Genprex, Inc.

December 31, 2025

Note1 – Description of Business and Basis of Presentation

Genprex, Inc. (“Genprex” or the “Company”), incorporated in Delaware in* April 2008,is a clinical stage gene therapy company pioneering the development of gene-based therapies for large patient populations with unmet medical needs. The Company’s oncology platform utilizes its systemic, non-viral ONCOPREX® Delivery System which uses lipid-based nanoparticles in a lipoplex form to deliver tumor suppressor gene-expressing plasmids to cancer cells. The product is administered intravenously, where it is taken up by tumor cells that then express tumor suppressor proteins that were deficient in the tumor. The Company’s diabetes technology is designed to work in Type1* diabetes by transforming alpha cells in the pancreas into functional beta-like cells, which can produce insulin but* maybe distinct enough from beta cells to evade the body’s immune system. In Type2* diabetes, the Company’s technology is believed to work by replenishing and rejuvenating exhausted beta cells that make insulin.

Genprex’s lead oncology drug candidate, REQORSA® Gene Therapy (generic name:quaratusugene ozeplasmid), previously referred to as GPX-001, is initially being developed in combination with prominent, approved cancer drugs to treat Non-Small Cell Lung Cancer (“NSCLC”) and Small Cell Lung Cancer (“SCLC”). REQORSA has multimodal effects on cancer cells. It harms the metabolism of cancer cells, which leads to reduced cancer cell growth. It has a mechanism of action whereby it decreases tumor glucose metabolism, interrupts cell signaling pathways that cause replication and proliferation of cancer cells, re-establishes pathways for apoptosis, or programmed cell death, in cancer cells, and increases the immune response against cancer cells. In preclinical studies, REQORSA has been shown to be complementary with targeted drugs and immunotherapies. The Company’s strategy is to develop REQORSA in combination with currently approved therapies, and the Company believes REQORSA’s unique attributes position it to provide treatments that improve on these current therapies for patients with NSCLC, SCLC, and possibly other cancers.

TheTUSC2 gene, which is the key component of REQORSA and plays a vital role in cancer suppression and normal cell metabolism, isone of a series of genes on the short arm of Chromosome3 whose therapeutic use is covered by the Company’s exclusive worldwide licenses from The University of Texas MD Anderson Cancer Center (“MD Anderson”). The Company believes that its ONCOPREX Delivery System allows for the delivery of a number of cancer-fighting tumor suppressor genes, alone or in combination with other cancer therapies, to combat multiple types of cancer and the Company is in early stages of discovery programs to identify other cancer candidates. In* August 2022,the Company entered into a sponsored research agreement with MD Anderson to support further preclinical studies ofTUSC2* and other tumor suppressor genes. As further described in the “Discovery Programs” section of “Part I, Item1. Business” of this Annual Report on Form10-K above, sincenot all patients respond to REQORSA, the Company has been collaborating with researchers at MD Anderson to identify biomarkers that might predict a strong positive or negative response to REQORSA in patients with lung cancer. This preclinical effort has led to the identification oftwo proteins whose expression appears to predict response to REQORSA. Validation in specimens from clinical trials will be needed to determine whether these potential biomarkers predict clinical response. The Company plans to test patient samples from our clinical trials for selected biomarkers to determine if sensitivities exist among the Company’s existing patient population in an effort to guide patient selection and improve clinical outcomes.

Acclaim –1: The Company currently is enrolling and treating patients in the Phase2a expansion portion of its Phase1/2 Acclaim-1 clinical trial. The Acclaim-1 trial uses a combination of REQORSA and AstraZeneca’s Tagrisso® (osimertinib) in patients with late-stage NSCLC that has activating epidermal growth factor receptor (“EGFR”) mutations and progression on treatment with Tagrisso or Tagrisso-containing regimens. Following the* May 2023completion of the Phase1* dose escalation portion of the study, the Acclaim-1 Safety Review Committee (“Acclaim-1 SRC”) approved advancement from the Phase1 dose escalation portion to the Phase2a expansion portion of the study. Based on a review of safety data which showedno dose limiting toxicities (“DLTs”), the Acclaim-1 SRC determined the recommended Phase2 dose (“RP2D”) of REQORSA to be0.12 mg/kg administered every21 days. This was the highest dose level delivered in the Phase1 portion of the study and is twice the highest dose level delivered in the Company’s prior clinical trial combining REQORSA with Tarceva® (erlotinib) for the treatment of late-stage lung cancer. There werethree patients out of thetwelve originally enrolled in the Phase1 dose escalation portion of the study who had prolonged progression-free survival (“PFS”). One patient attained a partial remission after thesecond course of REQORSA and Tagrisso and has maintained this response through60 courses of treatment (approximately42 months) and this patient continues to receive REQORSA and Tagrisso treatment to date. Asecond patient had stable disease without disease progression through32 courses of treatment (approximately24 months), but then had disease progression and REQORSA treatment was stopped. Athird patient had stable disease without disease progression through14 courses of treatment (approximately10 months) before disease progression and isno longer receiving treatment. The results of the Phase1 dose escalation portion of the study were published inClinical Lung Cancer, a peer-reviewed journal covering various aspects of clinical and translational research of lung cancer, in* January 2026.Genprex opened the Phase2a* expansion portion of the study and enrolled and dosed thefirst patient in* January 2024.The Phase2a* expansion portion of the trial is expected to enroll approximately33 patients; all of whom have progressed on Tagrisso or Tagrisso-containing regimens. There will be an interim analysis following the treatment of19 patients in the Phase2a portion of the Acclaim-1 study. The Phase2b randomized portion of the study, in which patients progressing on prior Tagrisso treatment will be randomized1:1 to either REQORSA and Tagrisso combination therapy or to platinum-based chemotherapy, remains unchanged. The Company expects to complete the enrollment of thefirst 19 patients for interim analysis in the Phase2a expansion portion of the study in thefirst half of2026 and expects the interim analysis in thesecond half of2026.

The Food and Drug Administration (“FDA”) has granted Fast Track Designation for the Acclaim-1 treatment combination of REQORSA and Tagrisso in NSCLC patients who have progressed on Tagrisso treatment.

The Phase2a expansion portion of the Acclaim-1 study provides the Company the advantage of early insight into drug effectiveness in defined and distinct patient populations at the maximum tolerated dose (the “MTD”) orRP2D in order to better evaluate efficacy and increase the likelihood of a successful randomized Phase2 trial which will follow the expansion portion of the study.

Acclaim –2: The Acclaim-2 trial involved a combination of REQORSA and Merck & Co.’s Keytruda® (pembrolizumab) in patients with late-stage NSCLC whose disease has progressed after treatment with Keytruda. As previously announced in* August 2024,based on a number of factors, including enrollment challenges and delays due to competition for investigators and eligible patients with numerous other trials involving the same patient population, the Company decided to cease enrollment of new patients in the Acclaim-2 trial to prioritize its resources and focus on the othertwo* Acclaim trials in SCLC and NSCLC, respectively. There areno longer any patients receiving study treatment in the Acclaim-2 trial. Although the Acclaim-2 study in patients progressing on Keytruda containing regimens has been closed due to, among other factors, slow enrollment, the Company continues to believe that this combination could be beneficial.

Acclaim –3: The Company is currently enrolling and treating patients in the Phase2 expansion portion of its Phase1/2 Acclaim-3 clinical trial. The Acclaim-3 clinical trial uses a combination of REQORSA and Genentech, Inc.’s Tecentriq® (atezolizumab) as maintenance therapy for patients with extensive stage small cell lung cancer (“ES-SCLC”) who didnot develop tumor progression after receiving Tecentriq and chemotherapy as initial standard treatment. Patients are treated with REQORSA and Tecentriq until disease progression or unacceptable toxicity is experienced. In* December 2024,the Company announced that it had completed the Phase1* dose escalation portion of the Acclaim-3 clinical trial. Based on full safety data, which showedno DLTs, the Acclaim-3 Safety Review Committee (“Acclaim-3 SRC”) determined that theRP2D of REQORSA will be0.12 mg/kg administered every21 days, which was the highest dose level delivered in the Phase1 portion of the trial, and approved the opening of the Phase2 expansion portion of the trial. Although decreases in tumor size arenot expected during maintenance therapy with atezolizumab alone, there weretwo patients out of thesix enrolled in the Phase1 dose escalation portion of the study who had marked decreases in measurable disease. The Company previously reported that thefirst patient treated in the Phase1 dose escalation portion of the Acclaim-3 trial had a partial remission, which is defined as at least athirty percent (30%) decrease in tumor size, from prior to the start of maintenance therapy to the time of the CT scan performed aftertwo cycles of maintenance therapy. A CT scan performed afterfour cycles of maintenance therapy (three months), confirmed that the patient still had a30% decrease in tumor size in measurable lesions; however,one lesionnot previously measurable had grown in size, thus leading to a conclusion of disease progression at that time. Another patient in the Phase1 dose escalation portion of the Acclaim-3 trial had atwenty-three percent (23%) decrease in tumor size from prior to the start of maintenance therapy to the time of the CT scan performed aftertwo cycles of maintenance therapy. This patient receivedseven cycles of study therapy before progressing after4.2 months. In addition,one patient in the Phase1 dose escalation portion of the study achieved an unconfirmed partial remission after24 cycles of therapy and continues to receive study treatment in the trial after more than18 months. The Company anticipates that the Phase2 expansion portion will enroll approximately50 patients at approximately10 to15 U.S. sites. Patients will be treated with REQORSA and Tecentriq until disease progression or unacceptable toxicity is experienced. The primary endpoint of the Phase2 portion is to determine the18-week progression-free survival rate from the time of the start of maintenance therapy with REQORSA and Tecentriq in patients with ES-SCLC. Patients will also be followed for survival. A Phase2 futility analysis will be performed after the25th patient enrolled and treated reaches18 weeks of follow up. The Company expects to complete enrollment of thefirst 25 patients for interim analysis in the Phase2 expansion portion of the study in thefirst half of2026 and expects the interim analysis in thesecond half of2026.

The Acclaim-3 clinical trial has received FDA Fast Track Designation for this patient population and Acclaim-3 has also received an FDA Orphan Drug Designation.

In diabetes, Genprex has exclusively licensed from the University of Pittsburgh of the Commonwealth System of Higher Education (“University of Pittsburgh” or “UP”) multiple technologies relating to the development of a gene therapy product for each of Type1 and Type2 diabetes. The same novel approach is used in each of Type1 and Type2 diabetes whereby an adeno-associated virus (“AAV”) vector containing thePdx1 and MafA genes is administered directly into the pancreatic duct. In humans, this can be done with a routine endoscopy procedure. The Company’s diabetes product candidates are currently being evaluated and optimized in preclinical studies at the University of Pittsburgh. GPX-002 is being developed for the treatment of both Type1 diabetes and Type2 diabetes. GPX-002 for Type1 diabetes is designed to work by transforming alpha cells in the pancreas into functional beta-like cells, which can produce insulin but* maybe distinct enough from beta cells to evade the body’s immune system. In a similar approach, GPX-002 for Type2* diabetes, where autoimmunity isnot at play, is believed to work by replenishing and rejuvenating exhausted beta cells that make insulin. The Company is currently working with the University of Pittsburgh on species analyses for the animal models as well as other regulatory and clinical strategic planning, including the initiation of research in Type2 diabetes animal models. In* December 2025,the Company also executed on its strategic goal to submit a meeting request to the FDA by the end of the year to discuss the necessary Investigational New Drug (“IND”)-enabling preclinical studies, an important step before potentially initiating clinical trials in humans. See the “Recent Developments” section of “Part I, Item1.* Business” of this Annual Report on Form10-K above for more information on the Company’s meeting with the FDA which occurred in* February 2026.In May 2025,following the completion of the Company’s August 2022sponsored research agreement with UP, the Company entered into a new sponsored research agreement with UP to study Type1* diabetes and Type2 diabetes in animal models. The new sponsored research agreement also includes a revised research plan to encompass the Company’s most recent technologies to which Genprex originally acquired exclusive rights from UP in* July 2023as amended and restated in the comprehensive New UP License Agreement in February 2025 (as defined and described below). These include a MafB promoter to drive expression of thePdx1* and MafA transcription factors that can potentially be used for both Type1 and Type2 diabetes. See also “Note7 – Commitments and Contingencies”.

On* February 17, 2025,the Company and the University of Pittsburgh entered into an amended and restated Exclusive License Agreement (the “New UP License Agreement”), which updated and consolidated into a single agreement the Company’s prior license agreements with UP. Pursuant to the New UP License Agreement, UP granted to the Company a worldwide, exclusive license for certain patents and related technology, collectively referred to as the “Licensed Technology,” and a worldwide, non-exclusive license to use certain related know-how. The Licensed Technology covered by the New UP License Agreement is based on the same general gene therapy approach as covered under the Company’s prior license agreements with UP (less the previously-licensed macrophage technology), whereby an adeno-associated virus vector containing thePdx1* and MafA genes is administered directly into the pancreatic duct. More specifically, the Licensed Technology covered by the New UP License Agreement is related to a gene therapy for both Type1 diabetes and Type2 diabetes using the genes of thePdx1 and MafA transcription factors controlled by insulin, glucagon and MafB promoters.

In* February 2023,the Company’s research collaborators at UP presented preclinical data in a non-human primate (“NHP”) model of Type1* diabetes highlighting the therapeutic potential of GPX-002 at the16th International Conference on Advanced Technologies & Treatments for Diabetes (ATTD2023) in Berlin, Germany. The statistically significant study results showed the treated animals had decreased insulin requirements, increased c-peptide levels, and improved glucose tolerance compared to baseline. In* April 2023,the Company hosted a Key Opinion Leader virtual event entitled “Novel Gene Therapy to Treat Type1* Diabetes,” which discussed preclinical data reported at ATTD2023 supporting gene therapy to treat Type1 diabetes. In* June 2025,the Company’s collaboration partners hadtwo* presentations at the2025 American Diabetes Association (“ADA”)85th Scientific Sessions. The Company’s research collaborators from UP were invited to give an oral presentation highlighting their work in NHP models of Type1 diabetes. In addition, the Company’s contract development and manufacturing organization collaborators presented a poster on a non-viral lipid nanoparticle delivery system that would allow a patient to receive multiple treatments.

F-8

Formation of Wholly Owned Subsidiary

On* February 18, 2025,*Genprex announced the formation of a wholly-owned subsidiary, Convergen Biotech, Inc. (“Convergen”) in connection with a potential separation of the diabetes clinical development program. If, and when, a potential separation is completed, the Company would plan to transfer the diabetes program into Convergen in an effort to focus development and commercialization efforts separately from the Company’s oncology program and other oncology pipeline assets.

Capital Requirements, Liquidity and Going Concern Considerations

The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has sustained substantial losses from operations since inception and hasno current source of revenue. In addition, the Company has used, rather than provided, cash in its operations. Genprex expects to continue to incur significant expenditures to further clinical trials for the commercial development of its patents.

The Company recognizes that it must obtain additional capital resources to successfully commercialize its product candidates. To date, Genprex has received funding in the form of equity and debt, and the Company plans to seek additional funding in the future. However,no assurances can be given that it will be successful in raising additional capital. If the Company isnot able to timely and successfully raise additional capital, the timing of its clinical trials, financial condition and results of operations* maybe materially and adversely affected. These consolidated financial statements donot* include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities.

Genprex believes that its current cash and cash equivalents will be sufficient to fund expenditure requirements for its necessary operations and expected clinical trial activities into thesecond quarter of2027. Genprex has based these estimates, however, on assumptions that* mayprove to be wrong, and could spend available financial resources much faster than it currently expects. The Company will need to raise additional funds to continue funding its development and operations. The Company plans to secure such additional funding and is evaluating various strategies to obtain additional financing, although the Company can giveno* assurance that its plans or strategies will be effectively implemented in such a way that they will sufficiently alleviate or mitigate the conditions and events noted above.

As a result of its recurring losses from operations and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern. These consolidated financial statements donot include any adjustments that might be necessary if Genprex is unable to continue as a going concern.

Note2 – Summary of Significant Accounting Policies

Genprex’s consolidated financial statements have been prepared in accordance with US GAAP. Accordingly, they donot include all the information and footnotes required by US GAAP for complete financial statements. In the Company’s opinion, the consolidated financial statements include all adjustments (consisting of normal recurring accruals) necessary to make the consolidated financial statementsnot misleading. The results of operations for any interim periods arenot necessarily indicative of results to be expected for the full year. A summary of the Company’s significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements follows.

Principles of Consolidation

The accompanying consolidated financial statements, which include the accounts of the Company and its wholly-owned subsidiary, Convergen Biotech, Inc., have been prepared in accordance with US GAAP. All significant intercompany balances and transactions are eliminated in consolidation. As of* December 31, 2025*, Convergen Biotech, Inc. has yet to initiate operating activity.

Change in Accounting Principle

During the year ended* December 31, 2024,*the Company changed an accounting principle related to accounting treatment of intellectual property expenditures. Previously, the Company capitalized certain intellectual property costs associated with the filing or maintenance of specific patents, including application costs, filing fees, and patent prosecution, in accordance with Accounting Standards Codification (“ASC”)350-30. The Company voluntarily changed this accounting principle to expense, rather than capitalize, these intellectual property costs on the basis that the new treatment is favorable.

Reverse Stock Splits

On* February 2, 2024,Genprex completed a1*-for-40 reverse stock split (“2024 Reverse Split”) of its issued and outstanding shares of common stock. On* October 21, 2025,Genprex completed a1*-for-50 reverse stock split (“2025 Reverse Split” and together with the2024 Reverse Stock Split, the “Reverse Splits”) of its issued and outstanding shares of common stock. The Reverse Splits didnot change the number of authorized shares of common stock or par value of the common stock. All references in these 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 Splits (See “Note4 – Equity – Reverse Stock Splits”).

Use of Estimates

The preparation of Genprex’s consolidated financial statements in conformity with US GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

F-9

Cash and Cash Equivalents

Genprex considers all highly liquid short-term investments with an initial maturity ofthree months or less to be cash equivalents. Any amounts of cash in financial institutions which exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits expose the Company to cash concentration risk. Genprex has cash in a money market account and had $7,580,820 and $1,351,625 in excess of FDIC insured limits of*$250,000* at* December 31, 2025and2024*, respectively. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Net Loss Per Share

Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive shares of common stock, which includes common stock equivalents consisting of (i)5,705 unexercised options granted by the Company’s board of directors and warrants to purchase shares of common stock, and (ii)141,360 unvested restricted stock units to purchase shares of common stock granted by the Company’s board of directors as of* December 31, 2025*.

Segments

Operating segments are defined as components of an entity for which separate discrete financial information is made available and that is regularly evaluated by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company’s CODM is its Chief Executive Officer and the Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company is focused on pioneering the discovery and development of gene therapies for use in patient populations with unmet medical needs. See “Note8 – Segment Reporting” for additional disclosures related to segment reporting.

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheets for cash, money-market savings account, accounts receivable, and accounts payables approximate fair value because of the immediate or short-term maturity of these financial instruments.

ASC820, Fair Value Measurements and Disclosures, defines fair value, provides a consistent framework for measuring fair value under US GAAP and expands fair value financial statement disclosure requirements. ASC820’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect the Company’s market assumptions. ASC820 classifies these inputs into the following hierarchy:

Level1: Quoted prices for identical instruments in active markets.

Level2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that arenot active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level3: Instruments with primarily unobservable value drivers.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which range from three tofive years. Routine maintenance and repairs are charged to expense as incurred and major renovations or improvements are capitalized.

Research and Development Materials Costs

Research and development expenditures consist of costs incurred to conduct research, develop engineering materials for further study, and develop clinical strategies for current and future programs associated with the Company’s preclinical and Phase1/2 clinical trials. These expenditures are expensed in the period incurred and include payments to collaborative research partners, manufacturing partners and consultants, and clinical strategy partners, wages and associated employee benefits, facilities, and overhead costs.

Materials acquired to be used in clinical research, that have an alternative future use, are capitalized when the materials are acquired, and included in research and development supplies. These supplies are recognized as expense as they are consumed through use for testing or clinical activities, or have spoiled. The costs of materials that were acquired for a particular research and development activity and haveno alternative future use are expensed in the period acquired.

Research and development supplies purchased and capitalized for future use were $1,802,228 and $2,046,858 at* December 31, 2025and2024*, respectively.

F-10

Intellectual Property

Intellectual property consists of legal and related costs associated with patents, trademarks, and other proprietary technology and rights developed, acquired, or licensed by Genprex. Costs related to filing and pursuing patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These patent-related legal costs are reported as a component of general and administrative expenses.

Accounting for Stock-Based Compensation

Genprex uses the fair value-based method of accounting for stock-based compensation for options granted to employees, independent consultants and contractors. The Company measures options granted at fair value determined as of the grant date and recognizes the expense over the periods in which the options vest or are expected to vest and related services are rendered based on the terms and conditions of the award. Generally, where the award only has a service condition, the requisite service period is the same as the vesting period.

Long-Lived Assets

Genprex reviews long-lived assets and certain identifiable intangibles held and used for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset* may**not* be recoverable. In evaluating the fair value and future benefits of its intangible assets, the Company performs an analysis of the anticipated undiscounted future net cash flow of the individual assets over the remaining amortization period. The Company recognizes an impairment loss if the carrying value of the asset exceeds the discounted expected future cash flows. During the years ended* December 31, 2025and2024*, there wereno deemed impairments of the Company’s long-lived assets.

Derivative Liability

The Company evaluates all features contained in financing agreements to determine if there are any embedded derivatives that require separate accounting from the underlying agreement under ASC815, –Derivatives and Hedging. An embedded derivative that requires separation is accounted for as a separate asset or liability from the host agreement. The derivative asset or liability is accounted for at fair value, with changes in fair value recognized in the statements of operations within the other financing costs line item. The Company determined that certain features under the Equity Line of Credit (see Note4 – Equity – Equity Line of Credit) qualified as an embedded derivative. The derivative liability is accounted for separately from the Equity Line of Credit Purchase Agreement and is accounted for at fair value. $22,500 has been recorded on the accompanying consolidated balance sheet as of* December 31, 2025*, related to this derivative liability.

Modification of Equity Classified Warrants

A change in the terms or conditions of a warrant is accounted for as a modification. For a warrant modification accounted for under ASC815, the effect of a modification shall be measured as the difference between the fair value of the modified warrant over and the fair value of the original warrant immediately before its terms are modified, with each measured on the modification date. The accounting for any incremental fair value of the modified warrants over the original warrants is based on the specific facts and circumstances related to the modification. When a modification is directly attributable to an equity offering, the incremental change in fair value of the warrants is accounted for as an equity issuance cost. When a modification is directly attributable to a debt financing, the incremental change in fair value of the warrants is accounted for as a debt discount or debt issuance cost. For all other modifications, the incremental change in fair value is recognized as a deemed dividend. The Company recognized a modification of an equity classified warrant as a deemed dividend for the year ended* December 31, 2024.There wereno* modifications of equity classified warrants during the year ended* December 31, 2025*.

Recent Accounting Developments

Accounting pronouncements issued butnot effective until after* December 31, 2025* arenot expected to have a significant effect on the Company’s financial condition, results of operations, or cash flows.

In* December 2023,the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)2023-09, Income Taxes (Topic740): Improvements to Income Tax Disclosures*, which modifies the rules on income tax disclosures to require disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The guidance is effective for annual periods beginning after* December 15, 2024,with early adoption permitted. The Company adopted the standard effective January 1, 2025and there wasno* material impact to our consolidated financial statements.

In* December 2025,the FASB issued ASU2025*-11, Interim Reporting (Topic270*): Narrow-Scope Improvements*, whichis intended to clarify the applicability of interim reporting guidance, the types of interim reporting and the form and content of interim GAAP financial statements. ASU2025-11 will be effective for our fiscal year beginning on* September 1, 2028and we are currently evaluating the impact it may*have on our interim condensed consolidated financial statements.

F-11

Note3 – Intellectual Property

As of* December 31, 2025*, Genprex owned or had exclusive license agreements on 15 granted patents and 28 pending patent applications worldwide for technologies developed in-house or by researchers at the National Cancer Institute, New York University, The University of Texas MD Anderson Cancer Center, the University of Texas Southwestern Medical Center, the University of Texas Health Sciences Center at Houston, the University of Michigan, and the University of Pittsburgh. These patents comprise various therapeutic, diagnostic, technical and processing claims and costs are expensed as incurred. These license rights will be amortized on a straight-line basis over the estimated period of useful lives of the underlying patents or the license agreements.

University of Pittsburgh

On* February 17, 2025,Genprex and the University of Pittsburgh entered into an amended and restated Exclusive License Agreement (the “New UP License Agreement”) to update and consolidate, into a single agreement, prior license agreements and licensed technologies covered by the prior University of Pittsburgh agreements related to a gene therapy for both Type1* diabetes and Type2 diabetes using the genes of thePdx1 and MafA transcription factors controlled by insulin, glucagon and MafB promoters. As of* February 17, 2025,the New UP License Agreement effectuates the termination of, and amends, restates, replaces and supersedes in their entirety, the prior license agreements between Genprex and the University of Pittsburgh which were effective as of February 10, 2020 (as amended August 17, 2022and November 3, 2022),** December 29, 2022and July 14, 2023.Genprex also terminated, effective February 17, 2025,a prior agreement with UP related to a license for macrophage technology dated November 22, 2022.*

The University of Texas MD Anderson Cancer Center

On* May 4, 2020,Genprex entered into an exclusive worldwide license agreement with The Board of Regents of the University of Texas System on behalf of MD Anderson relating to a portfolio of patent applications and related technology for the treatment of cancer using the Company’s lead drug candidate and immunotherapies. See “Note7* - Commitments and Contingencies - Commitments - MD Anderson” for information on additional agreements involving MD Anderson licensed rights and technologies.

University of Michigan

On* November 11, 2024,*Genprex and the Regents of the University of Michigan (“UM” or the “University of Michigan”) entered into a Patent License Agreement (“UM License Agreement”), which granted Genprex a worldwide, exclusive license to the University of Michigan’s patent rights in a co-owned patent application relating to the use of REQORSA in combination with ALK-inhibitors for the treatment of ALK-EML4 positive translocated lung cancer.

New York University

On* April 25, 2025,*Genprex and New York University (“NYU”) entered into a License Agreement (the “NYU License Agreement”), which granted Genprex exclusive patent and commercial rights worldwide relating to Genprex’s lead drug candidate REQORSA for the potential treatment of mesothelioma.

University of Texas Health Sciences Center at Houston

On* May 2, 2025,*Genprex and the Board of Regents of The University of Texas System on behalf of The University of Texas Health Sciences Center at Houston (“UTHealth Houston” or “UTH”) entered into a Patent and Technology License Agreement (the “UTH License Agreement”), which granted Genprex exclusive patent and commercial rights worldwide relating to Genprex’s lead drug candidate REQORSA for the potential treatment of glioblastoma.

Note4 – Equity

Reverse Stock Splits

On* February 2, 2024,Genprex completed a1*-for-40 Reverse Split of its issued and outstanding shares of common stock. The2024 Reverse Split didnot change the number of authorized shares of common stock or the par value of the common stock. All references in these 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 the2024 Reverse Split.

On* October 21, 2025,Genprex completed a1*-for-50 Reverse Split of its issued and outstanding shares of common stock. The2025 Reverse Split didnot change the number of authorized shares of common stock or the par value of the common stock. All references in these 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 the2025 Reverse Split.

Registered Direct Offerings

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 2024Pre-Funded Warrants”) exercisable for up to an aggregate of 27,543 shares of common stock, and (iii) warrants (the “March 2024Common 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 2024Common Warrant was $210.75, and the offering price for each March 2024Pre-Funded Warrant and accompanying March 2024Common Warrant was $210.75. The March 2024Pre-Funded Warrants were exercisable immediately upon issuance at an exercise price of $0.005 per share and expired when exercised in full. The March 2024Common Warrants are exercisable immediately upon issuance at an exercise price of $204.50 per share and will expire infive years from the date of issuance. The Company received net proceeds of approximately $5.9 million after commissions and expenses, excluding any proceeds received from any exercise of the March 2024Common 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 2023and July 2023,with exercise prices of $2,200.00 and $1,770.00 per share and expiration dates of March 1, 2028and July 21, 2028for $6.25 per amended warrant, such that the amended warrants have a reduced exercise price of $204.50 per share and an expiration date offive years from the closing of the March 2024offering. As of December 31, 2024,all of the 27,543 * March 2024Pre-Funded Warrants had been exercised for shares of common stock.

On* October 24, 2025,Genprex completed a registered direct offering priced at-the-market under Nasdaq rules (the “October 2025Registered Direct Offering I”), pursuant to which the Company issued an aggregate of 243,622 shares of common stock at a purchase price of $11.21 per share. In a concurrent private placement (the “October 2025Private Placement I”, and together with the October 2025Registered Direct Offering I, the “October 2025Financing I”), the Company issued warrants (the “October 2025Private Warrants I”) exercisable for up to an aggregate of 487,244 shares of common stock (the “October 2025Private Warrant Shares I”) at an exercise price of $11.00 per share. The October 2025Private Warrants I are exercisable immediately upon issuance and will expire on December 12, 2027.Also, the Company agreed to issue to H.C. Wainwright & Co., LLC (the “Placement Agent”) or its designees warrants to purchase up to an aggregate of 14,617 shares of common stock. The warrants issued to the Placement Agent or its designees have substantially the same terms as the October 2025Private Warrants I except that the warrants issued to the Placement Agent or its designees have an exercise price of $14.0125 per share and a termination date of December 12, 2027.The net proceeds of the October 2025Financing I, after deducting the placement agent’s fees and expenses and other estimated October 2025Registered Direct Offering I expenses payable by the Company and excluding the net proceeds, if any, from the exercise of the October 2025Private Warrants I, were approximately $2.5 million. Additionally, if the holders of October 2025*Private Warrants I exercise such warrants in full, the Company would receive additional gross proceeds of approximately $5.4 million.

On* October 29, 2025,Genprex completed a registered direct offering priced at-the-market under Nasdaq rules (the “October 2025Registered Direct Offering II”), pursuant to which the Company issued an aggregate of 377,780 shares of common stock at a purchase price of $9.00 per share. In a concurrent private placement (the “October 2025Private Placement II”, and together with the October 2025Registered Direct Offering II, the “October 2025Financing II”), the Company issued warrants (the “October 2025Private Warrants II”) exercisable for up to an aggregate of 755,560 shares of common stock (the “October 2025Private Warrant Shares II”) at an exercise price of $8.75 per share. The October 2025Private Warrants II are exercisable immediately upon issuance and will expire on December 12, 2027.Also, the Company agreed to issue to H.C. Wainwright & Co., LLC (the “Placement Agent”) or its designees warrants to purchase up to an aggregate of 22,667 shares of common stock. The warrants issued to the Placement Agent or its designees have substantially the same terms as the October 2025Private Warrants II except that the warrants issued to the Placement Agent or its designees have an exercise price of $11.25 per share and a termination date of December 12, 2027.In addition, in connection with any future exercise of the October 2025Private Warrants II, the Company has agreed to (A) pay the Placement Agent (i) a cash fee equal to 7.0% of the aggregate gross exercise price paid in cash with respect to the exercise of such warrants and (ii) a management fee equal to 1.0% of the aggregate gross exercise price paid in cash with respect to the exercise of such warrants and (B) issue to Placement Agent or its designees additional placement agent warrants to purchase that number of shares equal to 6.0% of the aggregate number of shares of common stock underlying such October 2025Private Warrants II that have been exercised. The net proceeds of the October 2025Financing II, after deducting the placement agent’s fees and expenses and other estimated October 2025Registered Direct Offering II expenses payable by the Company and excluding the net proceeds, if any, from the exercise of the October 2025Private Warrants II, were approximately $3.1 million. Additionally, if the holders of October 2025*Private Warrants II exercise such warrants in full, the Company would receive additional net proceeds of approximately $6.1 million.

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* mayoffer 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 the2023* ATM Facility offering, as* maybe 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 (FileNo.* 333-271386) filed with the SEC on* April 21, 2023,which was declared effective on June 9, 2023,as maybe amended or supplemented from time to time, or pursuant to any new or successor shelf Registration Statement of the Company. The Company has agreed to pay the Agent a commission equal tothree* 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. During the year ended* December 31, 2025*, the Company sold 1,602,490 shares of common stock for aggregate net proceeds of approximately$10.8 million under the2023 ATM Facility.

See “Note10 – Subsequent Events –2023 ATM Facility” for a description of the Company’s usage of the2023 ATM Facility after* December 31, 2025* resulting in net proceeds of approximately $13.3 million.

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 the24*-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 statements of operations. The put option derivative liability is accounted for on a fair value basis under the provisions of ASC815 – Derivatives and Hedging. The derivative associated with the Purchase Agreement was deemed de minimis 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$22,500 at * December 31, 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* December 31, 2025*:

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:

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 year ended* December 31,* 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 the2025 ELOC Facility, which was expensed as incurred,(ii) sold 749,130 shares of common stock to Lincoln Park as purchase shares for aggregate net proceeds of approximately $5.3 million under the2025 ELOC Facility, and (iii) expensed $351,883 related to thedifference 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. From* January 1,*2026 through the date of filing of this Annual Report on Form10-K, the Company hasnot sold shares of common stock to Lincoln Park.

Stock Issuances

During the year ended* December 31, 2025*, the Company issued (i)400 shares of common stock for services provided to the Company valued at $7,875 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, other employees, and non-employee service providers, (iii)1,602,490 shares of common stock sold for aggregate net proceeds of approximately $10.8 million under the2023 ATM Facility, (iv)23,737 shares of common stock issued to Lincoln Park as commitment shares pursuant to the Company’s2025 ELOC Facility, and (v)749,130 shares of common stock sold to Lincoln Park as purchase shares for aggregate net proceeds of approximately $5.3 million under the2025 ELOC Facility.

During the year ended* December 31, 2024*, Genprex issued (i)303 shares of common stock for services provided to the Company valued at$27,669 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 fractional share rounding adjustments related to the Company’s Reverse Split, (v)3,300 shares of common stock sold for aggregate net proceeds of approximately$5.9 million associated with the Company’s* March 2024offering, as described above, (vi)153,701 shares of common stock sold for aggregate net proceeds of approximately $6.1 million under the Company’s2023* ATM Facility, as described above, and (vii)27,543 shares of common stock upon the exercise of pre-funded warrants at a nominal price associated with the Company’s* March 2024*offering.

F-12

Preferred Stock

Genprex is authorized to issue 10,000,000 shares of preferred stock at a par value of $0.001 per share, none of which are outstanding at the years ended* December 31, 2025and2024*.

Common Stock

Genprex is authorized to issue 200,000,000 shares of common stock at a par value of $0.001 per share, all of which is voting common stock. There were 3,291,488 and 217,234 shares of common stock outstanding at the years ended* December 31, 2025and2024*, respectively.

Common Stock Purchase Warrants

Common stock purchase warrant activity for the years ended* December 31, 2025and2024* respectively are as follows:

During the year ended* December 31, 2025*, and in connection with the registered direct offering, with an institutional investor, completed on* October 24, 2025,the Company (i) issued warrants to purchase up to 487,244 shares of common stock, at an exercise price of$11.00 per share, (ii) issued warrants to purchase up to 14,617 shares of common stock to H.C. Wainwright & Co., LLC or its designees (“Placement Agent”), at an exercise price of$14.0125 per share, and in connection with the registered direct offering, with an institutional investor, completed on October 29, 2025,the Company (iii) issued warrants to purchase up to 755,560 shares of common stock, at an exercise price of$8.75 per share, (iv) issued warrants to purchase up to 22,667 shares of common stock to H.C. Wainwright & Co., LLC or its designees (“Placement Agent”), at an exercise price of$11.25 per share, and (v) canceled warrants to purchase up to 25 shares of common stock at a weighted average exercise price of$7,620.00. The Company didnot record any share-based compensation related to warrants during the year ended December 31, 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* December 31, 2025*.

During the year ended* December 31, 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$0.01 per share, 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 1,852 shares of common stock to H.C. Wainwright & Co., LLC or its designees (“Placement Agent”), at an exercise price of$263.44 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 2023and July 2023,such that the amended warrants have a reduced exercise price of $4.09 per share and an expiration date offive years from the closing of the March 2024offering, and (v) issued 27,543 shares of common stock associated with the exercise of March 2024Pre-Funded Warrants. During the year ended December 31, 2024*, the Company recorded share-based compensation of$18,039 associated with the vesting and issuance of warrants.

As of* December 31, 2025*, Genprex had outstanding warrants to purchase 1,319,696 shares of common stock at a weighted average exercise price of$24.40 that have been issued to various consultants, investors, and placement agents of the Company. These warrants vest immediately or over periods ranging up to 12 months, are exercisable for a period of up tofive years, enable the holders to purchase shares of the Company’s common stock at exercise prices ranging from$8.75 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 options via Black-Scholes-Merton pricing models for the years ended* December 31, 2025and2024*, respectively.

Warrant Modifications

On* March 21, 2024,the Company amendedtwo* warrants whereby, for both warrants, the exercise price was reduced to$204.50 per share and the maturity dates were extended to a term offive years. The value of these modifications were calculated using the Black-Scholes-Merton option pricing model based on the following weighted average assumptions:

The incremental fair value attributable to the modified awards compared to the original awards immediately prior to the modification was calculated at $277,119, which was treated as a deemed dividend and is reflected as “Deemed dividend related to warrant modification” in the accompanying statement of operations.

F-13

2018 Equity Incentive Plan

The Company’s board of directors and stockholders have approved and adopted the Genprex2018 Equity Incentive Plan (“2018 Plan”), which became effective on the completion of the Company’s IPO on* April 3, 2018.The2018* Plan provides for the grant of incentive stock options that are intended to qualify under Section422 of the Internal Revenue Code of1986, as amended (“ISOs”), nonstatutory stock options, stock appreciation rights, restricted stock awards, RSU awards, performance-based stock awards and performance-based cash awards. ISOs* maybe 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 the2018 Plan, plus a number of shares of common stock (not to exceed 1,314 shares) subject to outstanding awards under the Company’s2009 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 the2009 Plan.

In addition, the number of shares of common stock reserved for issuance under the2018 Plan automatically increases on* January 1of each year, since January 1, 2019,by 5% of the total number of shares of the Company’s common stock outstanding on December 31of 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 the2018* Plan.

On* August 15, 2025at the2025* Annual Meeting of Stockholders, the Company’s stockholders approved the Company’s amended and restated2018 Plan (the*“2018* Amended Plan”). The principal changes to the2018 Plan implemented by the2018 Amended Plan include amendments to (i) increase the number of shares of the Company’s common stock authorized for issuance under the2018 Plan by an additional 130,000 shares (subject to adjustment for stock splits, stock dividends and similar events), (ii) extend the term of the2018 Plan to* June 30, 2035 (the10*-year anniversary of the Board’s adoption of the Amended Equity Plan) and (iii) remove provisions of the2018 Plan that had been included to comply with the exception for the deductibility of “performance-based compensation” under Section162(m) of the Internal Revenue Code of1986, as amended, which was repealed by the Tax Cuts and Jobs Act of2017. The2018 Amended Plan became effective upon its approval by the Company’s stockholders at the2025 Annual Meeting.

On* January 1,2024 and2025, the number of shares of common stock reserved for issuance under the2018 Plan was increased by an aggregate of 1,486 and 10,861 shares, respectively. As of December 31, 2025*, a total of 1,558 shares of common stock remained available for issuance for future awards under the2018 Plan. Subsequent to the year ended* December 31, 2025*, an additional 164,574 shares of common stock became available for issuance for future awards under the2018 Plan pursuant to the evergreen provision thereof.

2018 Employee Stock Purchase Plan

The Company’s board of directors and stockholders approved and adopted the Genprex2018 Employee Stock Purchase Plan (“ESPP”), which became effective on* April 3, 2018.The ESPP hasnot* 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* maybe granted to eligible employees. The number of shares of common stock reserved for issuance under the ESPP is automatically increased on January 1of each calendar year, beginning on January 1, 2019,by 2% of the total number of shares of common stock outstanding on December 31of the preceding calendar year, or a lesser number of shares determined by the administrator of the ESPP. In January 2025,the administrator of the ESPP determinednot* to increase the number of shares reserved for issuance under the ESPP for the2025 fiscal year.

F-14

Stock Options

As of* December 31, 2025*, Genprex had outstanding stock options to purchase 5,705 shares of common stock that have been granted to various executives, other employees, directors, and independent contractors of the Company, including outstanding stock options to purchase 509 shares of common stock issued as inducement grants, outside of the2018 Plan, associated with the hiring of new executives in2021 and2023. These options vest immediately or over periods ranging from 12 to 48 months, are exercisable for a period of up toten 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 Company didnot issue stock options during the year ended* December 31, 2025*. During the year ended* December 31, 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 employees.

The Company didnot issue stock options during the year ended* December 31, 2024*. During the year ended* December 31, 2024*, the Company cancelled stock options to purchase 44 shares of common stock with a weighted average exercise price of$2,515.00 in connection with the termination of employees.

The weighted average remaining contractual term for the outstanding options at* December 31, 2025and2024* is 4.11 and 5.11 years, respectively.

Stock option activity for the years ended* December 31, 2025and2024*, respectively, is as follows:

F-15

Restricted Stock Units

During the year ended* December 31, 2025*, the Company (i) issued 141,600 RSUs to executives, other employees, and non-employee directors, (ii) cancelled 246 RSUs associated with the termination of employees, (iii) withheld 328 RSUs to cover taxes associated with the vesting of employee issued RSUs, and (iv) issued 1,790 shares of common stock associated with the vesting of RSUs to executives, other employees, and non-employee directors.

During the year ended* December 31, 2024*, the Company (i) issued 1,922 RSUs to executives, other employees, and non-employee directors, (ii) cancelled 9 RSUs associated with the termination of employees, (iii) withheld 202 RSUs to cover taxes associated with the vesting of employee issued RSUs, and (iv) issued 636 shares of common stock associated with the vesting of RSUs to executives, other employees, and non-employee directors.

A summary of the RSU activity under the2018 Plan during the years ended* December 31, 2025and2024*, respectively, is presented below. These amounts include RSUs granted to executives, other employees, and board members.

Share-Based Compensation

In the year ended* December 31, 2025*, Genprex’s total share-based compensation was approximately $0.30 million, consisting of $0.20 million and $0.10 million associated with G&A expense and R&D expense, respectively, which represents the vesting of options and warrants issued to service providers, executives, other employees, and board members of the Company. As of* December 31, 2025*, the Company’s total compensation cost related to non-vested time-based stock option awards, RSUs, and warrants granted to executives, other employees, board members, and service providers andnot yet recognized was approximately $0.32 million, consisting of $0.21 million and $0.12 million associated with G&A expense and R&D expense, respectively. Genprex expects to record this stock-based compensation expense over the next three years using a graded vesting method. As of* December 31, 2025*, the weighted average term over which these expenses are expected to be recognized is 1.06 years.

As of* December 31, 2025*, there areno performance-based stock option awards outstanding andone performance-based warrant outstanding issued to a service provider of the Company. Genprex’s total compensation cost related to the non-vested performance-based warrantnot yet recognized was approximately $300,000. The entirety of this warrant* may*be recognized and recorded upon the achievement of certain milestones.

In the year ended* December 31, 2024*, the Company’s total share-based compensation was approximately $3.30 million, consisting of $2.80 million and $0.60 million associated with G&A expense and R&D expense, respectively, which represents the vesting of options and warrants issued to service providers, executives, other employees, and board members of the Company.

Note5 -401(k) Savings Plan****Transactions

In2022, Genprex established a defined-contribution savings plan under Section401(k) of the Internal Revenue Code (“401(k) Plan”) and established an employer matching program for participants in the401(k) Plan. The401(k) Plan covers all employees who meet defined minimum age and service requirements, and allows participants to defer a portion of their annual compensation on a pre-tax basis. Genprex incurred$90,901 and$125,731 of expense for matching contributions to the401(k) Plan for the years ended* December 31, 2025and2024*, respectively.

Note6 - Related Party Transactions

Introgen Research Institute

Introgen Research Institute (“IRI”) is a Texas-based technology company formed by Rodney Varner, who prior to his passing in* May 2024,was the Company’s President, Chief Executive Officer and Chairman of the Board and who was IRI’s sole officer. IRI is owned by trusts of which Mr. Varner's descendants are the sole beneficiaries. In April 2009,prior to Mr. Varner becoming an officer and director of Genprex in August 2012,the Company entered into an Assignment and Collaboration Agreement with IRI, providing Genprex with the exclusive right to commercialize a portfolio of intellectual property. This agreement was amended in2011* to include additional sublicensing of additional intellectual property made available to IRI from MD Anderson (see “Note7 – Commitments and Contingences – Commitments – MD Anderson”). There wereno amounts incurred or due under this agreement at the years ended* December 31, 2025and2024*.

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**Note7 - Commitments and Contingencies **

*Commitments ***

MD Anderson

In* July 2018,Genprex entered into atwo*-year sponsored research agreement with MD Anderson to sponsor preclinical studies focused on the combination of REQORSA with an immunotherapy with a projected total cost of approximately $2 million. This agreement was extended beyond the original expiration date, expiring in* May 2022after giving effect to such extension. In August 2022,the Company entered into athree*-year sponsored research agreement with MD Anderson (* “August 2022SRA”) to sponsor preclinical studies focused on REQORSA andNPRL2* in oncology to resensitize NSCLC and SCLC to targeted therapies and immunotherapies with an initial projected total cost of approximately $2.9 million. On* June 7, 2024,the Company amended the August 2022SRA with MD Anderson to (i) extend the sponsored research program an additionalsix* months, (ii) amend the quarterly budget from approximately $240,000 to $165,000 per quarter, and (iii) amend the total commitment from $2.9 million to approximately $2.75 million. The Company incurred approximately$828,505 and $811,540 of expense from this agreement during the years ended* December 31, 2025and2024*, respectively. As of* December 31, 2025*, the Company has paid approximately$2.43 million toward this$2.77 million commitment.

In2011, the Company agreed to assume certain contractual and other obligations of IRI in consideration for the sublicense rights, expertise, and assistance associated with certain technologies and intellectual property originally licensed to another party under the1994 License Agreement with MD Anderson (“Original MD Anderson License Agreement”). These technologies and intellectual property were later sublicensed to IRI (the “IRI Sublicense”). The Company also agreed to pay royalties of 1% on sales of certain licensed products for a period of 21 years following the termination of the later of the Original MD Anderson License Agreement and the IRI Sublicense. The Company assumed patent prosecution costs and an annual minimum royalty of $20,000 payable to the National Institutes of Health.

On* March 3, 2021,the Company entered into an amendment (the “MD License Amendment”) to the Patent and Technology License Agreement dated May 4, 2020,with MD Anderson. The MD License Amendment grants Genprex a worldwide, exclusive, sublicensable license to an additional portfolio ofsix* patents andone patent application and related technology for methods for treating cancer by administration of aTUSC2 therapy in conjunction with EGFR inhibitors or other anti-cancer therapies in patients predicted to be responsive toTUSC2 therapy. Pursuant to the MD License Amendment, the Company agreed to (i) pay annual maintenance fees ranging from the midfive figures to the lowsix figures, (ii) total milestone payments of $6,150,000, (iii) aone-time fee in the midfive figures and (iv) certain patent-related expenses. The Company incurred approximately $155,000 and $50,000 of expense from this agreement during the years ended* December 31, 2025and2024*, respectively. As of* December 31, 2025*, Genprex has paid approximately$525,000 toward this commitment.

National Institutes of Health

Genprex has a royalty obligation to the National Institutes of Health (“NIH”) to be paid upon the Company’s receipt of FDA approval using NIH technology. The $240,000 contingent obligation which increases annually by $20,000 and is $400,000 and $380,000 for the years ended* December 31, 2025and2024*, respectively, will be recognized when the Company obtains regulatory approval (the event that triggers the payment obligation).

New York University

On* April 25, 2025,the Company and NYU entered into the NYU License Agreement, which granted Genprex exclusive patent and commercial rights worldwide relating to Genprex’s lead drug candidate REQORSA for the potential treatment of mesothelioma. Pursuant to the NYU License Agreement, Genprex agreed to pay: (i) an initial license fee of $5,000, (ii) annual license fees of $35,000 for thefirst* andsecond year anniversaries, $25,000 for thethird anniversary and $50,000 for thefourth year and each subsequent year following thefourth anniversary of the agreement thereafter, (iii) running low single digit percentage royalties ranging from 1% to 2% of net sales, (iv) certain potential technical milestone payments through regulatory approval up to an aggregate of approximately $400,000, and (v) certain patent-related expenses. The Company incurred approximately$5,000 of expense from this agreement during the year ended* December 31, 2025*. As of* December 31, 2025*, Genprex has paid approximately $5,000 toward this commitment.

University of Michigan

On* November 11, 2024,the Company and the University of Michigan entered into the UM License Agreement, which granted Genprex a worldwide, exclusive license to the University of Michigan’s patent rights in a co-owned patent application relating to the use of REQORSA in combination with ALK-inhibitors for the treatment of ALK-EML4 positive translocated lung cancer. Genprex agreed to pay: (i) an initial license issue fee of $30,000, (ii) running low single digit percentage royalties ranging from 1% to 3% of net sales, (iii) minimum annual royalties in a fixed cash amount of $15,000 for2025* and2026, and $30,000 for2027 and each year thereafter during the term of the UM License Agreement, (iv) a tiered double digit percentage share of non-royalty sublicense income ranging from 10% to 40%, and (v) certain potential clinical milestone payments through FDA regulatory approval up to an aggregate of approximately $350,000 in addition to certain potential commercial sales milestones. The Company incurred approximately$15,000 and$15,000 of expense from this agreement during the years ended* December 31, 2025and2024*, respectively. As of* December 31, 2025*, Genprex has paid approximately$30,000 toward this commitment.

F-17

University of Pittsburgh

Pursuant to the New UP License Agreement dated* February 17, 2025,by and between Genprex and the University of Pittsburgh, Genprex agreed to pay (i) an initial licensing fee of $10,000, (ii) annual maintenance fees of $65,000 for the first,second andthird* years, and $120,000 for thefourth year and each subsequent year following thefourth anniversary of the agreement thereafter until the anniversary prior to the year of thefirst commercial sale, (iii) royalties ranging from 1.5% to 3% of net sales of licensed technologies, (iv) an annual minimum royalty payment of $250,000 per year beginning in the year of thefirst commercial sale of licensed technology, (v) a share of non-royalty sublicense income of 20%, and (vi) an aggregate of $4,825,000 in milestone payments related to the usage of the licensed technologies to potentially treat Type1 and Type2 diabetes. Unless earlier terminated pursuant to its terms, the agreement expires upon the later of (i)20 years after thefirst commercial sale of the licensed technology thereunder and (ii) expiration of the last valid claim under the patent rights. In connection with the New UP License Agreement, the Company incurred $15,000 and $0 of expense from this agreement forthe years ended* December 31, 2025and2024*, respectively. As of* December 31, 2025*, Genprex has paid approximately $15,000 toward this commitment.

UTHealth Houston

On* May 2, 2025,the Company and UTHealth Houston entered into the UTH License Agreement, which granted Genprex exclusive patent and commercial rights worldwide relating to Genprex’s lead drug candidate REQORSA for the potential treatment of glioblastoma. Pursuant to the UTH License Agreement, Genprex agreed to pay (i) an initial license issue fee of $10,000 along with additional, staggered upfront license fees totaling another $40,000 and an annual license management fee of $3,000, (ii) running low single digit percentage royalties ranging from 0.10% to 0.25% of net product sales, (iii) minimum annual royalty of $25,000 beginning after thefirst* year in which royalties obligations commence pursuant to the UTH License Agreement, (iv) certain potential clinical and regulatory milestone payments through FDA and international regulatory approvals up to an aggregate of approximately $360,000, and (v) certain patent-related expenses. The Company incurred approximately$10,000 of expense from this agreement during the year ended* December 31, 2025*. As of* December 31, 2025*, Genprex has paid approximately $10,000 toward this commitment.

Contract Development and Manufacturing Organization

Genprex entered into athree-year development services agreement in* July 2022,amended in each of January 2023and March 2023,with a contract development and manufacturing organization (“CDMO”) to manufacture good manufacturing practices (“GMP”) grade materials for use in the Company’s clinical trials with a projected total cost at inception of approximately $4.5 million. On April 2, 2024,the Company was informed by the CDMO that the CDMO was ceasing certain manufacturing operations subject to the development services agreement. On June 30, 2024,the development services agreement was terminated by mutual agreement and the CDMO returned $1.3 million to the Company andno* additional commitments are obligated or owed by the Company. The Company incurredno expense from this agreement during either of the years ended* December 31, 2025and2024*.

Contingencies

From time to time, the Company* maybecome subject to threatened and/or asserted claims arising in the ordinary course of its business. The Company isnot* aware of any matters, either individually or in the aggregate, that are reasonably likely to have a material impact on its financial condition, results of operations or liquidity.

F-18

Note8 – Segment Reporting

Operating segments are defined as components of an entity for which separate discrete financial information is made available and that is regularly evaluated by the CODM in making decisions regarding resource allocation and assessing performance. The Company manages its operations as a single segment (the “Segment”) for the purposes of assessing performance and making operating decisions. The CODM of the Segment is the Company’s Chief Executive Officer. The Segment is focused on pioneering the discovery and development of gene therapies for use in patient populations with unmet medical needs. The accounting policies for the Segment are the same as those described in Note2, Summary of Significant Accounting Policies. The CODM assesses the performance of the Segment and decides how to allocate resources based on net loss that is reported on the statements of operations and comprehensive loss. Further, the following represents information about segment loss and significant segment expenses:

(1) Inclusive of$0.3 million and$3.3 million of stock-based compensation expense for the years ended* December 31, 2025and2024*, respectively, and$0 and$6,693 of depreciation and amortization expense for the years ended* December 31, 2025and2024*, respectively.

F-19

Note9 – Income Taxes

Components of income tax expense for the years ended* December 31, 2025and2024*, respectively, are as follows:

The total provision for income taxes for the year ended* December 31, 2024,*was accounted for in the Consolidated Statement of Operations within General and Administrative Expenses.

Temporary differences between financial statement carrying amount and tax basis of assets and liabilities that give rise to significant portions of the deferred tax assets and liabilities at* December 31, 2025and2024*, respectively, are as follows:

For the years ended* December 31, 2025and2024*, the Company recorded pre-tax book losses of approximately $16.2 million and approximately $21.1 million, respectively.

At* December 31, 2025and2024*, the Company had federal net operating losses ofapproximately $117.5 million andapproximately $95.2 million, respectively. Net deferred tax assets are mainly comprised of temporary differences between financial statement carrying amount and tax basis of assets and liabilities.

In assessing the ability to realize the deferred tax assets, management considers whether it is more likely thannot that some portion or all of the deferred tax assets willnot be realized. The ultimate realization of deferred tax assets is dependent on the generation of future taxable income during the period in which these temporary differences become deductible. Management considers the projected future taxable income and prudent and feasible tax planning strategies in making this assessment. As of* December 31, 2025and2024*, valuation allowances of approximately $30.6 million and approximately $27.6 million have been recorded, respectively.

The Company has federal research and development (“R&D”) credit carryforwards of $0.8 million which will begin to expire in2037.

• While the underlying tax effects remain unchanged from the prior year, certain reconciling items have been reallocated consistent with the required ASU2023-09 disclosure.

Effective* January 1, 2009the Company adopted ASC740*-10, the provision formerly FASB InterpretationNo. 48, “Accounting for Uncertainty in Income Taxes,” (“FIN48”) and began evaluating tax positions utilizing atwo-step process. Thefirst step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination based on the technical merits of the position. Thesecond step is to measure the benefit to be recorded from tax positions that meet the more-likely-than-not recognition threshold by determining the largest amount of tax benefit that is greater than50% likely of being realized upon ultimate settlement and recognizing that amount in theconsolidated financial statements.

The following table reflects changes in the gross unrecognized tax benefits:

The Company classifies uncertain tax positions as non-current unrecognized tax liabilities unless expected to be paid withinone year or otherwise directly related to an existing deferred tax asset, in which case the uncertain tax position is recorded as an offset to the asset on the balance sheets. As of* December 31, 2025and2024*,$80,967 of the Company’s gross unrecognized tax benefits were recorded as a reduction of the related deferred tax assets.

F-20

Note10 – Subsequent Events

The Company has evaluated subsequent events through the filing of this Annual Report on Form10-K and determined that there have beenno recognized subsequent events that have occurred that would require adjustments to the Company’s disclosures in the consolidated financial statements. The following are nonrecognized subsequent events through the filing of this Annual Report on Form10-K.

Reserves of2018 Equity Incentive Plan and2018* Employee Stock Purchase Plan***

On* January 1, 2026*, the total shares of common stock reserved under the2018 Plan increased by 164,574 shares pursuant to the “evergreen” provision of the2018 Plan. On* December 22, 2025,the Company’s board of directors determined thatno* additional shares would be reserved during the2026 fiscal year for the ESPP given thatno shares have yet been issued under the ESPP.

Share Issuances

From* January 1, 2026through the date of filing of this Annual Report on Form10*-K, Genprex issued (i)5,000 shares of common stock to the Chairman of the Company’s Scientific Advisory Board in consideration for services, and (ii)33,570 shares of common stock upon the vesting of restricted stock units (“RSUs”) valued at $67,015 to Company executives and other employees.

2023 ATM Facility

From* January 1, 2026through the date of filing of this Annual Report on Form10*-K, Genprex has sold 5,714,798 shares of its common stock for aggregate net proceeds to the Company totaling approxim ately$13.3 million under the2023 ATM Facility.