Genprex Inc美股招股说明书(2025-12-12版)

GENPREX, INC. 1,280,088 Shares of Common Stock This prospectus relates to the sale or other disposition by the selling stockholders identified herein or their transferees (the“Selling Stockholders”) of up to 1,280,088 shares of common stock, par value $0.001 per share, of Genprex, Inc., consisting of: (i)487,244shares of our common stock issuable upon the exercise of warrants issued in a private placement (the “FirstPrivate Placement”) that closed on October 24, 2025 (the “First Private Warrants”);(ii)755,560 shares of our common stock issuable upon the exercise of warrants issued in a private placement (the “SecondPrivate Placement”and together with the First Private Placement, the “Offerings”) that closed on October 29, 2025 (the“Second Private Warrants”and together with the First Private Warrants, the “Private Warrants”);(iii)14,617 shares of our common stock issuable upon the exercise of warrants (the “First Placement Agent Warrants”)issued in connection with the First Private Placement and concurrent registered direct financing transaction to H.C.Wainwright & Co., LLC (or its designees), our placement agent in connection with the Private Placements; and(iv)22,667shares of our common stock issuable upon the exercise of warrants(the“Second Placement AgentWarrants”and together with the First Placement Agent Warrants, the “Placement Agent Warrants”, and the PlacementAgent Warrants, together with the Private Warrants, the “Warrants”) issued in connection with the Second PrivatePlacement and concurrent registered direct financing transaction to H.C. Wainwright & Co., LLC (or its designees), ourplacement agent in connection with the Private Placements. The Selling Stockholders may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of commonstock or interests in their shares of common stock on any stock exchange, market or trading facility on which the shares ofcommon stock are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at thetime of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.See “Plan of Distribution” in this prospectus for more information. We will not receive any proceeds from the resale or otherdisposition of the shares of common stock by the Selling Stockholders. However, we will receive the proceeds of any cash exerciseof the Warrants. We have borne and will continue to bear the costs relating to the registration of these shares. See “Use ofProceeds” beginning on page 13 and “Plan of Distribution” beginning on page 17 of this prospectus for more information. Table of Contents Our common stock is listed on the Nasdaq Capital Market LLC (“Nasdaq”) under the symbol “GNPX”. The last reportedsale price of our common stock on Nasdaq on December 12, 2025 was $2.84 per share. You should read this prospectus and any supplement, together with additional information described under the headings“Additional Information” and “Incorporation of Certain Information by Reference” carefully before you invest. Investing in our common stock involves a high degree of risk. Before making an investment decision, you shouldreview the information contained under the heading“Risk Factors”in our most recent Annual Report on Form 10-K assuch risk factors may be updated in our subsequent reports filed with the Securities and Exchange Commission, which areincorporated by reference herein, and as may be amended, supplemented or superseded from time to time by other reportswe file 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 is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is December 12, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS2PROSPECTUS SUMMARY3THE OFFERING8RISK FACTORS9CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS10SHARES OFFERED HEREBY12USE OF PROCEEDS13SELLING STOCKHOLDERS14PLAN OF DISTRIBUTION17DESCRIPTION OF SECURITIES19LEGAL MATTERS23EXPERTS23ADDITIONAL INFORMATION24INCORPORATION OF CERTAIN INFORMATION BY REFERENCE25 ABOUT THIS PROSPECTUS Neither we nor the Selling Stockholders have authorized anyone to provide you with any information or to make anyrepresentations other than those contained in this prospectus or any applicable prospectus supplement or any free writingprospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Stockholders takeresponsibility for and can provide no assurance as to the reliability of, any other information that others may give you. Neither wenor the Selling Stockholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. For investors outside the United States: neithe