Genprex Inc美股招股说明书(2025-10-24版)

243,622 Shares of Common Stock We are offering 243,622 shares of our common stock, par value $0.001 per share, in this offering. Each share of common stock is being In a concurrent private placement, we are also selling to the purchasers of shares of our common stock in this offering, warrants (the“Private Placement Warrants”) to purchase an aggregate of 487,244 shares of our common stock. Each Private Placement Warrant willhave an exercise price of $11.00 per share and will expire on the date that is the twenty-four (24) months from the effective date of aresale registration statement registering the resale of all of the shares of common stock issued and issuable upon exercise of the PrivatePlacement Warrant. Each purchaser will receive a Private Placement Warrant to purchase two shares of our common stock for eachshare of common stock purchased in this offering. The Private Placement Warrants and shares of common stock issuable upon exerciseof the Private Placement Warrants are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), are notbeing offered pursuant to this prospectus supplement and the accompanying prospectus and are being offered pursuant to the exemptionprovided in Section4(a)(2)under the Securities Act and Rule506(b)promulgated thereunder. We have engaged H.C. Wainwright & Co., LLC (referred to herein as the “placement agent”) as our exclusive placement agent inconnection with this offering. The placement agent has no obligation to buy any of the securities from us or to arrange for the purchaseor sale of any specific number or dollar amount of securities. We have agreed to pay the placement agent the placement agent fees setforth in the table below, which assumes that we sell all of the securities we are offering. See “Plan of Distribution” beginning on pageS-17 of this prospectus supplement for more information regarding these arrangements. Our common stock is listed on The Nasdaq Capital Market under the symbol “GNPX.” On October 22, 2025, the last reported saleprice of our common stock on The Nasdaq Capital Market was $10.96 per share. As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates was$42,122,934 based on 1,004,437 Common Shares outstanding, of which 1,002,927 shares were held by non-affiliates, and a price of$42.00 per share, which was the last reported sale price of our common stock on the Nasdaq Capital Market on October 15, 2025. As ofthe date of this prospectus supplement, we have sold securities with an aggregate market value of $11,307,982 pursuant to GeneralInstruction I.B.6. of FormS-3 during the prior 12 calendar month period that ends on, and includes, the date of this prospectussupplement. We effected a 1-for-50 reverse stock split effective as of 12:01 a.m. Eastern Time on October 21, 2025, pursuant to which everyfifty shares of our issued and outstanding common stock were reclassified as one share of common stock (the“2025 ReverseStock Split”). We effected a 1-for-40 reverse stock split effective as of 12:01 a.m. Eastern Time on February 2, 2024, pursuant towhich every forty shares of our issued and outstanding common stock were reclassified as one share of common stock (the“2024Reverse Stock Split”, and together with the 2025 Reverse Stock Split, the“Reverse Stock Splits”). The Reverse Stock Splits hadno impact on the par value of our common stock or the authorized number of shares of our common stock. Unless otherwiseindicated, all share and per share information in this prospectus is adjusted to reflect the Reverse Stock Splits. However, (i) ourAnnual Report on Form 10-K for the year ended December 31, 2024, filed on April 1, 2025, and all other documentsincorporated by reference into this prospectus that were filed prior to October 21, 2025, do not give effect to the 2025 ReverseStock Split, and (ii) the share and per share information as stated in the base prospectus dated June 9, 2023 which accompaniesthis prospectus supplement, does not give effect to the Reverse Stock Splits. Investing in our securities involves a high degree of risk. See“Risk Factors”beginning on page S-8 of this prospectussupplement for a discussion of information that should be considered in connection with an investment in our securities. 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. (1)In addition, we have agreed to (i) pay the placement agent a management fee of 1.0% of the aggregate gross proceeds raised in thisoffering, (ii) issue the placement agent or its designees warrants to purchase a number of shares of common stock equal to 6.0% ofthe aggregate number of shares of common stock sold in this offering and (iii) reimburse certain expenses of the placement inconnection