Genprex, Inc.

Current report

The Company is including the below update to its risk factors, for the purpose of supplementing and updating the “Risk Factors” disclosure contained in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on March 30, 2026, and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, filed with the Securities and Exchange Commission on May 13, 2026, as further supplemented and updated in the Company’s other periodic and current reports filed from time to time since such Annual Report on Form 10-K.

Current report

Our common stock is currently listed on The Nasdaq Capital Market. If we fail to maintain compliance with the continued listing requirements of Nasdaq, our common stock may be delisted and the price of our common stock and our ability to access the capital markets could be negatively impacted.

Current report

Our common stock is currently listed for trading on Nasdaq. On June 10, 2026, we received a letter from Nasdaq indicating that, based upon our lack of compliance with the with the requirement under Nasdaq Listing Rule 5550(a)(2) to maintain a minimum bid price of $1.00 per share for continued listing on Nasdaq (the “Bid Price Requirement”) and our ineligibility for a 180 calendar day compliance period, the Listing Qualifications Staff of Nasdaq (the “Staff”) had determined to delist our securities from Nasdaq unless we timely requested a hearing before a Nasdaq Hearings Panel (the “Panel”). Accordingly, we did so request a hearing before the Panel (which request stayed any suspension or delisting action by the Staff), and the Panel hearing was held on July 21, 2026. At the Panel hearing, we requested an extension within which to demonstrate compliance with the Bid Price Requirement, and on July 29, 2026, the Panel granted our request for an exception to demonstrate compliance with the Bid Price Requirement (the “Exception”). On August 4, 2026, the we were formally notified that the Panel determined that we have regained compliance with the Bid Price Requirement. The Panel further informed us that until December 7, 2026, which represents the full extent of the Panel’s discretion in this matter with respect to the Bid Price Requirement, the Company must maintain a closing bid price at or above $1.00 for each trading day; and the Panel will maintain jurisdiction over the Company until December 7, 2026. In the event the Company becomes non-compliant with any other listing rule at any time prior to December 7, 2026, we will be allowed seven calendar days to advise the Panel on our plan to cure the deficiency, with the Panel, at that time, to determine whether to grant the Company an exception to cure the deficiency or delist the Company.

Current report

Pursuant to the Exception, we are required to, and fully intend to, provide the Panel with prompt notification of any significant events that occur that may affect our compliance with Nasdaq requirements, including any event that may call into question our ability to meet the terms of the Exception. The Panel has reserved the right to reconsider the terms of the Exception based on any event, condition or circumstance that exists or develops that would, in the Panel’s opinion, make continued listing of our securities on Nasdaq inadvisable or unwarranted. There can be no assurance that we will be able to satisfy the terms of the Exception, or that we will be able to demonstrate or maintain compliance with the Bid Price Requirement or the other Nasdaq continued listing requirements for the duration of the Exception or for any future time period.

Current report

We intend to continue to monitor the closing bid price of our common stock and take such definitive steps as deemed appropriate to evidence and maintain compliance with the Bid Price Requirement, including by implementing effective July 16, 2026 the one-for-twenty-two (1:22) reverse stock split of our common stock. However, the implementation of the reverse stock split could continue to negatively affect the price of our common stock, and there is no guarantee that our having implemented the reverse stock split will result in our maintaining compliance with the Bid Price Requirement, or that we will continue to satisfy the terms of the Exception. We cannot assure you that the market price of our common stock after the reverse stock split will be maintained for any period of time or at any particular level. There is also the possibility that liquidity in our common stock may continue to be adversely affected by the reduced number of shares issued and outstanding which occurred as of the effective time of the reverse stock split.

Current report

We must evidence and maintain compliance with Nasdaq’s Bid Price Requirement of $1.00 per share (and must continue to maintain compliance with Nasdaq’s other continued listing requirements, including, among other things, a minimum stockholders’ equity of $2.5 million), or risk delisting, which could have a material adverse effect on our business. In addition, upon approval of the Securities and Exchange Commission, Nasdaq amended its listing rules on July 22, 2026 to provide that where a listed company fails to meet the continued listing requirement for market value of listed securities of at least $5 million for 30 consecutive business days, such deficiency will result in immediate suspension and delisting, bypassing typical grace periods and restricting appeal rights (the “MVLS Requirement”). On July 29, 2026, the SEC’s Division of Trading and Markets confirmed that it had received notices of intention to petition the full SEC for review of the approval, which automatically stayed the order implementing the rule pending further action from the SEC. This process is pending as of the filing date of this Quarterly Report on Form 10-Q with no prescribed timeline for SEC action. As of the time of this filing, our market value of listing securities is currently below $5 million. Because we are currently below the $5 million threshold, if and when the MVLS Requirement becomes effective, we may become subject to immediate suspension and delisting, without any opportunity to cure, if our market value of listed securities remains below $5 million for 30 consecutive business days. If our common stock is delisted from Nasdaq, it could result in a corresponding material reduction in the price of our common stock as a result of the loss of market efficiencies associated with Nasdaq and the loss of federal preemption of state securities laws. In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, suppliers, contractual counterparties and employees and fewer business development opportunities. If our common stock were delisted, it could be more difficult to buy or sell our common stock or to obtain accurate quotations, and the price of our common stock could suffer a material decline. Delisting could also impair our ability to raise capital on acceptable terms, if at all.

Previous report

The Company is not required to provide the information called for by this Item as it is a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act.