Note 4 - Equity 

2025 Reverse Stock Split

On October 21, 2025, Genprex completed a 1-for-50 Reverse Split of its issued and outstanding shares of common stock. The 2025 Reverse Split did not 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 per share information in all periods have been adjusted, on a retroactive basis, to reflect the 2025 Reverse Split. 

Registered Direct Offerings

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

On October 29, 2025, Genprex completed a registered direct offering priced at-the-market under Nasdaq rules (the “October 2025 Registered Direct Offering II”), pursuant to which the Company issued an aggregate of 377,780 shares of common stock at a purchase price of $9.00 per share. In a concurrent private placement (the “October 2025 Private Placement II”, and together with the October 2025 Registered Direct Offering II, the “October 2025 Financing II”), the Company issued warrants (the “October 2025 Private Warrants II”) exercisable for up to an aggregate of 755,560 shares of common stock (the “October 2025 Private Warrant Shares II”) at an exercise price of $8.75 per share. The  October 2025 Private Warrants II are exercisable immediately upon issuance and will expire on December 12, 2027. Also, the Company agreed to issue to H.C. Wainwright & Co., LLC (the “Placement Agent”) or its designees warrants to purchase up to an aggregate of 22,667 shares of common stock. The warrants issued to the Placement Agent or its designees have substantially the same terms as the October 2025 Private Warrants II except that the warrants issued to the Placement Agent or its designees have an exercise price of $11.25 per share. In addition, in connection with any future exercise of the October 2025 Private 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 2025 Private Warrants II that have been exercised. The net proceeds of the October 2025 Financing II, after deducting the placement agent’s fees and expenses and other estimated October 2025 Registered Direct Offering II expenses payable by the Company and excluding the net proceeds, if any, from the exercise of the October 2025 Private 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 may offer 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 the 2023 ATM Facility offering, as may be amended or supplemented from time to time. Any Shares offered and sold pursuant to the Sales Agreement will be issued pursuant to the Company’s currently effective shelf Registration Statement on Form S-3 (File No. 333-271386) filed with the SEC on April 21, 2023, which was declared effective on June 9, 2023, as may be amended or supplemented from time to time, or pursuant to any new or successor shelf Registration Statement of the Company. The Company has agreed to pay the Agent a commission equal to three 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 the three months ended  March 31, 2025, the Company sold 265,574 Shares of common stock for aggregate net proceeds of approximately $6.03 million under the 2023 ATM Facility. During the three months ended  March 31, 2026, the Company sold 5,714,798 Shares of common stock for aggregate net proceeds of approximately $13.36 million under the 2023 ATM Facility. 

See “Note 8 – Subsequent Events – 2023 ATM Facility” for a description of the Company’s usage of the 2023 ATM Facility after  March 31, 2026 resulting in net proceeds of approximately $1.90 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 the 24-month term of the Purchase Agreement (the “2025 ELOC Facility”). Sales of shares of common stock to Lincoln Park under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the common stock and the Company’s determination as to the appropriate sources of funding for its operations. Due to certain pricing and settlement provisions, the Purchase Agreement qualifies as a standby purchase equity agreement and includes an embedded put option and an embedded forward contract. Genprex will account for the Purchase Agreement as a derivative measured at fair value, with changes in fair value recognized in the condensed consolidated statement of operations. The put option derivative liability is accounted for on a fair value basis under the provisions of ASC 815, 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 ELOC Purchase Agreement contemplated future purchase decisions based on economic considerations and relevant stock issuance rules and limitations and has been determined using a Monte Carlo simulation. The fair value of the ELOC derivative liability was $22,500 at  March 31, 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 March 31, 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. There were no sales of common stock pursuant to the ELOC during each of the three months ended March 31, 2025 and  March 31, 2026. 

Stock Issuances

During the three months ended  March 31, 2026, the Company issued (i) 5,000 shares of common stock for services provided to the Company valued at $8,950 to the Chairman of its Scientific Advisory Board, (ii) 33,570 shares of common stock upon the vesting of restricted stock units (“RSUs”) valued at $67,015 to Company executives, employees, and non-employee service providers, and (iii) 5,714,798 shares of common stock sold for aggregate net proceeds of approximately $13.36 million under the 2023 ATM Facility.

During the three months ended March 31, 2025, Genprex issued (i) 100 shares of common stock for services provided to the Company valued at $4,505 to the Chairman of its Scientific Advisory Board, (ii) 200 shares of common stock upon the vesting of restricted stock units (“RSUs”) valued at $3,853 to Company executives, employees, and non-employee service providers, and (iii) 265,574 shares of common stock sold for aggregate net proceeds of approximately $6.03 million under the Company’s 2023 ATM Facility. 

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  March 31, 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 9,044,856 and 3,291,488 shares of its common stock outstanding as of  March 31, 2026 and  December 31, 2025, respectively. 

Common Stock Purchase Warrants

Common stock purchase warrant activity for the three months ended March 31, 2026 and 2025, respectively, is as follows:

During the three months ended  March 31, 2026, the Company canceled warrants to purchase up to 13 shares of common stock at a weighted average exercise price of $14,440.00. The Company did not record any share-based compensation related to warrants during the three months ended March 31, 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 March 31, 2026.

The Company did not issue or cancel any warrants during the three months ended  March 31, 2025. The Company did not record any share-based compensation related to warrants during the three months ended March 31, 2025. 

As of March 31, 2026, the Company had outstanding warrants to purchase 1,319,683 shares of common stock at a weighted average exercise price of $24.26 that have been issued to various consultants, investors, and placement agents. The warrants are fully vested, are exercisable for a period of up to five years from the date of issuance, enable the holders to purchase shares of the Company’s common stock at exercise prices ranging from $8.75 to $10,571.00 per share and have per-share fair values ranging from $2.42 to $6,960.00, based on Black-Scholes-Merton pricing models. No warrants were issued in each of the three months ended  March 31, 2026, or  March 31, 2025.  

2018 Equity Incentive Plan

The Company’s board of directors and stockholders have approved and adopted the Genprex 2018 Equity Incentive Plan (“2018 Plan”), which initially became effective on the completion of the Company’s IPO on April 3, 2018. The 2018 Plan provides for the grant of incentive stock options that are intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended (“ISOs”), nonstatutory stock options, stock appreciation rights, restricted stock awards, RSU awards, performance-based stock awards and performance-based cash awards. ISOs may be granted only to employees. All other awards may be granted to employees, including officers, and to the Company’s non-employee directors and consultants.

A total of 2,080 shares of common stock were initially available under the 2018 Plan, plus a number of shares of common stock (not to exceed 1,314 shares) subject to outstanding awards under the Company’s 2009 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 the 2009 Plan. In addition, the number of shares of common stock reserved for issuance under the 2018 Plan automatically increases on January 1 of each year, since  January 1, 2019, by 5% of the total number of shares of the Company’s common stock outstanding on December 31 of 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 the 2018 Plan.

On August 15, 2025 at the 2025 Annual Meeting of Stockholders, the Company’s stockholders approved the Company’s amended and restated 2018 Plan (the “2018 Amended Plan”). The principal changes to the 2018 Plan implemented by the 2018 Amended Plan include amendments to (i) increase the number of shares of the Company’s common stock authorized for issuance under the 2018 Plan by an additional 130,000  shares (subject to adjustment for stock splits, stock dividends and similar events), (ii) extend the term of the 2018 Plan to June 30, 2035 (the 10-year anniversary of the Board’s adoption of the Amended Equity Plan) and (iii) remove provisions of the 2018 Plan that had been included to comply with the exception for the deductibility of “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended, which was repealed by the Tax Cuts and Jobs Act of 2017. The 2018 Amended Plan became effective upon its approval by the Company’s stockholders at the 2025 Annual Meeting.

On  January 1, 2025 and 2026, the number of shares of common stock reserved for issuance under the 2018 Plan was increased by an aggregate of 10,861 and 164,574 shares, respectively. As of March 31, 2026, a total of 187,193 shares of common stock remain available for issuance for future awards under the 2018 Amended Plan. 

2018 Employee Stock Purchase Plan

The Company’s board of directors and stockholders approved and adopted the Genprex 2018 Employee Stock Purchase Plan (“ESPP”), which became effective on April 3, 2018. The ESPP has not yet been utilized as a benefit available to the Company’s employees. The ESPP authorizes the issuance of 105 shares of common stock pursuant to purchase rights that may be granted to eligible employees. The number of shares of common stock reserved for issuance under the ESPP is automatically increased on January 1 of each calendar year, beginning on January 1, 2019, by 2% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the administrator of the ESPP. The administrator of the ESPP determined not to increase the number of shares reserved for issuance under the ESPP on  January 1, 2026.

Stock Options

As of March 31, 2026, Genprex had outstanding stock options to purchase 5,705 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 509 shares of common stock issued as inducement grants, outside of the 2018 Plan, associated with the hiring of new executives in 2021 and 2023. These options vest immediately or over periods ranging from 12 to 48 months, are exercisable for a period of up to ten years, and enable the holders to purchase shares of the Company’s common stock at exercise prices ranging from $900.00 to $19,600.00 per share. The per-share fair values of these options range from $631.00 to $15,860.00.

The Company did not issue or cancel stock options during the three months ended  March 31, 2026. 

The Company did not issue stock options during the three months ended March 31, 2025. During the three months ended March 31, 2025, the Company cancelled stock options to purchase 1 share of common stock with an exercise price of $4,280.00 per share in connection with the termination of an employee. 

The weighted average remaining contractual term for the outstanding options at  March 31, 2026 and  December 31, 2025 is 3.87 and 4.11 years, respectively.  

Stock option activity for each of the three months ended March 31, 2026 and 2025, respectively, is as follows:

Restricted Stock Units

During the three months ended  March 31, 2026, the Company (i) withheld 22,611  shares to cover taxes associated with the vesting of employee issued RSUs, and (ii) issued 33,570 shares of common stock associated with the vesting of RSUs to employees.

During the three months ended  March 31, 2025, the Company (i) granted 1,600 RSUs to non-executive employees, (ii) withheld 31 shares to cover taxes associated with the vesting of employee issued RSUs, (iii) cancelled 6 RSUs associated with the termination of an employee, and (iv) issued 200 shares of common stock associated with the vesting of RSUs to employees.

A summary of the RSU activity under the 2018 Plan during the three months ended  March 31, 2026 and 2025, respectively, is presented below. These amounts include RSUs granted to executives, other employees, and board members. 

Share-Based Compensation

For the three months ended March 31, 2026, the Company’s total share-based compensation was approximately $0.12 million, including $0.03 million of R&D expense and approximately $0.08 million of G&A expense, 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  March 31, 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 and not yet recognized was approximately $0.16 million. The Company expects to record this stock-based compensation expense over the next three years using a graded vesting method. As of March 31, 2026, the weighted average term over which these expenses are expected to be recognized is 0.74 years. 

For the three months ended March 31, 2025, the Company’s total share-based compensation was approximately $0.18 million, including approximately $0.04 million of R&D expense and approximately $0.14 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  March 31, 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 and not yet recognized was approximately $0.2 million. The Company expects to record this stock-based compensation expense over the next three years using a graded vesting method. As of March 31, 2025, the weighted average term over which these expenses are expected to be recognized is 0.26 years. 

As of March 31, 2026, there are no performance-based stock option awards outstanding and one performance-based warrant outstanding issued to a service provider. The Company’s total compensation cost related to the non-vested performance-based warrant not yet recognized was approximately $0.3 million. The entirety of this warrant may be recognized and recorded upon the achievement of certain clinical milestones.