Genprex (NASDAQ: GNPX) wins approval for reverse split, major stock issuance

Rhea-AI Filing Summary

Genprex, Inc. reported results of its 2025 annual stockholder meeting. Stockholders approved an amended and restated 2018 Equity Incentive Plan, adding authorization for an additional 6,500,000 shares of common stock, extending the plan term to June 30, 2035, and removing outdated tax-driven performance compensation provisions. They re-elected Class II director William R. Wilson, Jr. and ratified WithumSmith+Brown, PC as auditor for the year ending December 31, 2025.

Investors gave advisory approval to named executive officer pay and formally approved the amended equity plan. They also approved, under Nasdaq Listing Rule 5635(d), a potential issuance of more than 20% of outstanding common stock under the company’s purchase agreement with Lincoln Park Capital Fund, LLC. In addition, stockholders authorized a reverse stock split of issued common shares at a ratio between 1-for-10 and 1-for-50, which the board may implement at its discretion any time before December 31, 2026.

Positive

• None.

Negative

• Potential dilution and reverse split risk: Stockholders approved (i) authorization for an additional 6,500,000 shares under the equity incentive plan, (ii) a greater-than-20% issuance of common stock under the Lincoln Park Capital Fund, LLC purchase agreement, and (iii) a reverse stock split in a 1-for-10 to 1-for-50 range at the board’s discretion before December 31, 2026, all of which could materially affect existing shareholders’ ownership and share count if implemented.

Insights

Equity capital structure analyst

Genprex gains broad shareholder backing for more equity flexibility and a potential reverse split.

The meeting outcomes give Genprex substantially more room to issue equity. The amended 2018 Equity Incentive Plan adds authorization for 6,500,000 additional shares and extends the plan to June 30, 2035, increasing capacity for stock-based compensation over a long horizon. Removing legacy Section 162(m) performance-based language aligns the plan with current tax law but is largely administrative.

Shareholders also approved, for Nasdaq Listing Rule 5635(d) purposes, the ability to issue more than 20% of outstanding common stock under the purchase agreement with Lincoln Park Capital Fund, LLC. This supports a potential equity financing pathway but also creates room for meaningful dilution, depending on how much is drawn. Finally, authorization of a reverse stock split in a 1-for-10 to 1-for-50 range, exercisable by the board any time before December 31, 2026, equips the company with a tool that is often used to address minimum bid price requirements or share-count structure.

These approvals collectively increase the company’s flexibility around capital raising and equity incentives, while actual effects on existing holders will depend on whether and how the board uses the greater-than-20% issuance approval, the added 6,500,000 plan shares, and the reverse split authority.

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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)

Delaware	001-38244	90-0772347
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
3300 Bee Cave Road, #650-227, Austin, TX		78746
(Address of principal executive offices)		(Zip Code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		GNPX		The Nasdaq Capital Market

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:

Name		Votes For		Votes Withheld		Broker Non-Votes
William R. Wilson, Jr.		5,626,859		545,921		9,600,549

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: 

Votes For		Votes Against		Abstention		Broker Non-Votes
14,244,518		1,478,193		50,618		0

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: 

Votes For		Votes Against		Abstention		Broker Non-Votes
4,089,289		1,791,592		291,899		9,600,549

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		Votes Against		Abstention		Broker Non-Votes
4,330,925		1,737,505		104,350		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		Votes Against		Abstention		Broker Non-Votes
4,535,930		1,397,289		239,561		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		Votes Against		Abstention		Broker Non-Votes
10,807,011		4,664,097		302,221		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.

Exhibit Number		Description
10.1		Genprex, Inc. 2018 Equity Incentive Plan (As Amended and Restated Effective June 30, 2025).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: August 15, 2025	By:	/s/ Ryan M. Confer
		Ryan M. Confer
		Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

FAQ

What key equity changes did Genprex (GNPX) stockholders approve at the 2025 annual meeting?

Stockholders approved an amended and restated 2018 Equity Incentive Plan that increases authorized shares by 6,500,000, extends the plan’s term to June 30, 2035, and removes outdated Section 162(m) performance-based compensation provisions.

Did Genprex (GNPX) stockholders approve a reverse stock split?

Yes. Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to allow a reverse stock split of issued common shares at a ratio between 1-for-10 and 1-for-50, at any time prior to December 31, 2026, at the board’s discretion.

What was approved regarding Genprex’s agreement with Lincoln Park Capital Fund, LLC?

Stockholders approved, for purposes of Nasdaq Listing Rule 5635(d), allowing the company to issue more than 20% of its issued and outstanding common stock pursuant to its purchase agreement with Lincoln Park Capital Fund, LLC.

What were the voting results for Genprex’s amended equity incentive plan?

The proposal to approve the Amended Equity Plan received 4,330,925 votes for, 1,737,505 votes against, 104,350 abstentions, and 9,600,549 broker non-votes.

Who was elected as director at the Genprex (GNPX) 2025 annual meeting?

William R. Wilson, Jr., a Class II director nominee, was elected to serve until the 2028 annual meeting, receiving 5,626,859 votes for and 545,921 votes withheld, with 9,600,549 broker non-votes.

Did Genprex stockholders approve the advisory vote on executive compensation?

Yes. The advisory vote on compensation of named executive officers received 4,089,289 votes for, 1,791,592 votes against, 291,899 abstentions, and 9,600,549 broker non-votes.

Which auditor did Genprex (GNPX) stockholders ratify for fiscal year 2025?

Stockholders ratified the appointment of WithumSmith+Brown, PC as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with 14,244,518 votes for, 1,478,193 against, and 50,618 abstentions.