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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

November 21, 2025

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 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 November 21, 2025, Genprex, Inc. (the “Company”) filed a prospectus supplement dated November 21, 2025 (the “Prospectus Supplement”) with the Securities and Exchange Commission for the offer and sale of additional shares of its common stock, par value $0.001 per share having an aggregate offering price of up to $75,000,000 (the “Shares”), pursuant to that certain At the Market Offering Agreement, dated December 13, 2023, by and between the Company and H.C. Wainwright & Co., LLC, acting as agent (the “Sales Agreement”). The Prospectus Supplement amends and supplements the information contained in the prospectus, dated June 9, 2023 (the “Base Prospectus”), filed as part of the Company’s registration statement on Form S-3 (File No. 333-271386), as previously amended and supplemented by the Company’s prospectus supplements dated November 10, 2025, December 20, 2024, November 8, 2024, August 16, 2024, May 20, 2024 and December 13, 2023 (the “Prior Prospectuses,” and collectively with the Base Prospectus, the “ATM Prospectus”). The Prospectus Supplement should be read in conjunction with the ATM Prospectus, and is qualified by reference thereto, except to the extent that the information therein amends or supersedes the information contained in the ATM Prospectus. The Prospectus Supplement is not complete without, and may only be delivered or utilized in connection with, the ATM Prospectus and any future amendments or supplements thereto. The Company has previously sold 796,065 shares of its common stock for aggregate gross proceeds of $14,796,375 under the Sales Agreement pursuant to the Prior Prospectuses. A copy of the opinion of Lowenstein Sandler LLP relating to the legality of the Shares covered by the Prospectus Supplement is filed as Exhibit 5.1 attached hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description

5.1		Opinion of Lowenstein Sandler LLP.

23.1		Consent of Lowenstein Sandler LLP (included in Exhibit 5.1).

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: November 21, 2025	By:	/s/ Ryan Confer
		Ryan Confer
		Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

EX-5.1 2 ex_891383.htm EXHIBIT 5.1 HTML Editor

Exhibit 5.1

November 21, 2025

Genprex, Inc.

3300 Bee Cave Road, #650-227

Austin, TX 78746

Ladies and Gentlemen:

We have acted as counsel to Genprex, Inc., a Delaware corporation (the “Company”), in connection with the offer and sale by the Company of an aggregate of up to $75,000,000 of its common stock, par value $0.001 per share (the “Shares”) pursuant to an At the Market Offering Agreement, dated as of December 13, 2023 (the “Sales Agreement”) between the Company and H.C. Wainwright & Co., LLC (the “Agent”), as sales agent. The Shares are being offered for sale pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-271386) filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations promulgated thereunder, the prospectus, dated June 9, 2023 (the “Base Prospectus”), and the Prospectus Supplements filed pursuant to Rule 424(b) under the Securities Act, dated November 21, 2025, November 10, 2025, December 20, 2024, November 8, 2024, August 16, 2024, May 20, 2024 and December 13, 2023 (the “Prospectus Supplements,” and together with the Base Prospectus, the “Prospectus”).

We understand that the Shares are to be issued by the Company and sold by the Agent pursuant to the Sales Agreement, as described in the Registration Statement and the Prospectus.

In connection with this opinion, we have (i) investigated such questions of law, (ii) examined originals or certified, conformed or reproduction copies of such agreements, instruments, documents and records of the Company, such certificates of public officials and such other documents and (iii) received such information from officers and representatives of the Company as we have deemed necessary or appropriate for the purposes of this opinion.

In all such examinations, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified documents of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to the opinion expressed herein, we have relied upon, and assume the accuracy of, the representations and warranties set forth in the Sales Agreement, and certificates and oral or written statements and other information of or from public officials and officers and representatives of the Company.

Based upon the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares have been duly authorized for issuance, and when issued and paid for in accordance with, and subject to, the terms and conditions of the Sales Agreement, the Shares will be validly issued, fully paid and non-assessable.

The opinion expressed herein is limited to the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”), as currently in effect, and reported judicial decisions interpreting such provisions of the DGCL.

The opinion expressed herein is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated herein. We undertake no obligation to supplement this letter if any applicable laws change after the date hereof or if we become aware of any facts that might change the opinion expressed herein after that date or for any other reason.

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Current Report on Form 8-K filed by the Company on the date hereof and which is incorporated by reference into the Prospectus and to the references to this firm under the caption “Legal Matters” in the Prospectus. In giving these consents, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ Lowenstein Sandler LLP

Lowenstein Sandler LLP