Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On February 9, 2025, Moleculin Biotech, Inc. (the "Company") entered into a waiver and consent agreement (the "Waiver") with an investor from the Company's offering completed August 19, 2024 pursuant to which the investor waived certain restrictions related to the Company's ability to enter into a "Variable Rate Transaction." Pursuant to the Waiver, the Company agreed to: (i) to reduce the exercise price of certain warrants held by the investors to purchase an aggregate of 5,828,570 shares of common stock (the "Warrants") to the exercise price of the Series C Warrants that may be issued pursuant to the offering proposed in the Form S-1 registration statement (file number 333-283820), (ii) amend the Warrants to include Sections 3(e), 3(f) and 3(g) of the Series C Warrants, (iii) amend the initial exercise date of the Warrants to the date the Company receives stockholder approval in connection with the Series C Warrants, and (iv) pay the investor a cash fee of $750,000 at the closing of the proposed offering.