gnpx20260630

gnpx20260630_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to ______________

Commission File Number: 001-38244

GENPREX, INC.

(Exact name of registrant as specified in its charter)

Delaware	90-0772347
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

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

(512) 537-7997

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 10, 2026, the registrant had 819,709 shares of common stock, par value $0.001 per share, outstanding.

Table of Contents

GENPREX, INC.

FORM 10-Q TABLE OF CONTENTS

			Page No.

PART I	FINANCIAL INFORMATION		3

ITEM 1.	FINANCIAL STATEMENTS		3
	Condensed Consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025		3
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited)		4
	Condensed Consolidated Statements of Changes in Stockholders' Equity for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited)		5
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (unaudited)		6
	Notes to Unaudited Condensed Consolidated Financial Statements		7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		21
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		29
ITEM 4.	CONTROLS AND PROCEDURES		29

PART II	OTHER INFORMATION		30

ITEM 1.	LEGAL PROCEEDINGS		30
ITEM 1A.	RISK FACTORS		30
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		30
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES		30
ITEM 4.	MINE SAFETY DISCLOSURES		30
ITEM 5.	OTHER INFORMATION		30
ITEM 6.	EXHIBITS		30
SIGNATURES		32

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Genprex, Inc.

Condensed Consolidated Balance Sheets

	*June 30,*			*December 31,*
	*2026*			*2025*
Assets	*(unaudited)*			*(see Note 2)*
Current assets:
Cash and cash equivalents	$	15,154,203		$	7,830,855
Prepaid expenses and other		688,632			525,927
Total current assets		15,842,835			8,356,782
Other non-current assets:
Research and development supplies		1,294,081			1,802,228
Total other assets		1,294,081			1,802,228
Total assets	$	17,136,916		$	10,159,010
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	293,579		$	743,070
Derivative liabilities - short term		22,500			—
Other current liabilities		2,025,785			1,431,564
Total current liabilities		2,341,864			2,174,634
Non-current liabilities:
Derivative liabilities - long term		—			22,500
Total liabilities		2,341,864			2,197,134
Commitments and contingencies (Note 6)
Stockholders’ equity:
Preferred stock $0.001 par value: 10,000,000 shares authorized; no shares issued and outstanding at June 30, 2026 and December 31, 2025		—			—
Common stock $0.001 par value: 200,000,000 shares authorized; 506,218 and 149,811 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively		506			150
Additional paid-in capital		194,732,056			178,990,122
Accumulated deficit		(179,937,510	)		(171,028,396	)
Total stockholders’ equity		14,795,052			7,961,876
Total liabilities and stockholders’ equity	$	17,136,916		$	10,159,010

See accompanying notes to the unaudited condensed consolidated financial statements.

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Genprex, Inc.

Condensed Consolidated Statements of Operations (unaudited)

	*Three Months Ended*						*Six Months Ended*
	*June 30,*						*June 30,*
	*2026*			*2025*			*2026*			*2025*
Operating expenses:
Research and development	$	2,683,471		$	2,499,495		$	5,429,416		$	5,039,489
General and administrative		1,800,513			2,182,289			3,548,752			3,611,586
Total operating expenses		4,483,984			4,681,784			8,978,168			8,651,075
Operating loss		(4,483,984	)		(4,681,784	)		(8,978,168	)		(8,651,075	)
Other income		37,290			6,881			69,038			11,652
Realized and unrealized (loss) gain		(525	)		2			16			(79	)
Net loss	$	(4,447,219	)	$	(4,674,901	)	$	(8,909,114	)	$	(8,639,502	)
Net loss per share applicable to common stockholders — basic and diluted	$	(9.40	)	$	(185.30	)	$	(22.55	)	$	(439.78	)
Weighted average number of common shares — basic and diluted		473,162			25,229			395,122			19,645

See accompanying notes to the unaudited condensed consolidated financial statements.

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Genprex, Inc.

Condensed Consolidated Statements of Changes in Stockholders' Equity (unaudited)

	*Common Stock*				*Additional*			*Accumulated*			*Total*
Three and Six Months Ended June 30, 2026	*Shares*		*Amount*		*Paid-In Capital*			*Deficit*			*Stockholders' Equity*
Balance at December 31, 2025		149,811	$	150	$	178,990,122		$	(171,028,396	)	$	7,961,876
Issuance of common stock net of issuance costs		259,783		260		13,356,600			—			13,356,860
Issuance of common stock for services		228		—		8,949			—			8,949
RSUs conversion to common stock		1,535		1		31			—			32
Share-based compensation		—		—		64,448			—			64,448
Net loss		—		—		—			(4,461,895	)		(4,461,895	)
Balance at March 31, 2026		411,357	$	411	$	192,420,150		$	(175,490,291	)	$	16,930,270
Issuance of common stock net of issuance costs		93,312		93		2,243,551			—			2,243,644
Issuance of common stock for services		228		1		7,902			—			7,903
RSUs conversion to common stock		1,321		1		(1	)		—			—
Share-based compensation		—		—		60,454			—			60,454
Net loss		—		—		—			(4,447,219	)		(4,447,219	)
Balance at June 30, 2026		506,218	$	506	$	194,732,056		$	(179,937,510	)	$	14,795,052

Three and Six Months Ended June 30, 2025
Balance at December 31, 2024		9,980	$	10	$	156,419,588		$	(154,799,443	)	$	1,620,155
Issuance of common stock net of issuance costs		12,095		12		6,028,090			—			6,028,102
Issuance of common stock for services		5		—		4,510			—			4,510
RSUs conversion to common stock		18		—		6			—			6
Share-based compensation		—		—		179,683			—			179,683
Net loss		—		—		—			(3,964,601	)		(3,964,601	)
Balance at March 31, 2025		22,098	$	22	$	162,631,877		$	(158,764,044	)	$	3,867,855
Issuance of common stock net of issuance costs		7,027		6		1,742,739			—			1,742,745
Issuance of common stock for services		1,084		2		366,713			—			366,715
RSUs conversion to common stock		81		—		49			—			49
Share-based compensation		—		—		88,734			—			88,734
Net loss		—		—		—			(4,674,901	)		(4,674,901	)
Balance at June 30, 2025		30,290	$	30	$	164,830,112		$	(163,438,945	)	$	1,391,197

See accompanying notes to the unaudited condensed consolidated financial statements.

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Genprex, Inc.

Condensed Consolidated Statements of Cash Flows (unaudited)

	*Six Months Ended June 30,*
	*2026*			*2025*
Cash flows from operating activities:
Net loss	$	(8,909,114	)	$	(8,639,502	)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation and issuance of stock for services		141,786			639,697
Changes in operating assets and liabilities:
Prepaid expenses and other		(162,705	)		(233,531	)
Research and development supplies		508,146			275,518
Accounts payable		(449,489	)		(143,484	)
Other current liabilities		594,220			75,641
Net cash used in operating activities		(8,277,156	)		(8,025,661	)
Cash flows from financing activities:
Net proceeds from issuances of common stock		15,600,504			7,770,844
Net cash provided by financing activities		15,600,504			7,770,844
Net increase (decrease) in cash and cash equivalents		7,323,348			(254,817	)
Cash and cash equivalents, beginning of period		7,830,855			1,601,660
Cash and cash equivalents, end of period	$	15,154,203		$	1,346,843

Supplemental disclosure of cash flow information
Cash paid for income tax witholding	$	54,034		$	5,099

Supplemental disclosure of non-cash investing and financing activities
Issuance of common stock for ELOC commitment fee	$	—		$	365,553
Issuance of common stock for RSU vesting	$	141,723		$	98,604

See accompanying notes to the unaudited condensed consolidated financial statements.

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GENPREX, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

Note 1 - Description of Business and Basis of Presentation

Unless the context requires otherwise, references to “Genprex,” the “Company,” “we,” “us” or “our” in this Quarterly Report on Form 10-Q refer to Genprex, Inc. Genprex, incorporated in Delaware in April 2008, is a clinical stage gene therapy company pioneering the development of gene-based therapies for large patient populations with unmet medical needs. The Company’s oncology platform utilizes its systemic, non-viral ONCOPREX® Delivery System which uses lipid-based nanoparticles in a lipoplex form to deliver tumor suppressor gene-expressing plasmids to cancer cells. The product is administered intravenously, where it is taken up by tumor cells that then express tumor suppressor proteins that were deficient in the tumor. The Company’s diabetes technology is designed to work in Type 1 diabetes by transforming alpha cells in the pancreas into functional beta-like cells, which can produce insulin but may be distinct enough from beta cells to evade the body’s immune system. In Type 2 diabetes, the Company’s technology is believed to work by replenishing and rejuvenating exhausted beta cells that make insulin.

Oncology Platform

Genprex’s lead oncology drug candidate, REQORSA® Gene Therapy (generic name: quaratusugene ozeplasmid), previously referred to as GPX-001, is initially being developed in combination with prominent, approved cancer drugs to treat Non-Small Cell Lung Cancer (“NSCLC”) and Small Cell Lung Cancer (“SCLC”). REQORSA has multimodal effects on cancer cells. It has a mechanism of action whereby it decreases cancer cell growth by decreasing glucose metabolism, interrupts cell signaling pathways that cause replication and proliferation of cancer cells, re-establishes pathways for apoptosis, or programmed cell death, in cancer cells, and increases the immune response against cancer cells. In preclinical studies, REQORSA has been shown to be complementary with targeted drugs and immunotherapies. The Company’s strategy is to develop REQORSA in combination with currently approved therapies and the Company believes REQORSA’s unique attributes position it to provide treatments that improve on these current therapies for patients with NSCLC, SCLC, and possibly other cancers.

The TUSC2 gene, which is the key component of REQORSA and plays a vital role in cancer suppression and normal cell metabolism, is one of a series of genes on the short arm of Chromosome 3 whose therapeutic use is covered by the Company’s exclusive worldwide licenses from The University of Texas MD Anderson Cancer Center (“MD Anderson”). The Company believes that its ONCOPREX Delivery System allows for the delivery of a number of cancer-fighting tumor suppressor genes, alone or in combination with other cancer therapies, to combat multiple types of cancer and the Company is in early stages of discovery programs to identify other cancer candidates.

Acclaim – 1: The Acclaim-1 study is a Phase 1/2 clinical trial that has three portions - a Phase 1 dose escalation portion, a Phase 2a expansion portion, and a Phase 2b randomized portion. The Company currently is enrolling and treating patients in the Phase 2a expansion portion of its Phase 1/2 Acclaim-1 clinical trial. The Acclaim-1 trial uses a combination of REQORSA and AstraZeneca’s Tagrisso® (osimertinib) in patients with late-stage NSCLC who have activating epidermal growth factor receptor (“EGFR”) mutations and disease progression on treatment with Tagrisso or Tagrisso-containing regimens. Following the May 2023 completion of the Phase 1 dose escalation portion of the study, the Acclaim-1 Safety Review Committee (“Acclaim-1 SRC”) approved advancement from the Phase 1 dose escalation portion to the Phase 2a expansion portion of the study. Based on a review of safety data which showed no dose limiting toxicities (“DLTs”), the Acclaim-1 SRC determined the recommended Phase 2 dose (“RP2D”) of REQORSA to be 0.12 mg/kg administered every 21 days. This was the highest dose level delivered in the Phase 1 portion of the study and is twice the highest dose level delivered in the Company’s prior clinical trial combining REQORSA with Tarceva® (erlotinib) for the treatment of late-stage lung cancer. There were three patients out of the twelve originally enrolled in the Phase 1 dose escalation portion of the study who had prolonged progression-free survival (“PFS”). One patient attained a partial remission after the second course of REQORSA and Tagrisso and maintained this response through 66 courses of treatment but then had disease progression after 47 months. A second patient had stable disease without disease progression through 32 courses of treatment but then had disease progression after 22 months. A third patient had stable disease without disease progression through 14 courses of treatment before disease progression after almost 10 months. The results of the Phase 1 dose escalation portion of the study were published in Clinical Lung Cancer, a peer-reviewed journal covering various aspects of clinical and translational research of lung cancer, in January 2026.

Since not all patients respond to REQORSA, the Company has been collaborating with researchers at MD Anderson to identify biomarkers that might predict a strong positive response or a lack of response to REQORSA in patients with lung cancer. In April 2026, the Company entered into a new sponsored research agreement with MD Anderson to study biomarkers. This preclinical effort has led to the identification of two proteins whose expression appears to predict response to REQORSA. This work, titled “TROP2 and PTEN are biomarkers of primary resistance to TUSC2 gene therapy in non-small cell lung cancer” was accepted for a poster presentation at the meeting of the American Association of Cancer Research in April 2026. These findings suggest that TROP2 and PTEN may serve as biomarkers to predict TUSC2 response and guide therapeutic strategies in NSCLC. TROP2 (trophoblast cell-surface antigen 2) is a transmembrane glycoprotein that functions as a cell surface receptor. TROP2 overexpression in adult tissues is a hallmark of many solid tumors, making it a major target for modern cancer therapies. PTEN (phosphatase and tensin homolog) is a tumor suppressor gene that serves as a multi-functional cancer biomarker in a number of cancers, with potential for risk assessment, diagnosis and treatment planning. Validation in specimens from clinical trials will be needed to determine whether these potential biomarkers predict clinical response.

In May 2026, an abstract was published by the Company’s research collaborators at the 2026 American Society of Clinical Oncology Annual Meeting which detailed positive clinical data from studies of predictive biomarkers in patients receiving REQORSA. These clinical data suggested that patients whose NSCLC cells expressed high TROP-2 protein levels or low PTEN protein levels had longer PFS with REQORSA treatment. The Company believes that this clinical signal, derived from patients in the Company’s Acclaim clinical trials, underscores the critical role these biomarkers may play in predicting treatment efficacy. These data advance the Company’s understanding of this novel gene therapy and may help to guide patient selection for its clinical trials and optimize clinical outcomes. The Company plans to further evaluate high (3+) TROP-2 expression as a potential biomarker for REQORSA, which may predict patient response and enable targeted patient selection. The Company is currently evaluating enrollment criteria based on biomarker identification prior to any potential future interim analysis as the Company continues to enroll and treat patients in the Phase 2a expansion portion of its Acclaim-1 clinical trial.

In August 2026, the Company announced its collaboration with Roche Diagnostics to validate biomarkers for patient selection in clinical trials for NSCLC. The collaboration intends to leverage Roche Diagnostics’ expertise in assay development. Roche Diagnostics received U.S. Food and Drug Administration (“FDA”) Breakthrough Device Designation for the first AI-driven companion diagnostic for NSCLC that uses a TROP2 score to evaluate NSCLC specimens, and Genprex will use the same antibody against TROP2 for its validation studies. Genprex anticipates completing these validation studies by approximately the end of 2026, with subsequent integration into its NSCLC clinical program shortly thereafter, dependent on the results of the validation studies.

The FDA has granted Fast Track Designation for the Acclaim-1 treatment combination of REQORSA and Tagrisso in NSCLC patients who have progressed on Tagrisso treatment.

The Phase 2a expansion portion of the Acclaim-1 study provides the Company the advantage of early insight into drug effectiveness in defined and distinct patient populations at the maximum tolerated dose or RP2D in order to better evaluate efficacy and increase the likelihood of a successful randomized Phase 2 trial which will follow the expansion portion of the study.

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GENPREX, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

Acclaim – 3: The Acclaim-3 study has two portions - a Phase 1 dose escalation portion and a Phase 2 expansion portion. The Company is currently enrolling and treating patients in the Phase 2 expansion portion of its Phase 1/2 Acclaim-3 clinical trial. The Acclaim-3 clinical trial uses a combination of REQORSA and Genentech, Inc.’s Tecentriq® (atezolizumab) as maintenance therapy for patients with extensive stage small cell lung cancer (“ES-SCLC”) who did not develop tumor progression after receiving Tecentriq and chemotherapy as initial standard treatment. Patients are treated with REQORSA and Tecentriq until disease progression or unacceptable toxicity is experienced. In December 2024, the Company announced that it had completed the Phase 1 dose escalation portion of the Acclaim-3 clinical trial. Based on full safety data, which showed no DLTs, the Acclaim-3 Safety Review Committee (“Acclaim-3 SRC”) determined that the RP2D of REQORSA will be 0.12 mg/kg administered every 21 days, which was the highest dose level delivered in the Phase 1 portion of the trial, and approved the opening of the Phase 2 expansion portion of the trial. Although decreases in tumor size are not expected during maintenance therapy with atezolizumab alone, there were two patients out of the six enrolled in the Phase 1 dose escalation portion of the study who had marked decreases in measurable disease. The Company previously reported that the first patient treated in the Phase 1 dose escalation portion of the Acclaim-3 trial had a partial remission, which is defined as at least a thirty percent (30%) decrease in tumor size, from prior to the start of maintenance therapy to the time of the CT scan performed after two cycles of maintenance therapy. A CT scan performed after four cycles of maintenance therapy (three months), confirmed that the patient still had a 30% decrease in tumor size in measurable lesions; however, one lesion not previously measurable had grown in size, thus leading to a conclusion of disease progression at that time. Another patient in the Phase 1 dose escalation portion of the Acclaim-3 trial had a twenty-three percent (23%) decrease in tumor size from prior to the start of maintenance therapy to the time of the CT scan performed after two cycles of maintenance therapy. This patient received seven cycles of study therapy before progressing after 4.2 months. In addition, one patient in the Phase 1 dose escalation portion of the study achieved an unconfirmed partial remission after 24 cycles of therapy and continues to receive study treatment in the trial after more than 19 months. The Company anticipates that the Phase 2 expansion portion will enroll approximately 50 patients at approximately 10 to 15 U.S sites. Patients will be treated with REQORSA and Tecentriq until disease progression or unacceptable toxicity is experienced. The primary endpoint of the Phase 2 portion is to determine the 18-week progression-free survival rate from the start of maintenance therapy with REQORSA and Tecentriq in patients with ES-SCLC. Patients will also be followed for survival. A Phase 2 futility analysis will be performed after the 25th patient enrolled and treated reaches 18 weeks of follow up. The Company expects to complete enrollment of the first 25 patients for interim analysis in the Phase 2 expansion portion of the study by the end of 2026 and expects the interim analysis in the first half of 2027.

The Acclaim-3 clinical trial has received FDA Fast Track Designation for this patient population and Acclaim-3 has also received an FDA Orphan Drug Designation.

Diabetes Gene Therapy

In diabetes, Genprex has exclusively licensed from the University of Pittsburgh of the Commonwealth System of Higher Education (“University of Pittsburgh” or “UP”) multiple technologies relating to the development of a gene therapy product for each of Type 1 and Type 2 diabetes. The same novel approach is used in each of Type 1 and Type 2 diabetes whereby an adeno-associated virus (“AAV”) vector containing the Pdx1 and MafA genes is administered directly into the pancreatic duct. In humans, this can be done with a routine endoscopy procedure. The Company’s diabetes product candidates are currently being evaluated and optimized in preclinical studies at the University of Pittsburgh. GPX-002 is being developed for the treatment of both Type 1 diabetes and Type 2 diabetes. GPX-002 for Type 1 diabetes is designed to work by transforming alpha cells in the pancreas into functional beta-like cells, which can produce insulin but may be distinct enough from beta cells to evade the body’s immune system. In a similar approach, GPX-002 for Type 2 diabetes, where autoimmunity is not at play, is believed to work by replenishing and rejuvenating exhausted beta cells that make insulin. In May 2025, following the completion of the Company’s August 2022 sponsored research agreement with UP, the Company entered into a new sponsored research agreement with UP to study Type 1 diabetes and Type 2 diabetes in animal models. The new sponsored research agreement also includes a revised research plan to encompass the Company’s most recent technologies to which Genprex originally acquired exclusive rights from UP in July 2023 as amended and restated in the comprehensive New UP License Agreement in February 2025 (as defined and described below). These include a MafB promoter to drive expression of the Pdx1 and MafA transcription factors that can potentially be used for both Type 1 and Type 2 diabetes. In June 2025, the Company’s collaboration partners made two presentations at the 2025 American Diabetes Association 85th Scientific Sessions. The Company’s research collaborators from UP were invited to give an oral presentation highlighting their work in non-human primate models of Type 1 diabetes. In addition, the Company’s third-party contract development and manufacturing organization (“CDMO”) collaborators presented a poster on a non-viral lipid nanoparticle delivery system that would allow a patient to receive multiple treatments.

On February 17, 2025, the Company and the University of Pittsburgh entered into an amended and restated Exclusive License Agreement (the “New UP License Agreement”), which updated and consolidated into a single agreement the Company’s prior license agreements with UP. Pursuant to the New UP License Agreement, UP granted to the Company a worldwide, exclusive license for certain patents and related technology, collectively referred to as the “Licensed Technology,” and a worldwide, non-exclusive license to use certain related know-how. The Licensed Technology covered by the New UP License Agreement is based on the same general gene therapy approach as covered under the Company’s prior license agreements with UP (less the previously-licensed macrophage technology), whereby an adeno-associated virus vector containing the Pdx1 and MafA genes is administered directly into the pancreatic duct. More specifically, the Licensed Technology covered by the New UP License Agreement is related to a gene therapy for both Type 1 diabetes and Type 2 diabetes using the genes of the Pdx1 and MafA transcription factors controlled by insulin, glucagon and MafB promoters. See also “Note 6 – Commitments and Contingencies”.

The Company is currently working with the University of Pittsburgh on species analyses for the animal models as well as other regulatory and clinical strategic planning, including the initiation of research in Type 2 diabetes animal models. As previously disclosed, in December 2025 the Company submitted a request to meet with the FDA to discuss the necessary Investigational New Drug (“IND”)-enabling preclinical studies for its Type 1 diabetes gene therapy program, an important step before potentially initiating clinical trials in humans. On February 19, 2026, the Company met with the FDA and received feedback which the Company believes aligned with its expectations and plans. Following the FDA meeting and receipt of the official meeting minutes, Genprex is continuing with preclinical animal studies, as expected, which will allow the Company to finalize the design and initiate future toxicology studies. Subsequent data from toxicology studies are expected to enable IND filing. Toxicology studies are a required step of drug development, ensuring that new treatments are evaluated in animal models before human use in order to identify potential risks, determine safe dosages and monitor for side effects. Additionally, the Company plans to begin clinical scale production in a current Good Manufacturing Practices (“cGMP”) compliant facility, allowing the Company to accelerate its manufacturing processes necessary for IND-enabling preclinical studies and clinical trials. Genprex is also continuing work with CDMOs and research partners to optimize constructs and evaluate alternative second-generation approaches including different AAV and non-viral constructs.

Formation of Wholly Owned Subsidiary

On February 18, 2025, Genprex announced the formation of a wholly-owned subsidiary, Convergen Biotech, Inc. (“Convergen”) in connection with a potential separation of the diabetes clinical development program. If, and when, a potential separation is completed, the Company would plan to transfer the diabetes program into Convergen in an effort to focus development and commercialization efforts separately from the Company’s oncology program and other oncology pipeline assets.

Capital Requirements, Liquidity and Going Concern Considerations

The Company’s unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has sustained substantial losses from operations since inception and has no current source of revenue. In addition, the Company has used, rather than provided, cash in its operations. Genprex expects to continue to incur significant expenditures to further clinical trials for the commercial development of its patents.

The Company recognizes that it must obtain additional capital resources to successfully commercialize its product candidates. To date, Genprex has received funding from the sale and issuance of capital stock and securities exercisable for capital stock, and the Company plans to seek additional funding in the future. However, no assurances can be given that it will be successful in raising additional capital. If the Company is not able to timely and successfully raise additional capital, the timing of its clinical trials, financial condition and results of operations may be materially and adversely affected. These unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities.

Genprex believes that its current cash and cash equivalents will be sufficient to fund expenditure requirements for its necessary operations and expected clinical trial activities into the second half of 2027. Genprex has based these estimates, however, on assumptions that may prove to be wrong, and could spend available financial resources much faster than it currently expects. The Company will need to raise additional funds to continue funding its development activities and operations. The Company plans to secure such additional funding and is evaluating various strategies to obtain additional financing, although the Company can give no assurance that its plans or strategies will be effectively implemented in such a way that they will sufficiently alleviate or mitigate the conditions and events noted above.

As a result of its recurring losses from operations and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if Genprex is unable to continue as a going concern.

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GENPREX, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

Note 2 - Summary of Significant Accounting Policies

Genprex’s unaudited condensed consolidated financial statements have been prepared in accordance with US GAAP and the requirements of the United States Securities and Exchange Commission (the “SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that is normally required by US GAAP can be condensed or omitted. Accordingly, they do not include all of the information and footnotes normally included in financial statements prepared in conformity with US GAAP. The December 31, 2025 balance sheet was derived from the December 31, 2025 audited financial statements. Genprex’s unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s 2025 Annual Report on Form 10-K, filed with the SEC on March 30, 2026 (the “Form 10-K”).

The accompanying condensed consolidated financial statements are unaudited and include all adjustments (consisting of normal recurring adjustments) that management considers necessary for a fair presentation of Genprex’s condensed consolidated financial position and results of operations for the interim periods presented. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year.

A summary of Genprex’s significant accounting policies consistently applied in the preparation of the accompanying unaudited condensed consolidated financial statements follows.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements, which include the accounts of the Company and its wholly-owned subsidiary, Convergen Biotech, Inc., have been prepared in accordance with US GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. All significant intercompany balances and transactions are eliminated in consolidation. As of June 30, 2026, Convergen Biotech, Inc. has yet to initiate operating activity.

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 of the common stock. All references in these unaudited condensed consolidated financial statements to shares, share prices, exercise prices, and other applicable share and per share information in all periods have been adjusted, on a retroactive basis, to reflect the 2025 Reverse Split (see “Note 4 – Equity – 2025 Reverse Stock Split”).

On July 16, 2026, Genprex completed a 1-for-22 reverse stock split (“2026 Reverse Split”) of its issued and outstanding shares of common stock. The 2026 Reverse Split did not change the number of authorized shares of common stock or par value of the common stock. All references in these unaudited condensed consolidated financial statements to shares, share prices, exercise prices, and other applicable share and per share information in all periods have been adjusted, on a retroactive basis, to reflect the 2026 Reverse Split (see “Note 4 – Equity – 2026 Reverse Stock Split”).

Use of Estimates

The preparation of Genprex’s unaudited condensed consolidated financial statements in conformity with US GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in Genprex’s unaudited condensed consolidated financial statements include the fair value of stock options and warrants and the fair value of derivative liabilities. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Due to the uncertainty of factors surrounding the estimates or judgments used in the preparation of the consolidated financial statements, actual results may materially vary from these estimates.

Cash and Cash Equivalents

Genprex considers all highly liquid short-term investments with an initial maturity of three months or less to be cash equivalents. Any amounts of cash in financial institutions which exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits expose the Company to cash concentration risk. The Company has cash in a money market account and had $14,904,167 and $7,580,820 in excess of FDIC insured limits of $250,000 at June 30, 2026 and December 31, 2025, respectively. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Net Loss Per Share

Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive shares of common stock, which includes common stock equivalents consisting of (i) 60,213 unexercised options granted by the Company’s board of directors and unexercised warrants to purchase shares of common stock, and (ii) 2,564 unvested restricted stock units granted by the Company’s board of directors representing the right upon vesting to receive shares of common stock, in each case as of June 30, 2026.

Segments

Operating segments are defined as components of an entity for which separate discrete financial information is made available and that is regularly evaluated by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company’s CODM is its Chief Executive Officer and the Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company is focused on pioneering the discovery and development of gene therapies for use in patient populations with unmet medical needs. See “Note 7 – Segment Reporting” for additional disclosures related to segment reporting.

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GENPREX, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

Fair Value of Financial Instruments

The carrying amounts reported in the condensed consolidated balance sheets for cash, money market savings account, and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments.

Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, defines fair value, provides a consistent framework for measuring fair value under US GAAP and expands fair value financial statement disclosure requirements. ASC 820’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect the Company’s market assumptions. ASC 820 classifies these inputs into the following hierarchy:

Level 1: Quoted prices for identical instruments in active markets.

Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3: Instruments with primarily unobservable value drivers.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to five years. Routine maintenance and repairs are charged to expense as incurred and major renovations or improvements are capitalized. Property and equipment is fully depreciated as of June 30, 2026.

Research and Development Costs

Research and development expenditures consist of costs incurred to conduct research, develop engineering materials for further study, and develop clinical strategies for current and future programs associated with the Company’s preclinical and Phase 1/2 clinical trials. These expenditures are expensed in the period incurred and include payments to collaborative research partners, manufacturing partners and consultants, and clinical strategy partners, and expenses attributable to wages and associated employee benefits, facilities, and overhead costs.

Materials acquired to be used in clinical research, that have an alternative future use, are capitalized when the materials are acquired, and included in research and development supplies. These supplies are recognized as expense as they are consumed through use for testing or clinical activities, or have spoiled. The costs of materials that were acquired for a particular research and development activity and have no alternative future use are expensed in the period acquired.

Research and development supplies purchased, valued at cost, and capitalized for future use were $1,294,081 and $1,802,228 at June 30, 2026 and December 31, 2025, respectively.

Intellectual Property

Intellectual property consists of legal and related costs associated with patents, trademarks, and other proprietary technology and rights developed, acquired, or licensed by Genprex. Costs related to filing and pursuing patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These patent-related legal costs are reported as a component of general and administrative expenses.

Accounting for Stock-Based Compensation

Genprex uses the fair value-based method of accounting for stock-based compensation for options granted to employees, independent consultants and contractors. The Company measures options granted at fair value determined as of the grant date and recognizes the expense over the periods in which the options vest or are expected to vest and related services are rendered based on the terms and conditions of the award. Generally, where the award only has a service condition, the requisite service period is the same as the vesting period.

Long-Lived Assets

Genprex reviews long-lived assets and certain identifiable intangibles held and used for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In evaluating the fair value and future benefits of its intangible assets, the Company performs an analysis of the anticipated undiscounted future net cash flow of the individual assets over the remaining amortization period. The Company recognizes an impairment loss if the carrying value of the asset exceeds the undiscounted expected future cash flows. During the six months ended June 30, 2026, there were no deemed impairments of the Company’s long-lived assets.

Derivative Liability

The Company evaluates all features contained in financing agreements to determine if there are any embedded derivatives that require separate accounting from the underlying agreement under ASC 815, Derivatives and Hedging. An embedded derivative that requires separation is accounted for as a separate asset or liability from the host agreement. The derivative asset or liability is accounted for at fair value, with changes in fair value recognized in the condensed consolidated statements of operations within the other financing costs line item. The Company determined that certain features under the Equity Line of Credit (see “Note 4 – Equity – Equity Line of Credit”) qualified as an embedded derivative. The derivative liability is accounted for separately from the Equity Line of Credit Purchase Agreement and is accounted for at fair value. $22,500 has been recorded on the accompanying condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025, related to this derivative liability.

Foreign Currency

The reporting currency of Genprex is the U.S. dollar. The Company is exposed to foreign currency adjustments to the extent that it enters into transactions denominated in currencies other than its functional currency. The Company records realized foreign currency transaction gains and losses upon settlement of the transactions. Foreign currency transaction gains and losses resulting from the conversion of the transaction currency to functional currency are included in the condensed consolidated statements of operations.

Recent Accounting Developments

The Company is currently evaluating the impact of accounting pronouncements issued but not effective until after June 30, 2026, but they are not expected to have a significant effect on the Company’s consolidated financial condition, results of operations, or cash flows.

Recent Adopted Accounting Standards

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which modifies the rules on income tax disclosures to require disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted the standard effective January 1, 2025 and there was no material impact to the Company’s consolidated financial statements.

Accounting Standards Issued But Not Yet Adopted

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which is intended to clarify the applicability of interim reporting guidance, the types of interim reporting and the form and content of interim US GAAP financial statements. ASU 2025-11 will be effective for the Company’s fiscal year beginning on January 1, 2028 and the Company is currently evaluating the impact it may have on its interim condensed consolidated financial statements.

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GENPREX, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

Note 3 - Intellectual Property

As of June 30, 2026, Genprex owned or had exclusive license agreements on 19 granted patents and 23 pending patent applications worldwide for technologies developed in-house or by researchers at the National Cancer Institute, New York University, The University of Texas MD Anderson Cancer Center, the University of Texas Southwestern Medical Center, the University of Texas Health Sciences Center at Houston, the University of Michigan, and the University of Pittsburgh. These patents comprise various therapeutic, diagnostic, technical and processing claims and costs are expensed as incurred. Amortization of these license rights on a straight-line basis over the estimated period of useful lives of the underlying patents or the license agreements will begin at commercialization.

University of Pittsburgh

On February 17, 2025, Genprex and the University of Pittsburgh entered into the New UP License Agreement to update and consolidate, into a single agreement, certain prior license agreements and associated technologies licensed thereunder to the Company from the University of Pittsburgh related to a gene therapy for both Type 1 diabetes and Type 2 diabetes using the genes of the Pdx1 and MafA transcription factors controlled by insulin, glucagon and MafB promoters. As of February 17, 2025, the New UP License Agreement effectuated the termination of, and amended, restated, replaced and superseded in their entirety, the prior license agreements between Genprex and the University of Pittsburgh which had been effective as of February 10, 2020 (as amended August 17, 2022 and November 3, 2022), December 29, 2022 and July 14, 2023. Genprex also terminated, effective February 17, 2025, a prior agreement with UP related to a license for macrophage technology dated November 22, 2022.

The University of Texas MD Anderson Cancer Center

On May 4, 2020, Genprex entered into an exclusive worldwide license agreement with The Board of Regents of the University of Texas System on behalf of MD Anderson relating to a portfolio of patent applications and related technology for the treatment of cancer using the Company’s lead drug candidate and immunotherapies. See “Note 6 - Commitments and Contingencies - Commitments - MD Anderson Cancer Center” for information on additional agreements involving MD Anderson licensed rights and technologies.

University of Michigan

On November 11, 2024, Genprex and the Regents of the University of Michigan (“UM” or the “University of Michigan”) entered into a Patent License Agreement (“UM License Agreement”), which granted Genprex a worldwide, exclusive license to the University of Michigan’s patent rights in a co-owned patent application relating to the use of REQORSA in combination with ALK-inhibitors for the treatment of ALK-EML4 positive translocated lung cancer.

New York University

On April 25, 2025, the Company and New York University (“NYU”) entered into a License Agreement (the “NYU License Agreement”), which granted Genprex exclusive patent and commercial rights worldwide relating to Genprex’s lead drug candidate REQORSA for the potential treatment of mesothelioma.

University of Texas Health Sciences Center at Houston

On May 2, 2025, the Company and the Board of Regents of The University of Texas System on behalf of The University of Texas Health Sciences Center at Houston (“UTHealth Houston” or “UTH”) entered into a Patent and Technology License Agreement (the “UTH License Agreement”), which granted Genprex exclusive patent and commercial rights worldwide relating to Genprex’s lead drug candidate REQORSA for the potential treatment of glioblastoma.

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GENPREX, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

Note 4 - Equity

2025 Reverse Stock Split

On October 21, 2025, Genprex implemented the 2025 Reverse Split of its issued and outstanding shares of common stock at a ratio of 1-for-50. The 2025 Reverse Split did not change the number of authorized shares of common stock or the par value. All references in these unaudited condensed consolidated financial statements to shares, share prices, exercise prices, and other applicable share and per share information in all periods have been adjusted, on a retroactive basis, to reflect the 2025 Reverse Split.

2026 Reverse Stock Split

On July 16, 2026, Genprex implemented the 2026 Reverse Split of its issued and outstanding shares of common stock at a ratio of 1-for-22. The 2026 Reverse Split did not change the number of authorized shares of common stock or the par value. All references in these unaudited condensed consolidated financial statements to shares, share prices, exercise prices, and other applicable share and per share information in all periods have been adjusted, on a retroactive basis, to reflect the 2026 Reverse Split. See “Note 8 - Subsequent Events - 2026 Reverse Stock Split”.

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 11,074 shares of common stock at a purchase price of $246.62 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 22,151 shares of common stock (the “October 2025 Private Warrant Shares I”) at an exercise price of $242.00 per share. The October 2025 Private Warrants I are exercisable immediately upon issuance and will expire on December 12, 2027. 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 665 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 $308.28 per share. 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 net proceeds of approximately $5.3 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 17,172 shares of common stock at a purchase price of $198.00 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 34,345 shares of common stock (the “October 2025 Private Warrant Shares II”) at an exercise price of $192.50 per share. The October 2025 Private Warrants II are exercisable immediately upon issuance and will expire on December 12, 2027. 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 1,031 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 $247.50 per share. 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 December 13, 2023, Genprex entered into an At The Market (“ATM”) Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC, serving as agent (the “Agent”) with respect to an at-the-market offering program (the “2023 ATM Facility”) under which the Company may offer and sell through the Agent, from time to time at its sole discretion, up to such number or dollar amount of shares of its common stock (the “Shares”) as registered on the prospectus supplement covering the 2023 ATM Facility offering, as may be amended or supplemented from time to time. As of the filing date of this Quarterly Report on Form 10-Q, Shares offered and sold pursuant to the Sales Agreement are issued pursuant to the Company’s shelf Registration Statement on Form S-3 (File No. 333-271386) filed with the SEC on April 21, 2023 and declared effective on June 9, 2023, which is subject to the grace period under Securities Act Rule 415(a)(5)(ii) allowing the continuation of the ATM offering under such Registration Statement, pending effectiveness of the Company’s new shelf Registration Statement on Form S-3 (File No. 333-296563) filed with the SEC on June 5, 2026. The Company has agreed to pay the Agent a commission equal to three percent (3%) of the gross sales proceeds of any Shares sold through the Agent under the Sales Agreement, and also has provided the Agent with customary indemnification and contribution rights. During the three and six months ended June 30, 2025, the Company sold 3,333 and 15,428 shares of common stock for aggregate net proceeds of approximately $0.87 and $6.90 million, respectively, under the 2023 ATM Facility. During the three and six months ended June 30, 2026, the Company sold 93,312 and 353,095 shares of common stock for aggregate net proceeds of approximately $2.24 and $15.6 million, respectively, under the 2023 ATM Facility.

See “Note 8 – Subsequent Events – 2023 ATM Facility” for a description of the Company’s usage of the 2023 ATM Facility after June 30, 2026 resulting in net proceeds of approximately $1.53 million.

Equity Line of Credit

On June 11, 2025, Genprex entered into an equity line of credit (“ELOC”) purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which Lincoln Park committed to purchase up to $12.5 million in shares of the Company’s common stock (subject to certain conditions and limitations contained in the Purchase Agreement) from time to time at the Company’s sole discretion over the 24-month term of the Purchase Agreement (the “2025 ELOC Facility”). Sales of shares of common stock to Lincoln Park under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the common stock and the Company’s determination as to the appropriate sources of funding for its operations. Due to certain pricing and settlement provisions, the Purchase Agreement qualifies as a standby purchase equity agreement and includes an embedded put option and an embedded forward contract. Genprex will account for the Purchase Agreement as a derivative measured at fair value, with changes in fair value recognized in the condensed consolidated statement of operations. The put option derivative liability is accounted for on a fair value basis under the provisions of ASC 815, Derivatives and Hedging. The derivative associated with the Purchase Agreement was deemed de minimus at inception until the Company obtained stockholder approval to issue shares of common stock to Lincoln Park under the Purchase Agreement in excess of the Exchange Cap (as defined in the Purchase Agreement). The fair value of the Purchase Agreement contemplated future purchase decisions based on economic considerations and relevant stock issuance rules and limitations and has been determined using a Monte Carlo simulation. The fair value of the ELOC derivative liability was $22,500 at each of June 30, 2026 and December 31, 2025.

The following table provides the carrying value and fair value of the ELOC derivative liability of the Company measured at fair value on a recurring basis as of June 30, 2026:

Fair Value Measurement at June 30, 2026

Carrying Value