8-K: Genprex Believes It Regained Nasdaq Compliance

Genprex, Inc. announced it believes it has regained compliance with Nasdaq's minimum stockholders' equity requirement following recent capital raises, though Nasdaq's Panel has not yet made a final determination.

Summary

• Genprex, Inc. previously received a letter on August 19, 2025, from Nasdaq indicating non-compliance with the minimum stockholders' equity requirement (Listing Rule 5550(b)(1)).
• The Nasdaq Hearings Panel granted an exception until December 31, 2025, for the company to demonstrate long-term compliance, as notified on November 25, 2025.
• As of December 23, 2025, the company believes it has stockholders' equity in excess of the requirement.
• This belief is based on proceeds from registered direct offerings that closed on October 24, 2025, and October 29, 2025, usage of its at-the-market offering with H.C. Wainwright & Co., and its equity line of credit with Lincoln Park Capital, LLC.
• The Nasdaq Hearings Panel has not yet determined whether the company has officially regained compliance.
• There is no assurance that the common stock will remain listed on the Nasdaq Capital Market until the Panel makes its determination.

Sentiment

Score: 7

Explanation: The company has taken decisive action to address a critical Nasdaq listing deficiency and believes it has achieved compliance. While the final determination from Nasdaq is pending, the proactive steps taken and the company's stated belief are positive indicators, mitigating immediate delisting risk.

Positives

• The company believes it has achieved stockholders' equity in excess of the Nasdaq requirement.
• Successful completion of registered direct offerings, at-the-market offering, and utilization of an equity line of credit provided necessary capital.

Negatives

• The Nasdaq Hearings Panel has not yet officially determined that the company has regained compliance.
• There is no assurance that the common stock will remain listed on the Nasdaq Capital Market until a final determination is made.

Risks

• The company's common stock may be delisted from the Nasdaq Capital Market if the Panel determines it has not regained or cannot maintain compliance.
• Future financial performance and ability to advance clinical development, manufacturing, and commercialization of product candidates could be impacted by listing status.
• Reliance on capital raises to meet listing requirements may dilute existing shareholder value.

Future Outlook

The company's future outlook is focused on the Nasdaq Hearings Panel's determination regarding its compliance with listing standards. Management intends to continue efforts to maintain the listing of its common stock and advance the clinical development, manufacturing, and commercialization of its product candidates.

Management Comments

• Management believes the company has stockholders' equity in excess of the Nasdaq Stockholders Equity Requirement as of the date of this report, following recent capital raises.

Industry Context

Biotechnology and pharmaceutical companies, particularly those in clinical development stages like Genprex, often rely heavily on capital raises to fund operations and research. Maintaining a Nasdaq listing is crucial for access to capital markets and investor visibility, making compliance with listing standards a critical operational and strategic objective. Non-compliance, even if temporary, can signal financial instability and impact investor confidence.

Comparison to Industry Standards

• NA

Stakeholder Impact

• Shareholders face continued uncertainty regarding the company's Nasdaq listing status until the Panel makes a final determination.
• Successful compliance would likely stabilize investor confidence and maintain access to public capital markets.
• Failure to regain compliance could lead to delisting, potentially impacting liquidity and share price.

Next Steps

• The Nasdaq Hearings Panel will determine whether the company has regained compliance with the Stockholders Equity Requirement and all other applicable listing standards.

Key Dates

Recommendation

The company has taken proactive steps, including significant capital raises, to address its Nasdaq listing deficiency related to stockholders' equity. While management believes compliance has been regained, the final determination by the Nasdaq Hearings Panel is pending, introducing a material level of uncertainty. Investors should hold pending Nasdaq's official decision and further clarity on the company's long-term financial stability and operational progress.

Keywords

Genprex, GNPX, Nasdaq, Listing Compliance, Stockholders Equity, Capital Raise, Equity Line, Registered Direct Offering, H.C. Wainwright & Co., Lincoln Park Capital, LLC