Genprex Inc SEC Filings

Genprex (GNPX) entered into a registered direct offering of 377,780 shares at $9.00 per share, alongside a concurrent private placement of warrants exercisable for up to 755,560 shares at an exercise price of $8.75. The transaction is expected to close on or about October 29, 2025, subject to customary conditions.

The company expects approximately $3.0 million in net proceeds from the share sale, excluding any warrant exercises. If the private warrants are fully exercised, Genprex would receive additional gross proceeds of about $6.6 million. Proceeds are earmarked for working capital and general corporate purposes.

Placement agent compensation includes a 7.0% cash fee and a 1.0% management fee, expense reimbursements, and 22,667 placement agent warrants at a $11.25 exercise price. Genprex agreed to a 5‑day issuance/filing standstill and a 1‑year prohibition on variable‑rate issuances, with exceptions for its ATM and equity line. The company will file an S‑1 for warrant share resale within 30 days and target effectiveness within 60 days (or 90 days if fully reviewed). A beneficial ownership cap limits exercises to 4.99%, adjustable up to 9.99%.

Genprex, Inc. priced a primary offering of 377,780 shares of common stock at $9.00 per share, for gross proceeds of $3,400,020. After placement agent fees of $0.63 per share, the company expects proceeds before expenses of $3,162,018.60. Net proceeds are estimated at approximately $3.0 million, earmarked for working capital and general corporate purposes. Shares outstanding were 1,254,061 before the offering and are expected to be 1,631,841 immediately after.

In a concurrent private placement, purchasers will receive warrants to buy up to 755,560 shares at an exercise price of $8.75 per share; these warrants and their underlying shares are not registered here. Genprex will also issue placement agent warrants for up to 22,667 shares at $11.25 per share. The company recently effected a 1‑for‑50 reverse stock split (October 21, 2025) following a 1‑for‑40 split in 2024, and continues to work toward Nasdaq listing compliance. The common stock trades on Nasdaq under “GNPX”.

Genprex, Inc. (GNPX) reported that its research collaborators presented positive preclinical data for Reqorsa Gene Therapy (quaratusugene ozeplasmid) in ALK-EML4 positive non-small cell lung cancer at the 2025 AACR-NCI-EORTC conference in Boston.

The study showed REQORSA can overexpress the tumor suppressor gene TUSC2 in ALK+ NSCLC cell lines and patient-derived organoids, inducing apoptosis, including in cells resistant to alectinib. Combining REQORSA with alectinib further increased apoptosis, and in a mouse xenograft model the combination improved survival versus control. The Company stated these results support a potential future clinical trial in ALK-positive lung cancer.

Genprex, Inc. (GNPX) entered a financing on October 23, 2025. The company agreed to sell 243,622 registered shares at $11.21 per share in a registered direct offering and, in a concurrent private placement, issue warrants exercisable for up to 487,244 shares at an $11.00 exercise price.

Genprex expects approximately $2.3 million in net proceeds from the registered direct, excluding any warrant exercise proceeds. If the private warrants are exercised in full, the company would receive approximately $5.4 million in additional gross proceeds. The company plans to use proceeds for working capital and general corporate purposes.

Separately, Genprex noted Nasdaq listing matters. A one-for-fifty reverse stock split was implemented on October 21, 2025 to address the $1.00 minimum bid price requirement, which must be maintained for 10 consecutive business days. The Nasdaq Hearings Panel granted an exception through October 31, 2025, with potential discretion to extend to February 9, 2026.

Genprex, Inc. is conducting a primary offering of 243,622 shares of common stock at $11.21 per share, for gross proceeds of $2,731,002.62. After placement agent fees and estimated offering expenses, the company expects net proceeds of approximately $2.3 million. The offering is being executed on a reasonable best‑efforts basis by H.C. Wainwright & Co.

In a concurrent private placement, purchasers will receive unregistered warrants to buy up to 487,244 shares at an $11.00 exercise price. Shares outstanding were 1,004,437 before the transaction and are expected to be 1,248,059 after the offering. Genprex recently effected 1‑for‑50 and 1‑for‑40 reverse stock splits and has an active Nasdaq compliance plan. The company plans to use proceeds for working capital and general corporate purposes.

Genprex reported that its research collaborators will present positive preclinical data on REQORSA (quaratusugene ozeplasmid) for ALK-EML4 positive non-small cell lung cancer at the 2025 AACR-NCI-EORTC conference in Boston. The studies showed that REQORSA increased TUSC2 expression and activated apoptotic pathways across ALK+ cell lines and patient-derived organoids, including models with acquired resistance to the ALK inhibitor alectinib.

In a mouse model, alectinib alone shrank tumors by 60%, while REQORSA alone and the REQORSA–alectinib combination each shrank tumors by 79%. Researchers also observed slower tumor regrowth after combined treatment versus single agents and increased markers of apoptosis (including caspase 3/7 activity). The abstract concludes that these in vitro and in vivo findings support a potential clinical trial of REQORSA in ALK-EML4 positive NSCLC.

Genprex, Inc. (GNPX) effected a one-for-fifty reverse stock split of its common stock, effective at 12:01 a.m. on October 21, 2025. The action consolidates every 50 pre-split shares into 1 share.

After giving effect to the reverse split, the company reports 1,004,326 shares outstanding as of October 21, 2025, prior to any rounding of fractional shares. The filing lists no other corporate changes or transactions related to this event.

Genprex received a Nasdaq Hearings Panel exception to regain compliance with the $1.00 Minimum Bid Price and minimum stockholders’ equity listing standards through October 31, 2025, with Panel discretion to extend to February 9, 2026. The Panel may reconsider the exception, and no further extension is assured.

To support compliance, the Board approved a 1-for-50 reverse stock split effective at 12:01 a.m. ET on October 21, 2025. Trading will begin on a split-adjusted basis that day under ticker GNPX; fractional shares will be rounded up to the next whole share. Par value and authorized shares are unchanged, and outstanding options and warrants will be adjusted per their terms.

Clinical updates: Acclaim-1 (NSCLC) Phase 2a targets ~33 patients with an interim analysis after the first 19; enrollment of those 19 is expected in the first half of 2026 with interim analysis in the second half of 2026 (FDA Fast Track). Acclaim-3 (ES‑SCLC) Phase 2 plans ~50 patients across ~10–15 U.S. sites, with a futility look after the 25th patient reaches 18 weeks; the same first‑half/second‑half 2026 timing is expected (FDA Fast Track and Orphan Drug).