Genprex (NASDAQ: GNPX) regains Nasdaq equity compliance but faces 1-year monitor

Rhea-AI Filing Summary

Genprex, Inc. reported that Nasdaq’s Hearings Panel has determined the company has regained compliance with Nasdaq Listing Rule 5550(b)(1), which requires minimum stockholders’ equity of $2.5 million. This restores the company’s standing with Nasdaq’s equity requirement after a prior deficiency notice received on August 19, 2025.

Under Nasdaq Listing Rule 5815(d)(4)(B), Genprex will be under a mandatory panel monitor through January 7, 2027. If during this one-year period Nasdaq staff again finds the company out of compliance with the same minimum stockholders’ equity rule, staff will issue a delisting determination without providing an additional cure period or plan-of-compliance process, although Genprex would be able to request a new hearing and its securities could then be delisted from Nasdaq.

Positive

• Regained Nasdaq equity compliance: Nasdaq’s Hearings Panel determined Genprex now meets the minimum stockholders’ equity requirement of $2.5 million under Listing Rule 5550(b)(1), resolving the prior deficiency process.

Negative

• Heightened delisting risk during monitoring period: Through January 7, 2027, any repeat non-compliance with the same Nasdaq equity rule will trigger an immediate Delist Determination Letter without an additional cure period, and the company’s securities may then be delisted if a new panel hearing is not successful.

Insights

Equity Listing & Compliance Analyst

Genprex regains Nasdaq equity compliance but faces strict one-year monitoring.

Genprex has been formally notified that it is back in compliance with Nasdaq’s minimum stockholders’ equity requirement of $2.5 million under Listing Rule 5550(b)(1). This resolves the deficiency process that began with the Nasdaq notice dated August 19, 2025, meaning the company currently meets Nasdaq’s key equity standard for continued listing on The Nasdaq Capital Market.

However, the company is now subject to a mandatory panel monitor through January 7, 2027 under Listing Rule 5815(d)(4)(B). If within this one-year period Nasdaq staff again determines Genprex is out of compliance with the same equity rule, staff will issue a Delist Determination Letter without allowing a new compliance plan or additional cure period.

In that scenario, Genprex could still request a new hearing before the original or a newly convened Nasdaq Hearings Panel as permitted by Listing Rule 5815(d)(4)(C). The company notes that its securities may at that time be delisted from Nasdaq if it cannot satisfy the panel, so future equity levels and any subsequent Nasdaq correspondence will be important reference points in later disclosures.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

false 0001595248 0001595248 2026-01-07 2026-01-07

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

January 7, 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 8.01 Other Events.

On January 7, 2026, Genprex, Inc. (the “Company”) was formally notified (the “Compliance Notice”) that the Nasdaq Hearings Panel (the “Panel”) of the Nasdaq Stock Market LLC (“Nasdaq”) determined that the Company has regained compliance with the minimum stockholders’ equity requirement of $2.5 million under the Nasdaq Listing Rule 5550(b)(1) (the “Minimum Stockholders’ Equity Rule”). Pursuant to Nasdaq Listing Rule 5815(d)(4)(B), the Company will be subject to a mandatory panel monitor through January 7, 2027. If, within that one-year monitoring period, the Listing Qualifications Staff (the “Staff”) of Nasdaq finds the Company again out of compliance with the Minimum Stockholders’ Equity Rule that was the subject of the exception as previously granted by the Panel, notwithstanding Nasdaq Listing Rule 5810(c)(2), the Company will not be permitted to provide the Staff with a plan of compliance with respect to that deficiency and the Staff will not be permitted to grant additional time for the Company to regain compliance with respect to that deficiency, nor will the Company be afforded an applicable cure or compliance period pursuant to Nasdaq Listing Rule 5810(c)(3). Instead, the Staff will issue a Delist Determination Letter, and the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened Hearings Panel if the initial Panel is unavailable. The Company will have the opportunity to present to the Hearings Panel as provided by Nasdaq Listing Rule 5815(d)(4)(C), and the Company’s securities may be at that time delisted from Nasdaq.

The Compliance Notice was in connection with the previously-disclosed matter originally initiated pursuant to the letter received by the Company from Nasdaq on August 19, 2025, indicating that the Company at such time was not in compliance with the Minimum Stockholders’ Equity Rule. 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
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: January 9, 2026	By:	/s/ Ryan Confer
		Ryan Confer
		President, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

FAQ

What did Genprex, Inc. (GNPX) announce in this 8-K?

Genprex reported that a Nasdaq Hearings Panel has determined the company has regained compliance with Nasdaq Listing Rule 5550(b)(1), which requires minimum stockholders’ equity of $2.5 million, restoring compliance with this listing standard.

Why was Genprex previously out of compliance with Nasdaq rules?

The update relates to a matter that began with a Nasdaq letter dated August 19, 2025, which informed Genprex that it was not in compliance at that time with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1).

What is the Nasdaq monitoring period for Genprex after regaining compliance?

Under Nasdaq Listing Rule 5815(d)(4)(B), Genprex will be subject to a mandatory panel monitor through January 7, 2027, following the Panel’s determination that it has regained compliance.

What happens if Genprex again falls below the Nasdaq minimum stockholders’ equity rule during the monitoring period?

If Nasdaq staff finds Genprex out of compliance again with the same minimum stockholders’ equity rule during the one-year monitoring period, staff must issue a Delist Determination Letter and cannot grant additional time or accept a new compliance plan for that deficiency.

Will Genprex have any recourse if Nasdaq issues a Delist Determination Letter?

Yes. If a Delist Determination Letter is issued, Genprex will have an opportunity to request a new hearing with the initial Hearings Panel or a newly convened panel, as provided by Nasdaq Listing Rule 5815(d)(4)(C).

Could Genprex’s securities be delisted from Nasdaq despite the current compliance status?

The company notes that its securities may be delisted from Nasdaq at the time of any future hearing if it is again found out of compliance with the same minimum stockholders’ equity rule and cannot satisfy the Hearings Panel.