Genprex Faces Delisting Concerns, Files 8-K

Ticker: GNPX · Form: 8-K · Filed: Oct 17, 2025 · CIK: 1595248

Sentiment: neutral

Topics: listing-rules, delisting, regulatory-filing

Related Tickers: GNPX

TL;DR

Genprex might get delisted, filing 8-K on listing rule issues.

AI Summary

Genprex, Inc. filed an 8-K on October 17, 2025, reporting a notice of delisting or failure to satisfy continued listing rules. The filing also covers material modifications to security holder rights, amendments to articles of incorporation or bylaws, and Regulation FD disclosures. The company is based in Austin, Texas, and operates in the pharmaceutical preparations sector.

Why It Matters

This filing indicates potential issues with Genprex's continued listing on an exchange, which could significantly impact its stock liquidity and investor confidence.

Risk Assessment

Risk Level: high — A notice of delisting or failure to meet listing standards poses a significant risk to the company's stock trading status and investor confidence.

Key Players & Entities

FAQ

What specific listing rule or standard has Genprex, Inc. failed to satisfy?

The filing indicates a 'Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard' but does not specify the exact rule or standard in the provided text.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing was on October 13, 2025.

What is Genprex, Inc.'s Standard Industrial Classification code?

Genprex, Inc.'s Standard Industrial Classification code is PHARMACEUTICAL PREPARATIONS [2834].

Where is Genprex, Inc. headquartered?

Genprex, Inc. is headquartered in Austin, TX.

What is the filing date of this 8-K report?

This 8-K report was filed on October 17, 2025.

Filing Stats: 4,098 words · 16 min read · ~14 pages · Grade level 15.1 · Accepted 2025-10-17 09:00:48

Key Financial Figures

Filing Documents

01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard Transfer of Listing

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard Transfer of Listing. On October 13, 2025, the Nasdaq Hearings Panel (the "Panel") notified Genprex, Inc. (the "Company" or "Genprex") that it has granted the Company's request for an exception to demonstrate compliance with the $1.00 Minimum Bid Price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Requirement") and the minimum stockholders' equity requirement for continued listing on the Nasdaq Capital Market, under Listing Rule 5550(b)(1) (the "Minimum Stockholders' Equity Requirement") for continued listing through October 31, 2025 (the "Exception"). However, upon request by the Company, the Panel has discretion to grant the Company continued listing through February 9, 2026. Pursuant to the Exception, the Company is required to, and fully intends to, provide the Panel with prompt notification of any significant events that occur, including any event that may call into question the Company's ability to satisfy the terms of the Exception. If such events do occur, the Company may request a further extension beyond October 31, 2025 to regain compliance with either or both of the Bid Price Requirement and the Minimum Stockholders' Equity Requirement. The Panel has reserved the right to reconsider the terms of the Exception based on any event, condition or circumstance that exists or develops that would, in the Panel's opinion, make continued listing of the Company's securities on Nasdaq inadvisable or unwarranted. There can be no assurance that the Panel would exercise their discretion to grant an extension beyond October 31, 2025. As previously disclosed, on August 19, 2025, the Company received a notice from the Listing Qualifications Staff (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") indicating that, the Company was not in compliance with the Minimum Stockholders' Equity Requirement and as previously disclosed, on August 12, 2025, the Comp

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 16, 2025, Genprex filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the "Certificate of Amendment"), which will effect, at 12:01 a.m. Eastern Time on October 21, 2025, a one-for-fifty (1:50) reverse stock split (the "Reverse Stock Split") of the Company's issued and outstanding shares of common stock, par value $0.001 per share (the "Common Stock"). In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change to 372446-302. The trading symbol for the Company's common stock will remain "GNPX". The Company anticipates the Common Stock will begin trading on a Reverse Stock Split-adjusted basis when the market opens on October 21, 2025. As a result of the Reverse Stock Split, every fifty (50) shares of Common Stock issued and outstanding will be converted into one (1) share of Common Stock. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder's percentage interest in the Company's equity, except to the extent that the Reverse Stock Split would result in some stockholders owning a fractional share. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Common Stock will automatically be entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share. The Reverse Stock Split will not change the par value of the Common Stock or the authorized number of shares of Common Stock. All outstanding securities entitling their holders to purchase shares of Common Stock or acquire shares of Common Stock, including stock options and warrants, will be adjusted as a result of the Reverse Stock Split, as required by the terms of those securities. At the Company's annual meeting of st

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. Corporate Presentation The investor presentation about Genprex that is furnished as Exhibit 99.1 to this Current Report on Form 8-K may be presented at meetings with investors, analysts, and others, in whole or in part and possibly with modifications, from time to time on or after October 17, 2025. A copy of the investor presentation slides, substantially in the form expected to be used in such presentations and meetings, will be available on the Company's website, www.genprex.com . The information in this Current Report on Form 8-K under Item 7.01, including the information contained in Exhibit 99.1, is being furnished to the Securities and Exchange Commission, and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by a specific reference in such filing.

01. Oher Events

Item 8.01. Oher Events. The Company's investor presentation provides certain business updates, including on its oncology and diabetes gene therapy programs. Acclaim-1 Clinical Trial The Acclaim-1 study is a Phase 1/2 clinical trial that has three portions - a Phase 1 dose escalation which has been completed, a Phase 2a expansion, and a Phase 2b randomized portion. The Company is currently enrolling and treating patients in the Phase 2a expansion portion of its clinical trial. The Acclaim-1 trial uses a combination of REQORSA and AstraZeneca's Tagrisso ( osimertinib ) in patients with late-stage Non-Small Cell Lung Cancer ("NSCLC") that has activating epidermal growth factor receptor mutations and progression on treatment with Tagrisso or Tagrisso-containing regimens. The Phase 2a expansion portion of the trial is expected to enroll approximately 33 patients; all of whom have progressed on Tagrisso or Tagrisso-containing regimens. In the Phase 2b randomized portion of the study, patients progressing on prior Tagrisso treatment will be randomized 1:1 to either REQORSA and Tagrisso combination therapy or to platinum-based chemotherapy. There will be an interim analysis following the treatment of 19 patients in the Phase 2a portion of the Acclaim-1 study. The Company expects to complete the enrollment of the first 19 patients for interim analysis in the Phase 2a expansion portion of the study in the first half of 2026 and expects the interim analysis in the second half of 2026. The Acclaim-1 clinical trial has received U.S. Food and Drug Administration ("FDA") Fast Track Designation for the Acclaim-1 treatment combination of REQORSA and Tagrisso in NSCLC patients who have progressed after Tagrisso treatment. Acclaim-3 Clinical Trial The Acclaim-3 study is a Phase 1/2 clinical trial that has two portions - a Phase 1 dose escalation portion which has been completed, and a Phase 2 expansion portion. The Company is currently enrolling and treating patients in the Ph

Risk Factors

Risk Factors The Company is including the below update to its risk factors, for the purpose of supplementing and updating the disclosure contained in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on April 1, 2025, and its Quarterly Reports on Form 10-Q for the period ended March 31, 2025, filed with the SEC on May 12, 2025, and for the period ended June 30, 2025, filed with the SEC on August 14, 2025. We are currently listed on The Nasdaq Capital Market. If we fail to regain and maintain compliance with the continued listing requirements of Nasdaq, our common stock may be delisted and the price of our common stock and our ability to access the capital markets could be negatively impacted. Our common stock is currently listed for trading on Nasdaq. On February 7, 2025, we received a notice from the Listing Qualifications Staff (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") indicating that we are not in compliance with the requirement under Nasdaq Listing Rule 5550(a)(2) to maintain a minimum bid price of $1.00 per share for continued listing on Nasdaq (the "Bid Price Requirement"). We were provided a compliance period of 180 calendar days from the date of the notice, or until August 6, 2025, to regain compliance with the Bid Price Requirement, pursuant to Nasdaq Listing Rule 5810(c)(3)(A). On August 12, 2025, we received a letter from Nasdaq indicating that, based upon our not having regained compliance with the Bid Price Requirement and our ineligibility for a second 180 calendar day compliance period, the Staff had determined to delist our securities from Nasdaq unless we timely request a hearing before the Nasdaq Hearings Panel (the "Panel"). Additionally, on August 19, 2025, we received a letter from the Nasdaq Staff indicating that we were not in compliance with the minimum stockholders' equity requirement for continued listing on the Nasdaq Capital Market, under Listing Rule 5550(b)(1) (the "Minimum

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Genprex, Inc., dated October 16, 2025. 99.1 Investor Presentation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GENPREX, INC. Date: October 17, 2025 By: /s/ Ryan Confer Ryan Confer President, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

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