As filed with the Securities and Exchange Commission on May 2, 2016.

Registration No. 333-

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Moleculin Biotech, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware	2834	47-4671997
(State or Other Jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
Incorporation or Organization)	Classification Code Number)	Identification Number)

  

2575 West Bellfort, Suite 333

Houston, Texas 77054

(713) 300-5160

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) 

 

Mr. Walter Klemp, Chief Executive Officer

2575 West Bellfort, Suite 333

Houston, Texas 77054

(713) 300-5160

 

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

 

 

Copies to:

 

Cavas S. Pavri	Jack I. Kantrowitz, Esq.
Schiff Hardin LLP	DLA Piper LLP (US)
100 N. 18th, Suite 300	1251 Avenue of the Americas
Philadelphia, PA 19103	New York, New York 10020
Telephone: (202) 724-6847	Telephone: (212) 335-4500
Fax: (202) 778-6460	Fax: (212) 335-4501

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

 

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.   x

 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   x 333-209323

 

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

 

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934. (Check one):

 

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨   (Do not check if a smaller reporting company)	Smaller reporting company	x

 

 

CALCULATION OF REGISTRATION FEE

 

Title of each class of securities to be registered		Proposed maximum aggregate offering price (1)(2)				Amount of registration fee
Common Stock issuable upon exercise of Underwriters Warrants		$	168,000			$	16.92
Total		$	168,000			$	16.92

 

 

(1)

Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(o) promulgated under the Securities Act of 1933.

(2)

In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the related Registration Statement on Form S-1 (File No. 333-209323), as amended, is hereby registered. The registrant previously registered securities with a proposed aggregate offering price of $23,000,000 on the Registration Statement on Form S-1 (File No. 333-209323), for which a filing fee of $1,292.99 was previously paid.

This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

Explanatory Note

 

This registration statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and includes the registration statement facing page, this page, the signature page, an exhibit index, an opinion of counsel regarding the legality of the securities being registered and a related consent, and the consent of the independent registered public accounting firm of Moleculin Biotech, Inc. (“Company”). This registration statement relates to the Company’s registration statement on Form S-1 (File No. 333-209323), as amended, including the exhibits and power of attorney thereto (the “Initial Registration Statement”), initially filed by the Company on February 1, 2016 and declared effective by the Securities and Exchange Commission (the “Commission”) on May 2, 2016. The Company is filing this registration statement for the sole purpose of increasing the proposed maximum aggregate offering price of the shares of Company common stock underlying the warrants to be issued to the underwriters in the offering subject of the Initial Registration Statement by $168,000. Pursuant to Rule 462(b), the contents of the Initial Registration Statement are incorporated by reference into this registration statement.

 

 

   

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, Texas, on May 2, 2016.

 

	MOLECULIN BIOTECH, INC.
	(Registrant)
	By:	/s/ Walter V. Klemp
		Walter V. Klemp
		Director and Acting Chief Executive Officer

  

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:

 

SIGNATURE		TITLE		DATE
/s/ Walter V. Klemp
Walter V. Klemp		Chief Executive Officer and Sole Director		May 2, 2016
		(Principal Executive Officer)
/s/  Louis Ploth, Jr.
Louis Ploth, Jr.		Chief Financial Officer		May 2, 2016
		(Principal Financial Officer and Principal Accounting Officer)
*
Donald Picker		President and Chief Operating Officer		May 2, 2016

 

 

*By:	/s/ Walter V. Klemp
	Walter V. Klemp,
	Attorney-in-fact

 

 

 

 

 

  

EXHIBIT INDEX

 

Exhibit Number	Description
5	Opinion of Schiff Hardin LLP as to legality of the securities being registered (Filed as an exhibit to the Registrant’s Registration Statement on Form S-1 (File No. 333-209323) and incorporated herein by reference)

23.1	Consent of GBH CPAs, PC
23.2	Consent of Schiff Hardin LLP (included in Exhibit 5) (Filed as an exhibit to the Registrant’s Registration Statement on Form S-1 (File No. 333-209323) and incorporated herein by reference)

24.1	Power of Attorney (Filed as an exhibit to the Registrant’s Registration Statement on Form S-1 (File No. 333-209323) and incorporated herein by reference)