[SCHEDULE 13G] Genprex, Inc. Passive Investment Disclosure (>5%)
Ayrton Capital reports 9.72% Genprex stake on 13G
Genprex, Inc. received a Schedule 13G showing that Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri together report beneficial ownership of 249,788 shares of Genprex common stock through warrants.
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Genprex, Inc. received a Schedule 13G showing that Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri together report beneficial ownership of 249,788 shares of Genprex common stock through warrants. This position represents 9.72% of the common stock, calculated using 2,318,894 shares outstanding as of November 19, 2025, plus the warrant shares. The warrants are subject to a 9.99% beneficial ownership blocker, limiting how many shares can be issued on exercise at any time. The investors certify the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Genprex.
FAQ
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What stake in Genprex (GNPX) is reported in this Schedule 13G?
The filing reports beneficial ownership of 249,788 Genprex common shares, equal to 9.72% of the class. This percentage is based on 2,318,894 shares outstanding as of November 19, 2025, plus the shares issuable upon warrant exercise.
Who are the reporting persons in the Genprex (GNPX) Schedule 13G?
The reporting persons are Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri. Alto holds the Genprex securities, Ayrton acts as investment manager, and Khatri is the managing member of Ayrton and a director of the fund.
How is the 9.72% Genprex (GNPX) ownership by Ayrton Capital and affiliates calculated?
The 9.72% figure is calculated using 2,318,894 Genprex common shares outstanding as of November 19, 2025, plus 249,788 additional shares issuable upon exercise of warrants held by the reporting persons, as described in the ownership section.
What securities do Ayrton Capital and Alto Opportunity Master Fund hold in Genprex (GNPX)?
They report 249,788 shares of Genprex common stock issuable upon exercise of certain warrants. These warrant-based shares form the entire reported beneficial ownership position and are subject to a 9.99% beneficial ownership blocker limitation.
What is the 9.99% beneficial ownership blocker mentioned for Genprex (GNPX)?
The filing states that the warrant shares are subject to a 9.99% beneficial ownership blocker. This provision limits the number of shares that can be issued upon warrant exercise so the holders do not exceed 9.99% beneficial ownership at any time.
Are Ayrton Capital and its affiliates seeking control of Genprex (GNPX)?
The reporting persons certify the Genprex securities were acquired and are held in the ordinary course of business. They state the holdings were not acquired and are not held to change or influence control of Genprex, except for limited nomination-related activities.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
GENPREX, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
372446302
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
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)
9.72 %
12
Type of Reporting Person (See Instructions)
IA, CO
SCHEDULE 13G
CUSIP No.
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)
9.72 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
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)
9.72 %
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) 2,318,894 shares of Common Stock of the Issuer that were outstanding as of November 19, 2025; 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 424B3 Prospectus filed on December 12, 2025. For the sake of clarity, the holdings of the Reporting Persons reported herein are as of December 31, 2025. (i) Ayrton Capital LLC: 9.72%; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 9.72%; and (iii) Waqas Khatri: 9.72%.
(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:
02/11/2026
Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B
