Genprex (NASDAQ: GNPX) OKs equity plan and reverse split range

Rhea-AI Filing Summary

Genprex, Inc. reported results from its 2026 annual stockholders meeting, where investors approved an Amended and Restated 2018 Equity Incentive Plan adding 1,850,000 shares of common stock for potential equity awards. The plan now runs through April 15, 2036.

Stockholders also re-elected Jose Antonio Moreno Toscano and Ryan M. Confer as Class III directors and ratified WithumSmith+Brown, PC as auditor for the year ending December 31, 2026. An advisory vote approved compensation for named executive officers.

Shareholders further authorized an amendment to the certificate of incorporation allowing a reverse stock split at a ratio between 1-for-5 and 1-for-50, which the board may implement at its discretion any time before December 31, 2027.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Equity plan share increase: 1,850,000 shares Equity plan term: Through April 15, 2036 Director vote for Moreno Toscano: 868,543 for; 176,863 withheld; 3,549,622 broker non-votes +5 more

8 metrics

Equity plan share increase 1,850,000 shares Additional common stock authorized under Amended Equity Plan

Equity plan term Through April 15, 2036 Duration of Amended and Restated 2018 Equity Incentive Plan

Director vote for Moreno Toscano 868,543 for; 176,863 withheld; 3,549,622 broker non-votes Election of Class III director

Director vote for Ryan M. Confer 877,370 for; 168,036 withheld; 3,549,622 broker non-votes Election of Class III director

Auditor ratification vote 4,284,497 for; 254,937 against; 55,594 abstentions WithumSmith+Brown, PC for FY ending December 31, 2026

Say-on-pay vote 681,841 for; 328,425 against; 35,140 abstentions; 3,549,622 broker non-votes Advisory vote on NEO compensation

Reverse split authorization vote 2,941,032 for; 1,592,728 against; 61,268 abstentions Approval of 1-for-5 to 1-for-50 reverse split range

Reverse split window Through December 31, 2027 Period during which board may implement reverse split

Key Terms

Amended and Restated 2018 Equity Incentive Plan, reverse stock split, broker non-votes, advisory vote, +2 more

6 terms

Amended and Restated 2018 Equity Incentive Plan financial

"the Company’s stockholders approved the Company’s amended and restated 2018 Equity Incentive Plan"

reverse stock split financial

"to effect a reverse stock split of the Company’s issued shares of common stock"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

broker non-votes financial

"Votes For | | Votes Against | | Abstention | | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote financial

"on an advisory basis, on the compensation of the Company’s NEOs"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent registered public accounting firm financial

"as the Company’s independent registered public accounting firm for the Company’s fiscal year"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

false 0001595248 0001595248 2026-06-18 2026-06-18

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

June 18, 2026

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 June 18, 2026 at the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Genprex, Inc. (the “Company” or “Genprex”), 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 Amended Equity Plan amends the 2018 Plan primarily by increasing the number of shares of the Company’s common stock authorized for issuance thereunder by an additional 1,850,000 shares (subject to adjustment for stock splits, stock dividends and similar events). The Amended Equity Plan has a term through April 15, 2036 (the 10-year anniversary of the Board’s adoption of the Amended Equity Plan); provided that the Amended Equity Plan will continue thereafter while awards granted prior to such expiration date remain outstanding. 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 (as such term is defined in Item 5.07 below) under “Proposal 4 – Approval of the Company’s Amended and Restated 2018 Equity Incentive Plan,” beginning on page 34 of the Proxy Statement.  The Amended Equity Plan became effective upon its approval by the Company’s stockholders at the 2026 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 June 18, 2026, Genprex held its 2026 Annual Meeting. The final voting results for each of the matters submitted to a vote of stockholders at the 2026 Annual Meeting, as set forth in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on April 29, 2026 (the “Proxy Statement”), were as follows:

Proposal 1. Election of Directors.

The Class III director nominees, Jose Antonio Moreno Toscano and Ryan M. Confer, were elected to serve until the 2029 annual meeting of stockholders and until their respective successors have been duly elected and qualified, or until each such director’s earlier resignation, removal or death. The result of the votes to elect the Class III directors were as follows:

Name		Votes For		Votes Withheld		Broker Non-Votes
Jose Antonio Moreno Toscano		868,543		176,863		3,549,622
Ryan M. Confer		877,370		168,036		3,549,622

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, 2026 was approved by the stockholders based upon the following votes: 

Votes For		Votes Against		Abstention		Broker Non-Votes
4,284,497		254,937		55,594		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
681,841		328,425		35,140		3,549,622

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
675,090		337,920		32,396		3,549,622

Proposal 5. 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-five (1:5) to one-for-fifty (1:50), at any time prior to December 31, 2027, 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
2,941,032		1,592,728		61,268		0

In connection with the 2026 Annual Meeting, the Company also solicited proxies with respect to the adjournment of the 2026 Annual Meeting, if necessary, for the purpose of soliciting additional proxies if there were insufficient votes at the 2026 Annual Meeting to approve any of the foregoing proposals (the “Adjournment Proposal”).  As there were sufficient votes at the time of the 2026 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 2026 Annual Meeting.

No other business properly came before the 2026 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 April 15, 2026).
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: June 18, 2026	By:	/s/ Ryan M. Confer
		Ryan M. Confer
		President, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

FAQ

What did Genprex (GNPX) shareholders approve at the 2026 annual meeting?

Shareholders approved the Amended and Restated 2018 Equity Incentive Plan, re-elected two Class III directors, ratified WithumSmith+Brown, PC as auditor, endorsed executive compensation on an advisory basis, and authorized a potential reverse stock split within a defined ratio range.

How many additional shares did Genprex add to its 2018 Equity Incentive Plan?

The amended plan adds 1,850,000 additional shares of Genprex common stock authorized for issuance as equity awards. This expansion supports future stock-based compensation while remaining subject to plan terms and adjustments for stock splits and similar corporate actions.

What are the terms and duration of Genprex’s amended 2018 Equity Incentive Plan?

The Amended Equity Plan became effective upon stockholder approval at the 2026 meeting and runs through April 15, 2036. Awards granted before expiration can remain outstanding afterward, following the terms described in the company’s definitive proxy statement.

What reverse stock split authority did Genprex (GNPX) shareholders grant?

Shareholders approved an amendment authorizing a reverse stock split of issued common shares at a ratio between 1-for-5 and 1-for-50. The board may choose whether to implement it, and at what ratio, any time before December 31, 2027 without further stockholder approval.

Who was elected to Genprex’s board of directors at the 2026 meeting?

Jose Antonio Moreno Toscano and Ryan M. Confer were elected as Class III directors. They will serve until the 2029 annual meeting of stockholders and until successors are duly elected and qualified, or until earlier resignation, removal, or death under company governance terms.

Which audit firm did Genprex stockholders ratify for fiscal year 2026?

Stockholders ratified WithumSmith+Brown, PC as Genprex’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification vote received substantially more votes for than against or abstaining, indicating broad shareholder support for the appointment.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 144.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB