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

TL;DR

Genprex filed an 8-K on Oct 28th for a material agreement & equity sales. Details to follow.

AI Summary

Genprex, Inc. filed an 8-K on October 29, 2025, reporting on events as of October 28, 2025. The filing indicates the entry into a material definitive agreement, unregistered sales of equity securities, and other events. Specific details regarding the agreement, sales, and other events are not fully elaborated in the provided text.

Why It Matters

This filing signals significant corporate activity for Genprex, Inc., potentially impacting its financial structure and strategic direction through new agreements and equity transactions.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate financing needs or dilution concerns for existing shareholders.

Key Players & Entities

• Genprex, Inc. (company) — Registrant
• 0001437749-25-032081 (other) — Accession Number
• 20251028 (date) — Date of earliest event reported
• 20251029 (date) — Filing Date
• 3300 Bee Cave Road , #650-227 , Austin , TX 78746 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock , par value $0.001 per share GNPX The Nasdaq Capital Ma
• $9.00 — "Common Stock"), at a purchase price of $9.00 per share. Pursuant to the Purchase Ag
• $3.0 million — rants, are expected to be approximately $3.0 million. Additionally, if the holders of Privat
• $6.6 million — itional gross proceeds of approximately $6.6 million. The Company intends to use the net pro
• $8.75 — of Common Stock at an exercise price of $8.75 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
• $11.25 — Warrants will have an exercise price of $11.25 per share and a termination date that w

Filing Documents

• gnpx20251028_8k.htm (8-K) — 49KB
• ex_877877.htm (EX-4.1) — 112KB
• ex_877878.htm (EX-4.2) — 109KB
• ex_877879.htm (EX-5.1) — 9KB
• ex_877880.htm (EX-10.1) — 249KB
• ex_877881.htm (EX-99.1) — 13KB
• a01.jpg (GRAPHIC) — 3KB
• 0001437749-25-032081.txt ( ) — 797KB
• gnpx-20251028.xsd (EX-101.SCH) — 3KB
• gnpx-20251028_def.xml (EX-101.DEF) — 12KB
• gnpx-20251028_lab.xml (EX-101.LAB) — 15KB
• gnpx-20251028_pre.xml (EX-101.PRE) — 12KB
• gnpx20251028_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 28, 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 377,780 shares (the "Shares") of its common stock, par value $0.001 per share (the "Common Stock"), at a purchase price of $9.00 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 755,560 shares of Common Stock (the "Private Warrant Shares"). The Offering is expected to close on or about October 29, 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 $3.0 million. Additionally, if the holders of Private Warrants exercise such Private Warrants in full, the Company would receive additional gross proceeds of approximately $6.6 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 clos

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 28, 2025, the Company issued a press release announcing the Offering. A copy of this press release is attached as Exhibit 99.1 hereto.

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 other than historical facts, statements related to the amount of proceeds expected from the Registered Direct Offering and satisfaction of closing conditions related to the Registered Direct Offering. The words "anticipate," "believe," "continue," "estimate," "expect," "intend," "may," "will," "plan," and similar expressions are intended to identify forward-looking statements. 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 28, 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 29, 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