S-8

As filed with the Securities and Exchange Commission on April 17, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

GENPREX, INC.

(Exact name of registrant as specified in its charter)

Delaware	90-0772347
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

3300 Bee Cave Road #650-227

Austin, Texas 78746

(Address of Principal Executive Offices) (Zip Code)

Genprex, Inc. 2018 Equity Incentive Plan

Inducement Stock Options

(Full title of the plan)

J. Rodney Varner

Chief Executive Officer

3300 Bee Cave Road #650-227

Austin, TX 78746

(Name and address of agent for service)

(877) 774-4679

(Telephone number, including area code, of agent for service)

Copies to:

Kate Basmagian, Esq.

Lowenstein Sandler LLP

1251 Avenue of the Americas

New York, New York 10020

Tel: (212) 262-6700

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, Genprex, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an aggregate of 79,294 shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”), which consists of (i) 74,294 additional shares of Common Stock issuable under the Registrant’s 2018 Equity Incentive Plan (the “2018 Plan”), and (ii) 5,000 shares of Common Stock issuable upon the vesting and exercise of outstanding stock options granted as an inducement award by the Registrant to a new employee in accordance with Nasdaq Listing Rule 5635(c)(4) (the “Inducement Award”). The number of shares of Common Stock available for grant and issuance under the 2018 Plan is subject to an automatic annual increase on the first day of each fiscal year beginning in 2019 by an amount equal to the lesser of (i) 5% of the outstanding shares of Common Stock on such date or (ii) an amount determined by the Board of Directors (the “Evergreen Provision”). On January 1, 2024, the number of shares of Common Stock available for grant and issuance under the Plan increased by 74,294 shares and this Registration Statement registers such additional shares of Common Stock, which were available for grant and issuance under the Plan pursuant to the Evergreen Provision as of January 1, 2024. The Inducement Award was approved by the Registrant’s Board of Directors in compliance with and in reliance on Nasdaq Listing Rule 5635(c)(4) and was granted outside of the 2018 Plan.  All share data in this Registration Statement has been adjusted to reflect the one-for-forty (1-for-40) reverse stock split of the Registrant’s issued and outstanding shares of Common Stock effectuated as of 12:01 a.m. Eastern Time on February 2, 2024.

Pursuant to General Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 of the Registrant filed with the Commission on April 2, 2020 (Registration No. 333-237543), on August 16, 2022 (Registration No. 333-266896) and on February 17, 2023 (Registration No. 333-269865), including any amendments thereto or filings incorporated therein, are incorporated herein by this reference to the extent not replaced or changed hereby.

In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement. 

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed by the Registrant with the Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

● The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on April 1, 2024;

● The Registrant’s Current Reports on Form 8-K filed with the Commission on January 5, 2024, January 31, 2024, February 2, 2024, February 5, 2024, February 26, 2024, March 6, 2024 and March 20, 2024 (in each case, other than any portions thereof deemed furnished and not filed); and

● The description of the Registrant’s Common Stock contained in its Registration Statement on Form 8-A (Registration No. 001-38244) filed with the Commission on October 13, 2017 pursuant to Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description, including Exhibit 4.20 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Commission on April 1, 2024.

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document, which also is deemed to be incorporated by reference herein, modifies or supersedes such statement.

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Item 8. Exhibits

Exhibit Number	Description of Exhibit
4.1	Amended and Restated Certificate of Incorporation of the Registrant, dated April 3, 2018, as amended by the Certificate of Amendment of the Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on January 31, 2024 (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Commission on April 1, 2024).
4.2	Amended and Restated Bylaws of the Registrant, as amended by Amendment No. 1 adopted and approved by the Registrant’s Board of Directors on October 18, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023 filed with the Commission on November 14, 2023).
4.3	Form of Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-219386), as amended, originally filed on July 21, 2017).
5.1*	Opinion of Lowenstein Sandler LLP.
23.1*	Consent of WithumSmith+Brown, PC, Independent Registered Public Accounting Firm.
23.2*	Consent of Daszkal Bolton LLP, Independent Registered Public Accounting Firm.
23.3*	Consent of Lowenstein Sandler LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (included on the signature page to this Registration Statement on Form S-8).
99.1	Genprex, Inc. 2018 Equity Incentive Plan, dated April 3, 2018, including Forms of Award Agreements thereunder (incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Commission on April 1, 2024.
99.2	Genprex, Inc. Form of Inducement Grant (incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Commission on April 1, 2024.
107*	Filing Fee Table.

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on April 17, 2024.

GENPREX, INC.

By:  /s/ J. Rodney Varner 

Name:  J. Rodney Varner

Title:    Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints J. Rodney Varner and Ryan Confer, and each of them, as his true and lawful attorney-in-fact and agent with the full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement, including any and all post-effective amendments, and to file such amendments thereto, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ J. Rodney Varner J. Rodney Varner	Chief Executive Officer and Director (Principal Executive Officer)	April 17, 2024
/s/ Ryan M. Confer Ryan M. Confer	Chief Financial Officer (Principal Financial and Accounting Officer)	April 17, 2024
/s/ Brent M. Longnecker Brent M. Longnecker	Director	April 17, 2024
/s/ Jose Antonio Moreno Toscano Jose Antonio Moreno Toscano	Director	April 17, 2024
/s/ Will R. Wilson, Jr. Will R. Wilson, Jr.	Director	April 17, 2024

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EX-5.1

Exhibit 5.1

April 17, 2024

Genprex, Inc.

3300 Bee Cave Road #650-227

Austin, Texas 78746

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel for Genprex, Inc., a Delaware corporation (the “Company”), in connection with the Company’s filing on the date hereof with the U.S. Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the registration of (i) 74,294 shares (the “Plan Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issuable pursuant to the Genprex, Inc. 2018 Equity Incentive Plan (the “Plan”), and (ii) 5,000 shares of Common Stock (the “Inducement Shares”, and collectively with the Plan Shares, the “Shares”) issuable under a Genprex, Inc. Employee Stock Option Grant Notice and Stock Option Agreement between the Company and an employee of the Company (the “Inducement Agreement”).

In connection with rendering this opinion, we have examined or are familiar with: (i) the Amended and Restated Certificate of Incorporation of the Company, as amended (the “Amended and Restated Certificate”); (ii) the Amended and Restated Bylaws of the Company, as amended; (iii) the Plan; (iv) the Inducement Agreement; (v) the corporate proceedings with respect to the authorization of the Registration Statement; and (vi) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary or appropriate for purposes of this opinion.

In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. As to any facts material to our opinion, we have, when relevant facts were not independently established, relied upon certificates or comparable documents of officers and representatives of the Company.

Based upon the foregoing, and subject to the qualifications stated herein, we are of the opinion that the Shares being registered pursuant to the Registration Statement, upon issuance and delivery in accordance with the terms of the Plan or the Inducement Agreement, as applicable, will be validly issued, fully paid and non-assessable.

The opinion expressed herein is limited to the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing) and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction. We assume no obligation to advise you of facts or circumstances that come to our attention or changes in law that occur which could affect the opinions contained herein.

We hereby consent to the filing of a copy of this letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,
By:	/s/ Lowenstein Sandler LLP
	Lowenstein Sandler LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Genprex, Inc.

Austin, Texas

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Genprex, Inc. (the “Company”) of our report dated April 1, 2024 (which includes explanatory paragraphs relating to the (i) Company’s ability to continue as a going concern and (ii) revisions to the 2022 financial statements related to our audit of the adjustments to retrospectively apply the Company’s February 2, 2024 reverse stock split and our audit of 2022 tabular federal and state income tax information (disclosed in Note 8 – Income Taxes)), relating to the financial statements of the Company, which appear in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2023 filed with the Securities and Exchange Commission on April 1, 2024. 

/s/ WithumSmith+Brown, PC

East Brunswick, New Jersey

April 17, 2024

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Genprex, Inc.

Austin, Texas

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 31, 2023, with respect to the financial statements of Genprex, Inc. (the “Company”) as of December 31, 2022 and for the year then ended, which report is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on April 1, 2024. 

/s/ Daszkal Bolton LLP

Boca Raton, Florida

April 17, 2024

EX-FILING FEES

Exhibit 107

CALCULATION OF FILING FEE TABLE

Form S-8

(Form Type)

Genprex, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Title of Securities to be Registered	Fee Calculation Rule	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share			Proposed Aggregate Offering Price			Fee Rate	Amount of Registration Fee
Equity	Common stock, $0.001 par value per share	Rule 457(c) and Rule 457(h)	74,294 (2)	$	2.56	(3)	$	190,192.64	(3)	0.00014760	$	28.08
Equity	Common stock, $0.001 par value per share	Rule 457(h)	5,000 (4)	$	18.00	(5)	$	90,000.00	(5)	0.00014760	$	13.29
	Total Offering Amounts						$	280,192.64			$	41.37
	Total Fee Offsets (6)											-
	Net Fee Due										$	41.37

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the Registrant’s 2018 Equity Incentive Plan (the “2018 Plan”) and the Employee Stock Option Grant Notice and Stock Option Agreement referenced in footnote (4) below in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization, antidilution provisions, or other similar transactions.
(2)	Represents an automatic annual increase on January 1, 2024 to the number of shares of the Registrant’s common stock reserved for issuance under the 2018 Plan, which annual increase is provided for in the 2018 Plan pursuant to the evergreen provision thereof.
(3)	Estimated pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The offering price per share and the aggregate offering price for shares reserved for future issuance under the 2018 Plan are based on the average of the high and the low price of the Registrant’s common stock as reported on the Nasdaq Capital Market on April 15, 2024, which date is within five business days prior to filing this Registration Statement.
(4)	Represents 5,000 shares of common stock issuable upon the vesting and exercise of stock options granted as inducement awards by the Registrant to an employee under an Employee Stock Option Grant Notice and Stock Option Agreement in accordance with Nasdaq Listing Rule 5635(c)(4).
(5)	Estimated pursuant to Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The offering price per share and the aggregate offering price with respect to the 5,000 shares of common stock issuable upon the vesting and exercise of stock options granted as inducement awards are based on the exercise price of $18.00 per share.
(6)	The Registrant does not have any fee offsets.