SecProbe.io

January 6, 2020
Walter V. Klemp
Chief Executive Officer
Moleculin Biotech, Inc.
5300 Memorial Drive, Suite 950
Houston, TX 77007
Re:Moleculin Biotech, Inc.
Registration Statement on Form S-3
Filed December 23, 2019
File No. 333-235686
Dear Mr. Klemp:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, we may ask you to provide us with information so
we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to our comment, we may have additional comments.
Registration Statement on Form S-3 filed December 23, 2019
Exhibit 3.1 – Amended and Restated Certificate of Incorporation of Moleculin Biotech, Inc.,
page II-2
1.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.”  Please revise your prospectus to clearly describe this provision and to describe
any risks or other impacts on investors.  Risks may include, but are not limited to,
increased costs to bring a claim and that these provisions can discourage claims or limit
investors’ ability to bring a claim in a judicial forum that they find favorable.  Also
disclose whether this provision applies to actions arising under the Securities Act or
Exchange Act.  In that regard, we note that Section 27 of the Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any duty or liability created

 FirstName LastNameWalter V. Klemp
 Comapany NameMoleculin Biotech, Inc.
 January 6, 2020 Page 2
 FirstName LastName
Walter V. Klemp
Moleculin Biotech, Inc.
January 6, 2020
Page 2
by the Exchange Act or the rules and regulations thereunder, and Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.  If the provision applies to Securities Act claims, please also revise
your prospectus to state that there is uncertainty as to whether a court would enforce such
provision and that investors cannot waive compliance with the federal securities laws and
the rules and regulations thereunder.  If this provision does not apply to actions arising
under the Securities Act or Exchange Act, please also ensure that the exclusive forum
provision in the governing document states this clearly, or tell us how you will inform
investors in future filings that the provision does not apply to any actions arising under the
Securities Act or Exchange Act.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Tim Buchmiller at (202) 551-3635 or Jeffrey Gabor, Senior Attorney, at
(202) 551-2544 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Cavas S. Pavri, Esq.