UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

~~May~~June 2610, 2026

Date of report (Date of earliest event reported)

GENPREX, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38244	90-0772347
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

3300 Bee Cave Road, #650-227, Austin, TX		78746
(Address of principal executive offices)		(Zip Code)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		GNPX		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in ~~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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 10, 2026, Genprex, Inc. (“Genprex” or the “Company”) received a letter (the “Letter”) from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, because the Company’s common stock closed at less than $1.00 per share over the previous 30 consecutive business days and as a result is not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the “Bid Price Requirement”), and because the Staff determined that the Company is not eligible for any compliance period, the Staff had accordingly determined to delist the Company’s securities from Nasdaq unless the Company timely requests a hearing before a Nasdaq Hearings Panel (the “Panel”). The Bid Price Requirement of the Nasdaq Listing Rules requires listed securities to maintain a minimum bid price of $1.00 per share. In accordance with Listing Rule 5810(c)(3)(A)(iv), a company is not eligible for any compliance period specified in Rule 5810(c)(3)(A) in certain circumstances including if the company has effected a reverse stock split over the prior one-year period. Genprex effected a reverse stock split on October 21, 2025, and accordingly, the Staff determined that the Company is not eligible for a 180-day compliance period under Rule 5810(c)(3)(A) to demonstrate compliance with the Bid Price Requirement.

Accordingly, Genprex fully intends to timely request a hearing before the Panel. The Company’s request for a hearing will automatically stay any suspension or delisting action by the Staff pending the hearing and the expiration of any additional extension period that may be granted by the Panel following the hearing. The Company intends to continue to take definitive steps in an effort to evidence compliance with the Bid Price Requirement, including by effecting a reverse stock split, if necessary. However, there can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to evidence compliance with the Bid Price Requirement within any extension period that may be granted by the Panel or maintain compliance with the other Nasdaq listing requirements.

Item 8.01 Other Events.

OnRisk May 26, 2026, Genprex, Inc. (“Genprex” or the “Company”) issued a press release announcing that its research collaborators’ abstract was recently published at the 2026 American Society of Clinical Oncology (“ASCO”) Annual Meeting. The abstract details positive clinical data from studies of predictive biomarkers in patients receiving its lead drug candidate, Reqorsa® Gene Therapy (quaratusugene ozeplasmid), for the treatment of lung cancer. The press release noted that this clinical validation, derived from patients in the Company’s Acclaim clinical trials, substantiates earlier preclinical evidence revealing that Non-Small Cell Lung Cancer (“NSCLC”) patients receiving REQORSA who exhibit high Trop-2 levels and low PTEN levels experience prolonged Progression Free Survival (“PFS”), underscoring the critical role these biomarkers play in predicting treatment efficacy and advancing the Company’s understanding of this novel gene therapy.Factors

The ~~featured~~Company ~~Genprex-supported~~is ~~abstract~~including at the ~~2026~~below ~~ASCO~~update ~~Annual~~to ~~Meeting~~its ~~was~~risk ~~titled “Predictive~~factors, ~~biomarkers~~ for ~~PFS~~the inpurpose ~~patients~~of ~~receiving~~supplementing ~~quaratusugene~~and ~~ozeplasmid”. Quaratusugene~~updating ~~ozeplasmid~~the isdisclosure acontained ~~gene~~in ~~therapy~~its ~~that~~Annual ~~delivers~~Report aon ~~plasmid~~Form ~~coding~~10-K for the ~~TUSC2~~fiscal ~~tumor~~year ~~suppressor~~ended ~~gene~~December to31, ~~lung cancer cells~~2025, asfiled ~~greater than 80% of lung cancers have been shown to have decreased or absent TUSC2 protein. The press release explained that TUSC2 protein levels have not correlated~~ with ~~PFS, presumably because of~~ the ~~complexities~~Securities ~~of TUSC2 protein regulation. Preclinical studies have identified higher levels of Trop-2 protein in organoids~~ and ~~lower~~Exchange ~~levels~~Commission ofon ~~PTEN~~March ~~protein~~30, ~~in lung cancer cell lines as correlating with response (AACR~~ 2026)., ~~Tumor tissue from patients in clinical trials with quaratusugene ozeplasmid were evaluated for Trop-2~~ and ~~PTEN~~its ~~protein~~Quarterly ~~expression.~~Report ~~Monoclonal~~on ~~antibodies~~Form ~~against Trop~~10-2Q ~~(BSB148 from BioSB) and PTEN (138G6 from Cell Signaling Technology) were used~~ for ~~immunohistochemistry~~the infiscal ~~paraffin~~quarter ~~sections~~ended ~~from~~March ~~archival~~31, ~~tumor~~2026, ~~samples~~filed ~~in patients enrolled in three clinical trials~~ with ~~quaratusugene~~the ~~ozeplasmid~~Securities and ~~results~~Exchange ~~expressed~~Commission ason ~~H-scores.~~May ~~H-scores~~13, ~~were calculated by evaluating diaminobenzidine staining intensity using the formula [1 × (% cells 1+) + 2 × (% cells 2+) + 3 × (% cells 3+)]~~2026.

~~The~~Our ~~abstract~~common ~~noted~~stock ~~that~~is ~~data~~currently onlisted ~~Trop-2 and PTEN protein expression and data~~ on ~~PFS~~The ~~were~~Nasdaq ~~available~~Capital ~~from 18 patients enrolled in clinical trials with quaratusugene ozeplasmid~~Market. ~~The~~ ~~abstract~~If ~~detailed~~we ~~that:~~fail ~~(i)~~to ~~six~~regain ~~patients~~compliance with ~~NSCLC were enrolled in~~ the ~~Acclaim-1~~continued ~~trial~~listing inrequirements ~~combination~~of with osimertinib; (ii) one patient was enrolled in the Acclaim-2 trial in combination with pembrolizumab; (iii) eleven patients with small cell lung cancer (“SCLC”) were enrolled in the Acclaim-3 trial in combination with atezolizumab; (iv) in patients with NSCLCNasdaq, ~~Trop-2~~our ~~H-scores~~common ~~above~~stock ~~100~~may ~~correlated~~be ~~with~~delisted ~~prolonged PFS (p=0.05),~~ and ~~PTEN~~the ~~H-scores~~price ~~below~~of ~~100~~our ~~correlated~~common ~~with~~stock ~~prolonged PFS (p=0.03);~~ and ~~(v)~~our inability ~~patients~~to ~~with~~access SCLC, Trop-2 H-scores were universally low, and thus non-evaluable. PTEN H-scores in patients with SCLC did not correlate with prolonged PFS (p=0.53). Following up on preclinical cell line and organoid models indicating that Trop-2 and PTEN protein expression correlated with response, levels of Trop-2 and PTEN protein were evaluated in patients treated with quaratusugene ozeplasmid. In conclusion, the ~~data~~capital ~~indicated~~markets ~~both~~could ~~Trop-2~~be ~~H-scores~~negatively ~~above 100 and PTEN H-scores below 100 correlated with longer PFS in patients with NSCLC, but not in patients with SCLC~~impacted.

~~Following~~Our ~~the~~common ~~clinical~~stock ~~studies~~is ~~outlined~~currently ~~above,~~listed ~~Genprex~~for ~~completed~~trading ~~additional~~on ~~analysis~~Nasdaq. toOn ~~evaluate~~June ~~the~~10, ~~relationship~~2026, ~~between~~we ~~NSCLCs~~received ~~with~~a ~~high~~letter ~~intensity~~from ~~staining~~Nasdaq ~~(3+)~~indicating ~~and~~that, ~~PFS.~~based ~~NSCLCs~~upon our lack of compliance with 3+the ~~Trop-2~~with ~~staining~~the ~~had~~requirement under Nasdaq Listing Rule 5550(a)(2) ~~strong~~to ~~relationship~~maintain ~~with~~a ~~PFS~~minimum ~~that~~bid ~~was~~price ~~just~~of ~~outside~~$1.00 ~~the~~per ~~bounds~~share for ~~significance~~continued listing on Nasdaq (~~p=0.053~~the “Bid Price Requirement”) and ~~those~~our ~~with~~ineligibility 3+for ~~PTEN~~a ~~staining~~180 ~~exhibited~~calendar aday ~~trend~~compliance ~~for~~period, athe ~~negative~~Listing ~~relationship~~Qualifications ~~with~~Staff ~~PFS~~of ~~that~~Nasdaq ~~was~~had ~~not~~determined ~~statistically~~to ~~significant~~delist our securities from Nasdaq unless we timely request a hearing before a Nasdaq Hearings Panel (~~p=0.309~~the “Panel”). ~~These~~Accordingly, ~~results~~we ~~are~~intend ~~consistent~~to ~~with~~timely request a hearing before the ~~H-score~~Panel. Our ~~analysis~~request ~~regarding~~for a ~~strong~~hearing ~~positive~~will ~~relationship~~automatically ~~between~~stay any ~~Trop-2~~suspension ~~expression~~or delisting action by the Staff pending the hearing and ~~PFS~~the expiration of any additional extension period that may be granted by the Panel following the hearing. ~~High~~We ~~(3+)~~intend ~~Trop-2~~to ~~expression~~continue ~~will~~to take definitive steps in an effort to evidence compliance with the Bid Price Requirement; however, there can be ~~investigated~~no ~~further~~assurance asthat athe ~~potential~~Panel ~~biomarker~~will ~~for~~grant ~~REQORSA. The~~our ~~press~~request ~~release~~for ~~summarized~~continued listing or that we will be able to evidence compliance with the ~~identified~~ ~~biomarkers~~Bid Price Requirement within any extension period that may ~~predict~~be ~~patient~~granted ~~response~~by the Panel, ~~enable~~or ~~targeted~~that ~~patient~~we ~~selection~~will ~~and~~be ~~allow~~able ~~for~~to ~~precision~~maintain ~~medicine~~compliance with the Bid Price Requirement or the other Nasdaq continued listing requirements.

We will continue to monitor the closing bid price of our common stock and may, if appropriate, consider available options, including implementation of a reverse stock split of our common stock, to regain compliance with the Bid Price Requirement. To regain compliance with the Bid Price Requirement, the closing bid price of our common stock must be at least $1.00 for a minimum of 10 consecutive business days, subject to the Panel’s discretion to extend such 10-day period. To the extent we implement a reverse stock split to facilitate compliance with the Bid Price Requirement and maintenance of our Nasdaq listing, the announcement and implementation of the reverse stock split could negatively affect the price of our common stock. We cannot assure you that the prices for shares of the common stock after a reverse stock split would increase proportionately to prices for shares of our common stock immediately before a reverse stock split. Furthermore, even if the market price of our common stock did rise following a reverse stock split, we cannot assure you that the market price of our common stock immediately after a reverse stock split would be maintained for any period of time. There is also the possibility that liquidity may be adversely affected by the reduced number of shares which would be issued and outstanding when a reverse stock split is effected, particularly if the price per share of our common stock were to begin a declining trend after the reverse stock split is effected. Accordingly, our total market capitalization after a reverse stock split may be lower than the market capitalization before such reverse stock split.

We must regain compliance with Nasdaq’s Bid Price Requirement of $1.00 per share (and must continue to maintain compliance with Nasdaq’s other continued listing requirements), or risk delisting, which could have a material adverse effect on our business. If our common stock is delisted from Nasdaq, it could result in a corresponding material reduction in the price of our common stock as a result of the loss of market efficiencies associated with Nasdaq and the loss of federal preemption of state securities laws. In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, suppliers, contractual counterparties and employees and fewer business development opportunities. If our common stock were delisted, it could be more difficult to buy or sell our common stock or to obtain accurate quotations, and the price of our common stock could suffer a material decline. Delisting could also impair our ability to raise capital on acceptable terms, if at all.

Cautionary Language Concerning Forward-Looking Statements

~~Statements~~This ~~contained in this~~ Current Report on Form 8-K ~~regarding~~contains ~~matters~~certain ~~that are not historical facts are “~~forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act, as amended, including those relating to the Company’s ability to regain and maintain compliance with the Bid Price Requirement, and maintain compliance with the other continued listing requirements of ~~1995.~~Nasdaq ~~These~~and ~~forward-looking~~maintain ~~statements~~the ~~are~~listing ~~made~~of onthe Company’s common stock; statements about the ~~basis~~future listing of the ~~current~~Company’s ~~beliefs,~~common ~~expectations~~stock; statements about the Company’s intentions and ~~assumptions~~plans offor ~~management~~addressing the Nasdaq Minimum Bid Price listing deficiency and the related Nasdaq delisting determination and anticipated Panel hearings process, ~~are~~including ~~not~~statements ~~guarantees~~about ofplans ~~performance~~for regaining compliance and ~~are~~intended ~~subject~~actions tofollowing ~~significant~~the ~~risks~~Nasdaq Panel hearing and ~~uncertainty.~~Panel ~~These~~decision; ~~forward-looking~~and statements ~~should,~~about ~~therefore,~~the beCompany’s ~~considered~~intentions and plans including anticipated actions and requests in ~~light~~connection with the Nasdaq process, requests for a Panel hearing; statements about requested relief from Nasdaq or the hearing Panel or the type of ~~various~~relief ~~important~~that ~~factors~~may be available, including ~~those~~the ~~set~~Panel ~~forth~~hearing inprocess ~~Genprex~~staying any suspension or delisting action and the possibility of whether the Company’s ~~reports~~common stock is able to maintain its listing or is ultimately delisted; statements regarding plans that itthe ~~files~~Company ~~from~~may ~~time~~implement toor ~~time~~actions ~~with~~that the ~~Securities~~Company may take in furtherance of regaining compliance, including possible implementation of a reverse stock split and ~~Exchange~~the ~~Commission~~potential benefits and ~~which~~risks ~~you~~thereof; ~~should~~statements ~~review~~about the Company’s ability to advance the clinical development, ~~including~~manufacturing ~~those~~and ~~statements~~commercialization ~~under~~of ~~“Item~~its 1Aproduct –candidates ~~Risk~~in ~~Factors”~~accordance with projected timelines; and other statements that are predictive in ~~Genprex’s~~nature. ~~Annual~~These ~~Report~~forward-looking statements are based on ~~Form~~current ~~10-K~~expectations, ~~for~~estimates, forecasts and projections about the ~~year~~industry ~~ended~~and ~~December~~markets ~~31,~~in ~~2025~~which the Company operates and management’s current beliefs and assumptions.

~~Because~~These ~~forward-looking~~ statements ~~are subject to risks and uncertainties, actual results~~ may ~~differ~~be ~~materially~~identified ~~from~~by ~~those~~the ~~expressed~~use orof ~~implied by such~~ forward-looking ~~statements.~~expressions, ~~Such statements include~~including, but ~~are~~ not limited to, ~~statements~~“expect,” ~~regarding:~~“anticipate,” ~~Genprex’s~~“intend,” ~~ability~~“plan,” to“believe,” ~~advance~~“estimate,” ~~the~~“potential, ~~clinical~~“predict,” ~~development~~“project,” ~~manufacturing~~“should,” “would” and ~~commercialization~~similar ofexpressions ~~its~~and ~~product candidates in accordance with projected timelines;~~ the ~~timing~~negatives ~~and success~~ of ~~Genprex’s~~those ~~clinical~~terms. ~~trials~~These ~~and~~statements ~~regulatory~~relate ~~approvals;~~to ~~the~~future ~~effect~~events ofor ~~Genprex~~the Company’s ~~product~~financial ~~candidates,~~performance ~~alone~~ and ininvolve ~~combination~~known ~~with~~and ~~other~~unknown ~~therapies~~risks, ~~on cancer and diabetes~~uncertainties, ~~including the further investigation of high Trop-2 expression as a potential biomarker for REQORSA~~ and ~~that the identified~~other ~~biomarkers~~factors which may ~~predict~~cause ~~patient~~actual ~~response~~results, ~~enable~~performance ~~targeted~~or ~~patient~~achievements ~~selection~~to ~~and~~be ~~allow~~materially ~~for~~different ~~precision~~from ~~medicine; the effects of~~ any ~~strategic~~future ~~research~~results, ~~and~~performance ~~development~~or ~~prioritization~~achievements ~~initiatives,~~expressed ~~and~~or ~~any~~implied ~~other~~by ~~strategic~~the ~~alternatives~~forward-looking orstatements. ~~other~~Such ~~efforts~~factors ~~that~~include ~~Genprex~~those ~~takes~~set orforth ~~may~~in ~~take~~“Risk Factors” in the ~~future~~Company’s ~~that~~most ~~are~~recent ~~aimed~~Annual atReport ~~optimizing~~on ~~and~~Form re10-~~focusing~~K ~~Genprex’s~~for ~~diabetes,~~the ~~oncology~~fiscal ~~and/or~~year ~~other~~ended ~~clinical~~December ~~development~~31, ~~programs including prioritization of resources~~2025, ~~and~~ the ~~extent~~Company’s toQuarterly ~~which~~Reports ~~Genprex~~on isForm ~~able~~10-Q tofiled ~~implement~~since such ~~efforts~~Annual ~~and~~Report ~~initiatives~~on ~~successfully~~Form to10-K, ~~achieve~~and the ~~desired and intended results thereof; Genprex~~Company’s ~~future~~other ~~growth~~filings ~~and~~from ~~financial~~time ~~status, including Genprex’s ability~~ to ~~maintain~~time ~~compliance~~ with the ~~continued~~Securities ~~listing requirements of The Nasdaq Capital Market~~ and ~~to continue~~Exchange asCommission. aProspective ~~going~~investors ~~concern~~are ~~and~~cautioned tonot ~~obtain capital~~ to ~~meet~~place ~~its~~undue ~~long-term~~reliance ~~liquidity needs~~ on ~~acceptable~~such ~~terms~~forward-looking statements, orwhich atspeak ~~all;~~only ~~Genprex’s~~as ~~commercial~~of ~~and~~the ~~strategic~~date ~~partnerships,~~of ~~including~~this ~~those~~Current ~~with~~Report ~~its~~on ~~third~~Form ~~party~~8-K. ~~vendors,~~The ~~suppliers~~Company ~~and~~undertakes ~~manufacturers~~no ~~and~~obligation ~~their~~to ~~ability~~publicly toupdate ~~successfully~~any ~~perform~~forward-looking ~~and~~statement, ~~scale~~whether upas ~~the~~a ~~manufacture~~result of ~~its~~new ~~product~~information, ~~candidates;~~future ~~and~~events ~~Genprex’s~~or ~~intellectual~~otherwise, ~~property~~except ~~and~~as ~~licenses~~required by law.

These forward-looking statements should not be relied upon as predictions of future events and Genprex cannot assure you that the events or circumstances discussed or reflected in these statements will be achieved or will occur. If such forward-looking statements prove to be inaccurate, the inaccuracy may be material. You should not regard these statements as a representation or warranty by Genprex or any other person that Genprex will achieve its objectives and plans in any specified timeframe, or at all. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this filing. Genprex disclaims any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this filing or to reflect the occurrence of unanticipated events, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

	GENPREX, INC.
Date: May 26, 2026	By:	/s/ Ryan Confer
Date: June 12, 2026	By:	/s/ Ryan M. Confer
		Ryan Confer
		Ryan M. Confer
		Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)
		President, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

Filing Compare · Genprex, Inc.