Genprex Inc美股招股说明书(2025-09-16版)

This prospectus relates to the resale, from time to time, of up to 25,000,000 shares of our common stock, par value $0.001 pershare, by Lincoln Park Capital Fund, LLC, which we refer to in this prospectus as “Lincoln Park” or the “selling stockholder.” The shares of common stock to which this prospectus relates are shares that have been or may be issued by us to Lincoln Parkpursuant to the purchase agreement dated as of June 11, 2025, that we entered into with Lincoln Park (the “Purchase Agreement”).See “The Lincoln Park Transaction” for a description of that agreement and “Selling Stockholder” for additional informationregarding Lincoln Park. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares by theselling stockholder. However, we may receive up to $10,039,864 (in addition to the $2,460,136 previously received from salesmade pursuant to the Purchase Agreement prior to the date of this prospectus) in aggregate gross proceeds under the PurchaseAgreement from any sales of common stock we make to Lincoln Park pursuant to the Purchase Agreement, from time to time inour discretion after the date of the registration statement of which this prospectus is a part is declared effective and the otherconditions in the Purchase Agreement have been satisfied. The selling stockholder may sell or otherwise dispose of the shares of common stock described in this prospectus in a number ofdifferent ways and at varying prices. See “Plan of Distribution” beginning on page 25of this prospectus for more informationabout how the selling stockholder may sell or otherwise dispose of the shares of our common stock being offered through thisprospectus. The selling stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, asamended (the “Securities Act”). The selling stockholder will pay all brokerage fees and commissions and similar expenses in connection with any resale or otherdisposition of the common stock described in this prospectus by the selling stockholder. We will pay the expenses incurred inregistering under the Securities Act the offer and resale of such shares of common stock by the selling stockholder, including legaland accounting fees. See “Plan of Distribution”. Our common stock is listed on the Nasdaq Capital Market LLC (“Nasdaq”) under the symbol “GNPX”. The last reported sale priceof our common stock on Nasdaq on September 16, 2025 was $0.2718 per share. Investing in our common stock is highly speculative and involves a significant degree of risk. Please consider carefully thespecific factors set forth under“Risk Factors”beginning on page 10of this prospectus and in our filings with the Securitiesand Exchange Commission. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is September 16, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2THE OFFERING9RISK FACTORS10CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS14THE LINCOLN PARK TRANSACTION16USE OF PROCEEDS22DILUTION23SELLING STOCKHOLDER24PLAN OF DISTRIBUTION25DESCRIPTION OF SECURITIES TO BE REGISTERED27LEGAL MATTERS30EXPERTS30WHERE YOU CAN FIND MORE INFORMATION30INCORPORATION OF DOCUMENTS BY REFERENCE30 ABOUT THIS PROSPECTUS The registration statement we filed with the Securities and Exchange Commission (the “SEC”) includes exhibits that provide moredetail of the matters discussed in this prospectus. You should read this prospectus, the related exhibits filed with the SEC, and thedocuments incorporated by reference herein before making your investment decision. You should rely only on the informationprovided in this prospectus or any amendment thereto. In addition, this prospectus contains summaries of certain provisionscontained in some of the documents described herein, but reference is made to the actual documents for complete information. Allof the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein havebeen filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is apart, and you may obtain copies of those documents as described below under the heading “Where You Can Find MoreInformation.” The selling stockholder named in this prospectus may sell up to 25,000,000shares of our common stock previously issued andissuable pursuant to the Purchase Agreement from time to time. This prospectus also covers any shares of common stock that maybecome issuable as a result of share splits, share dividends, or similar transactions. We have agreed to pay the expenses incurred inregistering these shares, including legal and accounting fees. We have not, and the selling stockh