false 0001595248 0001595248 2023-12-14 2023-12-14

   

 

 

FORM 8-K 

    

 

 

 

Date of report (Date of earliest event reported)

 

 

 

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:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

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. ☒

 

 

 

 

On December 14, 2023, Genprex, Inc., a Delaware corporation (“we” or “our” or the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). The final voting results for each of the matters submitted to a vote of stockholders at the Special Meeting, as set forth in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on November 3, 2023, are as follows:

 

Proposal 1. Amendment to our Amended and Restated Certificate of Incorporation.

 

The amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our issued shares of common stock, at a specific ratio, ranging from one-for-ten (1:10) to one-for-fifty (1:50), at any time prior to December 31, 2025, subject to our 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 our stockholders (“Proposal 1”) was approved by the stockholders upon the following votes: 

 

 

In connection with the Special Meeting, the Company also solicited proxies with respect to the adjournment of the Special Meeting for the purpose of soliciting additional proxies if there were insufficient votes at the Special Meeting to approve Proposal 1 (the “Adjournment Proposal”).  As there were sufficient votes at the time of the Special Meeting to approve Proposal 1, the Adjournment Proposal was unnecessary and such proposal was not submitted to the stockholders for approval at the Special Meeting.

 

No other business properly came before the Special Meeting.

 

 

(d) Exhibits.

 

 

 

 

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.