GNPX Genprex Inc

SEC FILE NUMBER

001-38244

CUSIP NUMBER

372446104

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):

☐ Form 10-K          ☐ Form 20-F           ☐ Form 11-K           ☒ Form 10-Q        ☐ Form 10-D
☐ Form N-CEN      ☐ Form N-CSR

For Period Ended: June 30, 2023

☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
 
For the Transition Period Ended: ____________________

Genprex, Inc.

Full Name of Registrant

N/A

Former Name if Applicable

3300 Bee Cave Road, #650-227

Address of Principal Executive Office (Street and Number)

Austin, Texas 78746

City, State and Zip Code

  (a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

  (b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

  (c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

(1)

Name and telephone number of person to contact in regard to this notification

Ryan Confer

(512)

537-7997

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

Yes  ☒     NO  ☐

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

Yes  ☒     NO  ☐

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company continues to experience overall growth with concomitant increases in operating expenses. Overall, the Company believes operating expenses for the quarter ended June 30, 2023 grew approximately 38% over the prior corresponding period for the last fiscal year primarily due to: (i) advancements and expansions in the Company’s manufacturing programs, including the manufacturing of clinical materials and testing with contract development and manufacturing organizations; (ii) increased usage of its contract research organizations for the Company’s Acclaim-1 and Acclaim-2 clinical trials as well as startup costs associated with the Company’s planned Acclaim-3 clinical trial; (iii) increased usage of sponsored research to support the Company’s preclinical programs; (iv) increased use of professional services; and (v) increased Company employee headcount and related compensation, including share-based compensation, a non-cash expense, of approximately $1.5 million, or 19% of the operating expenses for the fiscal quarter, nearly all of which represents the expected vesting of stock options and restricted stock units issued to employees, executives and members of the Company’s board of directors. The amounts reported above are still under review by the Company’s independent registered public accounting firm and accounting staff and may differ once reported in the Form 10-Q to be filed by the Company.

Forward-Looking Statements

Certain statements made herein are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words and phrases such as “will”, “may”, “should”, “future”, “promptly”, “expect”, “estimate”, “believes”, “anticipate”, “intends”, “plans”, “subject to”, and “change” and other similar expressions that predict or indicate future events or trends or that are not statements of historical fact. Such statements may include, but are not limited to, statements regarding the Company’s anticipated results of operations for the quarterly period ended June 30, 2023. These statements are based on current expectations on the date hereof and involve a number of risks and uncertainties that may cause actual results to differ significantly including, but not limited to, the general business, financial and accounting risks and the other important factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023 and the Company’s other filings with the SEC from time to time. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, including without limitation the completion of the Company’s quarterly review procedures, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise.

Date:  

August 15, 2023

By:

/s/ Ryan Confer

Name:

Ryan Confer

Title:

Chief Financial Officer