Genprex Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

false 0001595248 0001595248 2025-08-15 2025-08-15

Washington, D.C. 20549 

   

 

 

    

 

 

 

Date of report (Date of earliest event reported)

 

 

Registrant’s telephone number, including area code: (512) 537-7997

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

 

On August 15, 2025 at the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of Genprex, Inc. (the “Company”), the Company’s stockholders approved the Company’s amended and restated 2018 Equity Incentive Plan (the “2018 Plan”, and as so amended and restated, the “Amended Equity Plan”).  The principal changes to the 2018 Plan implemented by the Amended Equity Plan include amendments to (i) increase the number of shares of the Company’s common stock authorized for issuance under the 2018 Plan by an additional 6,500,000 shares (subject to adjustment for stock splits, stock dividends and similar events), (ii) extend the term of the 2018 Plan to June 30, 2035 (the 10-year anniversary of the Board’s adoption of the Amended Equity Plan) and (iii) remove provisions of the 2018 Plan that had been included to comply with the exception for the deductibility of “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended, which was repealed by the Tax Cuts and Jobs Act of 2017. A description of the principal features of the Amended Equity Plan, including the terms and conditions thereof and the awards that may be granted thereunder, is included in the Proxy Statement under “Proposal 4 – Approval of the Company’s Amended and Restated 2018 Equity Incentive Plan,” beginning on page 36 of the Proxy Statement.  The Amended Equity Plan became effective upon its approval by the Company’s stockholders at the 2025 Annual Meeting.

 

The description of the Amended Equity Plan in the Proxy Statement and the foregoing description of the Amended Equity Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended Equity Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On August 15, 2025, Genprex held its 2025 Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the 2025 Annual Meeting, as set forth in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on July 16, 2025 (the “Proxy Statement”), were as follows:

 

 

The Class II director nominee, William R. Wilson, Jr., was elected to serve until the 2028 annual meeting of stockholders and until his respective successor has been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the vote to elect the Class II director was as follows:

 

 

 

 

The proposal to ratify the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025 was approved by the stockholders based upon the following votes: 

 

 

 

 

The votes were cast as follows with respect to the proposal to vote, on an advisory basis, on the compensation of the Company’s NEOs as described in the Company’s Proxy Statement: 

 

 

 

 

The proposal to approve the Amended Equity Plan was approved by the stockholders based upon the following votes: 

 

 

 

 

The proposal, for the purposes of complying with Nasdaq Listing Rule 5635(d), to allow for the issuance of more than 20% of the Company’s issued and outstanding common stock pursuant to the Company’s purchase agreement with Lincoln Park Capital Fund, LLC was approved by the stockholders based upon the following votes: 

 

 

 

 

The amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s issued shares of common stock, at a specific ratio, ranging from one-for-ten (1:10) to one-for-fifty (1:50), at any time prior to December 31, 2026, subject to the Company’s Board of Directors’ determination, in its sole discretion, whether or not to implement the reverse stock split and, if so, at what specific ratio within the foregoing range, without further approval or authorization of the Company’s stockholders was approved by the stockholders upon the following votes: 

 

 

In connection with the 2025 Annual Meeting, the Company also solicited proxies with respect to the adjournment of the 2025 Annual Meeting, if necessary, for the purpose of soliciting additional proxies if there were insufficient votes at the 2025 Annual Meeting to approve any of the foregoing proposals (the “Adjournment Proposal”).  As there were sufficient votes at the time of the 2025 Annual Meeting to approve each of the proposals, the Adjournment Proposal was unnecessary and such proposal was not submitted to the stockholders for approval at the 2025 Annual Meeting.

 

No other business properly came before the 2025 Annual Meeting.

 

 

(d) Exhibits.

 

                                 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.