Moleculin Biotech Inc

This management proposal asks shareholders to approve, under Nasdaq Listing Rule 5635(d), the issuance of up to 6,367,956 shares of common stock that would be issued upon exercise of newly issued Series H warrants tied to an inducement transaction completed on February 19–20, 2026. Management completed an inducement arrangement under which existing warrant holders exercised their warrants and received new warrants equal to 300% of the underlying exercised shares; Nasdaq rules require shareholder approval before such warrants become exercisable because the issuance could otherwise be treated as a change-of-control-equivalent issuance or a dilutive issuance at below the applicable threshold. Approval will permit the Warrants to become exercisable (at an initial exercise price of $2.3976 per share, subject to certain adjustments), enabling the Company to receive potential cash proceeds (management estimates up to approximately $15.3 million if exercised for cash) and to move forward with the intended financing mechanics. If not approved, the warrants will remain non-exercisable and the Company will be restricted from issuing other common stock or common stock equivalents or filing registration statements, which would materially limit financing flexibility. The Board discloses potential dilution and market pressure if the warrants are exercised and the shares are sold into the market, and notes certain anti-dilution adjustments and beneficial ownership caps in the warrant terms. The Company also committed to file and use commercially reasonable efforts to have effective a resale registration statement to permit resale by warrant holders, and the warrants contain other standard terms (cashless exercise limitations, Black-Scholes protection on certain fundamental transactions, and holder election caps). The Board recommends a FOR vote because it believes allowing the warrants to become exercisable is necessary for capital raising and to avoid operational constraints imposed by the transaction structure and Nasdaq rules, while acknowledging dilution risk to existing holders. The vote required is a majority of votes cast (excluding abstentions and broker non-votes).

This management proposal requests shareholder approval to amend the Company’s Amended and Restated Certificate of Incorporation to change the corporate name from 'Moleculin Biotech, Inc.' to 'Moleculin Inc.' Management frames the change as a branding and marketing decision—intended to create a more recognizable and market-appropriate name—while representing that the change will be ministerial and will not alter stockholder rights or require surrender of existing stock certificates. The Board has approved the Certificate of Amendment subject to shareholder approval and retains discretion to abandon the change before filing, which provides a governance safeguard. The Company also proposes, as part of the authorization, that the Board may make ministerial conforming changes (including to the 2024 Stock Plan) to reflect the new name without substantive changes to participant rights. The proposal requires a higher vote threshold—affirmative votes of a majority of outstanding shares—so management has emphasized the operational simplicity and branding rationale to secure broad support. From a governance perspective, the change has limited material impact on financial or contractual rights but will require administrative updates (CUSIP change, filings) and potential incidental costs. The Board recommends a FOR vote because it views the name change as beneficial for corporate identity and believes it is in the best interests of the Company and stockholders. Given the lack of substantive legal or financial impact, the primary evaluation factors for shareholders are brand value and administrative considerations.

This management proposal asks shareholders to grant authority to one or more proxy holders to adjourn the Special Meeting, if a quorum exists but there are insufficient votes to approve either the Nasdaq Proposal or the Name Change Proposal, so that the Company can solicit additional proxies. The practical effect is to permit the Board and its solicitors to extend the meeting and continue outreach to shareholders—including those who previously voted—to attempt to obtain the required vote thresholds. Management emphasizes that such adjournment authority can allow the Company to avoid a final defeat of the substantive proposals at the scheduled meeting and to seek to persuade shareholders to change their votes in favor. The proposal does not itself change Company rights or corporate governance but provides procedural flexibility that can affect timing and the outcome of the other proposals. The proposal requires a majority of votes cast (excluding abstentions and broker non-votes) and abstentions/broker non-votes do not affect the outcome, which is consistent with typical adjournment mechanics. The Board recommends a FOR vote because without the authority to adjourn, the Company could be unable to gather sufficient support and lose the opportunity to complete the capital and organizational steps reflected in the Nasdaq and Name Change proposals. From an investor perspective, granting adjournment authority concentrates discretion with management/proxies over meeting scheduling but is common and generally aimed at maximizing shareholder value by facilitating approval of strategic items; shareholders should weigh the potential benefits of allowing additional solicitation against the procedural extension of the decision timeline.