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Genprex Inc

For the period ended Dec 31, 2024. Filed Apr 1, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Apr 1, 2025

GNPX$2.06-0.5%Stored close · as of Nov 9, 2026

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Item 9B. Other Information

(a) Other Information

On* March 29, 2025,our Board of Directors approved and adopted, effective as of that date, AmendmentNo.* 2 (“AmendmentNo. 2”) to the Company’s Amended and Restated Bylaws, dated* April 3, 2018,as previously amended by AmendmentNo.* 1 (as amended, the “Bylaws”). AmendmentNo. 2 changes the voting standard applicable at meetings of the Company’s stockholders, to provide that except when a different vote is required by statute, applicable stock exchange rules, or by our certificate of incorporation or Bylaws, in all matters other than the election of directors (which are elected by plurality), the affirmative vote of the majority of the votes properly cast by the holders of all of the outstanding shares of capital stock present or represented at the meeting and entitled to vote shall be the act of the stockholders. AmendmentNo. 2 additionally clarifies that a majority of votes cast shall mean that the number of votes cast “for” a matter exceeds the number of votes cast “against” the matter (with “abstentions” and “broker nonvotes”not counted as a vote cast either “for” or “against” the matter. Our Bylaws previously provided that in all matters other than the election of directors (which have always been elected by plurality vote pursuant to our Bylaws), the applicable voting standard was the affirmative vote of the majority of shares present or represented at the meeting and entitled to vote generally on the subject matter.

The foregoing description of AmendmentNo. 2 doesnot purport to be complete and is qualified in its entirety by reference to the full text of our Bylaws, as amended to date (including by AmendmentNo. 1 and AmendmentNo. 2 thereto). The Bylaws and AmendmentNo. 1 are incorporated by reference into this Annual Report on Form10-K as Exhibits3.3 and3.4, respectively. AmendmentNo. 2 is filed as Exhibit3.5 to this Annual Report on Form10-K. Exhibits3.3, 3.4 and3.5 are incorporated into this Item9B by reference.

(b) Rule10b5*-1 Trading Arrangements and Non-Rule10b5-1 Trading Arrangements*

During the fiscal quarter ended* December 31, 2024,none of our officers or directors, as those terms are defined in Rule16a*-1(f), adopted or terminated a “Rule10b5-1 trading arrangement” or a “non-Rule10b5-1 trading arrangement,” as those terms are defined in Item408 of Regulation S-K.

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