000143774923015914/0001437749-23-015914-index.htm - Shareholder Votes Moleculin Biotech, Inc. shareholders approved 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 5 or Proposal 6 at the 2023-05-25 meeting. - Outcome: passed - Meeting: 2023-05-25 source text: The authorization to allow for 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 5 or Proposal 6 was approved. The votes on the matter were: Votes For Votes Against Abstain 14,006,348 4,841,582 256,502 evidence_url: https://www.sec.gov/Archives/edgar/data/1659617/000143774923015914/0001437749-23-015914-index.htm - Shareholder Votes Moleculin Biotech, Inc. shareholders rejected Approve an Amendment to the Company's Amended and Restated Certificate of Incorporation to Increase the Total Authorized Shares from 100,000,000 to 200,000,000 Shares at the 2023-05-25 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-05-25 source text: The Company's stockholders did not approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the total authorized shares, by the following vote: Votes For Votes Against Abstain 11,401,509 7,557,128 145,795 evidence_url: https://www.sec.gov/Archives/edgar/data/1659617/000143774923015914/0001437749-23-015914-index.htm - Shareholder Votes Moleculin Biotech, Inc. shareholders approved Election of Directors at the 2023-05-25 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-25 source text: The Company's stockholders elected Walter V. Klemp, Robert E. George, Michael D. Cannon, John Climaco, Elizabeth A. Cermak, and Joy Yan to serve until the next Annual Meeting of Stockholders, or until such person's successor is qualified and elected. Director Name Votes For Votes Withheld Broker Non-Votes Walter V. Klemp 10,311,822 2,300,940 6,491,670 Robert E. George 10,358,501 2,254,261 6,491,670 Michael D. Cannon 10,381,531 2,231,231 6,491,670 John Climaco 10,383,776 2,228,986 6,491,670 Elizabeth A. Cermak 10,414,972 2,197,790 6,491,670 Joy Yan 10,416,886 2,195,876 6,491,670 evidence_url: https://www.sec.gov/Archives/edgar/data/1659617/000143774923015914/0001437749-23-015914-index.htm - Shareholder Votes Moleculin Biotech, Inc. shareholders approved Ratify Grant Thornton LLP as Independent Registered Public Accountant at the 2023-05-25 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-25 source text: The Company's stockholders ratified the appointment of Grant Thornton, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023, by the following vote: Votes For Votes Against Abstain 17,267,183 1,660,928 176,321 evidence_url: https://www.sec.gov/Archives/edgar/data/1659617/000143774923015914/0001437749-23-015914-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.