UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 31, 2024or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OFFor the transition period fromto Commission File Number:001-37758Moleculin Biotech, Inc.(Exact name of registrant as specified in its charter) 47-4671997 (State or Other Jurisdiction ofIncorporation or Organization) (I.R.S. EmployerIdentification Number) 5300 Memorial Drive, Suite 950Houston,Texas77007(713)300-5160(Address of Principal Executive Offices, Zip Code and Registrant's Telephone Number) Securities registered pursuant to Section 12(b) of the Act:Title of Each ClassTrading Symbol (s)Name of Each exchange on which registered Common Stock, par value $0.001 per share Securities registered pursuant to Section 12(g) of the Act:NoneIndicateby check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section 15(d) of theAct.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periods as the registrant was required to file suchreports) and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was requiredto submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐ Smaller reportingcompany☒Emerging growthcompany☐ Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ The aggregate market value of the registrant’s voting equity held by non-affiliates of the registrant, computed by reference to theprice at which the common stock was last sold as of the last business day of the registrant’s most recently completed second fiscalquarter,was $9million.In determining the market value of the voting equity held by non-affiliates, securities of the registrantbeneficially owned by directors, officers and 10% or greater shareholders of the registrant have been excluded. This determinationof affiliate status is not necessarily a conclusive determination for other purposes. The number of shares of the registrant’s commonstock outstanding as of March 13,2025was14,000,494. DOCUMENTS INCORPORATED BY REFERENCE Portions of this registrant’s definitive proxy statement for its 2025 Annual Meeting of Stockholders to be filed with the SEC nolater than 120 days after the end of the registrant’s fiscal year are incorporated herein by reference in Part III of this Annual Reporton Form 10-K. Moleculin Biotech, Inc.Table of Contents PART IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosurePART IIItem 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecuritiesItem 6.[Reserved]Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Change in and Disagreements with