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0001595248
0001595248
2025-08-15
2025-08-15
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
August 15, 2025
Date of report (Date of earliest event reported)
GENPREX, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38244
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90-0772347
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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3300 Bee Cave Road, #650-227, Austin, TX
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78746
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(Address of principal executive offices)
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(Zip Code)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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GNPX
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The Nasdaq Capital Market
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Indicate by check mark whether the registrant is an emerging growth company 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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Genprex, Inc. Amended and Restated 2018 Equity Incentive Plan
On August 15, 2025 at the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of Genprex, Inc. (the “Company”), the Company’s stockholders approved the Company’s amended and restated 2018 Equity Incentive Plan (the “2018 Plan”, and as so amended and restated, the “Amended Equity Plan”). The principal changes to the 2018 Plan implemented by the Amended Equity Plan include amendments to (i) increase the number of shares of the Company’s common stock authorized for issuance under the 2018 Plan by an additional 6,500,000 shares (subject to adjustment for stock splits, stock dividends and similar events), (ii) extend the term of the 2018 Plan to June 30, 2035 (the 10-year anniversary of the Board’s adoption of the Amended Equity Plan) and (iii) remove provisions of the 2018 Plan that had been included to comply with the exception for the deductibility of “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended, which was repealed by the Tax Cuts and Jobs Act of 2017. A description of the principal features of the Amended Equity Plan, including the terms and conditions thereof and the awards that may be granted thereunder, is included in the Proxy Statement under “Proposal 4 – Approval of the Company’s Amended and Restated 2018 Equity Incentive Plan,” beginning on page 36 of the Proxy Statement. The Amended Equity Plan became effective upon its approval by the Company’s stockholders at the 2025 Annual Meeting.
The description of the Amended Equity Plan in the Proxy Statement and the foregoing description of the Amended Equity Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended Equity Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 15, 2025, Genprex held its 2025 Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the 2025 Annual Meeting, as set forth in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on July 16, 2025 (the “Proxy Statement”), were as follows:
Proposal 1. Election of Director.
The Class II director nominee, William R. Wilson, Jr., was elected to serve until the 2028 annual meeting of stockholders and until his respective successor has been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the vote to elect the Class II director was as follows:
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Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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William R. Wilson, Jr.
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5,626,859
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545,921
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9,600,549
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Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm.
The proposal to ratify the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025 was approved by the stockholders based upon the following votes:
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Votes For
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Votes Against
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Abstention
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Broker Non-Votes
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14,244,518
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1,478,193
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50,618
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0
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Proposal 3. Advisory Vote on Compensation of Named Executive Officers (“NEOs”).
The votes were cast as follows with respect to the proposal to vote, on an advisory basis, on the compensation of the Company’s NEOs as described in the Company’s Proxy Statement:
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Votes For
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Votes Against
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Abstention
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Broker Non-Votes
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4,089,289
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1,791,592
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291,899
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9,600,549
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Proposal 4. Approval of the Company’s Amended and Restated 2018 Equity Incentive Plan.
The proposal to approve the Amended Equity Plan was approved by the stockholders based upon the following votes:
| Votes For |
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Votes Against |
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Abstention |
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Broker Non-Votes |
| 4,330,925 |
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1,737,505 |
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104,350 |
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9,600,549 |
Proposal 5. Approval under Nasdaq Listing Rule 5635(d) of greater-than-20% issuance of common stock to Lincoln Park Capital Fund, LLC.
The proposal, for the purposes of complying with Nasdaq Listing Rule 5635(d), to allow for the issuance of more than 20% of the Company’s issued and outstanding common stock pursuant to the Company’s purchase agreement with Lincoln Park Capital Fund, LLC was approved by the stockholders based upon the following votes:
| Votes For |
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Votes Against |
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Abstention |
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Broker Non-Votes |
| 4,535,930 |
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1,397,289 |
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239,561 |
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9,600,549 |
Proposal 6. Adoption and Approval of Amendment to the Company’s Amended and Restated Certificate of Incorporation.
The amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s issued shares of common stock, at a specific ratio, ranging from one-for-ten (1:10) to one-for-fifty (1:50), at any time prior to December 31, 2026, subject to the Company’s Board of Directors’ determination, in its sole discretion, whether or not to implement the reverse stock split and, if so, at what specific ratio within the foregoing range, without further approval or authorization of the Company’s stockholders was approved by the stockholders upon the following votes:
| Votes For |
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Votes Against |
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Abstention |
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Broker Non-Votes |
| 10,807,011 |
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4,664,097 |
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302,221 |
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0 |
In connection with the 2025 Annual Meeting, the Company also solicited proxies with respect to the adjournment of the 2025 Annual Meeting, if necessary, for the purpose of soliciting additional proxies if there were insufficient votes at the 2025 Annual Meeting to approve any of the foregoing proposals (the “Adjournment Proposal”). As there were sufficient votes at the time of the 2025 Annual Meeting to approve each of the proposals, the Adjournment Proposal was unnecessary and such proposal was not submitted to the stockholders for approval at the 2025 Annual Meeting.
No other business properly came before the 2025 Annual Meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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| 10.1 |
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Genprex, Inc. 2018 Equity Incentive Plan (As Amended and Restated Effective June 30, 2025). |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
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GENPREX, INC.
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Date: August 15, 2025
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By:
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/s/ Ryan M. Confer
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Ryan M. Confer
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Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer and Principal Financial Officer)
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