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Note 9 - Subsequent Events | 9 Months Ended
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Sep. 30, 2025
Notes to Financial Statements |
Subsequent Events [Text Block] | Note 9 - Subsequent Events The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that there have been no recognized subsequent events that have occurred that would require adjustments to the Company's disclosures in the condensed consolidated financial statements. The following are nonrecognized subsequent events through the filing of this Quarterly Report on Form 10-Q. 2025 Reverse Stock Split On October 21, 2025, Genprex completed a 1-for-50 reverse stock split (“2025 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 par value. All references in these 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 (See Note 4 – Equity – Reverse Stock Split). Share Issuances On October 1, 2025, Genprex issued 100 shares of its common stock to the Chairman of its Scientific Advisory Board in consideration for services. From October 1, 2025 through the date of filing of this Quarterly Report on Form 10-Q, the Company has sold 326,750 shares of its common stock to Lincoln Park as purchase shares for aggregate net proceeds to the Company totaling $1,434,139 under the 2025 ELOC Facility. October 2025 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 24 months from the effective date of a resale registration statement registering the resale of all of the October 2025 Private Warrant Shares I. 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 and a termination date that will be the earlier of (i) 24 months from the effective date of the resale registration statement covering the resale of the shares of common stock underlying the October 2025 Private Warrant Shares I and (ii) October 23, 2030. 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 24 months from the effective date of a resale registration statement registering the resale of all of the October 2025 Private Warrant Shares II. 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 and a termination date that will be the earlier of (i) 24 months from the effective date of the resale registration statement covering the resale of the shares of common stock underlying the October 2025 Private Warrant Shares II and (ii) October 28, 2030. 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 November 10, 2025, Genprex filed a prospectus supplement for up to $11.495 million of common stock with respect to the 2023 ATM Facility, which amended the previously filed prospectus supplements to update the aggregate market value of the Company’s outstanding common stock held by non-affiliates (“public float”) and indicate that, since the Company’s public float is above $75.0 million, the Company is no longer subject to the sales limitations of General Instruction I.B.6 of Form S-3 with respect to its currently effective shelf Registration Statement on Form S-3 (File No. 333-271386) pursuant to which 2023 ATM Facility sales are effectuated. From October 1, 2025 through the date of filing of this Quarterly Report on Form 10-Q, the Company sold 242,537 shares of common stock for aggregate net proceeds of $1,006,740 under the 2023 ATM Facility.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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