Genprex, Inc.

Maintaining our Nasdaq Listing. We believe it is in the Company’s and our stockholders’ best interests to maintain the listing of our common stock on The Nasdaq Capital Market. Pursuant to the Nasdaq listing rules, Nasdaq may delist a stock that fails to comply with the $1.00 Minimum Bid Price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the “Minimum Bid Price Requirement”). The market price of our common stock historically has been, and may continue to be, volatile. On April 15, 2026, our common stock closed at a price of $1.28 per share. From January 1 through April 15, 2026, our common stock traded as low as $1.15 and as high as $3.56 per share, and during 2025, our common stock traded as low as $1.71 and as high as $55.00 per share. If the Reverse Stock Split Proposal is approved, the Board’s ability to effect a reverse split might help us to maintain our Nasdaq listing in the event our common stock were to sell below $1.00 per share and we were to be in noncompliance with the Minimum Bid Price Requirement, though there can be no assurances that in such an event effecting a reverse split would allow us to maintain our listing. As previously disclosed, we have previously received listing deficiency notices for prior non-compliance with Nasdaq’s Minimum Bid Price Requirement. Pursuant to prior authorizations of our stockholders, our Board implemented a 1:40 reverse stock split in February 2024 and a 1:50 reverse stock split in October 2025 to resolve these Minimum Bid Price Requirement matters.

Our Board believes that authorizing a reverse stock split now will provide the flexibility to effectuate a reverse stock split to respond to similar scenarios should they arise in the future. In the event we were to experience noncompliance with Nasdaq’s Minimum Bid Price Requirement in the future, and we did not already have authorization to implement a reverse stock split, this could have potentially serious, adverse effects on us and our stockholders. Our common stock could be delisted from Nasdaq because shares of our common stock could trade below the requisite $1.00 per share price needed to maintain our listing in accordance with the Minimum Bid Price Requirement. Our shares may then trade on the OTC Bulletin Board or other small trading markets, such as the pink sheets. In that event, our common stock could trade thinly as a microcap or penny stock, adversely decrease to nominal levels of trading and may be avoided by retail and institutional investors, resulting in the impaired liquidity of our common stock. However, we can provide no assurances that we will maintain our Nasdaq listing. Authorization to effect a reverse split would be helpful in maintaining, but would by no means guarantee, continued compliance with the Minimum Bid Price Requirement, and we must additionally satisfy all other Nasdaq listing requirements in order to maintain our Nasdaq listing.

Our Board strongly believes that the Reverse Split is necessary to help maintain our listing on Nasdaq. Accordingly, the Board has approved resolutions proposing the Charter Amendment to effect the Reverse Split and directed that it be submitted to our stockholders for approval at the Annual Meeting.

Future Listing Applications. We may also consider application for listing of our common stock on other exchanges or markets in or outside the United States. Any such listing may require the market price of our common stock to be increased above its then current level. While authorization to effect a reverse stock split may be helpful in achieving any such relevant minimum share price, a reverse stock split could not guarantee that our common stock would achieve any such relevant minimum price.

Potential Increased Investor Interest; Other Effects. In approving the proposal approving the Charter Amendment, our Board noted that a low share price can reduce the effective marketability of stocks because of the reluctance of some brokerage firms to recommend low-priced stocks to their clients and because many institutional investors generally do not invest in low priced stocks. Further, a variety of brokerage house policies and practices tend to discourage individual brokers within those firms from dealing in low-priced stocks. Some of those policies and practices pertain to the payment of brokers’ commissions and to time-consuming procedures that function to make the handling of low-priced stocks unattractive to brokers from an economic standpoint. In addition, the structure of trading commissions also tends to have an adverse impact upon holders of low-priced stocks because the brokerage commission on a sale of low-priced stock generally represents a higher percentage of the sales price than the commission on a relatively higher-priced issue. Our Board believes that the Reverse Split may result in a higher trading range for our common stock and may encourage institutional investors to invest in, and brokerage houses to recommend, our common stock. If the Reverse Split is effected, the market price of our common stock will also be based on our performance and other factors unrelated to the number of shares outstanding.

Our Board does not intend for any Reverse Split, if implemented, to be the first step in a series of plans or proposals to effect a “going private transaction” within the meaning of Rule 13e-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In addition, because the number of authorized shares of our common stock would not be reduced, a Reverse Split will result in an effective increase in the authorized number of shares of our common stock. The effect of the relative increase in the amount of authorized and unissued shares of our common stock would allow us to issue additional shares of common stock in connection with future financings, employee and director benefit programs and other desirable corporate activities, without requiring our stockholders to approve an increase in the authorized number of shares of common stock each time such an action is contemplated.