Note 4 - Equity

9 Months Ended

Sep. 30, 2025

Notes to Financial Statements

Equity [Text Block]

Note 4 - Equity

Reverse Stock Split

On February 2, 2024, Genprex completed a 1-for-40 Reverse Split of its issued and outstanding shares of common stock. The 2024 Reverse Split did not change the number of authorized shares of common stock or the par value. All references in these unaudited condensed consolidated financial statements to shares, share prices, exercise prices, and other per share information in all periods have been adjusted, on a retroactive basis, to reflect the 2024 Reverse Split.

On October 21, 2025, Genprex completed a 1-for-50 Reverse Split of its issued and outstanding shares of common stock. The Reverse Split did not change the number of authorized shares of common stock or the par value. All references in these unaudited condensed consolidated financial statements to shares, share prices, exercise prices, and other per share information in all periods have been adjusted, on a retroactive basis, to reflect the Reverse Split. See “Note 9 - Subsequent Events - 2025 Reverse Stock Split” for a description of the Reverse Split.

Registered Direct Offering

On March 21, 2024, the Company completed a registered direct offering priced at the market under Nasdaq rules, in which the Company sold to an institutional investor an aggregate of (i)  3,300 shares of common stock, (ii) pre-funded warrants (the  “March 2024 Pre-Funded Warrants”) exercisable for up to an aggregate of 27,543 shares of common stock, and (iii) warrants (the  “March 2024 Common Warrants”) exercisable for up to an aggregate of 30,843 shares of common stock. The offering price for each share of common stock and accompanying March 2024 Common Warrant was $210.75, and the offering price for each March 2024 Pre-Funded Warrant and accompanying March 2024 Common Warrant was $210.75. The March 2024 Pre-Funded Warrants were exercisable immediately upon issuance at an exercise price of $0.005 per share and expired when exercised in full. The March 2024 Common Warrants are exercisable immediately upon issuance at an exercise price of $204.50 per share and will expire in five years from the date of issuance. The Company received net proceeds of approximately $5.8 million after commissions and expenses, excluding any proceeds received from any exercise of the March 2024 Common Warrants. In connection with the offering, the Company also amended certain existing warrants to purchase up to an aggregate of 3,886 shares of common stock that were previously issued to investors in March 2023 and July 2023, with exercise prices of $2,200.00 and $1,770.00 per share and expiration dates of March 1, 2028 and July 21, 2028 for $6.25 per amended warrant, such that the amended warrants have a reduced exercise price of $204.50 per share and an expiration date of five years from the closing of the March 2024 offering. As of  December 31, 2024, all of the 27,543 March 2024 Pre-Funded Warrants had been exercised for shares of common stock.

At-The-Market Offering

On December 13, 2023, Genprex entered into an At The Market (“ATM”) Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC, serving as agent (the “Agent”) with respect to an at-the-market offering program (the “2023 ATM Facility”) under which the Company may offer and sell through the Agent, from time to time at its sole discretion, up to such number or dollar amount of shares of its common stock (the “Shares”) as registered on the prospectus supplement covering the 2023 ATM Facility offering, as may be amended or supplemented from time to time. Any Shares offered and sold pursuant to the Sales Agreement will be issued pursuant to the Company’s currently effective shelf Registration Statement on Form S-3 (File No. 333-271386) filed with the SEC on April 21, 2023, which was declared effective on June 9, 2023. The Company has agreed to pay the Agent a commission equal to three percent (3%) of the gross sales proceeds of any Shares sold through the Agent under the Sales Agreement, and also have provided the Agent with customary indemnification and contribution rights. There were no sales of common stock pursuant to the 2023 ATM Facility during the three months ended September 30, 2025. During the nine months ended  September 30, 2025, the Company sold 338,811 shares of common stock for aggregate net proceeds of $6,895,947 under the 2023 ATM Facility. See “Note 9 - Subsequent Events - At-The-Market Offering” for a description of the prospectus supplement filed by the Company on November 10, 2025 and the Company’s usage of the 2023 ATM Facility subsequent to September 30, 2025.

Equity Line of Credit 

On June 11, 2025, Genprex entered into an equity line of credit (“ELOC”) purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which Lincoln Park committed to purchase up to $12.5 million in shares of the Company’s common stock (subject to certain conditions and limitations contained in the Purchase Agreement) from time to time at the Company’s sole discretion over the 24-month term of the Purchase Agreement (the “2025 ELOC Facility”). Sales of shares of common stock to Lincoln Park under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the common stock and the Company’s determination as to the appropriate sources of funding for its operations. Due to certain pricing and settlement provisions, the Purchase Agreement qualifies as a standby purchase equity agreement and includes an embedded put option and an embedded forward contract. Genprex will account for the Purchase Agreement as a derivative measured at fair value, with changes in fair value recognized in the condensed consolidated statement of operations. The put option derivative liability is accounted for on a fair value basis under the provisions of ASC 815 – Derivatives and Hedging. The derivative associated with the Purchase Agreement was deemed de minimus at inception until the Company obtained stockholder approval to issue shares of common stock to Lincoln Park under the Purchase Agreement in excess of the Exchange Cap. The fair value of the ELOC Purchase Agreement contemplated future purchase decisions based on economic considerations and relevant stock issuance rules and limitations and has been determined using a Monte Carlo simulation. The fair value of the ELOC derivative liability was $243,000 at  September 30, 2025.

The following table provides the carrying value and fair value of the ELOC derivative liability of the Company measured at fair value on a recurring basis as of September 30, 2025:

			Fair Value Measurement at September 30, 2025
	Carrying Value		Level 1		Level 2		Level 3
Liabilities:
Derivative liability	$	243,000		—		—	$	243,000
Totals liabilities measured and recorded at fair value	$	243,000	$	—	$	—	$	243,000

The following table provides quantitative information regarding fair value measurements inputs used with respect to the ELOC derivative liability, as of their respective measurement dates:

	September 30, 2025
Closing stock price:	$	0.17
Volatility:		180.0	%
Expected term (in years):		1.70
Risk-free rate:		3.6	%
			%

The Company expenses the difference between the discounted purchase price of the settled forward and the fair value of the shares on the date of settlement as a non-cash financing cost. During the three months ended  September 30, 2025, the Company sold 341,224 shares of common stock to Lincoln Park as purchase shares for aggregate net proceeds of $2,943,745 under the 2025 ELOC Facility. During the nine months ended  September 30, 2025, the Company (i) issued 23,737 shares of common stock to Lincoln Park with a value of $365,550 as commitment shares pursuant to the 2025 ELOC Facility, which was expensed as incurred, and (ii) sold 422,380 shares of common stock to Lincoln Park as purchase shares for aggregate net proceeds of  $3,818,631 under the 2025 ELOC Facility. 

See “Note 9 – Subsequent Events – Share Issuances” for a description of the Company’s usage of the 2025 ELOC Facility subsequent to  September 30, 2025.

Stock Issuances

During the three months ended September 30, 2025, the Company issued (i) 100 shares of common stock for services provided to the Company valued at $1,335 to the Chairman of its Scientific Advisory Board, and (ii) 341,224 shares of common stock sold to Lincoln Park as purchase shares for aggregate net proceeds of $2,943,745 under the 2025 ELOC Facility.

During the nine months ended  September 30, 2025, the Company issued (i) 300 shares of common stock for services provided to the Company valued at $6,990 to the Chairman of its Scientific Advisory Board, (ii) 1,785 shares of common stock upon the vesting of restricted stock units (“RSUs”) valued at $21,922 to Company executives, employees, and non-employee service providers, (iii) 338,811 shares of common stock sold for aggregate net proceeds of $6,895,947 under the 2023 ATM Facility, (iv) 23,737 shares of common stock issued to Lincoln Park as commitment shares pursuant to the Company’s 2025 ELOC Facility, and (v) 422,380 shares of common stock sold to Lincoln Park as purchase shares for aggregate net proceeds of $3,818,631 under the 2025 ELOC Facility (inclusive of the shares issued during the three months ended  September 30, 2025, as described in the immediately preceding sentence).

During the three months ended September 30, 2024, the Company issued (i) 100 shares of common stock for services provided to the Company valued at $9,650 to the Chairman of its Scientific Advisory Board, (ii) 15,580 shares of common stock upon the exercise of pre-funded warrants at a nominal exercise price associated with the Company’s March 2024 offering (the remaining balance of the purchase price of each share of common stock associated with each pre-funded warrant having been previously paid as the investor’s subscription price for the pre-funded warrants at the closing of such offering), and (iii) 42,990 shares of common stock sold for aggregate net proceeds of $1,215,105 under the Company’s 2023 ATM Facility. 

During the nine months ended September 30, 2024, the Company issued (i) 203 shares of common stock for services provided to the Company valued at $25,904 to the Chairman of its Scientific Advisory Board, (ii) 725 shares of common stock to service providers of the Company valued at $179,550, (iii) 633 shares of common stock upon the vesting of restricted stock units (“RSUs”) valued at $96,524 to Company executives and employees, non-employee directors, and former Company executives (Mr. Varner and Ms. Vaczy) pursuant to the terms of employment and/or separation agreements, (iv) 1,294 shares of common stock due to adjustments related to the Company’s Reverse Split, (v) 46,370 shares of common stock sold for aggregate net proceeds of $2,117,752 under the Company’s 2023 ATM Facility, as described above, (vi) 3,300 shares of common stock sold for aggregate net proceeds of approximately $5.8 million associated with the Company’s March 2024 offering, as described above, and (vii) 27,543 shares of common stock upon the exercise of pre-funded warrants at a nominal exercise price associated with the Company’s March 2024 offering (the remaining balance of the purchase price of each share of common stock associated with each pre-funded warrant having been previously paid as the investor’s subscription price for the pre-funded warrants at the closing of such offering) (inclusive of the shares issued during the three months ended  September 30, 2024, as described in the immediately preceding sentence).

Preferred Stock

Genprex is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001 per share, none of which are outstanding as of  September 30, 2025 and  December 31, 2024.

Common Stock

Genprex is authorized to issue 200,000,000 shares of common stock with a par value of $0.001 per share, all of which are voting common stock. There were 1,004,247 and 217,234 shares of its common stock outstanding as of  September 30, 2025 and  December 31, 2024, respectively. 

Common Stock Purchase Warrants

Common stock purchase warrant activity for the three and nine months ended September 30, 2025 and 2024, respectively, is as follows:

	2025				2024
	Number of		Weighted Average		Number of		Weighted Average
	Warrants		Exercise Price		Warrants		Exercise Price
Outstanding at January 1,		39,633	$	503.75		3,052	$	4,054.81
Warrants issued		—		—		64,124		118.37
Outstanding at March 31,		39,633	$	503.75		67,176	$	297.21
Warrants exercised		—		—		11,962		0.01
Outstanding at June 30,		39,633	$	503.75		55,214	$	361.60
Warrants exercised		—		—		15,580		0.01
Warrants cancelled or expired		25		7,620.00		—		—
Outstanding at September 30,		39,608	$	499.26		39,634	$	503.74

During the three and nine months ended  September 30, 2025 the Company (i) did not issue any warrants, and (ii) canceled warrants to purchase up to 25 shares of common stock at a weighted average exercise price of $7,620.00. The Company did not record any share-based compensation related to warrants during the three or nine months ended September 30, 2025. The Company expects to record approximately $0.3 million of share-based compensation based on performance-based vesting in the future with respect to its warrants outstanding as of September 30, 2025. The Company does not expect to record share-based compensation for time-based vesting through the end of the fiscal year 2025 and expects to record approximately $0.3 million of share-based compensation based on performance-based vesting in the future with respect to its warrants outstanding as of  September 30, 2025.

During the three months ended  September 30, 2024 the Company (i) did not issue any warrants, and (ii) issued 15,580 shares of common stock associated with the partial exercise of March 2024 Pre-Funded Warrants. During the nine months ended  September 30, 2024, and in connection with the registered direct offering, with an institutional investor, completed on March 21, 2024, Genprex (i) issued pre-funded warrants to purchase up to an aggregate of 27,543 shares of common stock at a nominal exercise price of $0.005 per share (such exercise price representing the remaining balance of the purchase price of each share of common stock associated with each pre-funded warrant net of the portion of the subscription price therefor paid at closing), (ii) issued warrants to purchase up to 30,843 shares of common stock, at an exercise price of $204.50 per share, (iii) issued warrants to purchase up to 1,851 shares of common stock to H.C. Wainwright & Co., LLC or its designees (“Placement Agent”), at an exercise price of $260.44 per share, (iv) amended existing warrants to purchase up to an aggregate of 3,885 shares of common stock that were previously issued to the same institutional investor in March 2023 and July 2023, such that the amended warrants have a reduced exercise price of $204.50 per share and an expiration date of five years from the closing of the March 2024 offering, and (v) issued 11,963 shares of common stock associated with the partial exercise of March 2024 Pre-Funded Warrants (inclusive of the shares issued during the three months ended  June 30, 2024, as described in the immediately preceding sentence). During the three and nine months ended September 30, 2024, Genprex recorded share-based compensation of $2,280 and $18,039, respectively, associated with the vesting and issuance of warrants. 

As of September 30, 2025, the Company had outstanding warrants to purchase 39,608 shares of common stock at a weighted average exercise price of $499.26 that have been issued to various consultants, investors, and placement agents. The warrants are fully vested, are exercisable for a period of up to five years from the date of issuance, enable the holders to purchase shares of the Company’s common stock at exercise prices ranging from $204.50 to $14,440.00 per share and have per-share fair values ranging from $60.67 to $9,250.20, based on Black-Scholes-Merton pricing models. The following assumptions were used in calculation of fair market value of warrants granted via Black-Scholes-Merton pricing models for the nine months ended 2024:

	Nine Months Ended September 30, 2024
Expected term (in years):	5.0
Risk-free rate:	4.52%
Volatility:	87.49%
Dividend yield:	0%

2018 Equity Incentive Plan

The Company’s board of directors and stockholders have approved and adopted the Genprex 2018 Equity Incentive Plan (“2018 Plan”), which became effective on the completion of the Company’s IPO on April 3, 2018. The 2018 Plan provides for the grant of incentive stock options that are intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended (“ISOs”), nonstatutory stock options, stock appreciation rights, restricted stock awards, RSU awards, performance-based stock awards and performance-based cash awards. ISOs may be granted only to employees. All other awards may be granted to employees, including officers, and to the Company’s non-employee directors and consultants.

A total of 2,080 shares of common stock were initially available under the 2018 Plan, plus a number of shares of common stock (not to exceed 1,314 shares) subject to outstanding awards under the Company’s 2009 Equity Incentive Plan (the “2009 Plan”) as of the IPO that expire, are forfeited or otherwise terminate or that are used to cover the exercise price or applicable tax withholdings. No further grants will be made under the 2009 Plan. In addition, the number of shares of common stock reserved for issuance under the 2018 Plan automatically increases on January 1 of each year, since  January 1, 2019, by 5% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the Company’s board of directors or a committee of the board of directors appointed to administer the 2018 Plan.

On August 15, 2025 at the 2025 Annual Meeting of Stockholders, the Company’s stockholders approved the Company’s amended and restated 2018 Plan (the “2018 Amended Plan”). The principal changes to the 2018 Plan implemented by the 2018 Amended Plan include amendments to (i) increase the number of shares of the Company’s common stock authorized for issuance under the 2018 Plan by an additional 130,000 shares (subject to adjustment for stock splits, stock dividends and similar events), (ii) extend the term of the 2018 Plan to June 30, 2035 (the 10-year anniversary of the Board’s adoption of the Amended Equity Plan) and (iii) remove provisions of the 2018 Plan that had been included to comply with the exception for the deductibility of “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended, which was repealed by the Tax Cuts and Jobs Act of 2017. The 2018 Amended Plan became effective upon its approval by the Company’s stockholders at the 2025 Annual Meeting.

On  January 1, 2024 and 2025, the number of shares of common stock reserved for issuance under the 2018 Plan was increased by an aggregate of 1,486 and 10,861 shares, respectively. As of September 30, 2025, a total of 144,588 shares of common stock remain available for issuance under the 2018 Amended Plan.

2018 Employee Stock Purchase Plan

The Company’s board of directors and stockholders approved and adopted the Genprex 2018 Employee Stock Purchase Plan (“ESPP”), which became effective on April 3, 2018. The ESPP has not yet been utilized as a benefit available to the Company’s employees. The ESPP authorizes the issuance of 105 shares of common stock pursuant to purchase rights that may be granted to eligible employees. The number of shares of common stock reserved for issuance under the ESPP is automatically increased on January 1 of each calendar year, beginning on January 1, 2019, by 2% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the administrator of the ESPP. The administrator of the ESPP determined not to increase the number of shares reserved for issuance under the ESPP on  January 1, 2025.

Stock Options

As of September 30, 2025, Genprex had outstanding stock options to purchase 5,705 shares of common stock that have been granted to various executives, employees, non-employee directors, and independent contractors of the Company, including outstanding stock options to purchase 509 shares of common stock issued as inducement grants, outside of the 2018 Plan, associated with the hiring of new executives in 2021 and 2023. These options vest immediately or over periods ranging from 12 to 48 months, are exercisable for a period of up to ten years, and enable the holders to purchase shares of the Company’s common stock at exercise prices ranging from $900.00 to $19,600.00 per share. The per-share fair values of these options range from $631.00 to $15,860.00.

The Company did not issue stock options for the three or nine months ended  September 30, 2025. During the nine months ended  September 30, 2025, the Company cancelled stock options to purchase 1 share of common stock with an exercise price of $4,280.00 per share in connection with the termination of an employee. 

The Company did not issue stock options for the three or nine months ended September 30, 2024. During the three months ended  September 30, 2024, the Company cancelled stock options to purchase 9 shares of common stock with a weighted average exercise price of $2,766.67 per share in connection with the termination of employees. During the nine months ended  September 30, 2024, the Company cancelled stock options to purchase 41 shares of common stock with a weighted average exercise price of $2,497.07 per share in connection with the termination of employees (inclusive of the options cancelled during the three months ended September 30, 2024 described in the immediately preceding sentence).

The weighted average remaining contractual term for the outstanding options at  September 30, 2025 and  December 31, 2024 is 4.37 and 5.11 years, respectively.  

Stock option activity for the three and nine months ended September 30, 2025 and 2024, respectively, is as follows:

	2025				2024
	Number of		Weighted Average		Number of		Weighted Average
	Options		Exercise Price		Options		Exercise Price
Outstanding at January 1,		5,706	$	6,081.61		5,750	$	6,054.32
Options expired or cancelled		1		4,280.00		9		1,620.00
Outstanding at March 31,		5,705	$	6,081.93		5,741	$	6,061.27
Options expired or cancelled		—		—		23		2,734.78
Outstanding at June 30,		5,705	$	6,081.93		5,718	$	6,074.65
Options expired or cancelled		—		—		9		2,766.67
Outstanding at September 30,		5,705	$	6,081.93		5,709	$	6,079.87

Restricted Stock Units

During the three months ended  September 30, 2025, the Company cancelled 240 RSUs associated with the termination of an employee. During the nine months ended  September 30, 2025, the Company (i) granted 1,600 RSUs to non-executive employees, (ii) withheld 328 shares to cover taxes associated with the vesting of employee issued RSUs, (iii) cancelled 246 RSUs associated with the termination of an employee, and (iv) issued 1,790 shares of common stock associated with the vesting of RSUs to employees.

During the three months ended  September 30, 2024, the Company cancelled 1 RSU associated with the termination of an employee. During the nine months ended  September 30, 2024, the Company (i) withheld 202 shares to cover taxes associated with the vesting of employee issued RSUs, (ii) cancelled 7 RSUs associated with the termination of employees, and (iii) issued 636 shares of common stock associated with the vesting of RSUs to executives, employees, and non-employee directors (inclusive of the RSUs described in the immediately preceding sentence during the three months ended September 30, 2024).

A summary of the RSU activity under the 2018 Plan during the three and nine months ended  September 30, 2025 and 2024, respectively, is presented below. These amounts include RSUs granted to executives, other employees, and board members. 

	2025				2024
	Number of		Weighted Average		Number of		Weighted Average
	Units		Grant Date Fair Value		Units		Grant Date Fair Value
Outstanding at January 1,		2,124	$	362.71		1,049	$	2,977.29
Restricted stock units granted		1,600		22.05		—		—
Restricted stock units vested		200		2,813.10		245		3,300.00
Restricted stock units forfeited or cancelled		37		2,861.35		127		3,300.00
Outstanding at March 31,		3,487	$	39.34		677	$	2,799.97
Restricted stock units vested		1,590		54.00		391		2,434.22
Restricted stock units forfeited or cancelled		297		54.00		81		3,300.00
Outstanding at June 30,		1,600	$	22.05		205	$	3,300.00
Restricted stock units forfeited or cancelled		240		22.05		1		3,300.00
Outstanding at September 30,		1,360	$	22.05		204	$	3,300.00

Share-Based Compensation

For the three and nine months ended September 30, 2025, the Company’s total share-based compensation was approximately $0.02 million, including $0.01 million of R&D expense and $0.01 million of G&A expense, and $0.7 million, including $0.1 million of R&D expense and $0.6 million of G&A expense, respectively, which represents the expected vesting of options or RSUs issued to executives, other employees, board members, and service providers, as well as the issuance of shares to service providers. As of  September 30, 2025, the Company’s total compensation cost related to non-vested time-based stock option awards and warrants granted to executives, other employees, board members, and service providers and not yet recognized was approximately $0.06 million. The Company expects to record this stock-based compensation expense over the next three years using a graded vesting method. As of September 30, 2025, the weighted average term over which these expenses are expected to be recognized is 1.39 years. 

For the three and nine months ended September 30, 2024, the Company’s total share-based compensation was approximately $0.4 million, including $0.2 million of R&D expense and $0.2 million of G&A expense, and $3.0 million, including $0.5 million of R&D expense and $2.5 million of G&A expense, respectively, which represents the expected vesting of options or RSUs issued to executives, other employees, board members, and service providers, as well as the issuance of shares to service providers. As of  September 30, 2024, the Company’s total compensation cost related to non-vested time-based stock option awards and warrants granted to executives, other employees, board members, and service providers and not yet recognized was approximately $0.6 million. The Company expects to record this stock-based compensation expense over the next three years using a graded vesting method. As of September 30, 2024, the weighted average term over which these expenses are expected to be recognized is 0.58 years. 

As of September 30, 2025, there are no performance-based stock option awards outstanding and one performance-based warrant outstanding issued to a service provider. The Company’s total compensation cost related to the non-vested performance-based warrant not yet recognized was approximately $0.3 million. The entirety of this warrant may be recognized and recorded upon the achievement of certain clinical milestones.