false 0001595248 0001595248 2025-11-21 2025-11-21

Washington, D.C. 20549 

   

 

 

    

 

 

 

Date of report (Date of earliest event reported)

 

 

Registrant’s telephone number, including area code: (512) 537-7997

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

On November 21, 2025, Genprex, Inc. (the “Company”) filed a prospectus supplement dated November 21, 2025 (the “Prospectus Supplement”) with the Securities and Exchange Commission for the offer and sale of additional shares of its common stock, par value $0.001 per share having an aggregate offering price of up to $75,000,000 (the “Shares”), pursuant to that certain At the Market Offering Agreement, dated December 13, 2023, by and between the Company and H.C. Wainwright & Co., LLC, acting as agent (the “Sales Agreement”). The Prospectus Supplement amends and supplements the information contained in the prospectus, dated June 9, 2023 (the “Base Prospectus”), filed as part of the Company’s registration statement on Form S-3 (File No. 333-271386), as previously amended and supplemented by the Company’s prospectus supplements dated November 10, 2025, December 20, 2024, November 8, 2024, August 16, 2024, May 20, 2024 and December 13, 2023 (the “Prior Prospectuses,” and collectively with the Base Prospectus, the “ATM Prospectus”). The Prospectus Supplement should be read in conjunction with the ATM Prospectus, and is qualified by reference thereto, except to the extent that the information therein amends or supersedes the information contained in the ATM Prospectus. The Prospectus Supplement is not complete without, and may only be delivered or utilized in connection with, the ATM Prospectus and any future amendments or supplements thereto. The Company has previously sold 796,065 shares of its common stock for aggregate gross proceeds of $14,796,375 under the Sales Agreement pursuant to the Prior Prospectuses. A copy of the opinion of Lowenstein Sandler LLP relating to the legality of the Shares covered by the Prospectus Supplement is filed as Exhibit 5.1 attached hereto.

 

 

(d) Exhibits.

 

 

 

 

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.