Genprex Inc

Current report

Item 1A. Risk Factors

Current report

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Current report

Item 3. Defaults Upon Senior Securities

Current report

Item 4. Mine Safety Disclosures

Current report

Other Information–* Nasdaq Compliance Matters*

Current report

As previously reported, we received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) notifying us that we arenot in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market as set forth in Nasdaq Listing Rule5550(b)(1). Also as previously reported, on* December 30, 2024,we submitted to the Staff a plan to regain compliance with Listing Rule5550*(b)(1), and on* February 11, 2025,the Staff notified us that it granted an extension to regain compliance with the minimum stockholders’ equity requirement. The terms of the extension granted by the Staff were as follows: the Staff required that we report$2.5* million in stockholders’ equity in this Quarterly Report on Form10-Q for the quarterly period ending* March 31, 2025,*and include an affirmative statement that, as of the date the report is filed, we believe we have regained and can maintain compliance with the stockholders’ equity requirement.

Current report

In our unaudited consolidated condensed balance sheet as of* March 31, 2025included in Part I, Item1* of this Quarterly Report on Form10-Q, we reported total stockholders’ equity of*$3,867,855.* In addition, as of the date that this Quarterly Report on Form10-Q is filed, we believe that we have stockholders’ equity above*$2.5* million. Accordingly, we believe that we have regained and can maintain compliance with the Nasdaq minimum stockholders’ equity listing requirement as set forth in Listing Rule5550(b)(1). Our future compliance is subject to the availability of additional financing. See Part I, Item2, Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources”, above.

Current report

Additionally, also as previously reported, on* February 7, 2025,we received a letter from the Staff of Nasdaq notifying us that, based upon the closing bid price of our common stock for the last30* consecutive business days, we arenot currently in compliance with the requirement to maintain a minimum bid price of*$1.00* per share for continued listing on The Nasdaq Capital Market as set forth in Nasdaq Listing Rule5550(a)(2) (the “Minimum Bid Price Requirement”). In accordance with Nasdaq Listing Rule5810(c)(3)(A), we have been provided an initial period of180 calendar days, or until* August 6, 2025,to regain compliance with the Minimum Bid Price Requirement. We will continue to monitor the closing bid price of our common stock and assess potential actions to regain compliance with the Minimum Bid Price Requirement and may,if appropriate, consider and effectuate available options, including implementation of a reverse stock split of our common stock. If Nasdaq were to determine to delist our common stock for failure to satisfy the Minimum Bid Price Requirement, we would have the right to appeal to a Nasdaq hearings panel, but there can beno* assurance that any such appeal would be successful.