Genprex Inc美股招股说明书(2025-11-10版)

This prospectus supplement amends and supplements the information in the prospectus, dated June 9, 2023 (the “BaseProspectus”), filed as part of our registration statement on Form S-3 (File No. 333-271386), as supplemented by our prospectussupplements dated December 20, 2024, November 8, 2024, August 16, 2024, May 20, 2024 and December 13, 2023 (the “PriorProspectuses”). This prospectus supplement should be read in conjunction with the Prior Prospectuses, and is qualified byreference thereto, except to the extent that the information herein amends or supersedes the information contained in the PriorProspectuses. This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, thePrior Prospectuses, and any future amendments or supplements thereto. The information in this prospectus supplement gives effectto the one-for-fifty (1-for-50) reverse stock split of our common stock, par value $0.001 per share, effected at 12:01 am EasternTime on October 21, 2025. We filed the Prior Prospectuses to register the offer and sale of our common stock, par value $0.001 per share (the “commonstock”), from time to time pursuant to the terms of that certain At the Market Offering Agreement, dated December 13, 2023 (the“Sales Agreement”), by and between H.C. Wainwright & Co., LLC, acting as the agent, and us. Through the date hereof, we havesold 492,508shares of common stock under the Sales Agreement pursuant to the Prior Prospectuses. We are filing this prospectus supplement to amend the Prior Prospectuses to update the aggregate market value of ouroutstanding common stock held by non-affiliates, or the public float, and indicate that, since our public float is above $75.0million, we are no longer subject to the sales limitations of General Instruction I.B.6 of Form S-3 with respect to the registrationstatement of which the Prior Prospectuses, as amended by this prospectus supplement, form a part. As of November 7, 2025, ourpublic float was $81.7million, which was calculated based on 1,944,732 shares of our outstanding common stock held by non-affiliates at a price of $42.00 per share, the closing price of our common stock on October 15, 2025. If we become subject to thelimitations of General Instruction I.B.6 in the future, we will file another supplement to the Prior Prospectuses, as amended by thisprospectus supplement. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “GNPX”. On November 10, 2025,the last reported sale price of our common stock on Nasdaq was $4.00 per share. Investing in our securities involves a high degree of risk. See“Risk Factors”beginning on page S-5 of the December13, 2023 Prospectus Supplement, Page 5 of the Base Prospectus, and the risks discussed under similar headings indocuments incorporated by reference into this prospectus supplement and the Prior Prospectuses, as they may be amended,updated or modified periodically in our reports filed with the Securities and Exchange Commission. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. H.C. Wainwright & Co. The date of this prospectus supplement is November 10, 2025.