Ayrton Capital LLC, Alto Opportunity Master Fund (Segregated Master Portfolio B) and Waqas Khatri reported beneficial ownership of 249,788 shares of Genprex, Inc. Common Stock issuable upon exercise of warrants. The reported stake equals 2.69% of the class based on 9,044,856 shares outstanding as of March 27, 2026. The issuable shares are subject to a 9.99% beneficial ownership blocker. Holdings are reported "as of" March 31, 2026.
Positive
None.
Negative
None.
Insights
Report shows warrant-based holdings below 5% with a 9.99% ownership blocker.
The filing lists 249,788 shares issuable on exercise of warrants, representing 2.69% of the class using the issuer's stated 9,044,856 share count as of March 27, 2026. The positions are held by a fund, its manager, and the manager's managing member.
Because the holdings are under 5% and conditioned by a 9.99% beneficial ownership blocker, this is a routine disclosure of derivative-based ownership; subsequent filings would show exercise or disposition activity if it occurs.
Key Figures
Issuable shares (warrants):249,788 sharesPercent of class:2.69%Shares outstanding used:9,044,856 shares+1 more
4 metrics
Issuable shares (warrants)249,788 sharesissuable upon exercise of held Warrants
Percent of class2.69%based on 9,044,856 shares outstanding as of March 27, 2026
Shares outstanding used9,044,856 sharesshare count cited from the Issuer's 10-K as of March 27, 2026
Beneficial ownership blocker9.99%ownership cap applied to issuable shares under the Warrants
"Represents 249,788 shares of Common Stock issuable on the exercise of certain warrants"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Beneficial ownership blockerregulatory
"The issuable shares of Common Stock related to the exercise of the Warrants are subject to a 9.99% beneficial ownership blocker"
Beneficially ownedregulatory
"Amount beneficially owned: Ayrton Capital LLC: 249,788"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
GENPREX, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
372446302
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
372446302
1
Names of Reporting Persons
Ayrton Capital LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
249,788.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
249,788.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
249,788.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.69 %
12
Type of Reporting Person (See Instructions)
IA, CO
SCHEDULE 13G
CUSIP Number(s):
372446302
1
Names of Reporting Persons
Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
249,788.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
249,788.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
249,788.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.69 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP Number(s):
372446302
1
Names of Reporting Persons
Waqas Khatri
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
249,788.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
249,788.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
249,788.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.69 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
GENPREX, INC.
(b)
Address of issuer's principal executive offices:
3300 Bee Cave Road, #650-227, Austin, TX, 78746
Item 2.
(a)
Name of person filing:
(i) Ayrton Capital LLC; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B; and (iii) Waqas Khatri
(b)
Address or principal business office or, if none, residence:
(i) Ayrton Capital LLC, 55 Post Rd West, 2nd Floor Westport, CT 06880; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, Suite #7 Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, P.O. Box 10250, Cayman Islands; and (iii) Waqas Khatri 55 Post Rd West, 2nd Floor Westport, CT 06880
(c)
Citizenship:
(i) Ayrton Capital LLC: United States; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: Cayman Islands; and (iii) Waqas Khatri: United States
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
372446302
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Ayrton Capital LLC: 249,788; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 249,788; and (iii) Waqas Khatri: 249,788. Represents 249,788 shares of Common Stock issuable on the exercise of certain warrants (the "Warrants") held by the Reporting Persons. The issuable shares of Common Stock related to the exercise of the Warrants are subject to a 9.99% beneficial ownership blocker. The shares reported herein represent Common Stock of GENPREX, INC. (the "Issuer") held by Alto Opportunity Master Fund, SPC- Segregated Master Portfolio B, a Cayman Islands exempted company (the "Fund"). The Fund is a private investment vehicle for which Ayrton Capital LLC, a Delaware limited liability company (the "Investment Manager"), serves as the investment manager. Waqas Khatri serves as the managing member of the Investment Manager (all of the foregoing, collectively, the "Reporting Persons").
(b)
Percent of class:
The percentages below are based on (i) 9,044,856 shares of Common Stock of the Issuer that were outstanding as of March 27, 2026; and (ii) 249,788 shares of Common Stock issuable on the exercise of the Warrants held by the Reporting Persons. The amount of shares outstanding was based upon a statement in the Issuer's 10-K filed on March 30, 2026. For the sake of clarity, the holdings of the Reporting Persons reported herein are as of March 31, 2026. (i) Ayrton Capital LLC: 2.69%; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 2.69%; and (iii) Waqas Khatri: 2.69%.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(i) Ayrton Capital LLC: 249,788 ; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 249,788; and (iii) Waqas Khatri: 249,788
(ii) Shared power to vote or to direct the vote:
(i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; and (iii) Waqas Khatri: 0
(iii) Sole power to dispose or to direct the disposition of:
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Ayrton Capital LLC
Signature:
/s/ Waqas Khatri
Name/Title:
Waqas Khatri / Managing Member
Date:
05/11/2026
Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B
Ayrton Capital, Alto Opportunity Master Fund and Waqas Khatri each report beneficial ownership of 249,788 shares issuable upon exercise of warrants, representing 2.69% of the class based on 9,044,856 shares outstanding as of March 27, 2026.
Are the reported GNPX shares already outstanding or issuable?
The filing states the 249,788 shares are issuable upon exercise of warrants, not currently outstanding. The disclosure treats these shares as beneficially owned for reporting purposes but links them to existing Warrants held by the Reporting Persons.
What is the "beneficial ownership blocker" mentioned in the filing?
The filing says the issuable shares are subject to a 9.99% beneficial ownership blocker, which limits beneficial ownership calculations at that threshold according to the terms described in the Warrants. The blocker is a warrant-specific ownership cap referenced in the filing.
What dates anchor the ownership percentages in the filing?
Percentages are calculated using 9,044,856 shares outstanding as of March 27, 2026, and the Reporting Persons state their holdings are reported "as of" March 31, 2026. Those dates are the time anchors for the reported 2.69% stakes.
Who holds voting and dispositive power over the reported shares?
The filing attributes sole voting and sole dispositive power over 249,788 shares to each of Ayrton Capital LLC, Alto Opportunity Master Fund (Segregated Master Portfolio B), and Waqas Khatri, as reported in the ownership table included in the amendment.
