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SEC Company Response from Moleculin Biotech, Inc. (MBRX) (CIK 0001659617) (MBRX) — Jan 18, 2017

Moleculin Biotech, Inc. (MBRX) (CIK 0001659617)
Date: Jan. 18, 2017 · CIK: 0001659617 · Accession: 0001144204-17-002612

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File numbers found in text: 333-214898

Date
January 18, 2017
Author
SCHIFF HARDIN LLP
Form
CORRESP
Company
Moleculin Biotech, Inc. (MBRX) (CIK 0001659617)

Letter

Securities and Exchange Commission Division of Corporation Finance Attention: Suzanne Hayes, Assistant Director Re: Moleculin Biotech, Inc. Registration Statement on Form S-1 Filed December 2, 2016 File No. 333-214898

Dear Ms. Hayes:

This letter is being submitted on behalf of Moleculin Biotech, Inc. (“MBI” or the “Company”) in response to the comment letter, dated December 19, 2016, of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form S-1 filed on December 2, 2016 (the “Registration Statement”). The Company’s Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”) has been filed with the Commission.

For your convenience, we have repeated each comment prior to the response in italics. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.

Cover Page

1. Although Rule 430A of the Securities Act of 1933 permits registrants to omit certain pricing-related information from a registration statement that is declared effective, your filing must include the amount of securities to be offered in a pre-effective amendment. Accordingly, please confirm that you will revise your disclosure to specify: (i) the number of units to be offered; (ii) the number of shares of common stock per each unit; and (iii) the number of warrants per each unit.

Securities and Exchange Commission

January 18, 2017

Page 2

Response: The Company respectfully advises the Staff that the Amended Registration Statement includes: (i) the number of units to be offered (5,000,000 Units); the number of shares of common stock per each unit (one share per Unit); and (iii) the number of warrants per each unit (a warrant to purchase 0.25 of a share of common stock).

* * *

Should you have any questions regarding the foregoing, please do not hesitate to contact Cavas Pavri at (202) 724-6847.

Sincerely,
SCHIFF HARDIN LLP

Show Raw Text
CORRESP
1
filename1.htm

        100 N. 18th Street

        Suite 300

        Philadelphia, PA 19103

    t 202.778.6400

    Cavas S. Pavri
    f 202.778.6460

    202.724.6847

    cpavri@schiffhardin.com
    www.schiffhardin.com

    January 18, 2017

By EDGAR Submission

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Suzanne Hayes, Assistant Director

 Re: Moleculin Biotech, Inc.

    Registration Statement on Form
S-1

    Filed December 2, 2016

    File No. 333-214898

Dear Ms. Hayes:

This letter is being
submitted on behalf of Moleculin Biotech, Inc. (“MBI” or the “Company”) in response to the comment letter,
dated December 19, 2016, of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) with respect to the Company’s Registration Statement on Form S-1 filed on December
2, 2016 (the “Registration Statement”). The Company’s Amendment No. 1 to the Registration Statement (the “Amended
Registration Statement”) has been filed with the Commission.

For your convenience,
we have repeated each comment prior to the response in italics. We welcome any questions you may have about our comments or any
other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.

Cover Page

 1. Although Rule 430A of the Securities Act of 1933 permits registrants to omit certain pricing-related
information from a registration statement that is declared effective, your filing must include the amount of securities to be offered
in a pre-effective amendment. Accordingly, please confirm that you will revise your disclosure to specify: (i) the number of units
to be offered; (ii) the number of shares of common stock per each unit; and (iii) the number of warrants per each unit.

Securities and Exchange Commission

January 18, 2017

Page 2

Response: The Company respectfully
advises the Staff that the Amended Registration Statement includes: (i) the number of units to be offered (5,000,000 Units); the
number of shares of common stock per each unit (one share per Unit); and (iii) the number of warrants per each unit (a warrant
to purchase 0.25 of a share of common stock).

*    *    *

Should you have any
questions regarding the foregoing, please do not hesitate to contact Cavas Pavri at (202) 724-6847.

    Sincerely,

    SCHIFF HARDIN LLP

    /s/ Cavas Pavri

    By: Cavas Pavri

 Enclosures

 cc: Jonathan Foster, Chief Financial Officer