Genprex, Inc.

GENPREX, INC.

JUNE 30, 2026

Note1 - Description of Business and Basis of Presentation

Unless the context requires otherwise, references to “Genprex,” the “Company,” “we,” “us” or “our” in this Quarterly Report on Form10-Q refer to Genprex, Inc. Genprex, 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.

Oncology Platform

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 has a mechanism of action whereby it decreases cancer cell growth by decreasing 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.

Acclaim –1: The Acclaim-1 study is a Phase1/2 clinical trial that hasthree portions - a Phase1 dose escalation portion, a Phase2a expansion portion, and a Phase2b randomized portion. 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 who have activating epidermal growth factor receptor (“EGFR”) mutations and disease 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 maintained this response through66 courses of treatment but then had disease progression after47 months. Asecond patient had stable disease without disease progression through32 courses of treatment but then had disease progression after22 months. Athird patient had stable disease without disease progression through14 courses of treatment before disease progression after almost10 months. 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.*

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 response or a lack of response to REQORSA in patients with lung cancer. In* April 2026,the Company entered into a new sponsored research agreement with MD Anderson to study biomarkers. This preclinical effort has led to the identification oftwo* proteins whose expression appears to predict response to REQORSA. This work, titled “TROP2 and PTEN are biomarkers of primary resistance toTUSC2 gene therapy in non-small cell lung cancer” was accepted for a poster presentation at the meeting of the American Association of Cancer Research in* April 2026.These findings suggest thatTROP2* and PTEN* mayserve as biomarkers to predictTUSC2* response and guide therapeutic strategies in NSCLC.TROP2 (trophoblast cell-surface antigen2) is a transmembrane glycoprotein that functions as a cell surface receptor.TROP2 overexpression in adult tissues is a hallmark of many solid tumors, making it a major target for modern cancer therapies. PTEN (phosphatase and tensin homolog) is a tumor suppressor gene that serves as a multi-functional cancer biomarker in a number of cancers, with potential for risk assessment, diagnosis and treatment planning. Validation in specimens from clinical trials will be needed to determine whether these potential biomarkers predict clinical response.

In* May 2026,an abstract was published by the Company’s research collaborators at the2026* American Society of Clinical Oncology Annual Meeting which detailed positive clinical data from studies of predictive biomarkers in patients receiving REQORSA. These clinical data suggested that patients whose NSCLC cells expressed high TROP-2 protein levels or low PTEN protein levels had longer PFS with REQORSA treatment. The Company believes that this clinical signal, derived from patients in the Company’s Acclaim clinical trials, underscores the critical role these biomarkers* mayplay in predicting treatment efficacy. These data advance the Company’s understanding of this novel gene therapy and mayhelp to guide patient selection for its clinical trials and optimize clinical outcomes. The Company plans to further evaluate high (3+) TROP-2 expression as a potential biomarker for REQORSA, which maypredict patient response and enable targeted patient selection. The Company is currently evaluating enrollment criteria based on biomarker identification prior to any potential future interim analysis as the Company continues to enroll and treat patients in the Phase2a* expansion portion of its Acclaim-1 clinical trial.

In* August 2026,the Company announced its collaboration with Roche Diagnostics to validate biomarkers for patient selection in clinical trials for NSCLC. The collaboration intends to leverage Roche Diagnostics’ expertise in assay development. Roche Diagnostics received U.S. Food and Drug Administration (“FDA”) Breakthrough Device Designation for thefirst* AI-driven companion diagnostic for NSCLC that uses aTROP2 score to evaluate NSCLC specimens, and Genprex will use the same antibody againstTROP2 for its validation studies. Genprex anticipates completing these validation studies by approximately the end of2026, with subsequent integration into its NSCLC clinical program shortly thereafter, dependent on the results of the validation studies.

The 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 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.

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Acclaim –3: The Acclaim-3 study hastwo portions - a Phase1 dose escalation portion and a Phase2 expansion portion. 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 than19 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 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 by the end of2026 and expects the interim analysis in thefirst half of2027.

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.

Diabetes Gene Therapy

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. 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. In* June 2025,the Company’s collaboration partners madetwo* presentations at the2025 American Diabetes Association85th Scientific Sessions. The Company’s research collaborators from UP were invited to give an oral presentation highlighting their work in non-human primate models of Type1 diabetes. In addition, the Company’sthird-party contract development and manufacturing organization (“CDMO”) collaborators presented a poster on a non-viral lipid nanoparticle delivery system that would allow a patient to receive multiple treatments.

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. See also “Note6 – Commitments and Contingencies”.

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. As previously disclosed, in* December 2025the Company submitted a request to meet with the FDA to discuss the necessary Investigational New Drug (“IND”)-enabling preclinical studies for its Type1* diabetes gene therapy program, an important step before potentially initiating clinical trials in humans. On* February 19, 2026,the Company met with the FDA and received feedback which the Company believes aligned with its expectations and plans. Following the FDA meeting and receipt of the official meeting minutes, Genprex is continuing with preclinical animal studies, as expected, which will allow the Company to finalize the design and initiate future toxicology studies. Subsequent data from toxicology studies are expected to enable IND filing. Toxicology studies are a required step of drug development, ensuring that new treatments are evaluated in animal models before human use in order to identify potential risks, determine safe dosages and monitor for side effects. Additionally, the Company plans to begin clinical scale production in a current Good Manufacturing Practices (“cGMP”) compliant facility, allowing the Company to accelerate its manufacturing processes necessary for IND-enabling preclinical studies and clinical trials. Genprex is also continuing work with CDMOs and research partners to optimize constructs and evaluate alternativesecond*-generation approaches including different AAV and non-viral constructs.

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 unaudited condensed 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 from the sale and issuance of capital stock and securities exercisable for capital stock, 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 unaudited condensed 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 half 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 activities 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 unaudited condensed consolidated financial statements donot include any adjustments that might be necessary if Genprex is unable to continue as a going concern.

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Note2 - Summary of Significant Accounting Policies

Genprex’s unaudited condensed consolidated financial statements have been prepared in accordance with US GAAP and the requirements of the United States Securities and Exchange Commission (the “SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that is normally required by US GAAP can be condensed or omitted. Accordingly, they donot include all of the information and footnotes normally included in financial statements prepared in conformity with US GAAP. The* December 31, 2025balance sheet was derived from the December 31, 2025audited financial statements. Genprex’s unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s2025* Annual Report on Form10-K, filed with the SEC on* March 30, 2026 (the “Form10*-K”).

The accompanying condensed consolidated financial statements are unaudited and include all adjustments (consisting of normal recurring adjustments) that management considers necessary for a fair presentation of Genprex’s condensed consolidated financial position and results of operations for the interim periods presented. The results of operations for the interim periods arenot necessarily indicative of the results that* may*be expected for any other interim period or for the entire year.

A summary of Genprex’s significant accounting policies consistently applied in the preparation of the accompanying unaudited condensed consolidated financial statements follows.

Principles of Consolidation

The accompanying unaudited condensed 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 for interim financial information and with the instructions to Form10-Q and Article10 of Regulation S-X. All significant intercompany balances and transactions are eliminated in consolidation. As of* June 30, 2026*, Convergen Biotech, Inc. has yet to initiate operating activity.

Reverse Stock Split* *

On* October 21, 2025,Genprex completed a1*-for-50 reverse stock split (“2025 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 par value of the common stock. All references in these unaudited condensed consolidated financial statements to shares, share prices, exercise prices, and other applicable share and per share information in all periods have been adjusted, on a retroactive basis, to reflect the2025 Reverse Split (see “Note4 – Equity –2025 Reverse Stock Split”).

On* July 16, 2026,Genprex completed a1*-for-22 reverse stock split (“2026 Reverse Split”) of its issued and outstanding shares of common stock. The2026 Reverse Split didnot change the number of authorized shares of common stock or par value of the common stock. All references in these unaudited condensed consolidated financial statements to shares, share prices, exercise prices, and other applicable share and per share information in all periods have been adjusted, on a retroactive basis, to reflect the2026 Reverse Split (see “Note4 – Equity –2026 Reverse Stock Split”).

Use of Estimates

The preparation of Genprex’s unaudited condensed 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 unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in Genprex’s unaudited condensed consolidated financial statements include the fair value of stock options and warrants and the fair value of derivative liabilities. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that arenot readily apparent from other sources. Due to the uncertainty of factors surrounding the estimates or judgments used in the preparation of the consolidated financial statements, actual results* may*materially vary from these estimates.

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. The Company has cash in a money market account and had $14,904,167 and $7,580,820 in excess of FDIC insured limits of*$250,000* at* June 30, 2026* and* December 31, 2025*, 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)60,213 unexercised options granted by the Company’s board of directors and unexercised warrants to purchase shares of common stock, and (ii)2,564 unvested restricted stock units granted by the Company’s board of directors representing the right upon vesting to receive shares of common stock, in each case as of* June 30, 2026*.

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 “Note7 – Segment Reporting” for additional disclosures related to segment reporting.

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Fair Value of Financial Instruments

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

Accounting Standards Codification (“ASC”)820, 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. Property and equipment is fully depreciated as of* June 30, 2026*.

Research and Development 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, and expenses attributable to 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, valued at cost, and capitalized for future use were $1,294,081 and $1,802,228 at* June 30, 2026* and* December 31, 2025*, respectively.

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 undiscounted expected future cash flows. During thesix months ended* June 30, 2026*, 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 condensed consolidated 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 condensed consolidated balance sheets as of* June 30, 2026* and* December 31, 2025*, related to this derivative liability.

Foreign Currency

The reporting currency of Genprex is the U.S. dollar. The Company is exposed to foreign currency adjustments to the extent that it enters into transactions denominated in currencies other than its functional currency. The Company records realized foreign currency transaction gains and losses upon settlement of the transactions. Foreign currency transaction gains and losses resulting from the conversion of the transaction currency to functional currency are included in the condensed consolidated statements of operations.

Recent Accounting Developments

The Company is currently evaluating the impact of accounting pronouncements issued butnot effective until after* June 30, 2026*, but they arenot expected to have a significant effect on the Company’s consolidated financial condition, results of operations, or cash flows.

Recent Adopted Accounting Standards

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 the Company’s consolidated financial statements.

Accounting Standards Issued ButNot* Yet Adopted*

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

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Note3 - Intellectual Property

As of* June 30, 2026*, Genprex owned or had exclusive license agreements on 19 granted patents and 23 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. Amortization of these license rights on a straight-line basis over the estimated period of useful lives of the underlying patents or the license agreements will begin at commercialization.

University of Pittsburgh

On* February 17, 2025,Genprex and the University of Pittsburgh entered into the New UP License Agreement to update and consolidate, into a single agreement, certain prior license agreements and associated technologies licensed thereunder to the Company from the University of Pittsburgh 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 effectuated the termination of, and amended, restated, replaced and superseded in their entirety, the prior license agreements between Genprex and the University of Pittsburgh which had been 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 “Note6* - Commitments and Contingencies - Commitments - MD Anderson Cancer Center” 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,*the Company 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,*the Company 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.

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Note4 - Equity

2025 Reverse Stock Split

On* October 21, 2025,Genprex implemented the2025* Reverse Split of its issued and outstanding shares of common stock at a ratio of1-for-50. The2025 Reverse Split didnot change the number of authorized shares of common stock or the par value. All references in these unaudited condensed consolidated financial statements to shares, share prices, exercise prices, and other applicable share and per share information in all periods have been adjusted, on a retroactive basis, to reflect the2025 Reverse Split.

2026 Reverse Stock Split

On* July 16, 2026,Genprex implemented the2026* Reverse Split of its issued and outstanding shares of common stock at a ratio of1-for-22. The2026 Reverse Split didnot change the number of authorized shares of common stock or the par value. All references in these unaudited condensed consolidated financial statements to shares, share prices, exercise prices, and other applicable share and per share information in all periods have been adjusted, on a retroactive basis, to reflect the2026 Reverse Split. See “Note8 - Subsequent Events -2026 Reverse Stock Split”.

Registered Direct Offerings

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 11,074 shares of common stock at a purchase price of $246.62 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 22,151 shares of common stock (the “October 2025Private Warrant Shares I”) at an exercise price of $242.00 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 665 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 $308.28 per share. 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 net proceeds of approximately $5.3 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 17,172 shares of common stock at a purchase price of $198.00 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 34,345 shares of common stock (the “October 2025Private Warrant Shares II”) at an exercise price of $192.50 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 1,031 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 $247.50 per share. 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. As of the filing date of this Quarterly Report on Form10*-Q, Shares offered and sold pursuant to the Sales Agreement are issued pursuant to the Company’s shelf Registration Statement on Form S-3 (FileNo. 333-271386) filed with the SEC on* April 21, 2023and declared effective on June 9, 2023,which is subject to the grace period under Securities Act Rule415*(a)(5)(ii) allowing the continuation of the ATM offering under such Registration Statement, pending effectiveness of the Company’s new shelf Registration Statement on Form S-3 (FileNo. 333-296563) filed with the SEC on* June 5, 2026.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 has provided the Agent with customary indemnification and contribution rights. During thethree andsix months ended* June 30, 2025*, the Company sold 3,333 and 15,428 shares of common stock for aggregate net proceeds of approximately $0.87 and $6.90 million, respectively, under the2023 ATM Facility. During thethree andsix months ended* June 30, 2026*, the Company sold 93,312 and 353,095 shares of common stock for aggregate net proceeds of approximately $2.24 and $15.6 million, respectively, under the2023 ATM Facility.

See “Note8 – Subsequent Events –2023 ATM Facility” for a description of the Company’s usage of the2023 ATM Facility after* June 30, 2026* resulting in net proceeds of approximately $1.53 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 purc hase 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 condensed consolidated statement 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 minimus 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 (as defined in the Purchase Agreement). The fair value of the 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 each of* June 30, 2026* and* 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* June 30, 2026*:

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 thethree andsix months ended* June 30, 2025*, the Company (i) issued 1,079 shares of common stock to Lincoln Park with a value of $365,565 as commitment shares pursuant to the2025 ELOC Facility, which was expensed as incurred, and (ii) sold 3,694 shares of common stock to Lincoln Park as purchase shares for aggregate net proceeds of approximately $0.87 million under the2025 ELOC Facility. There wereno sales of common stock pursuant to the2025 ELOC Facility during each of thethree andsix months ended* June 30, 2026*.

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Stock Issuances

During thethree months ended* June 30, 2026*, the Company issued (i)228 shares of common stock for services provided to the Company valued at $7,925 to the Chairman of its Scientific Advisory Board, (ii)1,321 shares of common stock upon the vesting of restricted stock units (“RSUs”) valued at $17,054 to Company executives, employees, and non-employee service providers, and (iii)93,312 shares of common stock sold for aggregate net proceeds of approximately $2.24 million under the2023 ATM Facility.

During thesix months ended* June 30, 2026*, the Company issued (i)456 shares of common stock for services provided to the Company valued at $16,904 to the Chairman of its Scientific Advisory Board, (ii)2,856 shares of common stock upon the vesting of RSUs valued at $84,440 to Company executives, employees, and non-employee service providers, and (iii)353,095 shares of common stock sold for aggregate net proceeds of approximately $15.60 million under the2023 ATM Facility (inclusive of the shares issued during thethree months ended* June 30, 2026*, as described in the immediately preceding sentence).

During thethree months ended* June 30, 2025*, Genprex issued (i)5 shares of common stock for services provided to the Company valued at $1,265 to the Chairman of its Scientific Advisory Board, (ii)81 shares of common stock upon the vesting of RSUs valued at $20,315 to Company executives, employees, and non-employee service providers, (iii)3,333 shares of common stock sold for aggregate net proceeds of approximately $0.87 million under the Company’s2023 ATM Facility, (iv)1,079 shares of common stock issued to Lincoln Park as commitment shares pursuant to the Company's2025 ELOC Facility, and (v)3,694 shares of common stock sold to Lincoln Park as purchase shares for aggregate net proceeds of approximately $0.87 million under the2025 ELOC Facility.

During thesix months ended* June 30, 2025*, Genprex issued (i)10 shares of common stock for services provided to the Company valued at $6,221 to the Chairman of its Scientific Advisory Board, (ii)99 shares of common stock upon the vesting of RSUs valued at $28,070 to Company executives, employees, and non-employee service providers, (iii)15,428 shares of common stock sold for aggregate net proceeds of approximately $6.90 million under the Company’s2023 ATM Facility, (iv)1,079 shares of common stock issued to Lincoln Park as commitment shares pursuant to the Company's2025 ELOC Facility, and (v)3,694 shares of common stock sold to Lincoln Park as purchase shares for aggregate net proceeds of approximately $0.87 million under the2025 ELOC Facility (inclusive of the shares issued during thethree months ended* June 30, 2025*, as described in the immediately preceding sentence).

Preferred Stock

Genprex is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001 per share, none of which are outstanding as of* June 30, 2026* and* December 31, 2025*.

Common Stock

Genprex is authorized to issue 200,000,000 shares of common stock with a par value of $0.001 per share, all of which are voting common stock. There were 506,218 and 149,811 shares of the Company’s common stock outstanding as of* June 30, 2026* and* December 31, 2025*, respectively.

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Common Stock Purchase Warrants

Common stock purchase warrant activity for thethree andsix months ended* June 30, 2026* and2025, respectively, is as follows:

During thethree months ended* June 30, 2026*, the Company didnot issue or cancel any warrants. During thesix months ended* June 30, 2026*, the Company canceled warrants to purchase up to 1 share of common stock at a weighted average exercise price of $317,680.00. The Company didnot record any share-based compensation related to warrants during thethree orsix months ended* June 30, 2026*. The Company expects to record $300,000 of share-based compensation based on performance-based vesting in the future with respect to its warrants outstanding as of* June 30, 2026*.

The Company didnot issue or cancel any warrants during thethree orsix months ended* June 30, 2025*. The Company didnot record any share-based compensation related to warrants during thethree orsix months ended* June 30, 2025*.

As of* June 30, 2026*, the Company had outstanding warrants to purchase 60,008 shares of common stock at a weighted average exercise price of $554.17 that have been issued to various consultants, investors, and placement agents. The warrants are fully vested, are exercisable for a period of up tofive years from the date of issuance, enable the holders to purchase shares of the Company’s common stock at exercise prices ranging from $192.50 to $232,562.00 per share and have per-share fair values ranging from $53.19 to $153,120.00, based on Black-Scholes-Merton pricing models. No warrants were issued in each of thethree orsix months ended* June 30, 2026*, or* June 30, 2025*.

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2018 Equity Incentive Plan

The Company’s board of directors and stockholders approved and adopted the Genprex2018 Equity Incentive Plan (“2018 Plan”), which initially became effective on the completion of the Company’s IPO on* April 3, 2018.The2018* Plan (subsequent amendments and restatements of which are further described below) 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 95 shares of common stock were initially available under the2018 Plan, plus a number of shares of common stock (not to exceed 59 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 (the “Evergreen Provision”).

On* August 15, 2025at the2025* Annual Meeting of Stockholders, the Company’s stockholders approved an amendment and restatement of the2018 Plan (the*“2025* Amendment”). The principal changes to the2018 Plan implemented by the2025 Amendment included amendments to (i) increase the number of shares of the Company’s common stock authorized for issuance under the2018 Plan by an additional 5,910 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 the2025 Amendment) 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. The2025 Amendment became effective upon its approval by the Company’s stockholders at the2025 Annual Meeting.

On* June 18, 2026at the2026* Annual Meeting of Stockholders, the Company’s stockholders approved the Company’s amended and restated2018 Plan (as so amended, the*“2018* Amended Plan”). The principal changes to the2018 Plan implemented by the2018 Amended Plan included amendments to (i) increase the number of shares of the Company’s common stock authorized for issuance under the2018 Plan by an additional 84,091 shares (subject to adjustment for stock splits, stock dividends and similar events) and (ii) extend the term of the2018 Plan to* April 15, 2036 (the10*-year anniversary of the Board’s adoption of the2018 Amended Plan). The2018 Amended Plan became effective upon its approval by the Company’s stockholders at the2026 Annual Meeting. The Evergreen Provision wasnot amended by and remains unchanged following adoption of the2018 Amended Plan.

On* January 1, 2025and2026,* the number of shares of common stock reserved for issuance under the2018 Plan was increased by an aggregate of 494 and 7,481 shares, respectively. As of* June 30, 2026*, a total of 92,602 shares of common stock remain available for issuance for future awards under the2018 Amended Plan.

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 5 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. The administrator of the ESPP determinednot* to increase the number ofshares reserved for issuance under the ESPP on* January 1, 2026*.

Stock Options

As of* June 30, 2026*, Genprex had outstanding stock options to purchase 205 shares of common stock that have been granted to various executives, employees, non-employee directors, and independent contractors of the Company, including outstanding stock options to purchase 25 shares of common stock issued as inducement grants, which inducement grants were awarded outside of the2018 Amended Plan and the predecessor equity plans preceding such latest amendment and restatement in accordance with Nasdaq rules, 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 $19,800 to $431,200 per share. The per-share fair values of these options range from $13,882 to $348,920.

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The Company didnot issue stock options during thethree orsix months ended* June 30, 2026*. During thethree andsix months ended* June 30, 2026*, the Company cancelled stock options to purchase 95 shares of common stock with a weighted average exercise price of $111,904.51 per share in connection with option expiration dates.

The Company didnot issue or cancel stock options during thethree orsix months ended* June 30, 2025*.

The weighted average remaining contractual term for the outstanding options at* June 30, 2026* and* December 31, 2025* is 4.12 and 4.11 years, respectively.

Stock option activity for each of thethree andsix months ended* June 30, 2026* and2025, respectively, is as follows:

Restricted Stock Units

During thethree months ended* June 30, 2026*, the Company (i) granted 12 RSUs to non-executive employees, and (ii) issued 1,321 shares of common stock associated with the vesting of RSUs issued to board members and a consultant. During thesix months ended* June 30, 2026*, the Company (i) granted 12 RSUs to non-executive employees, (ii) withheld 1,027 shares of common stock to cover taxes associated with the vesting of employee issued RSUs, and (iii) issued 2,856 shares of common stock associated with the vesting of RSUs issued to employees, board members, and a consultant.

During thethree months ended* June 30, 2025*, the Company (i) withheld 14 shares of common stock to cover taxes associated with the vesting of employee issued RSUs, and (ii) issued 81 shares of common stock associated with the vesting of RSUs to employees. During thesix months ended* June 30, 2025*, the Company (i) granted 78 RSUs to non-executive employees, (ii) withheld 15 shares of common stock to cover taxes associated with the vesting of employee issued RSUs, (iii) cancelled 2 RSUs associated with the termination of an employee, and (iv) issued 99 shares of common stock associated with the vesting of RSUs to employees.

A summary of the RSU activity under the2018 Plan during thethree andsix months ended* June 30, 2026* and2025, respectively, is presented below. These amounts include RSUs granted to executives, other employees, and board members.

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Share-Based Compensation

For thethree andsix months ended* June 30, 2026*, the Company’s total share-based compensation was approximately $0.07 million, including approximately $0.02 million of R&D expense and approximately $0.05 million of G&A expense, and approximately $0.19 million, including approximately $0.05 million of R&D expense and approximately $0.13 million of G&A expense, respectively, which represents the expected vesting of options or RSUs issued to executives, other employees, board members, and service providers, as well as the issuance of shares to service providers. As of* June 30, 2026*, the Company’s total compensation cost related to non-vested time-based stock option awards and warrants granted to executives, other employees, board members, and service providers andnot yet recognized was approximately $0.09 million. The Company expects to record this stock-based compensation expense over the nextthree years using a graded vesting method. As of* June 30, 2026*, the weighted average term over which these expenses are expected to be recognized is 1.06 years.

For thethree andsix months ended* June 30, 2025*, the Company’s total share-based compensation was approximately $0.46 million, including approximately $0.04 million of R&D expense, and approximately $0.42 million of G&A expense, and approximately $0.64 million, including approximately $0.08 million of R&D expense and approximately $0.56 million of G&A expense, respectively, which represents the expected vesting of options or RSUs issued to executives, other employees, board members, and service providers, as well as the issuance of shares to service providers. As of* June 30, 2025*, the Company’s total compensation cost related to non-vested time-based stock option awards and warrants granted to executives, other employees, board members, and service providers andnot yet recognized was approximately $0.10 million. The Company expects to record this stock-based compensation expense over the nextthree years using a graded vesting method. As of* June 30, 2025*, the weighted average term over which these expenses are expected to be recognized is 1.64 years.

As of* June 30, 2026*, there areno performance-based stock option awards outstanding andone performance-based warrant outstanding issued to a service provider. The Company’s total compensation cost related to the non-vested performance-based warrantnot yet recognized was approximately $0.30 million. The entirety of this warrant* may*be recognized and recorded upon the achievement of certain clinical milestones.

Note5 -401(k) Savings Plan

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. The Company incurred $41,469 and $68,579 of expense for matching contributions to the401(k) Plan during thethree andsix months ended* June 30, 2026*, respectively. The Company incurred $28,020 and $53,332 of expense for matching contributions to the401(k) Plan during thethree andsix months ended* June 30, 2025*, respectively.

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Note6 - Commitments and Contingencies

Commitments

MD Anderson Cancer Center

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 (the* “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 $2.76 million. The Company incurred $165,701 of expense from this agreement during each of thethree and six months ended* June 30, 2026* and* June 30, 2025*. As of* June 30, 2026*, the Company fully paid this $2.76 million commitment.

In* April 2026,Genprex entered into athree*-year sponsored research agreement with MD Anderson (the* “April 2026SRA”) to sponsor preclinical studies focused on the study of biomarkers that maypredict patient response to REQORSA with a projected total cost of approximately $2.8 million. The Company incurred approximately $234,000 of expense from the April 2026SRA during each of thethree* and six months ended* June 30, 2026*. As of* June 30, 2026*, the Company has paid approximately $234,000 of this 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 (“NIH”).

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) payannual 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 $0 and $60,000 expense attributable to this agreement each of thethree and six months ended* June 30, 2026*, respectively. The Company incurred $0 and $155,000 expense attributable to this agreement each of thethree and six months ended* June 30, 2025*, respectively. As of* June 30, 2026*, the Company has paid approximately $585,000 toward the above-described commitment under this agreement.

National Institutes of Health

Genprex has a royalty obligation to the National Institutes of Health to be paid upon the Company’s receipt of FDA approval using NIH technology. The contingent obligation, which increases by $20,000 on* January 1of each year, is $420,000 and $400,000 as of June 30, 2026* and* December 31, 2025,*respectively, and will be recognized if and when it is probable the Company will obtain 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 $0 and $35,000 expense attributable to this agreement each of thethree and six months ended* June 30, 2026*, respectively. The Company incurred $0 and $5,000 expense attributable to this agreement each of thethree and six months ended* June 30, 2025*, respectively. As of* June 30, 2026*, Genprex has paid approximately $40,000 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 $15,000 expense attributable to this agreement each of thethree and six months ended* June 30, 2026*. The Company incurred$15,000 expense attributable to this agreement each of thethree and six months ended* June 30, 2025*. As of* June 30, 2026*, Genprex has paid approximately $45,000 toward this commitment.

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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. The Company incurred $65,000 expense attributable to this agreement each of thethree and six months ended* June 30, 2026*. The Company incurred $10,000 expense attributable to this agreement each of thethree and six months ended* June 30, 2025*. As of* June 30, 2026*, Genprex has paid approximately $75,000 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 $0 and $15,000 expense attributable to this agreement each of thethree and six months ended* June 30, 2026*, respectively. The Company incurred $0 and $10,000 expense attributable to this agreement each of thethree and six months ended* June 30, 2025*, respectively. As of* June 30, 2026*, Genprex has paid approximately $35,000 toward this commitment.

Contingencies

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

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Note7 - 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 chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company manages its operations as asingle 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 condensed consolidated statements of operations. Further, the following represents information about Segment loss and significant Segment expenses:

(1) Includes $68,354 and $458,918 of stock-based compensation expense for thethree months ended* June 30, 2026* and2025, respectively.

Note8 - Subsequent Events

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

2026 Reverse Stock Split

On* July 16, 2026,Genprex completed the2026* Reverse Split of its issued and outstanding shares of common stock at a ratio of1-for-22. The2026 Reverse Split didnot change the number of authorized shares of common stock or par value. All references in these financial statements to shares, share prices, exercise prices, and other applicable share and per share information in all periods have been adjusted, on a retroactive basis, to reflect the2026 Reverse Split (See “Note4 – Equity –2026 Reverse Stock Split”).No fractional shares were issued in connection with the2026 Reverse Split, but in lieu thereof, stockholders who would otherwise be entitled to a fractional share of common stock were automatically entitled to receive an additional fraction of a share of common stock so as to round up to the next whole share. Except as otherwise stated, the outstanding share numbers and related data as reported in this Quarterly Report on Form10-Q, including in the condensed consolidated financial statements and these Notes thereto, is stated as of* June 30, 2026;subsequent to June 30, 2026,as a result of completion of the above-described adjustments arising from the Company’s rounding up of fractional shares in the2026* Reverse Split, the Company issued an aggregate of 72,263 shares in connection with rounding up of2026 Reverse Split fractional shares. Such issuances arenot included in the outstanding share data reported herein as of* June 30, 2026,but are included in the Company’s outstanding shares as of August 10, 2026as reported on the cover page of this Quarterly Report on Form10*-Q.

Share Issuances

On* July 1,2026, Genprex issued 228 shares of its common stock to the Chairman of its Scientific Advisory Board in consideration for services. On July 17, 2026,Genprex issued an aggregate of 72,263 shares in connection with rounding up of2026* Reverse Split fractional shares associated with beneficial owners of the Company’s common stock.

At-The-Market Offering

From* July 1, 2026through the date of filing of this Quarterly Report on Form10*-Q, Genprex has sold 241,000 shares of its common stock for aggregate net proceeds to the Company totaling approximately $1.53 million under the2023 ATM Facility.

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