Genprex, Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

Genprex filed an 8-K on 10/23/25 detailing a material agreement and equity sales.

AI Summary

Genprex, Inc. announced on October 23, 2025, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events, including financial statements and exhibits. The filing details Genprex's corporate structure and operational information.

Why It Matters

This 8-K filing indicates significant corporate activity for Genprex, Inc., including a new material agreement and potential equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered equity sales can introduce financial and operational risks, requiring further investigation into the specifics of the agreement and sales.

Key Players & Entities

• Genprex, Inc. (company) — Registrant
• October 23, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 90-0772347 (ein) — I.R.S. Employer Identification Number
• 3300 Bee Cave Road , #650-227 , Austin , TX 78746 (address) — Address of principal executive offices
• 512-537-7997 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock , par value $0.001 per share GNPX The Nasdaq Capital Ma
• $11.21 — "Common Stock"), at a purchase price of $11.21 per share. Pursuant to the Purchase Ag
• $2.3 million — rants, are expected to be approximately $2.3 million. Additionally, if the holders of Privat
• $5.4 million — itional gross proceeds of approximately $5.4 million. The Company intends to use the net pro
• $11.00 — of Common Stock at an exercise price of $11.00 per share. The Private Warrants will ex
• $35,000 — Placement Agent, including (iii) up to $35,000 for fees and expenses of the Placement
• $15,000 — a non-accountable expense allowance of $15,000 and (v) $10,000 for the clearing expens
• $10,000 — le expense allowance of $15,000 and (v) $10,000 for the clearing expenses. The Company
• $14.0125 — Warrants will have an exercise price of $14.0125 per share and a termination date that w
• $1.00 M — tion to demonstrate compliance with the $1.00 Minimum Bid Price requirement set forth i
• $1.00 — Company's Common Stock must be at least $1.00 for a minimum of 10 consecutive busines

Filing Documents

• gnpx20251021_8k.htm (8-K) — 51KB
• ex_873320.htm (EX-4.1) — 112KB
• ex_873321.htm (EX-4.2) — 109KB
• ex_873323.htm (EX-5.1) — 9KB
• ex_873324.htm (EX-10.1) — 248KB
• ex_873325.htm (EX-99.1) — 13KB
• a01.jpg (GRAPHIC) — 3KB
• 0001437749-25-031678.txt ( ) — 799KB
• gnpx-20251023.xsd (EX-101.SCH) — 3KB
• gnpx-20251023_def.xml (EX-101.DEF) — 12KB
• gnpx-20251023_lab.xml (EX-101.LAB) — 15KB
• gnpx-20251023_pre.xml (EX-101.PRE) — 12KB
• gnpx20251021_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. The Offering On October 23, 2025, Genprex, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with certain investors named therein (the "Purchasers") pursuant to which the Company agreed to sell, in a registered direct offering (the "Registered Direct Offering") priced at the market under Nasdaq rules, an aggregate of 243,622 shares (the "Shares") of its common stock, par value $0.001 per share (the "Common Stock"), at a purchase price of $11.21 per share. Pursuant to the Purchase Agreement, in a concurrent private placement (the "Private Placement" and together with the Registered Direct Offering, the "Offering"), the Company agreed to issue to the Purchasers warrants (the "Private Warrants") exercisable for up to an aggregate of 487,244 shares of Common Stock (the "Private Warrant Shares"). The Offering is expected to close on or about October 24, 2025, subject to the satisfaction of customary closing conditions. The net proceeds of the Offering, after deducting the placement agent's fees and expenses and other estimated Registered Direct Offering expenses payable by the Company and excluding the net proceeds, if any, from the exercise of the Private Warrants, are expected to be approximately $2.3 million. Additionally, if the holders of Private Warrants exercise such Private Warrants in full, the Company would receive additional gross proceeds of approximately $5.4 million. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes. In the Purchase Agreement, the Company has agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement or prospectus, or any amendment or supplement thereto for 5 days after the clo

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 above with respect to the Private Warrants, the Private Warrant Shares, the Placement Agent Warrants and the Placement Agent Warrant Shares is incorporated herein by reference to this Item 3.02.

01. Other Events

Item 8.01. Other Events. On October 23, 2025, the Company issued a press release announcing the Offering. A copy of this press release is attached as Exhibit 99.1 hereto. As previously disclosed, on October 13, 2025, the Nasdaq Hearings Panel (the "Panel") notified the Company that it had 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"). Also as previously disclosed, to regain compliance with the Bid Price Requirement, on October 21, 2025, the Company implemented a one-for-fifty (1:50) reverse stock split (the "Reverse Stock Split") of the Company's issued and outstanding shares of Common Stock. To regain compliance with the Bid Price Requirement, the closing bid price of the Company's Common Stock must be at least $1.00 for a minimum of 10 consecutive business days, subject to the Staff's discretion to extend such 10-day period. The Company believes it will need to engage in additional capital raising transactions to regain compliance with the Minimum Stockholders' Equity Requirement, and there is no guarantee that such financing will be available on terms acceptable to the Company, or at all. 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 compli

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties, such as statements related to the amount of proceeds expected from the Offering; statements relating to the Company's ability to regain (as applicable) and maintain compliance with the continued listing requirements of Nasdaq and maintain the listing of the Company's common stock; statements about the future listing of the Company's common stock; statements about the Company's intentions and plans for addressing Nasdaq listing deficiencies, including statements about plans for regaining compliance and intended actions following the Nasdaq Panel hearing and Panel decision; and statements about the Company's intentions and plans including anticipated actions and requests in connection with the Nasdaq process, requests for further extensions, statements about requested relief from Nasdaq or the hearing Panel or the type of relief that may be available; and statements regarding plans that the Company may implement or actions that the Company may take in furtherance of regaining compliance. The risks and uncertainties involved include the Company's financial position, market conditions and other risks detailed from time to time in the Company's periodic reports and other filings with the Commission. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Company's current expectations and assumptions and speak only as of the date of this Current Report on Form 8-K. The Company does not intend to revise or update any forward-looking statement in this Current Report on Form 8-K as a result of new information, future events or otherwise, except as required by law.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 4.1 Form of Private Warrant 4.2 Form of Placement Agent Warrant 5.1 Opinion of Lowenstein Sandler LLP 10.1 Form of Purchase Agreement 23.1 Consent of Lowenstein Sandler LLP (contained in Exhibit 5.1) 99.1 Press Release dated October 23, 2025 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 24, 2025 By: /s/ Ryan Confer Ryan Confer President, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

View Full Filing

View this 8-K filing on SEC EDGAR