AsTable ~~filed~~of ~~with the Securities and Exchange Commission on September 12, 2025.~~ Contents

~~Registration~~As ~~Statement~~filed ~~No.~~with ~~333-~~ the Securities and Exchange Commission on November 21, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GENPREX, INC.

(Exact name of registrant as specified in its charter)

Delaware

2834

90-0772347

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

3300 Bee Cave Road #650-227

Austin, TX 78746

(877) 774-4679

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Ryan M. Confer

President, Chief Executive Officer and Chief Financial Officer

Genprex, Inc.

3300 Bee Cave Road #650-227

Austin, TX 78746

(877) 774-4679

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Kate Basmagian, Esq.

Lloyd Jeglikowski, Esq.

Lowenstein Sandler LLP

1251 Avenue of the Americas

New York, New York 10020

(212) 262-6700

Approximate date of commencement of proposed sale to the public:

From time to time after this registration statement becomes effective, as determined by the selling ~~stockholder~~stockholders.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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 to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.-2-

~~PRELIMINARY~~Table ~~PROSPECTUS~~of ~~SUBJECT TO COMPLETION, DATED SEPTEMBER 12, 2025~~Contents

The information in this preliminary prospectus is not complete and may be changed. The selling stockholders may not sell these securities pursuant to this prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated November 21, 2025

PRELIMINARY PROSPECTUS

GENPREX, INC.

251,~~000~~280,~~000~~088 Shares of Common Stock

This prospectus relates to the ~~resale,~~sale ~~from~~or ~~time~~other todisposition ~~time,~~by the selling stockholders identified herein or their transferees (the “Selling Stockholders”) of up to 251,~~000~~280,~~000~~088 shares of ~~our~~ common stock, par value $0.001 per share, byof ~~Lincoln Park Capital Fund~~Genprex, ~~LLC~~Inc., ~~which~~consisting ~~we refer to in this prospectus as “Lincoln Park” or the “selling stockholder.”~~of:

~~The~~(i) 487,244 shares of our common stock toissuable ~~which~~upon ~~this prospectus relates are shares that have been or may be issued by us to Lincoln Park pursuant to~~ the ~~purchase~~exercise ~~agreement dated as~~ of ~~June~~warrants ~~11,~~issued ~~2025,~~in ~~that~~a weprivate ~~entered~~placement ~~into with Lincoln Park~~ (the “~~Purchase~~First ~~Agreement~~Private Placement”). ~~See~~that ~~“The~~closed ~~Lincoln~~on ~~Park~~October ~~Transaction”~~24, ~~for~~2025 a(the ~~description of that agreement and~~ “~~Selling~~First ~~Stockholder”~~Private ~~for additional information regarding Lincoln Park.~~Warrants”);

We(ii) ~~are~~755,560 ~~not~~shares ~~selling~~of ~~any~~our ~~securities~~common ~~under~~stock ~~this~~issuable ~~prospectus~~upon ~~and will not receive any of~~ the ~~proceeds~~exercise ~~from the sale~~ of ~~shares~~warrants byissued ~~the~~in ~~selling~~a ~~stockholder.~~private ~~However,~~placement ~~we may receive up to $10,039,864~~ (~~in addition to~~ the ~~$2,460,136~~“Second ~~previously~~Private ~~received~~Placement” ~~from~~and ~~sales~~together ~~made~~with ~~pursuant to~~ the ~~Purchase~~First ~~Agreement~~Private ~~prior~~Placement, to the ~~date of this prospectus~~“Offerings”) inthat ~~aggregate~~closed ~~gross~~on ~~proceeds~~October ~~under the Purchase Agreement from any sales of common stock we make to Lincoln Park pursuant to the Purchase Agreement~~29, ~~from~~2025 ~~time to time in our discretion after~~ (the ~~date~~“Second ofPrivate ~~the~~Warrants” ~~registration~~and ~~statement~~together ofwith ~~which this prospectus is a part is declared effective and~~ the ~~other~~First ~~conditions~~Private inWarrants, the ~~Purchase~~“Private ~~Agreement have been satisfied.~~Warrants”);

~~The~~(iii) ~~selling~~14,617 ~~stockholder may sell or otherwise dispose of the~~ shares of our common stock ~~described~~issuable inupon ~~this~~the ~~prospectus~~exercise ~~in a number~~ of ~~different~~warrants ~~ways~~(the ~~and at varying prices. See~~ “~~Plan~~First ofPlacement ~~Distribution~~Agent Warrants”) ~~beginning~~issued onin ~~page~~connection ~~25 of~~with ~~this prospectus for more information about how~~ the ~~selling~~First ~~stockholder~~Private ~~may~~Placement ~~sell~~and orconcurrent ~~otherwise~~registered ~~dispose~~direct offinancing ~~the~~transaction ~~shares~~to ofH.C. ~~our~~Wainwright ~~common~~& ~~stock being offered through this prospectus~~Co., ~~The~~LLC ~~selling~~(or ~~stockholder~~its ~~is an “underwriter” within the meaning of Section 2(a~~designees)~~(11)~~, ofour ~~the~~placement ~~Securities~~agent ~~Act~~in ofconnection ~~1933,~~with ~~as amended (~~the ~~“Securities~~Private ~~Act”).~~Placements; and

~~The~~(iv) ~~selling~~22,667 ~~stockholder~~shares ~~will~~of ~~pay~~our ~~all~~common ~~brokerage~~stock ~~fees~~issuable ~~and~~upon ~~commissions~~the ~~and~~exercise ~~similar~~of ~~expenses~~warrants in(the ~~connection~~“Second ~~with~~Placement ~~any~~Agent ~~resale~~Warrants” orand ~~other~~together ~~disposition~~with of the ~~common~~First ~~stock~~Placement ~~described~~Agent inWarrants, ~~this~~the ~~prospectus~~“Placement byAgent Warrants”, and the ~~selling~~Placement ~~stockholder.~~Agent WeWarrants, ~~will~~together ~~pay~~with the ~~expenses~~Private ~~incurred~~Warrants, inthe ~~registering~~“Warrants”) ~~under~~issued ~~the~~in ~~Securities~~connection ~~Act~~with the ~~offer~~Second Private Placement and ~~resale~~concurrent ofregistered ~~such~~direct ~~shares~~financing oftransaction ~~common~~to ~~stock~~H.C. byWainwright ~~the~~& ~~selling~~Co., ~~stockholder~~LLC (or its designees), ~~including~~our ~~legal~~placement ~~and~~agent ~~accounting~~in ~~fees.~~connection ~~See~~with ~~“Plan~~the ofPrivate ~~Distribution”~~Placements.

~~Our~~The Selling Stockholders may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock isor ~~listed~~interests in their shares of common stock on any stock exchange, market or trading facility on which the ~~Nasdaq~~shares ~~Capital~~of ~~Market~~common ~~LLC~~stock ~~(“Nasdaq”)~~are ~~under~~traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the ~~symbol~~time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. See “~~GNPX~~Plan of Distribution” in this prospectus for more information. ~~The~~We ~~last~~will ~~reported~~not ~~sale~~receive ~~price~~any proceeds from the resale or other disposition of ~~our~~the shares of common stock onby ~~Nasdaq~~the onSelling ~~September~~Stockholders. 12However, ~~2025~~we ~~was~~will $0receive the proceeds of any cash exercise of the Warrants.~~2917~~ ~~per~~We ~~share~~have borne and will continue to bear the costs relating to the registration of these shares. See “Use of Proceeds” beginning on page 13 and “Plan of Distribution” beginning on page 17 of this prospectus for more information.

~~Investing~~Table ~~in our common stock is highly speculative and involves a significant degree~~ of ~~risk. Please consider carefully the specific factors set forth under “Risk Factors” beginning on page 10 of this prospectus and in our filings with the Securities and Exchange Commission.~~ Contents

Our common stock is listed on the Nasdaq Capital Market LLC (“Nasdaq”) under the symbol “GNPX”. The last reported sale price of our common stock on Nasdaq on November 19, 2025 was $3.34 per share.

You should read this prospectus and any supplement, together with additional information described under the headings “Additional Information” and “Incorporation of Certain Information by Reference” carefully before you invest.

Investing in our common stock involves a high degree of risk. Before making an investment decision, you should review the information contained under the heading “Risk Factors” in our most recent Annual Report on Form 10-K as such risk factors may be updated in our subsequent reports filed with the Securities and Exchange Commission, which are incorporated by reference herein, and as may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is             , 2025.

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TABLE OF CONTENTS

	Page
	Page
ABOUT THIS PROSPECTUS	12
PROSPECTUS SUMMARY	23
THE OFFERING	98
RISK FACTORS	109
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	1410
THE LINCOLN PARK TRANSACTION	16
SHARES OFFERED HEREBY	12
USE OF PROCEEDS	2213
DILUTION	23
SELLING STOCKHOLDERS	14
SELLING STOCKHOLDER	24
PLAN OF DISTRIBUTION	17
PLAN OF DISTRIBUTION	25
DESCRIPTION OF SECURITIES	19
DESCRIPTION OF SECURITIES TO BE REGISTERED	27
LEGAL MATTERS	23
LEGAL MATTERS	30
EXPERTS	23
EXPERTS	30
ADDITIONAL INFORMATION	24
WHERE YOU CAN FIND MORE INFORMATION	30
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	25
INCORPORATION OF DOCUMENTS BY REFERENCE	30

ABOUT THIS PROSPECTUS

The registration statement we filed with the Securities and Exchange Commission (the “SEC”) includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus, the related exhibits filed with the SEC, and the documents incorporated by reference herein before making your investment decision. You should rely only on the information provided in this prospectus or any amendment thereto. In addition, this prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find More Information.”

The selling stockholder named in this prospectus may sell up to 25,000,000 shares of our common stock previously issued and issuable pursuant to the Purchase Agreement from time to time. This prospectus also covers any shares of common stock that may become issuable as a result of share splits, share dividends, or similar transactions. We have agreed to pay the expenses incurred in registering these shares, including legal and accounting fees.

We have not, and the selling stockholder has not, authorized anyone to provide any information or to make any representations other than those contained in this prospectus, the documents incorporated by reference herein or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The information contained in this prospectus, the documents incorporated by reference herein or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date.

The selling stockholder is offering to sell, and seeking offers to buy, shares of our common stock only under circumstances and in jurisdictions where it is lawful to do so. The selling stockholder is not making an offer to sell these securities in any state or jurisdiction where the offer or sale is not permitted.

Unless the context otherwise requires, “Genprex,” “GNPX,” “the Company,” “we,” “us,” “our” and similar terms refer to Genprex, Inc.

Industry and Market Data

This prospectus or the documents incorporated by reference herein includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information.

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ABOUT THIS PROSPECTUS

Neither we nor the Selling Stockholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Stockholders take responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Stockholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

For investors outside the United States: neither we nor the Selling Stockholders have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction outside the United States where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securities covered hereby and the distribution of this prospectus outside the United States.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Additional Information” and “Incorporation of Certain Information by Reference.”

We may also provide a prospectus supplement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement together with the additional information to which we refer you in the sections of this prospectus entitled “Additional Information” and “Incorporation of Certain Information by Reference.”

Unless otherwise stated or the context otherwise indicates, references to “Genprex,” the “Company,” “we,” “our,” “us,” or similar terms refer to Genprex, Inc.

“Genprex, Inc.” and our design logo used in this prospectus are our trademarks. This prospectus may also include other trademarks, tradenames and service marks that are the property of their respective holders. Solely for convenience, trademarks and tradenames referred to in this prospectus may appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights, or that the applicable holder will not assert its rights, to these trademarks and tradenames

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PROSPECTUS SUMMARY

The following summary highlights ~~selected~~some information ~~contained~~from orthis ~~incorporated~~prospectus. byIt ~~reference~~is innot ~~this~~complete ~~prospectus~~ and does not contain all of the information that ~~may~~you beshould ~~important~~consider tobefore ~~you~~making ~~and~~an ~~your~~ investment decision. ~~Before~~You ~~investing in our securities, you~~ should ~~carefully~~ read this entire prospectus, including ~~our~~the ~~consolidated~~“Risk ~~financial~~Factors” ~~statements~~section ~~and~~on ~~the~~page ~~related~~[__] ~~notes~~of ~~and~~this ~~other~~prospectus ~~documents~~and ~~incorporated~~the bydisclosures ~~reference~~to ~~herein,~~which asthat ~~well~~section asrefers ~~the~~you, ~~information under~~ the ~~caption~~financial ~~“Risk~~statements ~~Factors” herein~~ and ~~under~~related ~~similar~~notes ~~headings~~and in the other ~~documents~~more ~~that~~detailed ~~are~~information appearing elsewhere or incorporated by reference into this prospectus ~~including~~before ~~documents~~investing ~~that~~in ~~are~~any ~~filed after the date hereof. Some~~ of the ~~statements~~securities described in this prospectus ~~constitute forward-looking statements that involve risks and uncertainties~~. See “Cautionary Note Concerning Forward-Looking Statements.” In this prospectus, unless context requires otherwise, references to “we,” “us,” “our,” “GNPX” “Genprex,” or the “Company” refer to Genprex, Inc. and its subsidiary on a consolidated basis.

~~Company~~ Overview

We are a clinical stage gene therapy company pioneering the development of gene-based therapies for large patient populations with unmet medical needs. Our oncology platform utilizes our 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. Our 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, our technology is believed to work by replenishing and rejuvenating exhausted beta cells that make insulin.

Oncology Platform

Our 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 harms the metabolism of cancer cells, which leads to reduced cancer cell growth. It has a mechanism of action whereby it decreases tumor 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. Our strategy is to develop REQORSA in combination with currently approved therapies and we believe 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 our exclusive worldwide licenses from The University of Texas MD Anderson Cancer Center (“MD Anderson”). We believe that our 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 we are in early stages of discovery programs to identify other cancer candidates. In August 2022, we entered into a sponsored research agreement with MD Anderson to support further preclinical studies of TUSC2 and other tumor suppressor genes. Additionally, we are collaborating with MD Anderson to discover, develop and utilize biomarkers to select the patient population most likely to respond to REQORSA and enable decisions on progression of our drug candidates to the next phase of development. MD Anderson researchers currently are analyzing biomarkers that may indicate a strong positive or negative response to REQORSA in lung cancer that could be used to enrich our population of responders in our clinical trials.

~~Acclaim~~Table ~~- 1: We currently are enrolling and treating patients in the Phase 2a expansion portion~~ of our 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 that has activating epidermal growth factor receptor (“EGFR”) mutations and 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. This was the highest dose level delivered in the Phase 1 portion of the study and is twice the highest dose level delivered in our prior clinical trial combining REQORSA with Tarceva® (erlotinib) for the treatment of late-stage lung cancer. There were three patients 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 has maintained this response through 52 courses of treatment (approximately 36 months) and continues to receive REQORSA and Tagrisso treatment to date. A second patient had stable disease without disease progression through 32 courses of treatment (approximately 24 months) but then had disease progression and REQORSA treatment was stopped. A third patient had stable disease without disease progression through 14 courses of treatment (approximately 10 months) before disease progression and is no longer receiving treatment. We opened the Phase 2a expansion portion of the study and enrolled and dosed the first patient in January 2024. The initial trial design of the Phase 2a expansion portion of the study included two cohorts with half being patients who received only prior Tagrisso treatment and the other half being patients who received prior Tagrisso treatment and chemotherapy. However, as previously announced in August 2024, based on resource prioritization and to focus on the patients for whom REQORSA is most likely to show a benefit, we decided to limit our enrollment efforts moving forward to patients who received only prior Tagrisso treatment and cease enrollment of the second cohort (patients who received prior Tagrisso treatment and chemotherapy). However, noting that two of the patients with prolonged PFS in the Phase 1 portion of the study had previously received both chemotherapy and Tagrisso, in February 2025, we amended the protocol to allow entry of patients progressing on Tagrisso or Tagrisso-containing regimens. The Phase 2a expansion portion of the trial is now expected to enroll approximately 33 patients; all of whom have progressed on Tagrisso or Tagrisso-containing regimens. The Phase 2b randomized portion of the study, in which patients progressing on prior Tagrisso treatment will be randomized 1:1 to either REQORSA and Tagrisso combination therapy or to platinum-based chemotherapy, remains unchanged. There will be an interim analysis following the treatment of 19 patients in the Phase 2a portion of the Acclaim-1 study. We expect to complete the enrollment of the first 19 patients for interim analysis in the Phase 2a expansion portion of the study by the first quarter of 2026 and expect the interim analysis in the first half of 2026.Contents

Acclaim – 1: We currently are enrolling and treating patients in the Phase 2a expansion portion of our 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 that has activating epidermal growth factor receptor (“EGFR”) mutations and 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. This was the highest dose level delivered in the Phase 1 portion of the study and is twice the highest dose level delivered in our 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 has maintained this response through 56 courses of treatment (approximately 39 months) and continues to receive REQORSA and Tagrisso treatment to date. A second patient had stable disease without disease progression through 32 courses of treatment (approximately 24 months) but then had disease progression and REQORSA treatment was stopped. A third patient had stable disease without disease progression through 14 courses of treatment (approximately 10 months) before disease progression and is no longer receiving treatment. We opened the Phase 2a expansion portion of the study and enrolled and dosed the first patient in January 2024. The initial trial design of the Phase 2a expansion portion of the study included two cohorts with half being patients who received only prior Tagrisso treatment and the other half being patients who received prior Tagrisso treatment and chemotherapy. However, as previously announced in August 2024, based on resource prioritization and to focus on the patients for whom REQORSA is most likely to show a benefit, we decided to limit our enrollment efforts moving forward to patients who received only prior Tagrisso treatment and cease enrollment of the second cohort (patients who received prior Tagrisso treatment and chemotherapy). However, noting that two of the patients with prolonged PFS in the Phase 1 portion of the study had previously received both chemotherapy and Tagrisso, in February 2025, we amended the protocol to allow entry of patients progressing on Tagrisso or Tagrisso-containing regimens. The Phase 2a expansion portion of the trial is now expected to enroll approximately 33 patients; all of whom have progressed on Tagrisso or Tagrisso-containing regimens. The Phase 2b randomized portion of the study, in which patients progressing on prior Tagrisso treatment will be randomized 1:1 to either REQORSA and Tagrisso combination therapy or to platinum-based chemotherapy, remains unchanged. There will be an interim analysis following the treatment of 19 patients in the Phase 2a portion of the Acclaim-1 study. We expect to complete the enrollment of the first 19 patients for interim analysis in the Phase 2a expansion portion of the study in the first half of 2026 and expect the interim analysis in the second half of 2026.

The Food and Drug Administration (“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 us 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.

Acclaim -– 2: The Acclaim-2 trial involved a combination of REQORSA and Merck & Co.’s Keytruda® (pembrolizumab) in patients with late-stage NSCLC whose disease has progressed after treatment with Keytruda. As previously announced in August 2024, based on a number of factors, including enrollment challenges and delays due to competition for investigators and eligible patients with numerous other trials involving the same patient population, we decided to cease enrollment of new patients in the Acclaim-2 trial to prioritize our resources and focus on the other two Acclaim trials in SCLC and NSCLC, respectively. There are no longer any patients receiving study treatment in the Acclaim-2 trial. Although the Acclaim-2 study in patients progressing on Keytruda containing regimens has been closed due to, among other factors, slow enrollment, we continue to believe that this combination could be beneficial.

Acclaim -– 3: We are currently enrolling and treating patients in the Phase 2 expansion portion of our 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. On December 16, 2024, we announced that we 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 determined that the RP2D of REQORSA will be 0.12 mg/kg, 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. We anticipate 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 time of 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. We expect to complete enrollment of the first 25 patients for interim analysis in the Phase 2 expansion portion of the study in the first ~~quarter~~half of 2026 and expect the interim analysis in the second half of 2026.

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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, we have 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 general novel approach is used in each of Type 1 and Type 2 diabetes whereby an adeno-associated virus 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. Our diabetes product candidates are currently being evaluated and optimized in preclinical studies at the University of Pittsburgh. GPX-002 is being developed using the same construct 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 (formerly known as GPX-003), where autoimmunity is not at play, is believed to work by replenishing and rejuvenating exhausted beta cells that make insulin. We finalized the components of the diabetes construct to take forward for nonclinical studies and in December 2023, we submitted a request to meet with the FDA to obtain their guidance on the nonclinical studies needed to file an Investigational New Drug (“IND”) application and initiate first-in-human studies. As a result of the FDA’s response, we decided to continue with our planned additional nonclinical studies before requesting regulatory guidance for the IND-enabling studies. We are currently working with the University of Pittsburgh on species analyses for the animal models as well as on other regulatory and clinical strategic planning, including the planned initiation of research in Type 2 diabetes animal models, following which we ~~believe~~plan weto ~~would~~submit bea ~~poised~~request to ~~seek further regulatory guidance from~~ the FDA onto meet regarding IND-enabling studies inby the ~~second~~end ~~half~~ of 2025. In May 2025, following the recent completion of our August 2022 sponsored research agreement with UP, we 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 our most recent technologies to which we 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. On February 17, 2025, we and the University of Pittsburgh entered into an amended and restated Exclusive License Agreement (the “New UP License Agreement”), which ~~updates~~updated and ~~consolidates~~consolidated into a single agreement our prior license agreements with UP. Pursuant to the New UP License Agreement, UP granted to us 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 our 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.

In February 2023, the Company’s research collaborators at UP presented preclinical data in a non-human primate model of Type 1 diabetes highlighting the therapeutic potential of GPX-002 at the 16th International Conference on Advanced Technologies & Treatments for Diabetes (“ATTD 2023”) in Berlin, Germany. The statistically significant study results showed the treated animals had decreased insulin requirements, increased c-peptide levels, and improved glucose tolerance compared to baseline. In April 2023, the Company hosted a Key Opinion Leader virtual event entitled “Novel Gene Therapy to Treat Type 1 Diabetes,” which discussed preclinical data reported at ATTD 2023 supporting gene therapy to treat Type 1 diabetes. In June 2025, our collaboration partners had two presentations at the 2025 American Diabetes Association (“ADA”) 85th Scientific Sessions. Our ~~Genprex’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, ~~Genprex’s~~our contract development and manufacturing organization collaborators presented a poster on a non-viral lipid nanoparticle delivery system that would allow a patient to receive multiple treatments.

Recent Developments

ATM Sales

On December 13, 2023, we entered into an At The Market (“ATM”) Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, serving as agent (the “Agent”) with respect to an ATM offering program under which we may offer and sell through the Agent, from time to time at our sole discretion, shares (the “Shares”) of our common stock, par value $0.001 per share (the “Common Stock”). Since December 31, 2024, we have sold 16,940,454 shares of our Common Stock through our ATM program for aggregate net proceeds of $6,895,947.

Nasdaq Compliance Matters

As previously disclosed, on August 19, 2025, we received a letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that we were not in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market, under Listing Rule 5550(b)(1) (the “Minimum Stockholders’ Equity Requirement”), because our stockholders’ equity of $1,391,195 as reported in our Quarterly Report on Form 10-Q for the period ended June 30, 2025 was below the required minimum of $2.5 million, and because, as of August 19, 2025, we did not meet the alternative compliance standards relating to market value of listed securities or net income from continuing operations. The Staff indicated that this non-compliance with the Minimum Stockholders’ Equity Requirement serves as additional and separate basis for delisting our securities from Nasdaq.

Also, as previously disclosed, on August 12, 2025, we received a letter from Nasdaq indicating that, because we have not regained 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 of our ineligibility for a second 180 calendar day compliance period, the Staff had determined to delist our securities from Nasdaq unless we timely requested a hearing before the 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 and, as previously disclosed, on February 7, 2025, Nasdaq had notified us that based upon the closing bid price of our common stock for the last 30 consecutive business days, we no longer met the Bid Price Requirement. In accordance with Listing Rule 5810(c)(3)(A), Nasdaq had provided us 180 calendar days, or until August 6, 2025, to regain compliance with the Bid Price Requirement. We did not regain compliance with the Bid Price Requirement during such 180 calendar day period and, because we do not meet Nasdaq’s $5,000,000 minimum stockholders’ equity initial listing requirement, the Staff determined that we were not eligible for an additional 180-day extension to meet the Bid Price Requirement.

On August 19, 2025, we timely requested a hearing before the Panel. At the Panel hearing, we intend to request an extension within which to evidence compliance with the Bid Price Requirement and the Minimum Stockholders’ Equity Requirement, to present our views with respect to these deficiencies, and to submit and present our plan to regain compliance with all applicable requirements for continued listing on Nasdaq, including compliance with the Bid Price Requirement and the Minimum Stockholders’ Equity Requirement.

Our request for a hearing has stayed any suspension or delisting action by the Staff pending the hearing and the expiration of any additional extension period granted by the Panel following the hearing. We intend to continue to take definitive steps in an effort to evidence compliance with the Minimum Stockholders’ Equity Requirement, the Bid Price Requirement, and the other Nasdaq listing requirements. However, there can be no assurance that the Panel will grant our request for continued listing or that we will be able to evidence compliance with the Minimum Stockholders’ Equity Requirement, the Bid Price Requirement and other Nasdaq listing requirements within any extension period that may be granted by the Panel or that we will be able to maintain compliance with the other Nasdaq listing requirements.

~~New~~Table UPof ~~License Agreement~~Contents

OnRecent February 17, 2025, we and the University of Pittsburgh entered into an amended and restated Exclusive License Agreement (the “New UP License Agreement”), which updates and consolidates into a single agreement our prior license agreements with UP. Pursuant to the New UP License Agreement, UP granted to us 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 our 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.Developments

~~Convergen~~Equity ~~Biotech,~~Line ~~Inc.~~of Credit

~~Additionally,~~On inJune ~~September~~11, ~~2024~~2025, we ~~announced~~entered ~~that~~into wean ~~were~~equity ~~considering~~line ~~various~~of ~~strategic~~credit ~~alternatives~~(“ELOC”) ~~and~~purchase ~~opportunities~~agreement to(the ~~enhance~~“Purchase ~~stockholder~~Agreement”) with ~~value~~Lincoln Park Capital Fund, ~~including~~LLC ~~evaluating~~(“Lincoln ~~ways~~Park”), pursuant to ~~optimize~~which Lincoln Park committed to purchase up to $12.5 million in shares of our ~~clinical~~common ~~and~~stock ~~research~~(subject ~~programs~~to certain conditions and ~~operational~~limitations ~~strategies,~~contained ~~such~~in asthe ~~our~~Purchase ~~intention~~Agreement) from time to ~~potentially~~time ~~transfer~~at our ~~diabetes~~sole ~~clinical~~discretion ~~development~~over ~~program~~the ~~and~~24-month ~~our~~term ~~diabetes~~of ~~gene~~the ~~therapy~~Purchase ~~assets~~Agreement (the ~~into~~“2025 ELOC Facility”). Sales of shares of common stock to Lincoln Park under the Purchase Agreement will depend on a ~~new,~~variety ~~initially~~of ~~wholly-owned~~factors ~~subsidiary.~~to Inbe ~~connection~~determined ~~with~~by ~~this~~us ~~intended~~from ~~separation~~time to time, including, among others, market conditions, the trading price of the ~~diabetes~~common ~~clinical~~stock ~~development~~and ~~program,~~our ondetermination ~~February~~as 18to the appropriate sources of funding for our operations. During the three months ended September 30, 2025, we ~~announced~~sold 341,224 shares ~~that~~of wecommon ~~had~~stock ~~formed~~to aLincoln ~~wholly-owned~~Park ~~subsidiary,~~as ~~Convergen~~purchase ~~Biotech~~shares for aggregate net proceeds of $2,943,745 ~~Inc~~under the 2025 ELOC Facility. During the nine months ended September 30, 2025, we (~~“Convergen”~~i) issued 23,737 shares of common stock to ~~implement~~Lincoln ~~this~~Park ~~initial~~with ~~step~~a value of $365,550 as commitment shares pursuant to the ~~reorganization~~2025 ELOC Facility, which was expensed as incurred, and ~~facilitate~~(ii) ~~the~~sold 422,380 shares ~~separation~~of common stock to Lincoln Park as purchase shares for aggregate net proceeds of $3,818,631 under the ~~diabetes~~2025 ~~program~~ELOC Facility. From ~~Convergen~~October ~~will~~1, ~~focus~~2025, onthrough ~~developing~~November ~~and~~10, ~~commercializing~~2025, ~~GPX-002.~~we ~~The~~sold 326,750 ~~Company~~shares ~~will~~of ~~retain~~common ~~its~~stock ~~oncology~~for ~~clinical~~aggregate ~~development~~net ~~programs~~proceeds ~~and~~of ~~other~~$1,434,139 under ~~oncology~~the ~~pipeline~~2025 ~~assets~~ELOC Facility.

~~The~~Reverse ~~Lincoln~~Stock ~~Park Transaction~~ Split

OnAt ~~June 11, 2025, we entered into the Purchase Agreement with Lincoln Park, pursuant to which Lincoln Park has agreed to purchase from us up to an aggregate of $12.5 million of~~ our ~~common~~annual ~~stock~~meeting ~~(subject to certain limitations) from time to time over the term~~ of ~~the~~stockholders ~~Purchase~~held ~~Agreement~~on ~~(of~~August ~~which~~15, ~~an aggregate of $2~~2025,~~460,136 of~~ ~~shares~~our ofstockholders ~~common~~adopted ~~stock have already been issued~~ and ~~sold~~approved toan ~~Lincoln~~amendment ~~Park as of the date of this prospectus). Pursuant~~ to ~~the~~our ~~Purchase~~Amended ~~Agreement,~~and weRestated ~~issued~~Certificate ~~1,186,859 shares~~ of ~~common~~Incorporation ~~stock~~ to ~~Lincoln~~effect ~~Park as~~ a ~~fee~~reverse ~~for~~stock ~~making~~split ~~its~~of ~~irrevocable commitment to purchase~~ our ~~common~~issued ~~stock~~and ~~under~~outstanding ~~the~~shares ~~Purchase Agreement (the “Commitment Shares”). Also on June 11, 2025, concurrently with our execution~~ of ~~the~~Common ~~Purchase Agreement~~Stock, weat ~~entered into~~ a ~~registration~~specific ~~rights agreement with Lincoln Park~~ratio, ~~dated~~ranging asfrom ofone-for-ten ~~June 11, 2025~~ (~~the “Registration Rights Agreement”~~1:10), ~~pursuant~~ to ~~which~~one-for-fifty ~~we filed with the Securities and Exchange Commission~~ (~~the “SEC”~~1:50), ~~the~~with ~~registration~~such ~~statement~~ratio ~~that includes this prospectus~~ to ~~register~~be ~~for~~determined ~~resale~~by ~~under the Securities Act of 1933, as amended, or the Securities Act, the shares of~~ our ~~common~~Board ~~stock that are described~~ in ~~this~~its ~~prospectus that have been or may be issued by us to Lincoln Park under the Purchase Agreement~~discretion.

On ~~June~~October 1116, 2025, ~~pursuant~~we tofiled the ~~terms~~amendment ofto ~~the~~our ~~Purchase~~Amended ~~Agreement~~ and ~~the~~Restated ~~Registration~~Certificate ~~Rights~~of ~~Agreement,~~Incorporation wewith ~~filed~~the aSecretary ~~registration~~of ~~statement~~State (of the ~~“Prior~~State ~~Registration~~of ~~Statement”)~~Delaware onto ~~Form~~effect ~~S-1~~a ~~(Registration~~reverse ~~No.~~stock ~~333-287962)~~split ~~with~~of ~~the~~our ~~SEC~~Common toStock ~~register~~at upa toratio ~~15,000,000 shares~~ of ~~common~~one-for-fifty ~~stock~~(1:50) ~~that~~(the ~~have~~“Reverse ~~subsequently~~Stock ~~been~~Split”). ~~issued~~The ~~and~~Reverse ~~sold~~Stock bySplit usbecame toeffective ~~Lincoln~~in ~~Park,~~accordance ~~consisting~~with ofthe ~~(i)~~terms ~~13,813,141 shares~~ of ~~common~~the ~~stock~~amendment ~~that~~at we12:01 ~~issued~~a.m. ~~and~~Eastern ~~sold~~Time toon ~~Lincoln~~October ~~Park~~21, as2025. ~~Purchase~~All ~~Shares,~~share ~~during~~and ~~the~~per ~~period~~share ~~from~~amounts ~~the~~in ~~Commencement~~this ~~Date~~prospectus (asother ~~defined~~than ~~below)~~certain ~~through~~documents ~~the~~incorporated ~~date~~by ofreference into this prospectus, ~~for~~including ~~aggregate~~such ~~gross~~documents ~~proceeds~~incorporated ofby ~~$2,460,136,~~reference ~~and~~herein ~~(ii)~~that ~~1,186,859~~were ~~Commitment~~filed ~~Shares~~prior ~~that~~to wethe ~~issued~~effectiveness toof ~~Lincoln~~the ~~Park~~Reverse onStock ~~June 11~~Split), ~~2025~~have inbeen ~~consideration~~adjusted ~~for Lincoln Park’s commitment~~ to ~~purchase~~reflect ~~shares of common stock at our direction under~~ the ~~Purchase~~Reverse ~~Agreement~~Stock Split.

~~The~~October ~~purpose~~2025 ofRegistered ~~this~~Direct ~~registration~~Offerings ~~statement on Form S-1 is to register an additional 25,000,000 Purchase Shares for resale by Lincoln Park, pursuant to the terms of the Purchase Agreement~~ and ~~the~~Concurrent ~~Registration~~Private ~~Rights~~Placement ~~Agreement.~~Transactions

~~Under~~On October 24, 2025, we completed a registered direct offering priced at-the-market ~~applicable~~under Nasdaq rules (the “October 2025 Registered Direct Offering I”), pursuant to which we issued an aggregate of ~~Nasdaq~~243,622 onshares ~~August~~of 15common stock at a purchase price of $11.21 per share. In the concurrent First Private Placement (the First Private Placement, together with the October 2025 Registered Direct Offering I, the “October 2025 Financing I”), we ~~obtained~~issued ~~shareholder~~the ~~approval~~First Private Warrants exercisable for up to an aggregate of 487,244 shares of common stock (the “First Private Warrant Shares”) at an exercise price of $11.00 per share. The First Private Warrants are exercisable immediately upon issuance and will expire 24 months from the effective date of the registration statement of which this prospectus is a part, which registers for resale by the Selling Stockholders (among other securities identified herein) of all of the First Private Warrant Shares. Also, we agreed to issue to ~~Lincoln~~H.C. ~~Park~~Wainwright & Co., ~~pursuant~~LLC to(the “Placement Agent”) or its designees the ~~Purchase~~First ~~Agreement~~Placement Agent Warrants to purchase up to an aggregate of 14,617 shares of ~~our~~ common stock, (the “First Placement Agent Warrant Shares”). The First Placement Agent Warrants have substantially the same terms as the First Private Warrants except that the First Placement Agent Warrants have an exercise price of $14.0125 per share and a termination date that will be the earlier of (i) 24 months from the effective date of the registration statement of which ~~exceed~~this ~~5,561,445~~prospectus ~~shares~~is a part, which ~~was~~registers ~~equal~~for toresale ~~19.99%~~by the Selling Stockholders (among other securities identified herein) of all of the ~~shares~~First Placement Agent Warrant Shares and (ii) October 23, 2030. The net proceeds of ~~our~~the ~~common~~October ~~stock~~2025 ~~outstanding~~Financing ~~immediately~~I, ~~prior~~after todeducting the ~~execution~~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 ~~Purchase~~First ~~Agreement~~Private Warrants, were approximately $2.5 million. Additionally, if the holders of October 2025 Private Warrants I exercise such warrants in full, we would receive additional gross proceeds of approximately $5.3 million.

~~This~~Table ~~prospectus covers the resale by the selling stockholder~~ of up to 25,000,000 shares of our common stock that we have reserved for sale to Lincoln Park under the Purchase Agreement from time to time after the date of this prospectus, if and when we determine to sell shares of our common stock to Lincoln Park under the Purchase Agreement. We will not receive any cash consideration for issuing the Commitment Shares to Lincoln Park.Contents

~~Sales~~On ofOctober ~~common~~29, ~~stock~~2025, bywe completed a registered direct offering priced at-the-market ~~Company~~under ~~pursuant~~Nasdaq torules (the ~~Purchase~~“October ~~Agreement,~~2025 ifRegistered ~~any,~~Direct ~~are~~Offering ~~subject~~II”), pursuant to ~~certain~~which ~~limitations~~we ~~set~~issued ~~forth~~an inaggregate ~~the~~of ~~Purchase Agreement~~377,780 ~~and~~shares ~~may~~of ~~occur~~common ~~from~~stock ~~time~~at toa ~~time~~purchase atprice of $9.00 per share. In the ~~Company’s~~Second ~~sole~~Private ~~discretion~~Placement ~~over~~(together with the ~~24-month~~October ~~period~~2025 ~~commencing~~Registered onDirect Offering II, the ~~date~~“October ~~that~~2025 Financing II”), we issued the ~~conditions~~Second Private Warrants exercisable for up to ~~Lincoln~~an ~~Park’s~~aggregate ~~purchase~~of ~~obligation~~755,560 ~~set~~shares ~~forth~~of incommon stock (the ~~Purchase~~“Second ~~Agreement~~Private Warrant Shares”) at an exercise price of $8.75 per share. The Second Private Warrants are ~~satisfied,~~exercisable ~~including~~immediately ~~that~~upon issuance and will expire 24 months from the effective date of the registration statement ~~that~~of ~~includes~~which this prospectus is ~~declared~~a ~~effective~~part, which registers for resale by the ~~SEC~~Selling ~~and~~Stockholders a(among ~~final~~other ~~prospectus~~securities ~~relating~~identified ~~thereto~~herein) isof ~~filed~~all ~~with~~of the ~~SEC~~Second (Private Warrant Shares. Also, we agreed to issue to the ~~date~~Placement onAgent ~~which~~or ~~all~~its ofdesignees ~~such~~the ~~conditions~~Second ~~were~~Placement ~~satisfied,~~Agent ~~which~~Warrants ~~occurred~~to onpurchase ~~June~~up 17to an aggregate of 22,667 ~~2025~~shares of common stock (the “~~Commencement~~Second ~~Date~~Placement Agent Warrant Shares”). The ~~From~~Second Placement Agent Warrants have substantially the same terms as the Second Private Warrants except that the Second Placement Agent Warrants have an exercise price of $11.25 per share and ~~after~~a termination date that will be the ~~Commencement~~earlier ~~Date,~~of we(i) ~~may,~~24 months from ~~time~~the toeffective ~~time~~date ~~and~~of atthe ~~our~~registration ~~sole~~statement ~~discretion~~of ~~for~~which this prospectus is a ~~period~~part, which registers for resale by the Selling Stockholders (among other securities identified herein) of upall toof ~~24-months~~the Second Placement Agent Warrant Shares and (ii) October 28, on2030. In addition, in connection with any ~~business~~future ~~day~~exercise ~~that~~of the Second Private Warrants, we ~~select~~have onagreed ~~which~~to (A) pay the ~~closing~~Placement ~~sales~~Agent (i) a cash fee equal to 7.0% of the aggregate gross exercise price paid in cash with respect to the exercise of ~~our~~such ~~common~~warrants ~~stock~~and ~~equals~~(ii) ora ~~exceeds~~management $0fee equal to 1.100% ~~per~~of ~~share,~~the ~~direct~~aggregate ~~Lincoln~~gross ~~Park~~exercise price paid in cash with respect to ~~purchase~~the upexercise of such warrants and (B) issue to ~~125,000~~Placement Agent or its designees additional placement agent warrants to purchase that number of shares equal to 6.0% of ~~our~~the aggregate number of shares of common stock, ~~which~~underlying ~~amount~~such ~~may~~Second bePrivate ~~increased~~Warrants ~~depending~~that onhave ~~the~~been ~~market~~exercised. ~~price~~The net proceeds of ~~our~~the ~~common~~October ~~stock~~2025 atFinancing II, after deducting the ~~time~~placement ofagent’s ~~sale~~fees and expenses and other estimated October 2025 Registered Direct Offering II expenses payable by the Company and excluding the net proceeds, ~~subject~~if toany, afrom ~~maximum~~the ~~commitment~~exercise of ~~$500~~the Second Private Warrants,~~000~~ ~~per~~were ~~purchase~~approximately $3.1 million. Additionally, ~~which~~if wethe ~~refer~~holders toof Second Private Warrants exercise such warrants in ~~this~~full, ~~prospectus~~we would asreceive ~~“Regular~~additional ~~Purchases~~net proceeds of approximately $6.”1 million.

InAt-The-Market addition to Regular Purchases, provided that we have directed Lincoln Park to purchase the maximum amount of shares that we are then able to sell to Lincoln Park in a Regular Purchase, we may, in our sole discretion, also direct Lincoln Park to purchase additional shares of common stock in “accelerated purchases,” and “additional accelerated purchases” as set forth in the Purchase Agreement.Offering

WeOn ~~will~~December ~~control~~13, ~~the~~2023, ~~timing~~we ~~and~~entered ~~amount~~into ofan ~~any~~At ~~sales of our common stock to Lincoln Park.~~ The ~~purchase~~Market ~~price~~(“ATM”) ofOffering Agreement (the ~~shares~~“Sales ofAgreement”) ~~our~~with ~~common~~H.C. ~~stock~~Wainwright ~~that~~& weCo., ~~may sell to Lincoln Park in Regular Purchases~~LLC, ~~accelerated~~serving ~~purchases~~as ~~and~~agent ~~additional accelerated purchases under~~ (the ~~Purchase~~“Agent”) ~~Agreement~~with ~~will~~respect beto ~~based~~an on at-the -market ~~prices~~offering ofprogram ~~our~~(the ~~common~~“2023 ~~stock~~ATM atFacility”) orunder ~~around~~which ~~the~~we ~~time~~may ofoffer ~~sale~~ and ~~shall~~sell bethrough ~~calculated as set forth in~~ the ~~Purchase~~Agent, ~~Agreement.~~from ~~The~~time ~~purchase~~to ~~price~~time ~~per~~at ~~share~~our sole ~~will~~discretion, beup ~~equitably~~to ~~adjusted~~such asnumber ~~provided~~or indollar ~~the~~amount ~~Purchase~~of ~~Agreement~~shares ~~for~~of ~~any~~our ~~reorganization,~~common ~~recapitalization, non-cash dividend,~~ stock ~~split, or other similar transaction~~ as ~~set~~registered ~~forth~~on in the ~~Purchase~~prospectus ~~Agreement.~~supplement Wecovering ~~may at any time in our sole discretion terminate~~ the ~~Purchase~~2023 ~~Agreement~~ATM ~~without~~Facility ~~fee~~offering, ~~penalty~~as ormay ~~cost~~be ~~upon~~amended ~~one business day notice. In the event of bankruptcy proceedings by~~ or ~~against~~supplemented usfrom ~~that~~time ~~are~~to ~~not~~time. ~~discharged~~From ~~within~~October ~~90 days~~1, ~~the~~2025 ~~Purchase~~through ~~Agreement~~November ~~will~~19, ~~automatically~~2025, ~~terminate~~we ~~without~~sold 291,085 shares ~~action~~ of ~~any~~common ~~party.~~stock Nofor ~~termination~~aggregate ofnet ~~the~~proceeds ~~Purchase Agreement will be effective during the pendency~~ of ~~any Regular Purchase~~$1,248,866 under ~~accelerated purchase or additional accelerated purchase that has not then fully settled in accordance with~~ the ~~Purchase~~2023 ~~Agreement~~ATM Facility.

There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement or Registration Rights Agreement, except the Company is prohibited (with certain specified exceptions set forth in the Purchase Agreement) from effecting or entering into an agreement to effect an “equity line of credit” or other substantially similar offering whereby an investor is irrevocably bound to purchase securities over a period of time from the Company at a price based on the market price of the common stock at the time of each such purchase. Lincoln Park has represented to us that at no time prior to the time of execution of the Purchase Agreement has Lincoln Park or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO under the Exchange Act) of our common stock or any hedging transaction, which establishes a net short position with respect to our common stock. Lincoln Park agreed that during the term of the Purchase Agreement, it, its agents, representatives or affiliates will not enter into or effect, directly or indirectly, any of the foregoing transactions.

The Purchase Agreement prohibits us from directing Lincoln Park to purchase any shares of our common stock if those shares of our common stock, when aggregated with all other shares of our common stock then beneficially owned by Lincoln Park and its affiliates, would result in Lincoln Park having beneficial ownership, at any single point in time, of more than 4.99% of the then total outstanding shares of our common stock, as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and Rule 13d-3 thereunder, which limitation we refer to as the Beneficial Ownership Cap.

As of the date of this prospectus, we have (i) issued and sold to Lincoln Park 13,813,141 shares of common stock as Purchase Shares, for aggregate gross proceeds of $2,460,136, and (ii) issued to Lincoln Park 1,186,859 Commitment Shares in consideration for Lincoln Park’s commitment to purchase shares of common stock at our discretion under the Purchase Agreement. Although the Purchase Agreement provides that we may sell up to $12.5 million of our common stock to Lincoln Park (of which an aggregate of $2,460,136 of shares of common stock have already been issued and sold to Lincoln Park as of the date of this prospectus), only 25,000,000 additional Purchase Shares that we may issue to Lincoln Park as Purchase Shares from and after the date of this prospectus, if and when we elect to sell such Purchase Shares to Lincoln Park under the Purchase Agreement, are being registered under the Securities Act for resale by Lincoln Park under the registration statement that includes this prospectus. Depending on the market price of our common stock at the time we elect to issue and sell shares of our common stock to Lincoln Park under the Purchase Agreement, we may need to register for resale under the Securities Act additional shares of our common stock in order to receive aggregate gross proceeds equal to the $10,039,864 available to us under the Purchase Agreement.

As of September 2, 2025, there were 42,905,339 shares of our common stock outstanding, of which 42,829,990 shares were held by non-affiliates. If all of the 25,000,000 shares of our common stock that may be sold to Lincoln Park in the future under the Purchase Agreement that are being registered for resale hereunder were issued and outstanding as of September 2, 2025 without taking into account the Beneficial Ownership Cap described above), such shares of our common stock, would represent approximately 37% of the total number of shares of our common stock outstanding, and approximately 37% of the total number of outstanding shares held by non-affiliates of the Company, in each case as of September 2, 2025.

If we elect to issue and sell to Lincoln Park more than the 25,000,000 shares of our common stock that we may elect to issue and sell to Lincoln Park under the Purchase Agreement that are being registered for resale by Lincoln Park under the registration statement that includes this prospectus, which we have the right, but not the obligation, to do, we must first file with the SEC one or more additional registration statements to register under the Securities Act for resale by Lincoln Park any such additional shares of our common stock we wish to sell from time to time under the Purchase Agreement, which the SEC must declare effective, in each case before we may elect to sell any additional shares of our common stock to Lincoln Park under the Purchase Agreement. The number of shares of our common stock ultimately offered for resale by Lincoln Park is dependent upon the number of shares of our common stock we ultimately decide to sell to Lincoln Park under the Purchase Agreement.

Issuances of our common stock to Lincoln Park under the Purchase Agreement will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted as a result of any such issuance. Although the number of shares of our common stock that our existing stockholders own will not decrease, the shares of our common stock owned by our existing stockholders will represent a smaller percentage of our total outstanding shares of our common stock after any such issuance of shares of our common stock to Lincoln Park under the Purchase Agreement. There are substantial risks to our stockholders as a result of the sale and issuance of common stock to Lincoln Park under the Purchase Agreement. See “Risk Factors.”

Going Concern

We have a history of operating losses since inception and expect to incur additional near-term losses. As discussed further in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources,” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which is incorporated herein by reference, our independent registered public accounting firm, in its audit report to the financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, expressed substantial doubt about our ability to continue as a going concern. See also our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, as incorporated by reference into this prospectus, including the discussion therein under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.” Our consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty. Following this offering, we will need to raise additional capital to fund our operations and continue to support our planned development and commercialization activities. If we cannot secure the financing needed to continue as a viable business, our stockholders may lose some or all of their investment in us.

Corporate Information

We were incorporated in Delaware in April 2009. Our principal executive offices are located at 3300 Bee Cave Road, #650-227, Austin, TX 78746, and our telephone number is (877) 774-4679. Our website address is www.genprex.com. The information on our website is not part of this prospectus. We have included our website address as a factual reference and do not intend them to be active links to our websites.

Table of Contents

THE OFFERING

Shares of our common stock offered by the selling stockholder		Up to 25,000,000 Purchase Shares that we may issue and sell to Lincoln Park from time to time under the Purchase Agreement from and after the commencement.
Selling stockholder		Lincoln Park Capital Fund, LLC. See “Selling Stockholder” on page 24 of this prospectus.
Common stock outstanding prior to this offering		42,905,339 shares.
Common stock outstanding immediately after this offering		67,905,339 shares, assuming the sale of 25,000,000 shares. The actual number of shares issued will vary depending on the sales prices in this offering.
Use of Proceeds		We will receive no proceeds from the sale of shares of our common stock by Lincoln Park pursuant to this prospectus. We may receive up to $10,039,864 (in addition to the $2,460,136 previously received from sales made pursuant to the Purchase Agreement prior to the date of this prospectus) in aggregate gross proceeds under the Purchase Agreement from any sales of shares of our common stock we make to Lincoln Park pursuant to the Purchase Agreement after the commencement, assuming that we sell the full amount of our common stock remaining available to us that we have the right, but not the obligation to sell to Lincoln Park under the Purchase Agreement. Any proceeds that we receive from sales of shares of our common stock to Lincoln Park under the Purchase Agreement will be used for working capital and general corporate purposes, which may include capital expenditures, research and development expenditures, regulatory affairs expenditures, clinical trial expenditures, acquisitions of new technologies and investments, business combinations and the repayment, refinancing, redemption or repurchase of indebtedness or capital stock. See “Use of Proceeds.”
Nasdaq Capital Markets Symbols		Our common stock is listed on Nasdaq under the symbol “GNPX”.
Risk Factors		Investment in our securities involves a high degree of risk and could result in a loss of your entire investment. See “Risk Factors” beginning on page 10, and the other information included in or incorporated by reference in this prospectus for a discussion of the factors you should consider carefully before deciding to invest in our securities.

The following summary of the offering contains basic information about the offering and our securities and is not intended to be complete. It does not contain all the information that may be important to you. For a more complete understanding of our securities, please refer to the section titled “Description of Securities.”

The number of shares of our common stock to be outstanding immediately after this offering is based on 42,905,339 shares of our common stock outstanding as of September 2, 2025, excludes, as of such date, the following:

Common Stock Offered by the Selling Stockholders		Up to 1,280,088 shares of common stock issuable upon exercise of the Warrants.

Common Stock Outstanding as of November 19, 2025		2,318,894 shares.

Shares of Common Stock Outstanding after this Offering		3,598,982 shares, assuming the exercise in full of the Warrants.

Use of Proceeds		We will not receive any proceeds from the sale or other disposition of the shares of our common stock as offered by the Selling Stockholders.

Risk Factors		Investing in our common stock involves a high degree of risk. Before making an investment decision, you should review the information contained under the heading “Risk Factors” in our most recent Annual Report on Form 10-K as such risk factors may be updated in our subsequent reports filed with the SEC, which are incorporated by reference herein, and as may be amended, supplemented or superseded from time to time by other reports we file with the SEC, and other information in this prospectus for a discussion of the factors you should consider before you decide to invest in our common stock.

NASDAQ Symbol		Our common stock is currently listed on the Nasdaq Capital Market under the symbol “GNPX”.

● 283,573 shares of our common stock issuable upon the exercise of outstanding stock options at a weighted-average exercise price of $121.67 per share; ● 80,000 shares of our common stock underlying unvested restricted stock units; ● 1,981,079 shares of our common stock issuable upon the exercise of outstanding warrants at a weighted-average exercise price of $10.05 per share; ● 5,202 shares of our common stock reserved for issuance under our 2018 Employee Stock Purchase Plan; and ● 6,964,367 shares of our common stock reserved for issuance under our 2018 Equity Incentive Plan.8

9Table of Contents

RISK FACTORS

Investing in our ~~securities~~common stock involves a high degree of risk. ~~You~~Before ~~should~~making ~~carefully~~an ~~consider~~investment ~~and evaluate all of the information contained in this prospectus and in the documents we incorporate by reference into this prospectus before you decide to purchase our securities. In particular~~decision, you should ~~carefully~~review ~~consider and evaluate~~ the ~~risks~~information ~~and~~contained ~~uncertainties described~~ under the heading “Risk Factors” in our most recent Annual Report on Form 10-K, ~~which~~as issuch ~~incorporated~~risk byfactors ~~reference~~may ~~into~~be ~~this~~updated ~~prospectus.~~in ~~Any~~our ofsubsequent ~~the~~reports ~~risks~~filed ~~and~~with ~~uncertainties~~the ~~set~~SEC, ~~forth~~which ~~below~~are ~~and~~incorporated inby ~~the~~reference ~~Annual Report~~herein, and as ~~updated~~may bybe ~~annual~~amended, ~~quarterly~~supplemented ~~and~~or ~~other~~superseded ~~reports~~from ~~and~~time ~~documents~~to ~~that~~time by other reports we file with the SEC, and ~~incorporate~~other byinformation ~~reference~~in ~~into~~ this prospectus, orfor ~~any~~a ~~prospectus,~~discussion ~~could materially and adversely affect our business, results~~ of ~~operations and financial condition, which in turn could materially and adversely affect~~ the ~~value~~factors ofyou ~~any~~should ~~securities~~consider ~~offered~~before ~~by this prospectus. As a result,~~ you ~~could~~decide ~~lose~~to ~~all~~invest orin ~~part~~our ofcommon ~~your investment~~stock.

~~The~~For ~~sale~~a description of ~~our~~these ~~common~~reports ~~stock~~and toinformation ~~Lincoln~~about ~~Park~~where ~~may~~you ~~cause~~can ~~dilution~~find ~~and~~them, ~~the~~see ~~subsequent~~“Additional ~~sale~~Information” and “Incorporation of ~~the~~Certain ~~shares~~Information ofBy ~~common~~Reference.” ~~stock~~Additional ~~acquired~~risks bynot ~~Lincoln~~presently ~~Park,~~known or ~~the~~that ~~perception~~we ~~that~~presently ~~such~~consider ~~sales~~to ~~may~~be ~~occur,~~immaterial could ~~cause~~subsequently ~~the~~materially ~~price~~and ofadversely affect our ~~common~~financial ~~stock~~condition, toresults ~~fall~~of operations, business and prospects.

On June 11, 2025, we entered into the Purchase Agreement with Lincoln Park, pursuant to which Lincoln Park committed to purchase up to $12.5 million of our common stock (of which an aggregate of $2,460,136 of shares of common stock have already been issued and sold to Lincoln Park as of the date of this prospectus), and we issued the Commitment Shares. Other than the Commitment Shares, the shares of our common stock that may be issued under the Purchase Agreement may be sold by us to Lincoln Park from time to time at our discretion over a 24-month period beginning on the Commencement Date, which occurred on June 17, 2025. The purchase price for the shares that we may sell to Lincoln Park under the Purchase Agreement will vary based on the price of our common stock at the time we initiate the sale. Depending on market liquidity at the time, sales of such shares may cause the trading price of our common stock to fall.9

WeTable ~~generally have the right to control the timing and amount~~ of any future sales of our shares to Lincoln Park. Sales of shares of our common stock to Lincoln Park under the Purchase Agreement, if any, will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Lincoln Park all, some or none of the shares of our common stock that may be available for us to sell pursuant to the Purchase Agreement. If and when we do sell shares to Lincoln Park, after Lincoln Park has acquired the shares, Lincoln Park may resell all, some or none of those shares at any time or from time to time in its discretion. Therefore, sales to Lincoln Park by us could result in substantial dilution to the interests of other holders of our common stock. Additionally, the sale of a substantial number of shares of our common stock to Lincoln Park, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.Contents

ItCAUTIONARY isNOTE ~~not~~REGARDING ~~possible~~FORWARD-LOOKING ~~to predict the actual number of shares of common stock we may sell to Lincoln Park under the Purchase Agreement, or the actual gross proceeds resulting from those sales.~~ STATEMENTS

~~Because~~This prospectus and the ~~purchase~~documents ~~price~~incorporated ~~per~~by ~~share~~reference toherein becontain ~~paid~~forward-looking bystatements ~~Lincoln~~that ~~Park~~involve ~~for~~risks ~~the~~and ~~shares~~uncertainties. ofYou ~~common~~should ~~stock~~not ~~that~~place weundue ~~may~~reliance ~~elect~~on tothese ~~sell~~forward-looking tostatements. ~~Lincoln~~All ~~Park~~statements ~~under~~other than statements of historical fact contained in this prospectus and the ~~Purchase~~documents ~~Agreement,~~incorporated ifby ~~any,~~reference ~~will~~herein ~~fluctuate~~are forward-looking statements and are only predictions. We have based onthese ~~the~~forward-looking ~~market~~statements ~~prices~~largely ofon our ~~common~~current ~~stock~~expectations atand ~~the~~projections ~~time~~about future events and financial trends that we ~~elect~~believe tomay ~~sell~~affect ~~shares~~our tobusiness, ~~Lincoln~~financial ~~Park~~condition ~~pursuant~~and toresults ~~the~~of ~~Purchase~~operations. ~~Agreement~~In some cases, ifyou ~~any~~can identify these forward-looking statements by terms such as “anticipate,” it“believe,” is“can,” ~~not~~“continue,” ~~possible~~“could,” ~~for~~“depend,” us“estimate,” to“expect,” “intend,” “may,” “might,” “ongoing,” “plan,” “potential,” “predict,” as“project,” of“should,” “will,” “would” or the ~~date~~negative of ~~this~~those ~~prospectus~~terms ~~and~~or ~~prior~~other tosimilar ~~any~~expressions, ~~such~~although ~~sales,~~not ~~the~~all ~~number~~forward-looking ofstatements ~~shares~~contain ofthose ~~common~~words. ~~stock~~We ~~that~~have webased ~~will~~these ~~sell~~forward-looking tostatements ~~Lincoln~~on ~~Park~~our ~~under~~current ~~the~~expectations ~~Purchase~~and ~~Agreement,~~projections ~~the~~about ~~purchase~~future ~~price~~events ~~per~~and ~~share~~trends that ~~Lincoln~~we ~~Park~~believe ~~will~~may ~~pay~~affect ~~for~~our ~~shares~~financial ~~purchased~~condition, ~~from~~results usof ~~under~~operations, ~~the~~strategy, ~~Purchase~~short- ~~Agreement,~~and orlong-term ~~the~~business ~~aggregate~~operations ~~gross~~and ~~proceeds~~objectives, ~~that~~and wefinancial ~~will~~needs. ~~receive~~These ~~from~~forward-looking ~~those~~statements ~~purchases~~include, bybut ~~Lincoln~~are ~~Park~~not ~~under~~limited ~~the~~to, ~~Purchase~~statements ~~Agreement.~~concerning the following:

~~Moreover,~~• ~~although~~Market the Purchase Agreement provides that we may sell up to an aggregate of $12.5 million of our common stock to Lincoln Park, only 25,000,000 Purchase Shares are being registered under the Securities Act for resale by Lincoln Park under the registration statement of which this prospectus forms a part. We may elect to sell such Purchase Shares to Lincoln Park, in our sole discretion, from time to time from and after the Commencement Date under the Purchase Agreement.conditions;

If• ~~after~~Our ~~the~~capital Commencement Date we elect to sell to the selling stockholder all of the 25,000,000 shares of common stock being registered for resale by Lincoln Park under this prospectus that are available for sale by us to the selling stockholder under the Purchase Agreement, depending on the market prices of our common stock at the time of such sales, the actual gross proceeds from the sale of all such shares of common stock by us to Lincoln Park may be substantially less than the $10,039,864 total purchase commitment that remains available to us under the Purchase Agreement, which could materially adversely affect our liquidity.position;

•

Our ability to raise additional future financing and possible lack of financial and other resources, and our ability to continue to support and fund our pre-clinical and clinical development programs and growth of our business;

•

Our ability to continue as a going concern;

•

Our ability to regain (as applicable) and maintain compliance with the continued listing requirements of The Nasdaq Capital Market and maintain the listing of our common stock;

•

Our ability to compete effectively and with larger and/or better-financed biotechnology and pharmaceutical companies;

•

Our uncertainty of developing marketable products;

•

Our ability to develop and commercialize our products;

•

Our ability to obtain regulatory approvals;

•

Our ability and third-parties’ ability to maintain and protect intellectual property rights;

•

The effects and impacts of public health crises such as epidemics or outbreaks, which could significantly disrupt and have a materially adverse effect upon on our business, our clinical trials and our research programs; as well as on healthcare systems or the global economy as a whole;

•

The success of our clinical trials through all phases of clinical development, including the ability of our third-party suppliers or manufacturers to supply or manufacture our products on a timely, consistent basis in a manner sufficient and appropriate as is commensurate to meet our clinical trial timing, courses of treatment, and other requisite fulfillment considerations necessary to adequately advance our development programs;

•

Our ability to conduct and complete our clinical trials in accordance with projected timelines;

•

Any delays in regulatory review and approval of our current and future product candidates;

•

The effects of any strategic research and development prioritization initiatives, and any other strategic alternatives or other efforts that we take or may take in the future that are aimed at optimizing and re-focusing our diabetes, oncology and/or other clinical development programs including prioritization of resources, and the extent to which we are able to implement such efforts and initiatives successfully to achieve the desired and intended results thereof, including successful implementation of the separation of our diabetes clinical development program, including the anticipated benefits of the internal reorganization, the expected timing of the reorganization and/or if it is completed as contemplated or at all;

IfTable ~~we elect to issue and sell to Lincoln Park more than the 25,000,000 shares~~ of our common stock that we may elect to issue and sell to Lincoln Park under the Purchase Agreement that are being registered for resale by Lincoln Park hereunder, which we have the right, but not the obligation, to do, we must first file with the SEC one or more additional registration statements to register under the Securities Act for resale by Lincoln Park such additional shares of our common stock we wish to sell from time to time under the Purchase Agreement, which the SEC must declare effective, in each case before we may elect to sell any additional shares of our common stock to Lincoln Park under the Purchase Agreement. Any issuance and sale by us under the Purchase Agreement of a substantial amount of shares of common stock in addition to the 25,000,000 shares of common stock that we may elect to issue and sell to Lincoln Park under the Purchase Agreement that are being registered for resale by Lincoln Park hereunder could cause additional substantial dilution to our stockholders. The number of shares of our common stock ultimately offered for sale by Lincoln Park is dependent upon the number of shares of common stock, if any, we ultimately sell to Lincoln Park under the Purchase Agreement, and the sale of common stock under the Purchase Agreement may cause the trading price of our common stock to decline.Contents

~~Investors~~• ~~who~~Our ~~buy~~dependence ~~shares~~on atthird-party ~~different~~suppliers ~~times~~or ~~will~~manufacturers ~~likely~~to ~~pay~~supply ~~different~~or ~~prices,~~manufacture our key ingredients and/or ~~the~~raw ~~sale~~materials, ofproducts ~~the~~and/or ~~shares~~product ofcomponents ~~common~~and ~~stock~~successfully ~~acquired~~carry byout ~~Lincoln~~a ~~Park~~sustainable, ~~could~~reproducible ~~cause~~and ~~the~~scalable ~~price~~manufacturing ofprocess ~~our~~in ~~common~~accordance ~~stock~~with tospecifications ~~decline.~~ or applicable regulations;

~~Pursuant~~• toOur ~~the~~ability ~~Purchase Agreement, we will have discretion, subject~~ to ~~market~~control ~~demand,~~product todevelopment vary the timing, prices, and numbers of shares sold to Lincoln Park. If and when we do elect to sell shares of our common stock to Lincoln Park pursuant to the Purchase Agreement, after Lincoln Park has acquired such shares, Lincoln Park may resell all, some or none of such shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase shares from Lincoln Park in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from Lincoln Park in this offering as a result of future sales made by us to Lincoln Park at prices lower than the prices such investors paid for their shares in this offering. Further, the sale of a substantial number of shares of our common stock by Lincoln Park, or anticipation of such sales, could cause the trading price of our common stock to decline or make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise desire.costs;

We• ~~may~~Our ~~not~~ability ~~have access~~ to ~~the~~attract ~~full amount available under the Purchase Agreement with Lincoln Park. We may require additional financing to sustain our operations, without which we may not be able to continue operations,~~ and ~~the~~retain ~~terms~~key ~~of subsequent financings may adversely impact our stockholders.~~ employees;

We• ~~may~~Our ~~direct~~ability ~~Lincoln Park~~ to ~~purchase~~enter upinto tonew ~~$12.5~~strategic ~~million (of which $2~~collaborations,~~460,136~~ oflicensing our common stock has previously been issued and sold to Lincoln Park) worth of shares of our common stock in a Regular Purchase from time to time under the Purchase Agreement over a 24-month period beginning on the Commencement Date, generally in amounts up to 125,000 shares of our common stock, which may be increased to up to 150,000 shares or upother to 175,000 shares, in each case depending on the closing sale price of our common stock at the time of sale, provided that Lincoln Park’s maximum purchase obligation under any single Regular Purchase shall not exceed $500,000. Moreover, under certain circumstances as set forth in the Purchase Agreement, we may, in our sole discretion, also direct Lincoln Park to purchase additional shares of common stock in “accelerated purchases,” and “additional accelerated purchases” as set forth in the Purchase Agreement.arrangements;

~~Depending~~• onChanges the prevailing market price of our common stock, we may not be able to sell shares to Lincoln Park for the maximum $12.5 million over the term of the Purchase Agreement. Lincoln Park will not be required to purchase any shares of our common stock if such sale would result in ~~Lincoln~~government ~~Park’s~~regulation ~~beneficial~~affecting ~~ownership~~product ofcandidates ~~our~~that ~~common stock exceeding the Beneficial Ownership Cap. Our inability to access a portion or the full amount available under the Purchase Agreement, in the absence of any other financing sources,~~ could ~~have~~increase ~~a material adverse effect on~~ our ~~business.~~development costs;

•

Our involvement in patent, trademark and other intellectual property litigation that could be expensive and divert management’s attention;

•

The possibility that there may be no market acceptance for our products; and

•

Changes in third-party reimbursement policies which could adversely affect potential future sales of any of our products that are approved for marketing.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including the successful development and commercialization of our product candidates, market acceptance of our product candidates, our financial performance, including our ability to fund operations, our ability to maintain compliance with Nasdaq’s continued listing requirements, regulatory approval and regulation of our product candidates, our expected use of proceeds from this offering, and other factors and risks identified from time to time in our filings with the SEC, including this prospectus and those described in “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations.

You should read this prospectus and the documents that we reference and that are incorporated by reference in this prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

~~The~~Table ~~extent we rely on Lincoln Park as a source~~ of funding will depend on a number of factors including the prevailing market price of our common stock and the extent to which we are able to raise capital from other sources. Assuming a purchase price of $0.2585 per share (which represents the closing price of our common stock on September 11, 2025), the purchase by Lincoln Park of the entire 25,000,000 shares of common stock issuable under the Purchase Agreement being registered for resale by Lincoln Park hereunder would result in gross proceeds to us of approximately $6.4 million. If obtaining sufficient funding from Lincoln Park were to prove unavailable or prohibitively dilutive, we will need to secure another source of capital in order to satisfy our working capital needs. Even if we sell all $12.5 million of shares of our common stock to Lincoln Park under the Purchase Agreement, we will need to raise substantial additional capital to continue to fund our operations and execute our current business strategy.Contents

~~Our~~SHARES ~~management~~OFFERED will have broad discretion over the use of the net proceeds, if any, from sales of shares of our common stock to Lincoln Park, you may not agree with how we use the proceeds and the proceeds may not be used effectively. HEREBY

~~This~~Shares ~~prospectus~~Offered relates to shares of our common stock that may be offered and sold from time to time by Lincoln Park. We will not receive any proceeds upon the sale of shares by Lincoln Park. However, we may receive gross proceeds of up to $10,039,864 from the sale of shares being registered for resale under this prospectus under the Purchase Agreement to Lincoln Park (in addition to the $2,460,136 previously received from sales made pursuant to the Purchase Agreement prior to the date of this prospectus). The anticipated use of net proceeds from the sale of our common stock to Lincoln Park under the Purchase Agreement represents our intentions based upon our current plans and business conditions. Because we have not designated the amount of net proceeds from the sale of shares under the Purchase Agreement to be used for any particular purpose, our management will have broad discretion as to the use of the net proceeds from our sale of shares of common stock to Lincoln Park. Accordingly, you will be relying on the judgment of our management with regard to the use of those net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that, pending their use, we may invest those net proceeds in a way that does not yield a favorable, or any, return for us. Further, our management may use the net proceeds for corporate purposes that may not improve our financial condition or market value. The failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flows.Hereby

We are ~~currently~~registering ~~listed~~an onaggregate ~~The Nasdaq Capital Market. If we fail to regain and maintain compliance with the continued listing requirements~~ of ~~Nasdaq~~1,280,088 ~~our~~shares ~~common stock may be delisted and the price~~ of our common stock ~~and~~for ~~our~~sale ~~ability~~or toother ~~access~~disposition by the ~~capital~~Selling ~~markets~~Stockholders. ~~could~~The beshares ~~negatively~~covered ~~impacted.~~hereby consist of:

~~Our~~(i) ~~common stock is currently listed for trading on Nasdaq. On February 7~~487,244 ~~2025,~~shares weof ~~received~~our acommon ~~notice~~stock ~~from~~issuable ~~the~~upon ~~Listing Qualifications Staff (~~the ~~“Staff”)~~exercise of ~~The~~warrants ~~Nasdaq~~issued ~~Stock Market LLC (“Nasdaq”) indicating that we are not~~ in ~~compliance with the requirement under Nasdaq Listing Rule 5550(~~a~~)(2)~~ toprivate ~~maintain~~placement ~~a minimum bid price of $1.00 per share for continued listing on Nasdaq~~ (the “~~Bid~~First ~~Price~~Private ~~Requirement~~Placement”). We were provided a compliance period of 180 calendar days from the date of the notice, or until August 6, 2025, to regain compliance with the Bid Price Requirement, pursuant to Nasdaq Listing Rule 5810(c)(3)(A). On August 12, 2025, we received a letter from Nasdaq indicating that, ~~based~~closed upon our not having regained compliance with the Bid Price Requirement and our ineligibility for a second 180 calendar day compliance period, the Staff had determined to delist our securities from Nasdaq unless we timely request a hearing before the Nasdaq Hearings Panel (the “Panel”). Additionally, on ~~August~~October 1924, 2025, we received a letter from the Nasdaq Staff indicating that we were not in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market, under Listing Rule 5550(~~b)(1) (~~the “~~Minimum~~First ~~Stockholders’~~Private ~~Equity Requirement~~Warrants”), because our stockholders’ equity of $1,391,195 as reported in our Quarterly Report on Form 10-Q for the period ended June 30, 2025 was below the required minimum of $2.5 million, and because, as of August 19, 2025, we did not meet the alternative compliance standards relating to market value of listed securities or net income from continuing operations. The Staff indicated that this non-compliance with the Minimum Stockholders’ Equity Requirement serves as additional and separate basis for delisting our securities from Nasdaq. On August 19, 2025, we timely requested a hearing before the Panel. At the Panel hearing, we intend to request an extension within which to evidence compliance with the Bid Price Requirement and the Minimum Stockholders’ Equity Requirement, to present our views with respect to these deficiencies, and to submit and present our plan to regain compliance with all applicable requirements for continued listing on Nasdaq, including compliance with the Bid Price Requirement and the Minimum Stockholders’ Equity Requirement. Our request for a hearing has stayed any suspension or delisting action by the Staff pending the hearing and the expiration of any additional extension period granted by the Panel following the hearing. We intend to continue to take definitive steps in an effort to evidence compliance with the Bid Price Requirement and the Minimum Stockholders’ Equity Requirement and the other Nasdaq listing requirements; however, there can be no assurance that the Panel will grant our request for continued listing or that we will be able to evidence compliance with the Bid Price Requirement, the Minimum Stockholders’ Equity Requirement and the other Nasdaq listing requirements within any extension period that may be granted by the Panel or that we will be able to maintain compliance.;

(ii)

755,560 shares of our common stock issuable upon the exercise of warrants issued in a private placement (the “Second Private Placement” and together with the First Private Placement, the “Offerings”) that closed on October 29, 2025 (the “Second Private Warrants” and together with the First Private Warrants, the “Private Warrants”);

(iii)

14,617 shares of our common stock issuable upon the exercise of warrants (the “First Placement Agent Warrants”) issued in connection with the First Private Placement and concurrent registered direct financing transaction to H.C. Wainwright & Co., LLC (or its designees), our placement agent in connection with the Private Placements; and

(iv)

22,667 shares of our common stock issuable upon the exercise of warrants (the “Second Placement Agent Warrants” and together with the First Placement Agent Warrants, the “Placement Agent Warrants”, and the Placement Agent Warrants, together with the Private Warrants, the “Warrants”) issued in connection with the Second Private Placement and concurrent registered direct financing transaction to H.C. Wainwright & Co., LLC (or its designees), our placement agent in connection with the Private Placements.

For additional information on the transactions referenced above, please see “The Offering,” “Prospectus Supplement Summary—Recent Developments—October 2025 Registered Direct Offerings and Concurrent Private Placement Transactions”, “Additional Information” and “Incorporation of Certain Information by Reference.”

In connection with the transactions referenced above, on October 23, 2025, and October 28, 2025, we entered into the securities purchase agreements (the “Purchase Agreements”) with certain investors named therein (the “Purchasers”) pursuant to which we agreed to file one or more registration statements on Form S-1 covering the resale or other disposition of the shares of common stock covered hereby. Pursuant to the Purchase Agreements, we agreed, among other things, to: (i) file the registration statement of which this prospectus forms a part as soon as practicable (and in any event within 30 calendar days of the date of the applicable Purchase Agreement); (ii) use our commercially reasonable efforts to cause such registration statement to become effective within 60 calendar days following the date of the applicable Purchase Agreement (or within 90 calendar days following the date of the applicable Purchase Agreement in case of “full review” of such registration statement by the SEC); and (iii) to keep such registration statement effective at all times until no Purchaser owns any Warrants or warrant shares issuable upon exercise thereof.

WeTable ~~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. If we seek to implement a reverse stock split in order to remain listed on Nasdaq, the announcement or implementation of such a reverse stock split could negatively affect the price of our common stock and/or warrants. We will continue to monitor our stockholders’ equity and may, if appropriate, consider available options, including raising additional capital, to regain compliance with the Minimum Stockholders’ Equity Requirement. If we seek to raise additional capital through the issuance of equity, whether through this offering or other issuances of equity, the issuance may result in dilution, and the announcement or implementation of such fundraising could negatively affect the price of our securities.Contents

WeUSE ~~must~~OF satisfy Nasdaq’s continued listing requirements, including, among other things, a minimum stockholders’ equity of $2.5 million and a minimum closing bid price of $1.00 per share or risk delisting, which could have a material adverse effect on our business. If our common stock is delisted from Nasdaq, it could materially reduce the liquidity of our common stock and 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, customers and employees and fewer business development opportunities. If our common stock is 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.PROCEEDS

All of the shares of common stock offered by the Selling Stockholders pursuant to this prospectus will be sold or disposed of by the Selling Stockholders for their respective accounts. We will not receive any proceeds from the sale or other disposition of the shares of common stock covered hereby.

~~CAUTIONARY~~Table ~~NOTE~~of ~~CONCERNING FORWARD-LOOKING STATEMENTS~~Contents

~~This~~SELLING prospectus and the documents incorporated by reference herein contain forward-looking statements that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. All statements other than statements of historical fact contained in this prospectus and the documents incorporated by reference herein are forward-looking statements and are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. In some cases, you can identify these forward-looking statements by terms such as “anticipate,” “believe,” “can,” “continue,” “could,” “depend,” “estimate,” “expect,” “intend,” “may,” “might,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of those terms or other similar expressions, although not all forward-looking statements contain those words. We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short- and long-term business operations and objectives, and financial needs. These forward-looking statements include, but are not limited to, statements concerning the following:STOCKHOLDERS

●This ~~Market~~prospectus ~~conditions;~~covers the sale or other disposition by the Selling Stockholders of up to 1,280,088 shares of our common stock. The common stock being offered by the Selling Stockholders are those issuable to the Selling Stockholders, upon the exercise or conversion of other securities. For additional information regarding the issuances of those securities, see “The Offerings.” We are registering the shares of common stock in order to permit the Selling Stockholders to resell or otherwise dispose of the shares from time to time. The Selling Stockholders or any persons (entities or natural persons) who have control over the Selling Stockholders, except as disclosed below, have not held any position or office, or has otherwise had a material relationship, with us or any of our subsidiaries within the past three years other than as a result of the ownership of our common stock or other securities.

●The ~~Our~~table ~~capital~~below ~~position;~~lists the Selling Stockholders and other information regarding the beneficial ownership of our shares of common stock by each of the Selling Stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholder, based on its ownership of our shares of common stock and securities exercisable or convertible into shares of common stock, as of October 29, 2025, assuming exercise or conversion of any securities exercisable for or convertible into shares of common stock held by the Selling Stockholders on that date, without regard to any limitations on exercises or conversions. The third column lists the shares of common stock being offered by this prospectus by the Selling Stockholders. The fourth column lists the shares of common stock beneficially owned by the Selling Stockholders assuming the sale of all of the shares of common stock covered by this prospectus. The fifth column represents the percentage of our issued and outstanding shares of common stock to be beneficially owned by the Selling Stockholders assuming the sale of all of the shares of common stock covered by this prospectus based on the number of shares of common stock issued and outstanding as of November 19, 2025.

●This ~~Our~~prospectus ~~ability~~generally covers the resale or other disposition of the sum of (i) the number of shares of common stock issued to ~~raise~~the ~~additional~~Selling ~~future~~Stockholders ~~financing~~in the transactions described above and ~~possible~~(ii) the ~~lack~~maximum number of ~~financial~~shares ~~and~~of ~~other~~common ~~resources~~stock issuable upon exercise or conversion of related securities, determined as if the outstanding securities were exercised or converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and ~~our~~all ~~ability~~subject to ~~continue~~adjustment toas ~~support~~provided ~~and~~in ~~fund~~the ~~our~~securities ~~pre-clinical~~purchase ~~and~~agreements, ~~clinical~~without ~~development~~regard ~~programs~~to ~~and~~any ~~growth~~limitations on the exercise or conversion of ~~our~~such ~~business;~~securities.

●Under ~~Our~~the ~~ability~~terms of certain securities held by the Selling Stockholders, a Selling Stockholder may not exercise or convert such securities to ~~continue~~the asextent such exercise or conversion would cause such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a ~~going~~number ~~concern;~~of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise or conversion, excluding for purposes of such determination shares of common stock issuable upon exercise or conversion of such securities which have not been exercised or converted. The number of shares in the second and fourth columns do not reflect this limitation, but the percentages set forth in the fifth column give effect to such limitations. The Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

● Our ability to regain (as applicable) and maintain compliance with the continued listing requirements of The Nasdaq Capital Market and maintain the listing of our common stock;

● Our ability to compete effectively and with larger and/or better-financed biotechnology and pharmaceutical companies;

● Our uncertainty of developing marketable products;

● Our ability to develop and commercialize our products;

● Our ability to obtain regulatory approvals;

● Our ability and third-parties’ ability to maintain and protect intellectual property rights;

● The effects and impacts of public health crises such as epidemics or outbreaks, which could significantly disrupt and have a materially adverse effect upon our business, our clinical trials and our research programs, as well as on healthcare systems or the global economy as a whole;

● The success of our clinical trials through all phases of clinical development, including the ability of our third-party suppliers or manufacturers to supply or manufacture our products on a timely, consistent basis in a manner sufficient and appropriate as is commensurate to meet our clinical trial timing, courses of treatment, and other requisite fulfillment considerations necessary to adequately advance our development programs;

● Our ability to conduct and complete our clinical trials in accordance with projected timelines;

● Any delays in regulatory review and approval of our current and future product candidates;

● The effects of any strategic research and development prioritization initiatives, and any other strategic alternatives or other efforts that we take or may take in the future that are aimed at optimizing and re-focusing our diabetes, oncology and/or other clinical development programs including prioritization of resources, and the extent to which we are able to implement such efforts and initiatives successfully to achieve the desired and intended results thereof, including successful implementation of the separation of our diabetes clinical development program, including the anticipated benefits of the internal reorganization, the expected timing of the reorganization and/or if it is completed as contemplated or at all;

● Our dependence on third-party suppliers or manufacturers to supply or manufacture our key ingredients and/or raw materials, products and/or product components and successfully carry out a sustainable, reproducible and scalable manufacturing process in accordance with specifications or applicable regulations;

● Our ability to control product development costs;

● Our ability to attract and retain key employees;

● Our ability to enter into new strategic collaborations, licensing or other arrangements;

● Changes in government regulation affecting product candidates that could increase our development costs;

● Our involvement in patent, trademark and other intellectual property litigation that could be expensive and divert management’s attention;

●Table ~~The~~of ~~possibility that there may be no market acceptance for our products; and~~Contents

● Changes in third-party reimbursement policies which could adversely affect potential future sales of any of our products that are approved for marketing.

Name of Selling Stockholder	Shares Beneficially Owned prior to Offering	Shares Offered by this Prospectus	Shares Beneficially Owned after Offering	Percentage of Shares Beneficially Owned after Offering (%) ⁽¹⁾
3i, LP ⁽²⁾	147,614	139,562	8,052 ⁽³⁾	*
Alto Opportunity Master Fund B – Segregated Master Portfolio B ⁽⁴⁾	277,463	249,788	27,675 ⁽⁵⁾	1.19%
Bigger Capital Fund, LP ⁽⁶⁾	45,000	45,000	-	*
CVI Investments, Inc. ⁽⁷⁾	99,662	97,930	1,732 ⁽⁸⁾	*
District 2 Capital Fund LP ⁽⁹⁾	45,000	45,000	-	*
Intracoastal Capital, LLC ⁽¹⁰⁾	280,838	263,878	16,960 ⁽¹¹⁾	*
Iroquois Master Fund; Iroquois Capital Investment Group LLC ⁽¹²⁾	249,788	249,788	-	*
Lincoln Alternative Strategies LLC ⁽¹³⁾	227,787	151,858	75,929 ⁽¹⁴⁾	3.27%
Charles Worthman ⁽¹⁵⁾	395	374	21 ⁽¹⁶⁾	*
Noam Rubinstein ⁽¹⁵⁾	12,397	11,744	653 ⁽¹⁷⁾	*
Augustus Trading LLC ⁽¹⁸⁾	23,908	23,908	-	*
Wilson Drive Holdings LLC⁽¹⁹⁾	1,328	1,258	70 ⁽²⁰⁾	*

~~These~~* ~~forward-looking~~Represents ~~statements~~less ~~are~~than subject to a number of risks, uncertainties and assumptions, including the successful development and commercialization of our product candidates, market acceptance of our product candidates, our financial performance, including our ability to fund operations, our ability to maintain compliance with Nasdaq’s continued listing requirements, regulatory approval and regulation of our product candidates, our expected use of proceeds from this offering, and other factors and risks identified from time to time in our filings with the SEC, including this prospectus and those described in “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.1%

~~You~~(1) ~~should~~Percentage ~~not~~is ~~rely~~based ~~upon~~on ~~forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable~~2, ~~we cannot guarantee that the future results~~318,894 ~~levels~~shares of ~~activity,~~common ~~performance~~stock oroutstanding ~~events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except~~ as ~~required~~of byNovember ~~law~~19, ~~neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements~~2025. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations.

~~You~~(2) ~~should~~3i ~~read~~Management ~~this~~LLC ~~prospectus~~(“3i ~~and~~Management”), the ~~documents~~general ~~that~~partner weof ~~reference~~3i, LP (“3i”), has discretionary authority to vote and ~~that~~dispose ~~are~~of ~~incorporated~~the shares held by ~~reference~~3i and may be deemed to be the beneficial owner of these shares. Maier J. Tarlow, in ~~this~~his ~~prospectus~~capacity as each of manager of 3i Management and 3i, may also be deemed to have ~~filed~~investment ~~with~~discretion and voting power of the ~~SEC~~shares asheld ~~exhibits~~by to3i. ~~the~~3i ~~registration~~Management ~~statement~~and ofMr. ~~which~~Tarlow ~~this~~each ~~prospectus~~disclaim isbeneficial aownership ~~part~~of ~~with~~these shares except for the ~~understanding~~extent ~~that~~of ~~our~~their ~~actual~~pecuniary ~~future~~interest ~~results,~~therein. ~~levels~~The ofbusiness ~~activity,~~address ~~performance~~of ~~and~~this ~~events~~selling ~~and~~stockholder ~~circumstances~~is ~~may~~2 beWooster ~~materially~~Street, ~~different~~2nd ~~from~~Floor, ~~what~~New weYork, ~~expect~~NY 10013.

(3)	Consists of 8,052 shares of common stock not covered by this prospectus.

(4)

Ayrton Capital LLC (“Ayrton Capital”), the investment manager to Alto Opportunity Master Fund, SPC –Segregated Master Portfolio B (“Alto Opportunity”), has discretionary authority to vote and dispose of the shares held by Alto Opportunity and may be deemed to be the beneficial owner of these shares. Waqas Khatri, in his capacity as managing member of Ayrton Capital, may also be deemed to have investment discretion and voting power over the shares held by Alto Opportunity. Ayrton Capital and Mr. Khatri each disclaim any beneficial ownership of these shares. The business address of this selling stockholder is c/o Ayrton Capital, LP, 55 Post Road West, 2nd Floor, Westport, CT 06880

(5)	Consists of 27,675 shares of common stock not covered by this prospectus.

(6)	Michael Bigger, managing member of the general partner of Bigger Capital Fund, LP (“Bigger Capital”), may be deemed to be beneficial owner of the securities owned by Bigger Capital. The business address of this selling stockholder is 11700 West Charleston Boulevard 170-659, Las Vegas, NV 89135.

(7)

Heights Capital Management, Inc. (“Heights Capital”), the authorized agent of CVI Investments, Inc. (“CVI”), has discretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the beneficial owner of these shares. Martin Kobinger, in his capacity as investment manager of Heights Capital, may also be deemed to have investment discretion and voting power over the shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the shares. CVI is affiliated with one or more FINRA member, none of whom are currently expected to participate in the sale of shares, purchased by this selling stockholder in the Offerings, pursuant to this prospectus. The business address of this selling stockholder is c/o Heights Capital Management, Inc., 101 California Street, Suite 3250, San Francisco, CA 94111.

~~THE~~Table ~~LINCOLN~~of ~~PARK TRANSACTION~~Contents

~~This~~(8) ~~prospectus~~Consists ~~covers the resale by the selling stockholder~~ of ~~up to 25,000,000~~ shares ofunderlying ~~our common stock~~1,732 ~~if and when we determine to sell additional shares of our~~ common ~~stock~~warrants tonot ~~Lincoln~~covered ~~Park~~by ~~under~~this ~~the Purchase Agreement~~prospectus.

~~General~~(9) Michael Bigger, managing member of the general partner of District 2 Capital, LP (“District 2”) may be deemed to be beneficial owner of the securities owned by District 2. The business address of this selling stockholder is 14 Wall Street, 2nd Floor, Huntington NY 11743.

On(10) ~~June~~Mitchell ~~11,~~P. ~~2025,~~Kopin weand ~~entered~~Daniel ~~into the Purchase Agreement with Lincoln Park, pursuant to which Lincoln Park has committed to purchase up to $12~~B.5 ~~million of our common stock (of which an aggregate of $2~~Asher,~~460,136~~ ofeach ~~shares~~ of ~~common~~whom ~~stock~~are ~~have~~managers ~~already been issued and sold to Lincoln Park as~~ of ~~the~~Intracoastal ~~date~~Capital ofLLC ~~this prospectus~~(“Intracoastal”), ~~subject~~have toshared ~~certain~~voting ~~limitations~~control and ~~conditions~~investment ~~set~~discretion ~~forth~~over in the ~~Purchase~~securities ~~Agreement,~~reported atherein ~~our~~that ~~direction~~are inheld ~~our~~by ~~sole~~Intracoastal. ~~discretion~~As ~~from~~a ~~time to time during the 24 month period commencing from the Commencement Date~~result, ~~unless~~each ~~the~~of ~~Purchase~~Mr. ~~Agreement~~Kopin isand ~~terminated prior to such date~~Mr. ~~Pursuant~~Asher tomay ~~the~~be ~~Purchase~~deemed ~~Agreement we issued 1,186,859 Commitment Shares~~ to ~~Lincoln~~have ~~Park~~beneficial ownership (as ~~consideration~~determined ~~for~~under ~~its~~Section ~~commitment~~13(d) toof ~~purchase~~the ~~our~~Exchange ~~common~~Act) ~~stock~~of ~~from~~the ~~time~~securities toreported ~~time~~herein atthat ~~our~~are ~~direction~~held ~~under~~by ~~the Purchase Agreement~~Intracoastal. WeThe ~~may~~business ~~only~~address ~~receive additional proceeds~~ of upthis toselling ~~$10,039,864 from~~stockholder ~~our~~is ~~sale~~245 ofPalm ~~Purchase~~Trail, ~~Shares~~Delray ~~pursuant~~Beach, toFL ~~the Purchase Agreement~~33483.

~~On June~~ (11,) ~~2025,~~Consists ~~concurrently with our execution~~ of ~~the Purchase Agreement~~16,960 we entered into the Registration Rights Agreement, pursuant to which we filed with the SEC this registration statement that includes this prospectus to register for resale under the Securities Act, the shares of ~~our~~ common stock ~~that~~not ~~have~~covered ~~been~~by orthis ~~may be issued to Lincoln Park under the Purchase Agreement~~prospectus.

On(12) ~~June~~Richard 11Abbe, ~~2025, pursuant to~~ the ~~terms~~managing ofmember ~~the Purchase Agreement and the Registration Rights Agreement, we filed the Prior Registration Statement with the SEC to register up to 15,000,000 shares~~ of ~~common~~Iroquois ~~stock~~Master ~~that~~Fund ~~have~~Ltd. ~~subsequently~~(“Iroquois ~~been~~Master ~~issued~~Fund) and ~~sold~~of byIroquois usCapital toInvestment ~~Lincoln~~Group ~~Park,~~LLC ~~consisting of~~ (i)“Iroquois 13Capital”),~~813,141 shares~~ ofmay ~~common~~be ~~stock~~deemed ~~that we issued and sold~~ to ~~Lincoln~~be ~~Park~~the asbeneficial ~~Purchase~~owner ~~Shares,~~of ~~during~~ the ~~period~~securities ~~from~~owned ~~the~~by ~~Commencement~~Iroquois ~~Date~~Master ~~through~~Fund ~~the~~and ~~date~~Iroquois ofCapital. ~~this~~The ~~prospectus,~~business ~~for~~address anof ~~aggregate~~these ~~gross~~selling ~~proceeds~~stockholders ofis $2~~,460,136,~~ ~~and~~Overhill ~~(ii)~~Road 1Scarsdale,~~186,859~~ ~~shares~~Suite of400 ~~common stock that we issued to Lincoln Park on June 11~~Scarsdale, ~~2025~~NY ~~in consideration for Lincoln Park’s commitment to purchase shares of common stock at our direction under the Purchase Agreement~~10583.

~~The~~(13) ~~purpose~~Stephen Temes, the control person of ~~this~~Lincoln ~~registration~~Alternative ~~statement~~Strategies onLLC ~~Form~~(“Lincoln”), ~~S-1~~may isbe deemed to ~~register~~be anbeneficial ~~additional~~owner ~~25,000,000 shares~~ of ~~common~~the ~~stock~~securities ~~for~~owned ~~resale~~ by Lincoln. ~~Park~~The ~~pursuant~~business toaddress ~~the~~of ~~terms~~this ofselling ~~the~~stockholder ~~Purchase~~is ~~Agreement~~404 ~~and~~Washington ~~Registration~~Avenue ~~Rights~~# ~~Agreement~~660, Miami Beach, FL 33139.

We(14) ~~did~~Consists ~~not have the right to commence any sales~~ of ~~our common stock to Lincoln Park under the Purchase Agreement until all of the conditions set forth in the Purchase Agreement were satisfied~~75, ~~which~~929 we refer to in this prospectus as the commencement, or the Commencement Date. From and after the Commencement Date, which occurred on June 17, 2025, we may, from time to time and at our sole discretion for a period of up to 24-months, on any business day that we select on which the closing sales price of our common stock equals or exceeds $0.10 per share, direct Lincoln Park to purchase up to 125,000 shares of ~~our~~ common stock, ~~which~~not ~~amount~~covered ~~may~~by ~~be increased depending on the market price of our common stock at the time of sale, subject to a maximum commitment of $500,000 per purchase, which we refer to in~~ this prospectus ~~as “Regular Purchases~~.” In addition we may, in our sole discretion, also direct Lincoln Park to purchase additional shares of common stock in “accelerated purchases” and “additional accelerated purchases” as set forth in the Purchase Agreement.

We(15) ~~will~~The ~~control~~selling ~~the~~stockholder ~~timing~~is ~~and~~affiliated ~~amount~~with ofH.C. ~~any~~Wainwright ~~sales~~& ofCo., ~~our~~LLC, ~~common~~a ~~stock~~registered tobroker ~~Lincoln~~dealer ~~Park.~~with ~~The~~a ~~purchase~~registered ~~price~~address of ~~the~~H.C. ~~shares~~Wainwright of& ~~our~~Co., ~~common~~LLC, ~~stock~~430 ~~that~~Park ~~may~~Ave, be3rd ~~sold~~Floor, toNew ~~Lincoln Park in Regular Purchases~~York, ~~accelerated~~NY ~~purchases~~10022, and ~~additional~~has ~~accelerated~~sole ~~purchases~~voting ~~under~~and ~~the~~dispositive ~~Purchase~~power ~~Agreement~~over ~~will~~the besecurities ~~based~~held. onThe ~~the~~number ~~market prices~~ of ~~our~~shares ~~common~~beneficially ~~stock~~owned atprior orto ~~around~~this ~~the~~offering ~~time~~consist of ~~sale~~shares ~~and~~of ~~shall~~common bestock ~~calculated~~issuable asupon ~~set~~exercise ~~forth~~of inplacement ~~the~~agent ~~Purchase~~warrants ~~Agreement.~~(including ~~The~~the ~~purchase~~Placement ~~price~~Agent ~~per~~Warrants, ~~share~~which ~~will~~were bereceived ~~equitably adjusted~~ as ~~provided~~compensation in ~~the~~connection ~~Purchase~~with ~~Agreement~~the ~~for~~Offerings ~~any~~and ~~reorganization,~~concurrent ~~recapitalization,~~registered ~~non-cash~~direct ~~dividend~~transactions, ~~stock~~the ~~split,~~shares orunderlying ~~other~~which ~~similar~~are ~~transaction~~registered asfor ~~set~~resale ~~forth~~by in the ~~Purchase~~registration ~~Agreement.~~statement Weof ~~may~~which atthis ~~any~~prospectus ~~time~~is ina ~~our sole discretion terminate the Purchase Agreement without fee~~part), ~~penalty~~and orother ~~cost~~placement ~~upon~~agent ~~one~~warrants ~~business~~received ~~day~~in ~~notice.~~connection ~~Actual~~with ~~sales~~financing oftransactions ~~shares~~ of ~~Common Stock by~~ the Company prior to ~~Lincoln~~the ~~Park~~Offerings, ~~under~~ the ~~Purchase~~shares ~~Agreement~~underlying ~~will~~which ~~depend~~are onnot acovered ~~variety~~by ofthis ~~factors~~prospectus. toThe beselling ~~determined~~stockholder byacquired the ~~Company~~Placement ~~from~~Agent ~~time~~Warrants toin ~~time,~~the ~~including,~~ordinary ~~among~~course ~~others,~~of ~~market~~business ~~conditions~~and, at the ~~trading~~time ~~price of~~ the ~~Common~~Placement ~~Stock~~Agent ~~and~~Warrants ~~determinations~~were byacquired, the ~~Company~~selling asstockholder tohad ~~the~~no ~~appropriate~~agreement ~~sources~~or ofunderstanding, ~~funding~~directly ~~for~~or ~~the~~indirectly, ~~Company~~with ~~and~~any ~~its~~person ~~operations~~to distribute such securities.

(16)	Consists of 21 shares of common stock issuable upon the exercise of placement agent warrants not covered by this prospectus.

(17)	Consists of 653 shares of common stock issuable upon the exercise of placement agent warrants not covered by this prospectus.

(18)

The number of shares beneficially owned prior to this offering consist of shares of common stock issuable upon exercise of placement agent warrants which have been issued as compensation. Orsium Capital LLC (“Orsium”), the authorized agent to Augustus Trading LLC (“Augustus Trading”), has discretionary authority to vote and dispose of the securities held by Augustus Trading and may be deemed to be the beneficial owner of these securities. Olivier Morali, in his capacity as managing member of Orsium, may also be deemed to have investment discretion and voting power over the shares held by Augustus. Orsium and Mr. Morali each disclaim any beneficial ownership of these securities. The business address of this selling stockholder is 600 Lexington Ave, 32nd Floor, New York, NY 10022.

(19)

The number of shares beneficially owned prior to this offering consist of shares of common stock issuable upon exercise of placement agent warrants which have been issued as compensation. The securities are held by Wilson Drive Holdings LLC (“Wilson Drive”). Craig Schwabe is the managing member Wilson Drive and has the power to vote and dispose the securities held. The securities were acquired in the ordinary course of business and, at the time the securities were acquired, the selling stockholder had no agreement or understanding, directly or indirectly, with any person to distribute such securities. Mr. Schwabe is affiliated with H.C. Wainwright & Co., LLC, a registered broker-dealer, with a registered address of 430 Park Ave, 3rd Floor, New York, NY 10022.

(20)	Consists of 70 shares of common stock issuable upon the exercise of placement agent warrants not covered by this prospectus issued in connection with financing transactions prior to the Offerings.

AsTable of September 2, 2025, there were 42,905,339 shares of our common stock outstanding, of which 42,829,990 shares were held by non-affiliates, which includes the Commitment Shares we issued to Lincoln Park upon our execution of the Purchase Agreement. Although the Purchase Agreement provides that we may sell up to an aggregate of $12.5 million of our common stock to Lincoln Park (of which an aggregate of $2,460,136 of shares of common stock have already been issued and sold to Lincoln Park as of the date of this prospectus), only 25,000,000 shares of our common stock are being registered for resale under this prospectus, if and when we sell shares of our common stock to Lincoln Park under the Purchase Agreement. Depending on the market prices of our common stock at the time we elect to issue and sell shares of our common stock to Lincoln Park under the Purchase Agreement, we may need to register for resale under the Securities Act additional shares of our common stock in order to receive aggregate gross proceeds equal to the $12.5 million total commitment available to us under the Purchase Agreement. If all of the 25,000,000 shares of our common stock that may be sold to Lincoln Park in the future under the Purchase Agreement that are being registered for resale hereunder were issued and outstanding as of the date of this prospectus (without taking into account the Beneficial Ownership Cap described below), such shares of our common stock, taken together with the 1,186,859 Commitment Shares that we issued to Lincoln Park upon execution of the Purchase Agreement and outstanding as of the date of this prospectus, would represent approximately 37% of the total number of shares of our common stock outstanding and approximately 37% of the total number of outstanding shares held by non-affiliates of the Company, in each case as of September 2, 2025. If we elect to issue and sell to Lincoln Park under the Purchase Agreement more than the additional 25,000,000 shares of our common stock being registered for resale by Lincoln Park under this prospectus, which we have the right, but not the obligation, to do, we must first register for resale under the Securities Act any such additional shares of our common stock, which could cause additional substantial dilution to our stockholders. The number of shares of our common stock ultimately offered for resale by Lincoln Park is dependent upon the number of shares of our common stock we ultimately decide to sell to Lincoln Park under the Purchase Agreement.Contents

OnPLAN ~~August~~OF 15, 2025, we obtained shareholder approval to issue to Lincoln Park, pursuant to the Purchase Agreement, shares of our common stock, including the Commitment Shares, which exceed 5,561,445 shares, which was equal to 19.99% of the shares of our common stock outstanding immediately prior to the execution of the Purchase Agreement.DISTRIBUTION

The ~~Purchase~~Selling ~~Agreement~~Stockholders, ~~prohibits~~which usas ~~from~~used ~~directing~~herein ~~Lincoln~~includes ~~Park~~donees, topledgees, ~~purchase~~transferees ~~any~~or other successors-in-interest selling the shares of ~~our~~ common stock, ifor ~~those~~interests in the shares of ~~our~~ common stock received after the date of this prospectus from a Selling Stockholder as a gift, ~~when~~pledge, ~~aggregated~~partnership ~~with~~distribution ~~all~~or other ~~shares~~transfer, may, from time to time, sell, transfer or otherwise dispose of ~~our~~any or all of their shares of common stock ~~then~~or ~~beneficially~~interests ~~owned~~in bythe ~~Lincoln~~shares ~~Park~~of ~~and~~common ~~its~~stock ~~affiliates~~on any stock exchange, ~~would~~market ~~result~~or trading facility on which the shares are traded or in ~~Lincoln~~private ~~Park~~transactions. ~~having~~The ~~beneficial~~Selling ~~ownership,~~Stockholders atmay ~~any~~sell ~~single~~all ~~point~~or ina ~~time,~~portion of the shares of common stock held by them and offered hereby from time to time directly or through one or more ~~than~~underwriters, 4broker-dealers or agents.~~99%~~ If the shares of common stock are sold through underwriters or broker-dealers, the ~~then~~Selling ~~total~~Stockholders ~~outstanding~~will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of ~~our~~ common stock may be sold in one or more transactions at fixed prices, asat ~~calculated~~prevailing ~~pursuant~~market toprices ~~Section~~at ~~13(d)~~the time of the ~~Securities~~sale, ~~Exchange~~at ~~Act~~varying ofprices ~~1934,~~determined asat ~~amended,~~the time of sale or ~~the~~at ~~Exchange~~negotiated ~~Act,~~prices. ~~and~~These ~~Rule~~sales ~~13d-3~~may ~~thereunder~~be effected in transactions, which ~~limitation~~may weinvolve ~~refer~~crosses or block transactions, pursuant to asone ~~the~~or ~~Beneficial~~more ~~Ownership~~of ~~Cap.~~the following methods:

~~Issuances~~• ofon ~~our~~any ~~common~~national ~~stock~~securities toexchange ~~Lincoln Park under the Purchase Agreement will not affect the rights~~ or ~~privileges~~quotation ofservice ~~our~~on ~~existing~~which ~~stockholders, except that~~ the ~~economic~~securities ~~and~~may ~~voting interests of each of our existing stockholders will~~ be ~~diluted~~listed asor aquoted ~~result~~at ~~of any such issuance. Although~~ the ~~number~~time of shares of our common stock that our existing stockholders own will not decrease, the shares of our common stock owned by our existing stockholders will represent a smaller percentage of our total outstanding shares of our common stock after any such issuance of shares of our common stock to Lincoln Park under the Purchase Agreement. There are substantial risks to our stockholders as a result of the sale ~~and issuance of common stock to Lincoln Park under the Purchase Agreement. See “Risk Factors.”~~;

~~Purchase~~• ofin ~~Shares~~the ~~of our Common Stock Under~~ over-the-counter ~~Purchase Agreement~~market;

~~Regular~~• ~~Purchases~~in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

~~From~~• ~~and~~through ~~after~~ the ~~Commencement~~writing ~~Date,~~or onsettlement ~~any business day selected by the Company (and provided (i) the closing sale price~~ of ~~the~~options ~~common~~or ~~stock~~other ishedging ~~not less than the Floor Price (as defined in the Purchase Agreement as described below)~~transactions, ~~and~~whether (ii) all shares of common stock subject to all prior Regular Purchases, accelerated purchases and additional accelerated purchases initiated by the Company pursuant to the Purchase Agreement, as applicable, have been properly delivered to Lincoln Park in accordance with the Purchase Agreement), the Company may, by written notice delivered by us to Lincoln Park, direct Lincoln Park to purchase up to 125,000 shares of our common stock on such ~~business~~options ~~day~~are inlisted a Regular Purchase, provided, however, that the maximum number of shares we may sell to Lincoln Park in a Regular Purchase may be increased to up to (i) 150,000 shares of our common stock, provided that the closing sale price of our common stock is not below $0.35 on ~~the~~an ~~purchase~~options ~~date~~exchange and (ii)175,000 shares of our common stock, provided that the closing sale price of our common stock is not below $0.55 on the purchase date (such share amount limitation, the “Regular Purchase Share Limit”). In each case, Lincoln Park’s maximum commitment in any single Regular Purchase may not exceed $500,000. For purposes of the Purchase Agreement, “Floor Price” means, with respect to a Regular Purchase effected pursuant to the applicable terms thereof, $0.10, which shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction and, effective upon the consummation of any such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction, the Floor Price shall mean the lower of (i) the adjusted price and (ii) $0.50.otherwise;

•

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

•

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

•

an exchange distribution in accordance with the rules of the applicable exchange;

•

privately negotiated transactions;

•

short sales effected after the date the registration statement of which this prospectus is a part was declared effective by the SEC;

•

broker-dealers may agree with a selling stockholder to sell a specified number of such shares at a stipulated price per share;

•

a combination of any such methods of sale; and

•

any other method permitted pursuant to applicable law.

The aggregate proceeds to the Selling Stockholders from the sale of the shares of common stock offered by them will be the purchase price of the shares of common stock less discounts or commissions, if any. The Selling Stockholders reserve the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of shares of common stock to be made directly or through agents. We will not receive any of the proceeds from sales of shares by the Selling Stockholders.

~~The~~Table ~~purchase price per share for each such Regular Purchase will be equal to 95%~~ of ~~the lower of:~~Contents

●The Selling Stockholders may also sell shares of common stock under Rule 144 promulgated under the ~~lowest~~Securities ~~sale~~Act, ~~price~~if ~~for~~available, ~~our~~rather than under this prospectus. In addition, the Selling Stockholders may transfer the shares of common stock onby other means not described in this prospectus. If the ~~purchase~~Selling ~~date~~Stockholders ~~for~~effect such transactions by selling shares of ~~our~~common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the Selling Stockholders or commissions from purchasers of the shares of common stock; ~~and~~for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved but, except as set forth in a supplement to this prospectus to the extent required, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110).

●In ~~the~~connection ~~arithmetic~~with ~~average~~sales of the ~~three~~shares ~~lowest~~of ~~closing~~common ~~sale~~stock ~~prices~~or ~~for~~otherwise, ~~our~~the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock ~~during~~in the 10course ~~consecutive~~of ~~business~~hedging ~~days~~in ~~ending~~positions onthey ~~the~~assume. ~~business~~The ~~day~~Selling ~~immediately~~Stockholders ~~preceding~~may ~~the~~also ~~purchase~~sell ~~date~~shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The Selling Stockholders may also loan or pledge shares of ~~our~~common stock to broker-dealers that in turn may sell such shares. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares of common stock offered by this prospectus, which shares of common stock such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

~~Accelerated~~The ~~Purchases~~Selling Stockholders may pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as Selling Stockholders under this prospectus. The Selling Stockholders also may transfer and donate the shares of common stock in other circumstances as permitted by applicable law, in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

InTo ~~addition~~the toextent ~~Regular~~required ~~Purchases~~by ~~described~~the ~~above,~~Securities weAct ~~may~~and ~~also~~the ~~direct~~rules ~~Lincoln~~and ~~Park~~regulations thereunder, onthe ~~any~~Selling ~~Purchase~~Stockholders ~~Date~~and ~~for~~any abroker-dealer ~~Regular~~participating ~~Purchase~~in onthe ~~which~~distribution weof ~~have~~the ~~properly~~shares ~~submitted~~of acommon ~~Regular~~stock ~~Purchase~~may ~~notice~~be ~~directing~~deemed ~~Lincoln~~to ~~Park~~be to“underwriters” ~~purchase~~within the ~~maximum~~meaning ~~number~~ of ~~shares~~the ofSecurities ~~our~~Act. ~~common~~In ~~stock~~such ~~that~~event, weany ~~are~~commission ~~then~~paid, ~~permitted~~or toany ~~include~~discounts inor aconcessions ~~single~~allowed ~~Regular~~to, ~~Purchase~~any ~~notice~~such ~~(and~~broker-dealer ~~provided~~may ~~all~~be ~~shares~~deemed ofto ~~common~~be ~~stock~~underwriting ~~subject~~commissions toor ~~all~~discounts ~~prior~~under ~~Regular~~the ~~Purchases,~~Securities ~~Accelerated~~Act. ~~Purchases~~Selling ~~and~~Stockholders ~~Additional~~who ~~Accelerated~~are ~~Purchases~~deemed ~~effected prior~~ to ~~such~~be ~~Purchase~~“underwriters” ~~Date~~under ~~have~~the ~~been~~Securities ~~properly~~Act ~~delivered~~(if toany) ~~Lincoln~~will ~~Park~~be insubject ~~accordance~~to ~~with~~ the ~~Purchase~~prospectus ~~Agreement),~~delivery torequirements ~~purchase an additional amount~~ of ~~our~~the ~~common~~Securities ~~stock,~~Act ~~which~~and wemay ~~refer~~be subject to ascertain anstatutory ~~Accelerated~~liabilities ~~Purchase~~of, onincluding ~~the~~but ~~next~~not ~~business~~limited ~~day~~to, ~~following~~Sections ~~such Purchase Date for such corresponding Regular Purchase~~11, ~~which~~12 weand ~~refer~~17 toof as the ~~Accelerated~~Securities ~~Purchase~~Act ~~Date,~~and ~~not~~Rule to10b-5 ~~exceed~~under the ~~lesser~~Exchange ~~of:~~Act.

●Each ~~30%~~Selling ofStockholder ~~the~~has ~~aggregate~~informed ~~number~~us ofthat ~~shares~~it ofis ~~our~~not ~~common~~a ~~stock~~registered ~~traded~~broker-dealer ~~during~~and ~~all~~does not have any written or, iforal ~~certain~~agreement ~~trading~~or ~~volume~~understanding, directly or ~~market~~indirectly, ~~price~~with ~~thresholds~~any ~~specified~~person to engage in a distribution of the ~~Purchase~~shares ~~Agreement~~of ~~are~~common ~~crossed~~stock. onUpon us being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the ~~applicable~~distribution ~~Accelerated~~of ~~Purchase~~shares ~~Date~~of common stock, a prospectus supplement, if required, will be distributed, which will set forth the ~~portion~~aggregate amount of ~~the~~shares ~~normal~~of ~~trading~~common ~~hours~~stock onbeing ~~the~~distributed ~~applicable~~and ~~Accelerated~~the ~~Purchase~~terms ~~Date~~of ~~prior~~the tooffering, ~~such~~including ~~time~~the ~~that~~name ~~any~~or ~~one~~names of ~~such~~any ~~thresholds~~broker-dealers isor ~~crossed~~agents, ~~which~~any ~~period~~discounts, ofcommissions ~~time~~and onother terms constituting compensation from the ~~applicable~~Selling ~~Accelerated~~Stockholders ~~Purchase~~and ~~Date~~any wediscounts, ~~refer~~commissions toor asconcessions ~~the~~allowed ~~Accelerated~~or ~~Purchase~~re-allowed ~~Measurement~~or ~~Period;~~paid ~~and~~to broker-dealers.

●Under ~~300%~~the securities laws of some states, the ~~number~~shares of ~~purchase~~common ~~shares~~stock ~~purchased~~may ~~pursuant~~be tosold in such states only through registered or licensed brokers or dealers. In addition, in some states the ~~corresponding~~shares ~~Regular~~of ~~Purchase~~common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

The ~~purchase~~Selling ~~price~~Stockholders ~~per~~may ~~share~~sell ~~for~~all, some or none of the shares ~~subject~~of common stock registered pursuant to anthe ~~Accelerated~~registration ~~Purchase~~statement ~~will~~of bewhich ~~equal~~this toprospectus ~~95%~~forms a part. If sold under the registration statement of which this prospectus forms a part, the ~~lower~~shares of: common stock registered hereunder will be freely tradable in the hands of persons other than our affiliates that acquire such shares.

●We have advised the ~~volume~~Selling ~~weighted~~Stockholders ~~average~~that ~~price~~the anti-manipulation rules of ~~our~~Regulation M under the Exchange Act may apply to sales of shares of common stock ~~during~~in the ~~Accelerated~~market ~~Purchase~~and ~~Measurement~~to ~~Period~~the onactivities of the Selling Stockholder and its affiliates. In addition, to the extent applicable, ~~Accelerated~~we ~~Purchase~~will ~~Date;~~make ~~and~~copies of this prospectus (as it may be supplemented or amended from time to time) available to the Selling Stockholder for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The Selling Stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares of common stock against certain liabilities, including liabilities arising under the Securities Act.

● the closing sale price of our common stock on the applicable Accelerated Purchase Date.

Additional Accelerated Purchases

We may also direct Lincoln Park, by written notice delivered to Lincoln Park, not later than 1:00 p.m., eastern time, on the same Accelerated Purchase Date on which an Accelerated Purchase Measurement Period for an Accelerated Purchase has ended prior to such time (and provided all shares of common stock subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including those prior Accelerated Purchases and Additional Accelerated Purchases effected on the same Accelerated Purchase Date as the applicable Additional Accelerated Purchase have been properly delivered to Lincoln Park in accordance with the Purchase Agreement prior to such time), to purchase an additional amount of our common stock on such same Accelerated Purchase Date, which we refer to as an Additional Accelerated Purchase, of up to the lesser of:

● 30% of the aggregate number of shares of our common stock traded during the portion of the normal trading hours on the applicable Accelerated Purchase Date determined in accordance with the Purchase Agreement, which period of time on the applicable Accelerated Purchase Date we refer to as the Additional Accelerated Purchase Measurement Period; and

●Table ~~300%~~ of ~~the number of purchase shares purchased pursuant to the Regular Purchase corresponding to the Accelerated Purchase effected on such same Accelerated Purchase Date.~~Contents

~~The~~DESCRIPTION ~~purchase~~OF ~~price per share for the shares subject to an Additional Accelerated Purchase will be equal to 95% of the lower of:~~SECURITIES

● the volume weighted average price of our common stock during the applicable Additional Accelerated Purchase Measurement Period for such Additional Accelerated Purchase; and

● the closing sale price of our common stock on the applicable same Accelerated Purchase Date.

We may, in our sole discretion, submit multiple Additional Accelerated Purchase notices to Lincoln Park prior to 1:00 p.m., eastern time, on a single Accelerated Purchase Date, again provided all shares of common stock subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including those prior Accelerated Purchases and Additional Accelerated Purchases effected on the same Accelerated Purchase Date as the applicable Additional Accelerated Purchase have been properly delivered to Lincoln Park in accordance with the Purchase Agreement prior to such time.

In the case of Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, the purchase price per share will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during the business days used to compute the purchase price.

Other than as described above, there are no trading volume requirements or restrictions under the Purchase Agreement, and we will control the timing and amount of any sales of our common stock to Lincoln Park.

Suspension Events

Suspension events under the Purchase Agreement include the following:

● the effectiveness of the registration statement of which this prospectus forms a part lapses for any reason (including, without limitation, the issuance of a stop order), or any required prospectus supplement and accompanying prospectus are unavailable for the resale by Lincoln Park of our common stock offered hereby, and such lapse or unavailability continues for a period of 10 consecutive business days or for more than an aggregate of 30 business days in any 365-day period; ● suspension by our principal market of our common stock from trading for a period of one business day; ● the delisting of our common stock from Nasdaq, our principal market, provided our common stock is not immediately thereafter trading on the New York Stock Exchange, Nasdaq, the Nasdaq Global Market, the Nasdaq Global Select Market, the NYSE American, the NYSE Arca, or the OTCQX Best Market or the OTCQB Venture Market operated by OTC Markets Group Inc. (or any nationally recognized successor thereto); ● the failure of our transfer agent to issue to Lincoln Park shares of our common stock within two business days after the applicable date on which Lincoln Park is entitled to receive such shares of our common stock; ● any breach of the representations or warranties or covenants contained in the Purchase Agreement or Registration Rights Agreement that has or could have a material adverse effect on us and, in the case of a breach of a covenant that is reasonably curable, that is not cured within five business days; ● any voluntary or involuntary participation or threatened participation in insolvency or bankruptcy proceedings by or against us; ● if at any time we are not eligible to transfer our common stock electronically; or ● if at any time Lincoln Park’s broker is unable to accept Commitment Shares or Purchase Shares for deposit for reasons not within Lincoln Park’s control.

Following the Commencement Date, Lincoln Park does not have the right to terminate the Purchase Agreement upon any of the suspension events set forth above, although the Purchase Agreement would automatically terminate in the event of any voluntary or involuntary participation or threatened participation in insolvency or bankruptcy proceedings by or against us that are not discharged within 90 days. So long as a suspension event has occurred and is continuing, or if any event which, after notice and/or lapse of time, would reasonably be expected to become a suspension event has occurred and is continuing, we may not direct Lincoln Park to purchase any shares of our common stock under the Purchase Agreement.

Our Termination Rights

We have the unconditional right, at any time, for any reason and without any payment or liability to us, to terminate the Purchase Agreement upon one business day’s prior written notice to Lincoln Park. In the event of any voluntary or involuntary bankruptcy proceedings by or against the Company that are not discharged within 90 days, the Purchase Agreement would automatically terminate without any action of the Company or Lincoln Park. No termination of the Purchase Agreement will be effective during the pendency of any Regular Purchase, Accelerated Purchase or Additional Accelerated Purchase that has not then fully settled in accordance with the Purchase Agreement.

No Short-Selling or Hedging by Lincoln Park

Lincoln Park has represented to us that at no time prior to the time of execution of the Purchase Agreement has Lincoln Park or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO under the Exchange Act) of our Common Stock or any hedging transaction, which establishes a net short position with respect to our Common Stock. Lincoln Park agreed that during the term of the Purchase Agreement, it, its agents, representatives or affiliates will not enter into or effect, directly or indirectly, any of the foregoing transactions.

Prohibitions on Certain Transactions

Effect of Performance of the Purchase Agreement on Our Stockholders

All of the shares of our common stock being registered for resale hereunder which have been or may be issued or sold by us to Lincoln Park under the Purchase Agreement are expected to be freely tradable. It is anticipated that shares registered in this offering will be sold from time to time over a period of up to 24-months beginning on the Commencement Date. The sale by Lincoln Park of a significant amount of shares of our common stock registered in this offering at any given time could cause the market price of our common stock to decline and to be highly volatile. Sales of our common stock to Lincoln Park, if any, will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Lincoln Park all, some or none of the additional shares of our common stock that may be available for us to sell pursuant to the Purchase Agreement. If and when we do sell additional shares of our common stock to Lincoln Park, after Lincoln Park has acquired the shares of our common stock, Lincoln Park may resell all, some or none of those shares of our common stock at any time or from time to time in its discretion. Therefore, sales to Lincoln Park by us under the Purchase Agreement may result in substantial dilution to the interests of other holders of our common stock. In addition, if we sell a substantial number of shares of our common stock to Lincoln Park under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares of our common stock or the mere existence of our arrangement with Lincoln Park may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales. However, we have the right to control the timing and amount of any additional sales of our common stock to Lincoln Park and the Purchase Agreement may be terminated by us at any time at our discretion without any cost to us.

Pursuant to the terms of the Purchase Agreement, from and after the Commencement Date, we have the right, but not the obligation, from time to time to direct Lincoln Park to purchase up to $12.5 million of our common stock (of which as aggregate of $2,460,136 of shares of common stock have already been issued and sold to Lincoln Park as of the date of this prospectus). Depending on the price per share at which we sell our common stock to Lincoln Park pursuant to the Purchase Agreement, we may need to sell to Lincoln Park under the Purchase Agreement more shares of our common stock than are being offered under this prospectus in order to receive aggregate gross proceeds equal to the $10,039,864 remaining available to us under the Purchase Agreement. If we choose to do so, we must first register for resale under the Securities Act such additional shares of our common stock, which could cause additional substantial dilution to our stockholders. The number of shares of our common stock ultimately offered for resale by Lincoln Park under this prospectus is dependent upon the number of shares of our common stock we direct Lincoln Park to purchase under the Purchase Agreement.

The following table sets forth the amount of gross proceeds we would receive from Lincoln Park from our sale of common stock to Lincoln Park under the Purchase Agreement at varying purchase prices:

Assumed Average Purchase Price Per Share	Number of Registered Shares of our Common Stock to be Issued if Full Purchase(1)	Percentage of Outstanding Shares of our Common Stock After Giving Effect to the Issuance to Lincoln Park(2)	Gross Proceeds from the Sale of Shares of our Common Stock to Lincoln Park Under the Purchase Agreement(1)
$0.20	25,000,000	36.8%	$5,000,000
$0.2585(3)	25,000,000	36.8%	$6,462,500
$0.30	25,000,000	36.8%	$7,500,000
$0.35	25,000,000	36.8%	$8,750,000
$0.40	25,000,000	36.8%	$10,000,000
$0.40159	25,000,000	36.8%	$10,039,864

(1) Although the Purchase Agreement provides that we may sell up to $12.5 million of shares of our common stock to Lincoln Park (of which an aggregate of $2,460,136 of shares of common stock have already been issued and sold to Lincoln Park as of the date of this prospectus), only 25,000,000 Purchase Shares that we may issue to Lincoln Park as Purchase Shares from and after the date of this additional prospectus, if and when we elect to sell such Purchase Shares to Lincoln Park under the Purchase Agreement, are being registered under the Securities Act for resale by Lincoln Park under the registration statement that includes this prospectus, which may or may not cover all the additional shares of our common stock we ultimately sell to Lincoln Park under the Purchase Agreement, depending on the purchase price per share of our common stock. We may only receive additional proceeds of up to $10,039,864 from our sale of Purchase Shares pursuant to the Purchase Agreement. On August 15, 2025, we obtained shareholder approval to issue to Lincoln Park, pursuant to the Purchase Agreement, share of our common stock, including Commitment Shares, which exceed 5,561,445 shares, which was equal to 19.99% of the shares of our common stock outstanding immediately prior to the execution of the purchase agreement. The number of shares issued in this column does not give effect to the Beneficial Ownership Cap.

(2) The denominator is based on 42,905,339 shares of our common stock outstanding as of September 2, 2025, adjusted to include the number of shares of our common stock set forth in the adjacent column which we would have sold to Lincoln Park, assuming the purchase price in the adjacent column. The numerator is based on the number of shares of our common stock issuable under the Purchase Agreement at the corresponding assumed purchase price set forth in the adjacent column, without giving effect to the Beneficial Ownership Cap.

(3) The closing sale price per share of our common stock on September 11, 2025.

USE OF PROCEEDS

This prospectus relates to shares of our common stock that may be offered and sold from time to time by Lincoln Park. See “Plan of Distribution” elsewhere in this prospectus for more information. We are not selling any securities under this prospectus and we will not receive any proceeds from the sale of shares by Lincoln Park under this prospectus.

We may receive up to $10,039,864 (in addition to the $2,460,136 previously received from sales made pursuant to the Purchase Agreement prior to the date of this prospectus) in aggregate gross proceeds from sales of shares of our common stock we make to Lincoln Park under the Purchase Agreement. We may choose to sell fewer than $10,039,864 in shares of our common stock, or, due to the Beneficial Ownership Cap, we may not be able to sell all $10,039,864 in shares of our common stock under the Purchase Agreement, in which case we would raise less than $10,039,864 in aggregate gross proceeds under the Purchase Agreement. It is also possible that we do not sell any shares under the Purchase Agreement.

We will have broad discretion in the use of the net proceeds from any sale of shares of our common stock to Lincoln Park under the Purchase Agreement. Based upon our current plans and business conditions, we intend to use net proceeds from such sales for working capital and general corporate purposes, which may include capital expenditures, research and development expenditures, regulatory affairs expenditures, clinical trial expenditures, acquisitions of new technologies and investments, business combinations and the repayment, refinancing, redemption or repurchase of indebtedness or capital stock. We have not determined the amount of net proceeds to be used specifically for such purposes. The amounts and timing of our actual expenditures may vary significantly and will depend on numerous factors, including market conditions, cash generated or used by our operations, business developments and opportunities that may arise. We may find it necessary or advisable to use portions of the proceeds we receive from our sale of shares of common stock to Lincoln Park under the Purchase Agreement for other purposes. Pending the use of any net proceeds, we expect to invest the net proceeds in interest-bearing, marketable securities.

We will bear all of the costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus, including, without limitation, the registration and filing fees, printing fees, Nasdaq listing fees and fees and expenses of our counsel and our accountants, but all selling and other expenses incurred by the selling stockholder will be paid by the selling stockholder.

DILUTION

The sale of common stock to Lincoln Park pursuant to the Purchase Agreement will have a dilutive impact on our stockholders. In addition, the lower our stock price is at the time we elect to sell shares to Lincoln Park under the Purchase Agreement, the more shares of our common stock we will have to sell to Lincoln Park to achieve the same gross proceeds amount, in which case our existing stockholders would experience greater dilution.

The amount that Lincoln Park will receive for our common stock when resold pursuant to this prospectus will depend upon the timing of sales and will fluctuate based on the trading price of our common stock.

As of June 30, 2025, we had a historical net tangible book value of $1,391,195 million, or $0.04 per share of common stock, based on 33,145,048 shares of common stock outstanding at June 30, 2025. Our historical net tangible book value per share is the amount of our total tangible assets less our total liabilities, at June 30, 2025, divided by 33,145,048 shares of common stock.

After giving effect to the sale of 25,000,000 Purchase Shares to Lincoln Park pursuant to the Purchase Agreement at an assumed price of $0.2585 per share, the closing price of our common stock on Nasdaq on September 11, 2025, deducting estimated offering expenses of $170,891 payable by us, and without giving effect to the Beneficial Ownership Cap under the Purchase Agreement, our as adjusted net tangible book value as of June 30, 2025, would have been approximately $7.6 million, or $0.13 per share. This represents an immediate increase in the net tangible book value of $0.09 per share to our existing stockholders and an immediate dilution of $0.13 per share to new investors.

The following table illustrates this dilution on a per share basis:

Assumed public offering price per share			$	0.26
Net tangible book value per share of common stock as of June 30, 2025	0.04
Increase in net tangible book value per share attributable to this offering	$	0.09
As adjusted net tangible book value per share after this offering			$	0.13
Dilution per share to new investors purchasing shares in this offering			$	0.13

The foregoing table is based on 33,145,048 shares of our Common Stock outstanding as of June 30, 2025, and excludes, as of such date, the following:

● 283,573 shares of our common stock issuable upon the exercise of outstanding stock options at a weighted-average exercise price of $121.67 per share; ● 80,000 shares of our common stock underlying unvested restricted stock units; ● 1,981,079 shares of our common stock issuable upon the exercise of outstanding warrants at a weighted-average exercise price of $10.05 per share; ● 5,202 shares of our common stock reserved for issuance under our 2018 Employee Stock Purchase Plan; and ● 464,367 shares of our common stock reserved for issuance under our 2018 Equity Incentive Plan.

To the extent that outstanding options or warrants have been or may be exercised, new equity awards were or are issued, or we otherwise issued or issue additional shares of common stock, including in our “at the market” offering program, investors purchasing our common stock in this offering may experience further dilution.

SELLING STOCKHOLDER

This prospectus relates to the possible resale by the selling stockholder, Lincoln Park, of additional shares of our common stock that may be issued to Lincoln Park pursuant to the Purchase Agreement. We are filing the registration statement of which this prospectus is a part pursuant to the provisions of the Registration Rights Agreement, which we entered into with Lincoln Park on June 11, 2025 concurrently with our execution of the Purchase Agreement, in which we agreed to provide certain registration rights with respect to sales by Lincoln Park of the shares of our common stock that have been and may be issued to Lincoln Park under the Purchase Agreement.

Lincoln Park, as the selling stockholder, may, from time to time, offer and sell pursuant to this prospectus up to 25,000,000 Purchase Shares that we have issued or may issue to Lincoln Park. The selling stockholder may sell some, all or none of the shares of common stock. We do not know how long the selling stockholder will hold the shares of our common stock before selling them, and we currently have no agreements, arrangements or understandings with the selling stockholder regarding the sale of any of the shares of common stock. See “Plan of Distribution.”

The table below sets forth, to our knowledge, information concerning the beneficial ownership of shares of our common stock by the selling stockholder as of September 12, 2025. The percentages of shares owned before and after the offering are based on 42,905,339 shares of common stock outstanding as of September 12, 2025. The information in the table below with respect to the selling stockholder has been obtained from the selling stockholder. Other than as described under “The Lincoln Park Transaction,” above, neither Lincoln Park nor any of its affiliates has held a position or office, or had any other material relationship, with us or any of our predecessors or affiliates. Beneficial ownership is determined in accordance with Section 13(d) of the Exchange Act and Rule 13d-3 thereunder.

Throughout this prospectus, when we refer to the shares of common stock being offered for resale by the selling stockholder through this prospectus, we are referring to the shares of common stock that have been and may be issued and sold by us to Lincoln Park pursuant to the Purchase Agreement, unless otherwise indicated.

Number of Shares of common stock Owned Prior to Offering(2)

Maximum Number of Shares of common stock to be Offered

Number of Shares of common stock Owned After Offering(5)

Name of Selling Stockholder

Number(3)

Percent

Pursuant to this Prospectus(4)

Number

Percent

Lincoln Park Capital Fund, LLC(1)

774,889

1.8

25,000,000

(1) Josh Scheinfeld and Jonathan Cope, the Managing Members of Lincoln Park Capital, LLC, the manager of Lincoln Park Capital Fund, LLC, are deemed to be beneficial owners of all of the shares of common stock owned by Lincoln Park Capital Fund, LLC. Messrs. Cope and Scheinfeld have shared voting and investment power over the shares being offered under this prospectus. Neither Lincoln Park Capital, LLC nor Lincoln Park Capital Fund, LLC is a licensed broker dealer or an affiliate of a licensed broker dealer.

(2) In accordance with Rule 13d-3(d) of the Exchange Act, we have excluded from the number of shares beneficially owned prior to this offering all the shares of common stock that we may issue and sell to Lincoln Park under the Purchase Agreement from and after the date of this prospectus that are being registered for resale under the registration statement of which this prospectus forms a part, because the issuance of such shares is solely at our discretion and is subject to certain conditions, the satisfaction of all of which are outside of Lincoln Park’s control, including the registration statement of which this prospectus forms a part becoming and remaining effective. Furthermore, under the terms of the Purchase Agreement, issuances and sales of shares of our common stock to Lincoln Park are subject to certain limitations on the amounts we may sell to Lincoln Park at any time, including the Beneficial Ownership Cap. See the description under the heading “The Lincoln Park Transaction” for more information about the Purchase Agreement.

(3) Represents shares of common stock acquired by Lincoln Park pursuant to the Purchase Agreement, which had not been resold by Lincoln Park as of the date of this prospectus. The resale of such shares of common stock by Lincoln Park was registered under the Securities Act under the Prior Registration Statement, and therefore such shares are not included in the shares being registered for resale under the registration statement of which this prospectus forms a part.

(4) Assumes issuance of the maximum 25,000,000 shares being registered hereby. Although the Purchase Agreement provides that we may sell up to $12.5 million in shares of our common stock to Lincoln Park (of which an aggregate of $2,460,136 of shares of common stock have already been issued and sold to Lincoln Park as of the date of this prospectus), only 25,000,000 Purchase Shares that we may issue to Lincoln Park as Purchase Shares from and after the date of this prospectus, if and when we elect to sell such Purchase shares to Lincoln Park are being registered under the Securities Act for resale by Lincoln Park under the registration statement that includes this prospectus. Depending on the price per share at which we sell our common stock to Lincoln Park pursuant to the Purchase Agreement, we may need to sell to Lincoln Park under the Purchase Agreement more shares of our common stock than are offered under this prospectus to receive aggregate gross proceeds equal to the $12.5 million total commitment of Lincoln Park under the Purchase Agreement. If we choose to do so, we must first register for resale under the Securities Act such additional shares. The number of shares ultimately offered for resale by Lincoln Park will depend upon the number of shares we elect to sell to Lincoln Park under the Purchase Agreement.

(5) Assumes the sale by Lincoln Park of all 25,000,000 shares of our common stock registered hereby and the sale by Lincoln Park of all 15,000,000 shares registered by the Prior Registration Statement, although the selling stockholder is under no obligation known to us to sell any shares of common stock at any particular time.

PLAN OF DISTRIBUTION

The shares of our common stock offered by this prospectus are being offered by the selling stockholder, Lincoln Park Capital Fund, LLC. The shares may be sold or distributed from time to time by the selling stockholder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of our common stock offered by this prospectus could be effected in one or more of the following methods:

• ordinary brokers’ transactions;

• transactions involving cross or block trades;

• through brokers, dealers, or underwriters who may act solely as agents;

• “at the market” into an existing market for the shares of our common stock;

• in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents;

• in privately negotiated transactions; or

• any combination of the foregoing.

In order to comply with the securities laws of certain states, if applicable, the shares of our common stock offered by this prospectus may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares of our common stock offered by this prospectus may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with. Lincoln Park is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

Lincoln Park has informed us that it intends to use an unaffiliated broker-dealer to effectuate all sales, if any, of our common stock that it has acquired and may in the future acquire from us pursuant to the Purchase Agreement. Such sales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such unaffiliated broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. Lincoln Park has informed us that each such broker-dealer will receive commissions from Lincoln Park that will not exceed customary brokerage commissions.

Brokers, dealers, underwriters or agents participating in the distribution of the shares of our common stock offered by this prospectus may receive compensation in the form of commissions, discounts, or concessions from the selling stockholder and/or the purchasers, for whom the broker-dealers may act as agent. The compensation paid to any such particular broker-dealer may be less than or in excess of customary commissions. Neither we nor Lincoln Park can presently estimate the amount of compensation that any agent will receive from the selling stockholder or from any purchasers of shares of our common stock sold by Lincoln Park.

We know of no existing arrangements between Lincoln Park or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares of our common stock offered by this prospectus.

We may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement that includes this prospectus to amend, supplement or update information contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of shares of our common stock offered by this prospectus by the selling stockholder, including the names of any brokers, dealers, underwriters or agents participating in the distribution of such shares of our common stock by the selling stockholder, any compensation paid by Lincoln Park to any such brokers, dealers, underwriters or agents, and any other required information.

We will pay the expenses incident to the registration under the Securities Act of the offer and sale of the shares of our common stock included in this prospectus by Lincoln Park. We estimate that the total expenses for the offering will be approximately $180,712. We have agreed to indemnify Lincoln Park and certain other persons against certain liabilities in connection with the offering of shares of our common stock offered by this prospectus, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Lincoln Park has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by Lincoln Park specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities.

Lincoln Park has represented to us that at no time prior to the Purchase Agreement has Lincoln Park or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common stock or any hedging transaction, which establishes a net short position with respect to our common stock. Lincoln Park agreed that during the term of the Purchase Agreement, it, its agents, representatives or affiliates will not enter into or effect, directly or indirectly, any of the foregoing transactions.

We have advised Lincoln Park that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the selling stockholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.

This offering will terminate on the earlier of (i) termination of the Purchase Agreement or (ii) the date that all shares of our common stock offered by this prospectus have been sold by Lincoln Park.

DESCRIPTION OF OUR SECURITIES TO BE REGISTERED

The following description of our capital stock and provisions of our Amended and Restated Certificate of Incorporation, as amended (“Certificate of Incorporation”), and Amended and Restated Bylaws, as amended (“Bylaws” and together with the Certificate of Incorporation, the “Charter Documents”), is only a summary. You should also refer to our Certificate of Incorporation, a copy of which is filed as an exhibit to the registration statement of which this prospectus is a part, and our Bylaws, a copy of which is filed as an exhibit to the registration statement of which this prospectus is a part.

The securities to be registered on this registration statement on Form S-1 include up to an aggregate amount of 25,000,000 shares of our common stock. As of September 2, 2025, there were 42,905,339 shares of our common stock issued and outstanding, including the Commitment Shares. The authorized and unissued shares of common stock and the authorized and undesignated shares of preferred stock are available for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange on which our securities may be listed. Unless approval of our stockholders is so required, our board of directors (“Board of Directors”) does not intend to seek stockholder approval for the issuance and sale of our common stock or preferred stock.

General

Our Certificate of Incorporation authorizes the issuance of up to 200,000,000 shares of common stock, par value $0.001 per share, and up to 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). As of ~~September~~November 219, 2025, there were 422,~~905~~318,~~339~~894 shares of common stock issued and outstanding and no shares of Preferred Stock issued and outstanding.

As of ~~September~~November 1119, 2025, there were ~~175~~ 174 shareholders of record of our common stock. The actual number of holders of our common stock is greater than this number of record holders, and includes shareholders who are beneficial owners, but whose shares are held in street name by brokers or held by other nominees. This number of holders of record also does not include shareholders whose shares may be held in trust by other entities.

Common Stock

Voting Rights. Holders of the Company’s common stock are entitled to one vote per share on each matter properly submitted to the stockholders of the Company for their vote; provided, however, that except as otherwise required by law, that holders of common stock are not entitled to vote on any amendments to the Certificate of Incorporation relating solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series of Preferred Stock are entitled, either separately or together as a class with the holders of one or more other series of Preferred Stock to vote thereon by law or pursuant to the Certificate of Incorporation. The Company’s Charter Documents do not provide for cumulative voting in the election of directors.

~~Dividend Rights.~~ Holders of the Company’s common stock are entitled, ~~subject~~to one vote per share on each matter properly submitted to the ~~rights~~stockholders of the Company for their vote; provided, ~~privileges~~however, ~~restrictions~~that ~~and~~except ~~conditions~~as ~~attaching~~otherwise torequired ~~any~~by ~~other~~law, ~~class~~that holders of ~~shares~~common ~~ranking~~stock inare ~~priority~~not entitled to ~~the~~vote ~~common~~on ~~stock,~~any amendments to ~~receive~~the ~~any~~Certificate ~~dividend~~of ~~declared~~Incorporation byrelating ~~the~~solely ~~Company’s~~to ~~Board~~the terms of ~~Directors~~one ~~out~~or more outstanding series of ~~the~~Preferred ~~Company’s~~Stock ~~assets~~if ~~which~~the ~~are~~holders ~~legally~~of ~~available.~~such ~~Such~~affected ~~dividends~~series ~~may~~of bePreferred ~~paid~~Stock inare ~~cash~~entitled, ineither ~~property,~~separately or intogether ~~shares~~as ofa class with the ~~Company’s~~holders ~~capital~~of ~~stock,~~one ~~subject~~or tomore ~~the~~other ~~provisions~~series of Preferred Stock to vote thereon by law or pursuant to the Certificate of Incorporation. ~~and~~The ~~applicable~~Company’s ~~law~~Charter Documents do not provide for cumulative voting in the election of directors.

Dividend Rights

Holders of the Company’s common stock are entitled, subject to the rights, privileges, restrictions and conditions attaching to any other class of shares ranking in priority to the common stock, to receive any dividend declared by the Company’s Board of Directors out of the Company’s assets which are legally available. Such dividends may be paid in cash, in property, or in shares of the Company’s capital stock, subject to the provisions of the Certificate of Incorporation and applicable law.

The Company has never declared or paid cash dividends on its capital stock. The Company currently intends to retain all available funds and any future earnings for use in the operation of its business and does not anticipate paying any dividends on the Company’s common stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of the Company’s Board of Directors and will depend on, among other factors, the Company’s financial condition, operating results, capital requirements, contractual restrictions, general business conditions and other factors that the Company’s Board of Directors may deem relevant.

Liquidation Rights. Upon the Company’s liquidation, dissolution or winding-up, holders of the Company’s common stock are entitled to share in all assets remaining after payment of all liabilities and the liquidation preferences of any of the Company’s outstanding shares of Preferred Stock.19

27Table of Contents

~~Preemptive,~~Liquidation ~~Conversion and Subscription~~ Rights~~. Holders of the Company’s common stock have no preemptive, conversion or subscription rights.~~

Upon the Company’s liquidation, dissolution or winding-up, holders of the Company’s common stock are entitled to share in all assets remaining after payment of all liabilities and the liquidation preferences of any of the Company’s outstanding shares of Preferred Stock.

Preemptive, Conversion and Subscription Rights

Holders of the Company’s common stock have no preemptive, conversion or subscription rights.

Preferred Stock

Under our Certificate of Incorporation, our Board of Directors has the authority, without further action by stockholders, to designate one or more series of preferred stock and to fix the voting powers, designations, preferences, limitations, restrictions, and relative rights granted to or imposed upon the preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation preference, and sinking fund terms, any or all of which may be preferential to or greater than the rights of the common stock.

The authority possessed by our Board of Directors to issue preferred stock could potentially be used to discourage attempts by third parties to obtain control of our company through a merger, tender offer, proxy contest, or otherwise by making such attempts more difficult or more costly. Our Board of Directors may issue preferred stock with voting rights, conversion rights, and other rights that, if exercised, could adversely affect the voting power of the holders of common stock.

Anti-Takeover Effects of Our Charter Documents and Delaware Law

Set forth below is a summary of the provisions of the Company’s Certificate of Incorporation and Bylaws and the Delaware General Corporation Law (“DGCL”) that could have the effect of delaying or preventing a change in control of the Company. The following description is only a summary, and it is qualified by reference to the Certificate of Incorporation, Bylaws and relevant provisions of the DGCL.

Delaware Anti-Takeover Law

The Company is subject to Section 203 of the DGCL (“Section 203”) which generally prohibits a publicly held Delaware corporation from engaging in a “business combination” transaction with an “interested stockholder” for a period of three years following the time that such stockholder became an interested stockholder, unless:

●• prior to the date of the transaction the Board of Directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

●• upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (1) by persons who are directors and also officers and (2) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

●• at or subsequent to the date of the transaction, the business combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66-2/3% of the outstanding voting stock which is not owned by the interested stockholder.

Section 203 defines a “business combination” to include:

●• any merger or consolidation involving the corporation and the interested stockholder;

● any sale, lease, exchange, mortgage, transfer, pledge or other disposition (in one transaction or a series of transactions) involving the interested stockholder of assets of the corporation or of any direct or indirect majority-owned subsidiary of the corporation which assets have an aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the corporation;20

●Table ~~subject to exceptions, any transaction that results in the issuance or transfer by the corporation~~ of ~~any stock of the corporation to the interested stockholder;~~Contents

●• ~~subject~~any tosale, ~~exceptions~~lease, ~~any~~exchange, ~~transaction~~mortgage, ~~involving~~transfer, ~~the~~pledge ~~corporation~~or ~~that~~other ~~has~~disposition ~~the~~(in ~~effect~~one transaction or a series of ~~increasing~~transactions) involving the ~~proportionate~~interested ~~share~~stockholder of assets of the ~~stock~~corporation or of any ~~class~~direct or ~~series~~indirect majority-owned subsidiary of the corporation ~~beneficially~~which ~~owned~~assets byhave an aggregate market value equal to 10% or more of either the ~~interested~~aggregate ~~stockholder;~~market value of all the assets of the corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the corporation;

●• ~~the~~subject ~~receipt~~to byexceptions, ~~the~~any ~~interested~~transaction ~~stockholder~~that ofresults in the ~~benefit~~issuance ofor ~~any~~transfer ~~loans,~~by ~~advances,~~the ~~guarantees,~~corporation ~~pledges~~of orany ~~other~~stock ~~financial~~of ~~benefits~~the ~~provided~~corporation byto ~~or through~~ the ~~corporation.~~interested stockholder;

28• subject to exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or

•

the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

In general, Section 203 defines an “interested stockholder” a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, owned 15% or more of a corporation’s outstanding voting securities.

Certificate of Incorporation and Bylaws

Board of Directors Vacancies

The Company’s Charter Documents provide that, except as otherwise required by law, and subject to the rights of the holders of any series of Preferred Stock, all vacancies, and any newly created directorships, unless the Board of Directors determines that any such vacancies or newly created directorships shall be filled by the stockholders, shall, be filled only by the affirmative vote of a majority of directors then in office, even if less than a quorum. Further, the Company’s directors may only be removed with cause and by the affirmative vote of the holders of at least 66-2/3% of the voting power of all of the Company’s then outstanding capital stock. In addition, pursuant to the Company’s Certificate of Incorporation, the number of directors constituting the Company’s Board of Directors may be changed only by resolution of the Company’s Board of Directors.

Limits on Ability of Stockholders to Act by Written Consent or Call a Special Meeting

The Company’s Charter Documents require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and not be taken by written consent. In addition, pursuant to the Company’s Bylaws, special meetings of the Company’s stockholders may be called only by the chairman of the board, the Company’s Chief Executive Officer or by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors.

Stockholder Proposals

The Company’s Bylaws provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner and also specify requirements as to the form and content of a stockholder’s notice. These advance notice procedures may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed and may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempt to obtain control of our company.

Staggered Board

The Company’s Charter Documents provide that the Company’s Board of Directors shall be divided into three classes and that directors shall be elected for a term of three years. Our classified Board of Directors may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us because it generally makes it more difficult for stockholders to replace a majority of the directors.

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Issuance of Undesignated Preferred Stock

As discussed above, our Board of Directors has the ability to designate and issue preferred stock with voting or other rights or preferences that could deter hostile takeovers or delay changes in our control or management.

No Cumulative Voting

The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless our certificate of incorporation provides otherwise. Our Charter Documents do not expressly provide for cumulative voting. Without cumulative voting, a minority stockholder may not be able to gain as many seats on our Board of Directors as the stockholder would be able to gain if cumulative voting were permitted. The absence of cumulative voting makes it more difficult for a minority stockholder to gain a seat on our Board of Directors to influence our Board of Directors’ decision regarding a takeover.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is VStock Transfer, LLC.

Stock Market Listing

Our common stock is listed on The Nasdaq Capital Market under the symbol “GNPX.”

2922

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LEGAL MATTERS

The validity of the ~~issuance~~shares of ~~the~~our ~~securities~~common ~~offered~~stock covered by ~~us in~~ this ~~offering~~prospectus will be passed upon for us by Lowenstein Sandler LLP, New York, NYNew York.

EXPERTS

The consolidated financial statements of Genprex, Inc. appearing in Genprex, Inc.’s Annual Report (Form 10-K) for the years ended December 31, 2024 and 2023, have been audited by WithumSmith+Brown, PC, as set forth in their report therein, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

~~WHERE YOU CAN FIND MORE INFORMATION~~ 23

WeTable ~~are subject to the periodic reporting requirements~~ of the Exchange Act, and we will file periodic reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information are available at www.sec.gov. We maintain a website at www.genprex.com. We have not incorporated by reference into this prospectus the information contained in, or that can be accessed through, our website, and you should not consider it to be a part of this prospectus. You may access our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. You may also request a copy of these filings (other than exhibits to these documents unless the exhibits are specifically incorporated by reference into these documents or referred to in this prospectus), at no cost, by writing us at 3300 Bee Cave Road, #650-227, Austin, TX 78746 or contacting us at (877) 774-4679.Contents

WeADDITIONAL have filed with the SEC a registration statement under the Securities Act relating to the offering of these securities. The registration statement, including the attached exhibits, contains additional relevant information about us and the securities. This prospectus does not contain all of the information set forth in the registration statement. You may review a copy of the registration statement and any documents incorporated by reference herein through the SEC’s website at www.sec.gov.INFORMATION

~~INCORPORATION~~We OFhave ~~DOCUMENTS~~filed BYwith ~~REFERENCE~~the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities offered by this prospectus. Pursuant to SEC rules, this prospectus, which is part of the registration statement, omits certain information, exhibits, schedules and undertakings set forth in the registration statement. For further information pertaining to us and our securities, reference is made to our SEC filings and to the registration statement and the exhibits and schedules to the registration statement of which this prospectus forms a part. Statements contained in this prospectus as to the contents or provisions of any documents referred to in this prospectus are not necessarily complete, and in each instance where a copy of the document has been filed as an exhibit to the registration statement, reference is made to the exhibit for a more complete description of the matters involved.

~~The~~In ~~SEC allows us to “incorporate by reference” information into this document~~addition, ~~which~~registration ~~means~~statements ~~that~~and wecertain ~~can~~other ~~disclose~~filings ~~important~~made ~~information~~with tothe ~~you~~SEC byelectronically ~~referring~~are ~~you~~publicly toavailable ~~another~~through ~~document~~the ~~filed~~SEC’s ~~separately~~web ~~with~~site ~~the~~at ~~SEC~~http://www.sec.gov. The ~~information~~registration ~~incorporated~~statement, byincluding ~~reference~~all isexhibits anand ~~important~~amendments ~~part~~to ofthe ~~this~~registration ~~prospectus~~statement, ~~and~~has ~~information~~been ~~that~~filed weelectronically ~~file later~~ with the SEC ~~will automatically update and supersede this information~~.

30We are subject to the information and periodic reporting requirements of the Exchange Act and, in accordance with such requirements, will file periodic reports, proxy statements, and other information with the SEC. These periodic reports, proxy statements, and other information will be available for inspection and copying at the web site of the SEC referred to above. We also maintain a website at www.smartkem.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not part of, and is not incorporated into, this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.

WeThe ~~incorporate~~representations, bywarranties ~~reference~~and ~~the~~covenants ~~documents~~made ~~listed~~by ~~below~~us ~~and~~in any ~~future~~agreement ~~filings~~that ~~made~~is ~~with~~filed ~~the~~as ~~SEC~~an ~~under~~exhibit ~~Sections~~to ~~13(a),~~any ~~13(c),~~document ~~14,~~that oris ~~15(d)~~incorporated ofby ~~the~~reference ~~Exchange~~into ~~Act~~this prospectus were made ~~subsequent~~solely tofor the ~~date~~benefit of ~~this~~the ~~prospectus~~parties ~~until~~to ~~the~~such ~~termination~~agreement, ofincluding, in some cases, for the ~~offering~~purpose of ~~the~~allocating ~~securities~~risk ~~described~~among inthe ~~this~~parties ~~prospectus~~to ~~(other~~such ~~than~~agreement, ~~information~~and inshould ~~such~~not ~~filings~~be ~~that~~deemed ~~was~~to ~~“furnished~~be a representation,” ~~under~~warranty ~~applicable~~or ~~SEC~~covenant ~~rules~~to you. Moreover, ~~rather~~such ~~than~~representations, ~~“filed”).~~warranties Weor ~~incorporate~~covenants bywere ~~reference~~accurate only as of the ~~following~~date ~~documents~~when ormade. ~~information~~Accordingly, ~~that~~such werepresentations, ~~have~~warranties ~~filed~~and ~~with~~covenants should not be relied on as accurately representing the ~~SEC:~~current state of our affairs.

● our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on April 1, 2025; ● our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025, filed with the SEC on May 12, 2025 and August 14, 2025, respectively; ● our Current Reports on Form 8-K filed with the SEC on January 13, 2025; January 23, 2025; February 12, 2025; February 18, 2025; April 28, 2025; May 6, 2025; May 7, 2025; June 9, 2025; June 11, 2025, June 23, 2025, June 24, 2025, August 15, 2025, August 18, 2025, and August 20, 2025 (other than any portions thereof deemed furnished and not filed); ● the description of our common stock contained in our Registration Statement on Form 8-A, filed with the SEC on October 13, 2017, as updated by the Description of Registrant’s Securities set forth on Exhibit 4.20 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on April 1, 2025, and any amendments thereto or reports filed for the purposes of updating such description.

ToTable ~~obtain copies~~ of these filings, see “Where You Can Find More Information” in this prospectus. Nothing in this prospectus shall be deemed to incorporate information furnished, but not filed, with the SEC, including pursuant to Item 2.02 or Item 7.01 of Form 8-K and any corresponding information or exhibit furnished under Item 9.01 of Form 8-K.Contents

~~Information~~INCORPORATION inOF ~~this~~CERTAIN ~~prospectus~~INFORMATION ~~supersedes~~BY ~~related information in the documents listed above and information in subsequently filed documents supersedes related information in both this prospectus and the incorporated documents.~~REFERENCE

31The SEC allows us to “incorporate by reference” information that we file with it into this prospectus, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC will automatically update and supersede information contained in this prospectus and any accompanying prospectus supplement.

We incorporate by reference the documents listed below that we have previously filed with the SEC:

•

our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on April 1, 2025;

•

our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, filed with the SEC on May 12, 2025, August 14, 2025 and November 14, 2025, respectively;

•

our Current Reports on Form 8-K filed with the SEC on January 13, 2025, January 23, 2025, February 12, 2025, February 18, 2025, April 28, 2025, May 6, 2025, May 7, 2025, June 9, 2025, June 11, 2025, June 23, 2025, June 24, 2025, August 15, 2025, August 18, 2025, August 20, 2025, October 17, 2025, October 21, 2025, October 23, 2025, October 24, 2025, October 28, 2025, October 29, 2025, November 4, 2025, November 18, 2025, November 19, 2025 and November 21, 2025 (other than any portions thereof deemed furnished and not filed); and

•

the description of our common stock contained in our Registration Statement on Form 8-A, filed with the SEC on October 13, 2017, as updated by the Description of Registrant’s Securities set forth on Exhibit 4.20 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on April 1, 2025, and any amendments thereto or reports filed for the purposes of updating such description.

All reports and other documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus but prior to the termination of the offering of the securities hereunder will also be considered to be incorporated by reference into this prospectus from the date of the filing of these reports and documents, and will supersede the information herein; provided, however, that all reports, exhibits and other information that we “furnish” to the SEC will not be considered incorporated by reference into this prospectus. Any statement contained in a document incorporated by reference in this prospectus or any prospectus supplement shall be deemed to be modified or superseded to the extent that a statement contained herein, therein or in any other subsequently filed document that also is incorporated by reference herein or therein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus or any prospectus supplement.

We will provide you without charge, upon your oral or written request, with a copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus or the registration statement (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to Genprex, Inc., Attn: Chief Financial Officer, 3300 Bee Cave Road, #650-227, Austin, TX 78746. You may also direct any requests for documents to us by telephone at (512) 537-7997.

Table of Contents

GENPREX, INC.

251,~~000~~280,~~000~~088 Shares of Common Stock

PROSPECTUS

, 2025

Table of Contents

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

~~ITEM~~Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the ~~costs~~fees and expenses, payable by ~~the~~us ~~Company~~ in connection with the ~~registration~~offering ~~and sale~~ of the ~~Common~~securities ~~Stock~~ being registered. All amounts are ~~estimates~~estimated except the SEC registration fee.

	Amount
SEC registration fee	$	745.53
SEC registration fee	$	891.04
Accounting fees and expenses		19,000.00
Printing expenses	0.00
Legal fees and expenses		75,000.00
Accounting fees and expenses	20,000.00
Printing and miscellaneous expenses		0.00
Legal fees and expenses	150,000.00
Total	$	94,745.53
Miscellaneous	0.00
Total expenses	$	170,891.04

~~ITEM~~Item 14. Indemnification of Directors and Officers.

The Registrant is incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a Delaware corporation may indemnify any person who was, is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as an officer, director, employee or agent of another corporation or enterprise. Such indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. Furthermore, pursuant to Section 145 of the DGCL, a Delaware corporation may indemnify any person who was, is, or is threatened to be made, a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. For such actions by or in the right of the corporation, the indemnity may only include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests, except that no indemnification is permitted in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. In addition, where a present or former officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. For mandatory indemnification with respect to actions occurring after December 31, 2020 and as to which a director or officer is successful on the merits or otherwise, references to “officer” is limited to certain officers of the corporation as specified in Section 145(c) of the DGCL.

The Registrant’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide for the indemnification of its directors and officers to the fullest extent permitted under the DGCL, provided, however, the Registrant is not required under the Amended and Restated Bylaws to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required by law or the Amended and Restated Bylaws, (ii) the proceeding was authorized by the board of directors of the Registrant or (iii) such indemnification is provided by the Registrant, in its sole discretion, pursuant to the powers vested in the Registrant under the DGCL or any other applicable law.

II-1

~~Section~~Table ~~102(b)(7)~~ of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability for any:Contents

●Section ~~transaction~~102(b)(7) ~~from~~of ~~which~~the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, ~~derives~~except anfor ~~improper~~liability ~~personal~~for ~~benefit;~~any:

●• ~~act~~transaction orfrom ~~omission~~which ~~not~~the indirector ~~good~~derives ~~faith~~an orimproper ~~that~~personal ~~involves intentional misconduct or a knowing violation of law~~benefit;

●• ~~unlawful~~act ~~payment~~or ofomission ~~dividends~~not in good faith or ~~redemption~~that ofinvolves ~~shares;~~intentional misconduct or a knowing violation of law;

●• ~~breach~~unlawful payment of adividends ~~director’s~~or ~~duty~~redemption of ~~loyalty~~shares; ~~to the corporation~~ or ~~its stockholders.~~

In• ~~addition,~~breach ~~Section 102(b)(7)~~ of ~~the DGCL permits~~ a ~~corporation~~director’s toduty ~~provide in its certificate~~ of ~~incorporation~~loyalty ~~that certain officers of the corporation (as specified in Section 102(b)(7) of the DGCL) shall not be personally liable~~ to the corporation or its stockholders ~~for monetary damages for breach of fiduciary duties as an officer, subject to certain exceptions~~.

~~The~~In ~~Registrant’s~~addition, ~~Amended~~Section ~~and~~102(b)(7) ~~Restated~~of ~~Certificate~~the ofDGCL ~~Incorporation~~permits ~~provides~~a ~~that~~corporation ~~the~~to ~~monetary~~provide ~~liability~~in its certificate of aincorporation ~~director~~that certain officers of the ~~Registrant~~corporation ~~shall~~(as bespecified ~~eliminated~~in toSection ~~the~~102(b)(7) ~~fullest~~of ~~extent~~the ~~permitted~~DGCL) byshall ~~applicable~~not ~~law.~~be ~~The~~personally ~~Registrant’s~~liable ~~Amended~~to ~~and~~the ~~Restated~~corporation ~~Certificate~~or ofits ~~Incorporation~~stockholders ~~does~~for ~~not~~monetary ~~currently~~damages ~~include~~for abreach ~~provision~~of ~~eliminating~~fiduciary orduties ~~limiting~~as ~~the~~an ~~liability~~officer, ofsubject ~~officers~~to ofcertain ~~the Registrant~~exceptions.

The Registrant’s Amended and Restated ~~Bylaws~~Certificate provide that the Registrant shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of ~~the~~Incorporation ~~fact~~provides that hethe ismonetary orliability ~~was~~of a director ~~or officer,~~ of the Registrant, orshall isbe oreliminated ~~was serving at the request of the Registrant as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, prior~~ to the ~~final~~fullest ~~disposition~~extent ofpermitted ~~the proceeding, promptly following request therefor, all expenses incurred~~ by ~~any~~applicable ~~director~~law. orThe ~~officer~~Registrant’s inAmended ~~connection~~and ~~with~~Restated ~~such~~Certificate ~~proceeding provided, however, that an advancement~~ of ~~expenses~~Incorporation ~~incurred~~does bynot acurrently ~~director~~include ~~or officer in his or her capacity as~~ a ~~director~~provision oreliminating ~~officer (and not in any other capacity in which service was~~ or islimiting ~~rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to~~ the ~~Registrant~~liability of anofficers ~~undertaking (hereinafter an “undertaking”), by or on behalf~~ of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under the Registrant~~’s Amended and Restated Bylaws or otherwise~~.

~~Notwithstanding~~The ~~the~~Registrant’s ~~foregoing,~~Amended ~~unless~~and ~~otherwise~~Restated ~~determined~~Bylaws ~~pursuant~~provide tothat the Registrant’s ~~Amended~~shall ~~and~~advance ~~Restated~~to ~~Bylaws,~~any noperson ~~advance~~who ~~shall~~was or is a party or is threatened to be made bya ~~the~~party ~~Registrant~~ to anany ~~officer~~threatened, ofpending ~~the~~or ~~Registrant~~completed ~~(except~~action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that ~~such~~he ~~officer~~ is or was a director or officer, of the Registrant, inor ~~which~~is ~~event~~or ~~this~~was ~~paragraph~~serving ~~shall~~at ~~not~~the ~~apply)~~request inof ~~any~~the ~~action,~~Registrant ~~suit~~as a director or ~~proceeding,~~officer ~~whether~~of ~~civil~~another corporation, ~~criminal~~partnership, ~~administrative~~joint venture, trust or ~~investigative~~other enterprise, ifprior ato ~~determination~~the isfinal ~~reasonably~~disposition ~~and~~of ~~promptly~~the ~~made~~proceeding, ~~(i)~~promptly byfollowing arequest ~~majority~~therefor, ~~vote~~all ofexpenses ~~directors~~incurred ~~who~~by ~~were~~any ~~not~~director ~~parties~~or toofficer ~~the~~in ~~proceeding,~~connection ~~even~~with ifsuch ~~not~~proceeding aprovided, ~~quorum~~however, orthat ~~(ii)~~an byadvancement ~~a committee~~ of ~~such~~expenses ~~directors~~incurred ~~designated~~ by a ~~majority~~director ~~vote~~or ofofficer ~~such~~in ~~directors,~~his ~~even~~or ~~though~~her ~~less~~capacity ~~than~~as a ~~quorum,~~director or officer (~~iii)~~and ifnot ~~there~~in ~~are~~any noother ~~such~~capacity ~~directors,~~in which service was or is rendered by such ~~directors~~indemnitee, soincluding, ~~direct~~without limitation, byservice ~~independent~~to ~~legal~~an ~~counsel~~employee inbenefit aplan) ~~written~~shall ~~opinion,~~be ~~that~~made ~~the~~only ~~facts~~upon ~~known~~delivery to the ~~decision-making~~Registrant ~~party~~of atan ~~the~~undertaking ~~time~~(hereinafter an “undertaking”), by or on behalf of such ~~determination~~indemnitee, isto ~~made~~repay ~~demonstrate~~all ~~clearly~~amounts ~~and~~so ~~convincingly~~advanced ~~that~~if ~~such~~it ~~person~~shall ~~acted~~ultimately inbe ~~bad~~determined ~~faith~~by orfinal injudicial adecision ~~manner~~from which there is no further right to appeal that such ~~person~~indemnitee ~~did~~is not ~~believe~~entitled to be inindemnified orfor ~~not~~such ~~opposed~~expenses tounder the ~~best~~Registrant’s ~~interests~~Amended ofand ~~the~~Restated ~~Registrant~~Bylaws or otherwise.

~~Section~~Notwithstanding ~~174~~the offoregoing, unless otherwise determined pursuant to the ~~DGCL~~Registrant’s ~~provides,~~Amended ~~among~~and ~~other~~Restated ~~things~~Bylaws, ~~that,~~no inadvance ~~case~~shall be made by the Registrant to an officer of ~~any~~the ~~willful~~Registrant (except by reason of the fact that such officer is or ~~negligent~~was ~~unlawful~~a ~~payment~~director of ~~dividends~~the orRegistrant ~~unlawful~~in ~~stock~~which ~~purchase~~event this paragraph shall not apply) in any action, suit or ~~redemption~~proceeding, ~~the~~whether ~~directors~~civil, ~~under~~criminal, ~~whose~~administrative ~~administration~~or ~~the~~investigative, ~~same~~if ~~may~~a ~~happen~~determination ~~may~~is bereasonably ~~held~~and ~~personally~~promptly ~~liable~~made ~~for~~(i) ~~such~~by ~~actions.~~a Amajority ~~director~~vote of directors who ~~was~~were ~~either~~not ~~absent~~parties ~~when~~to the ~~unlawful~~proceeding, ~~actions~~even ~~were~~if ~~approved~~not a quorum, or ~~dissented~~(ii) atby ~~the~~a ~~time,~~committee ~~may~~of besuch ~~exonerated~~directors ~~from~~designated by a majority vote of such ~~liability~~directors, byeven ~~causing~~though ~~his~~less than a quorum, or ~~her~~(iii) ~~dissent~~if tothere are no such ~~actions~~directors, toor besuch ~~entered~~directors onso ~~the~~direct, ~~books~~by ~~containing~~independent ~~minutes~~legal ofcounsel ~~the~~in ~~proceedings~~a ofwritten opinion, that the ~~board~~facts ofknown ~~directors~~to the decision-making party at the time such ~~action~~determination ~~occurred~~is made demonstrate clearly and convincingly that such person acted in bad faith or ~~immediately~~in ~~after~~a manner that such ~~absent~~person ~~director~~did ~~receives~~not ~~notice~~believe to be in or not opposed to the best interests of the ~~same~~Registrant.

~~II-2~~Section 174 of the DGCL provides, among other things, that, in case of any willful or negligent unlawful payment of dividends or unlawful stock purchase or redemption, the directors under whose administration the same may happen may be held personally liable for such actions. A director who was either absent when the unlawful actions were approved, or dissented at the time, may be exonerated from such liability by causing his or her dissent to such actions to be entered on the books containing minutes of the proceedings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the same.

As permitted by the DGCL, the Registrant has entered into indemnification agreements with each of its directors and executive officers (each an “indemnitee”), that require the Registrant to indemnify such persons against any and all costs and expenses (including attorneys’, witness or other professional fees) actually and reasonably incurred by such persons in connection with any action, suit or proceeding (including derivative actions), whether actual or threatened, to which any such person may be made a party by reason of the fact that such person is or was a director or officer of the Registrant or an agent of the Registrant or is or was, at the request of the Registrant, acting or serving as an officer, director, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or another enterprise, so long as the indemnitee acted in good faith and in a manner the indemnitee reasonably believed to be in or not opposed to the best interests of the Registrant and, in the case of a criminal proceeding had no reasonable cause to believe that indemnitee’s conduct was unlawful. With respect to thirdII-party actions, the indemnification agreements require the Registrant to also indemnify the indemnitee against judgments, fines and amounts paid in settlement that are actually and reasonably incurred by indemnitee or on indemnitee’s behalf in connection with such proceedings or any claim, issue or matter therein, if the indemnitee acted in good faith and in a manner indemnitee reasonably believed to be in or not opposed to the best interests of the Registrant and, in the case of a criminal proceeding had no reasonable cause to believe that indemnitee’s conduct was unlawful. Under these agreements, the Registrant is not required to provide indemnification for certain matters, including:2

●Table ~~for an accounting~~ of profits made from the purchase and sale (or sale and purchase) by indemnitee of securities of the Registrant within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law;Contents

●As ~~for~~permitted ~~any~~by ~~reimbursement~~the ofDGCL, the Registrant byhas ~~the~~entered ~~indemnitee~~into indemnification agreements with each of its directors and executive officers (each an “indemnitee”), that require the Registrant to indemnify such persons against any ~~bonus~~and all costs and expenses (including attorneys’, witness or other ~~incentive-based~~professional fees) actually and reasonably incurred by such persons in connection with any action, suit or ~~equity-based~~proceeding ~~compensation~~(including derivative actions), whether actual or ofthreatened, to which any ~~profits~~such ~~realized~~person may be made a party by reason of the ~~indemnitee~~fact ~~from~~that such person is or was a director or officer of the ~~sale~~Registrant or an agent of ~~securities~~the Registrant or is or was, at the request of the Registrant, acting or serving as ~~required~~an inofficer, ~~each~~director, ~~case~~employee ~~under~~or ~~the~~agent ~~Exchange~~of ~~Act~~another ~~(including~~corporation, ~~any~~partnership, ~~such~~joint ~~reimbursements~~venture, ~~that~~trust, ~~arise~~employee ~~from~~benefit anplan ~~accounting~~or ~~restatement~~another ofenterprise, so long as the ~~Company~~indemnitee ~~pursuant~~acted in good faith and in a manner the indemnitee reasonably believed to ~~Section~~be ~~304~~in ofor not opposed to the ~~Sarbanes-Oxley~~best ~~Act~~interests of ~~2002~~the (Registrant and, in the ~~“Sarbanes~~case of a criminal proceeding had no reasonable cause to believe that indemnitee’s conduct was unlawful. With respect to third-~~Oxley~~party ~~Act”)~~actions, orthe indemnification agreements require the ~~payment~~Registrant to also indemnify the ~~Company~~indemnitee ofagainst ~~profits~~judgments, ~~arising~~fines ~~from~~and ~~the~~amounts ~~purchase~~paid in settlement that are actually and ~~sale~~reasonably incurred by ~~Indemnitee~~indemnitee ofor ~~securities~~on indemnitee’s behalf in ~~violation~~connection with such proceedings or any claim, issue or matter therein, if the indemnitee acted in good faith and in a manner indemnitee reasonably believed to be in or not opposed to the best interests of ~~Section~~the ~~306~~Registrant and, in the case of a criminal proceeding had no reasonable cause to believe that indemnitee’s conduct was unlawful. Under these agreements, the ~~Sarbanes-Oxley~~Registrant ~~Act);~~is not required to provide indemnification for certain matters, including:

●• for ~~any~~an ~~reimbursement~~accounting of ~~the~~profits ~~Registrant~~made byfrom ~~indemnitee~~the ofpurchase ~~any~~and ~~compensation~~sale ~~pursuant to any compensation recoupment~~ (or ~~clawback~~sale ~~policy~~and ~~adopted~~purchase) by ~~the~~indemnitee ~~board~~ of ~~directors~~securities of the Registrant orwithin the ~~compensation~~meaning ~~committee~~ of ~~the~~Section ~~board~~16(b) of ~~directors of~~ the ~~Registrant,~~Exchange ~~including~~Act ~~but~~or ~~not~~similar ~~limited~~provisions toof ~~any~~state ~~such~~statutory ~~policy~~law ~~adopted~~or tocommon ~~comply with stock exchange listing requirements implementing Section 10D of the Exchange Act~~law;

●• for ~~expenses~~any ~~determined~~reimbursement byof the Registrant toby ~~have~~the ~~arisen~~indemnitee ~~out~~of any bonus or other incentive-based or equity-based compensation or of any profits realized by the indemnitee’s ~~breach~~from orthe ~~violation~~sale of ~~his~~securities orof ~~her~~the ~~obligation~~Registrant, as required in each case under the Exchange Act (i)including any ~~employment~~such ~~agreement~~reimbursements ~~between~~that arise from an accounting restatement of the ~~indemnitee~~Company ~~and~~pursuant to Section 304 of the ~~Registrant~~Sarbanes-Oxley orAct of 2002 (iithe “Sarbanes-Oxley Act”), or the ~~Registrant’s~~payment ~~code~~to the Company of ~~business~~profits ~~conduct~~arising from the purchase and ~~ethics~~sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act);

●• for any ~~proceeding~~reimbursement ~~(or~~of ~~part~~the ~~thereof)~~Registrant ~~initiated~~ by an indemnitee, ~~including~~of any ~~proceeding~~compensation ~~(or~~pursuant ~~part~~to ~~thereof)~~any ~~initiated~~compensation byrecoupment ~~indemnitee against the Registrant,~~ or ~~the~~clawback ~~Registrant’s~~policy ~~directors,~~adopted ~~officers,~~by ~~employees or other indemnitees, unless (i)~~ the board of directors of the Registrant ~~authorized the proceeding (~~or any part thereof) prior to its initiation, (ii) such payment arises in connection with any mandatory counterclaim or cross claim brought or raised by indemnitee in any proceeding (or any part thereof), (iii) the ~~Registrant~~compensation ~~provides~~committee ~~the indemnification, in its sole discretion, pursuant to the powers vested in the Registrant under applicable law or (iv) the proceeding is brought by or on behalf~~ of the ~~indemnitee~~board ~~for indemnification or advancement~~ of ~~expenses~~directors ~~from the Registrant under the terms~~ of the ~~indemnification agreement or under any directors’ and officers’ liability insurance policies maintained by the~~ Registrant if, inincluding ~~the~~but ~~case of indemnification, indemnitee is wholly successful on the underlying claims (or, if indemnitee is~~ not ~~wholly~~limited ~~successful~~to onany ~~the underlying claims, then~~ such ~~indemnification~~policy ~~shall~~adopted ~~be only~~ to ~~the~~comply ~~extent~~with ~~indemnitee~~stock isexchange ~~successful~~listing onrequirements ~~such~~implementing ~~underlying~~Section ~~claims~~10D orof ~~otherwise~~the asExchange ~~permitted by law, whichever is greater)~~Act; ~~or;~~

●• for ~~which~~expenses ~~payment~~determined ~~has~~by ~~actually~~the ~~been~~Registrant ~~made~~ to orhave onarisen ~~behalf~~out of ~~the~~ indemnitee’s ~~under~~breach ~~any~~or ~~insurance~~violation ~~policy~~of his or ~~other~~her ~~indemnity~~obligation ~~provision,~~under ~~except~~(i) ~~with~~any ~~respect~~employment toagreement ~~any~~between ~~excess~~the ~~beyond~~indemnitee and the ~~amount~~Registrant ~~paid~~or ~~under~~(ii) ~~such~~the ~~insurance~~Registrant’s ~~policy~~code orof ~~other~~business ~~indemnity~~conduct ~~provision~~and ethics;

~~II-3~~• for any proceeding (or part thereof) initiated by an indemnitee, including any proceeding (or part thereof) initiated by indemnitee against the Registrant, or the Registrant’s directors, officers, employees or other indemnitees, unless (i) the board of directors of the Registrant authorized the proceeding (or any part thereof) prior to its initiation, (ii) such payment arises in connection with any mandatory counterclaim or cross claim brought or raised by indemnitee in any proceeding (or any part thereof), (iii) the Registrant provides the indemnification, in its sole discretion, pursuant to the powers vested in the Registrant under applicable law or (iv) the proceeding is brought by or on behalf of the indemnitee for indemnification or advancement of expenses from the Registrant under the terms of the indemnification agreement or under any directors’ and officers’ liability insurance policies maintained by the Registrant if, in the case of indemnification, indemnitee is wholly successful on the underlying claims (or, if indemnitee is not wholly successful on the underlying claims, then such indemnification shall be only to the extent indemnitee is successful on such underlying claims or otherwise as permitted by law, whichever is greater); or;

~~The~~• ~~indemnification agreements also provide~~ for ~~the~~which ~~advancement~~payment ofhas ~~expenses~~actually ofbeen ~~the~~made ~~indemnitee~~ to ~~the fullest extent not prohibited by law in connection with any proceeding (~~or ~~part~~on ~~thereof)~~behalf ~~not initiated by indemnitee or any proceeding initiated by indemnitee with the prior approval~~ of the ~~board~~indemnitee ofunder ~~directors of Registrant as set forth in the terms of the indemnification agreements, provided that advancement is not applicable to~~ any ~~claim~~insurance ~~made~~policy byor ~~indemnitee~~other ~~for~~indemnity which indemnification is specifically prohibited as set forth above in the immediately preceding paragraph hereof. Notwithstanding the foregoing the Registrant is also required to advance expenses of the indemniteeprovision, ifexcept sowith ~~requested~~respect ~~by indemnitee,~~ to ~~the extent not prohibited by law, for expenses which are incurred by or on behalf of indemnitee in connection with~~ any ~~action~~excess ~~brought~~beyond ~~by indemnitee for advancement of expenses from~~ the ~~Registrant~~amount ~~under~~paid ~~the indemnification agreement or~~ under ~~any~~such ~~directors’ and officers’ liability~~ insurance ~~policies~~policy ~~maintained~~or byother ~~the~~indemnity ~~Registrant.~~provision;

The indemnification agreements also provide for the advancement of expenses of the indemnitee to the fullest extent not prohibited by law in connection with any proceeding (or part thereof) not initiated by indemnitee or any proceeding initiated by indemnitee with the prior approval of the board of directors of Registrant as set forth ~~certain~~in ~~procedures~~the terms of the indemnification agreements, provided that ~~will~~advancement ~~apply~~is not applicable to any claim made by indemnitee for which indemnification is specifically prohibited as set forth above in the ~~event~~immediately preceding paragraph hereof. Notwithstanding the foregoing the Registrant is also required to advance expenses of athe ~~claim~~indemnitee, if so requested by indemnitee, to the extent not prohibited by law, for ~~indemnification~~expenses which are incurred by or on behalf of indemnitee in connection with any action brought by indemnitee for advancement ~~thereunder~~of expenses from the Registrant under the indemnification agreement or under any directors’ and officers’ liability insurance policies maintained by the Registrant.

The ~~Registrant~~indemnification ~~has~~agreements ~~insurance~~also ~~policies~~set inforth ~~place~~certain procedures that ~~cover~~will ~~its~~apply ~~officers~~in ~~and~~the ~~directors~~event ~~with~~of ~~respect~~a toclaim ~~certain~~for ~~liabilities,~~indemnification ~~including liabilities arising under the Securities Act,~~ or ~~otherwise~~advancement thereunder.

~~ITEM~~The ~~15.~~Registrant ~~Recent~~has ~~Sales~~insurance ofpolicies ~~Unregistered~~in place that cover its officers and directors with respect to certain liabilities, including liabilities arising under the Securities Act, or otherwise.

~~The information below lists all of the securities sold by us during the past three years which were not registered under the Securities Act of 1933, as amended (the “Securities Act”):~~II-3

●Table ~~On July 1, 2022, we issued 125 shares~~ of ~~our common stock to the Chairman of our Scientific Advisory Board in consideration for services during the three months ended September 30, 2022.~~Contents

●Item ~~On August 1, 2022, we issued a warrant to purchase up to 1,250 shares of our common stock at an exercise price of $55~~15.20 ~~per~~Recent ~~share,~~Sales ~~the closing price~~ of ~~the~~Unregistered ~~common stock on the date the warrant was issued, to a consultant in consideration for services~~Securities.

●In Onthe ~~August~~three ~~10,~~years ~~2022,~~preceding wethe ~~issued~~filing ~~a warrant to purchase up to 1,250 shares~~ of ~~our~~this ~~common~~registration ~~stock at an exercise price of $59.60 per share~~statement, the ~~closing~~Company ~~price~~made sales of the ~~common~~following ~~stock~~unregistered ~~on the date the warrant was issued, to a consultant in consideration for services.~~securities:

●• On ~~October~~July 1, 2022, we issued ~~125~~3 shares of our common stock to the Chairman of our Scientific Advisory Board in consideration for services during the three months ended ~~December~~September 3130, 2022.

●• On ~~December~~August 51, 2022, we issued a warrant to purchase up to 25 shares of our common stock at an ~~aggregate~~exercise price of 1$2,~~919~~760.00 ~~shares~~per share, the closing price of ~~our~~the common stock on the date the warrant was issued, to a consultant in consideration offor services.

●• On ~~December~~August 2010, 2022, we issued a warrant to purchase up to 7525 shares of our common stock at an exercise price of $~~200~~2,980.00 per share, the closing price of the common stock on the date the warrant was issued, to a consultant in consideration for services.

●• On ~~January~~October 1, ~~2023~~2022, we issued ~~125~~3 shares of our common stock to the Chairman of our Scientific Advisory Board in consideration for services during the three months ended ~~March~~December 31, ~~2023~~2022.

●• On ~~February~~December 165, ~~2023~~2022, we issued aan ~~warrant~~aggregate toof ~~purchase~~38 ~~up to 750~~ shares of our common stock ~~at an exercise price of $66.00 per share~~ to a consultant ~~for~~in consideration of services.

●• On ~~April~~December 120, ~~2023~~2022, we issued ~~125~~a ~~shares~~warrant ofto ~~our~~purchase ~~common~~up ~~stock~~ to ~~the~~2 ~~Chairman~~shares of our ~~Scientific~~common ~~Advisory~~stock ~~Board~~at inan ~~consideration~~exercise ~~for~~price ~~services~~of ~~during~~$10,000.00 ~~the~~per ~~three~~share ~~months~~to ~~ended~~a ~~June~~consultant ~~30,~~in ~~2023~~consideration for services.

●• On ~~July~~January 31, 2023, we issued ~~125~~3 shares of our common stock to the Chairman of our Scientific Advisory Board in consideration for services during the three months ended ~~September~~March 3031, 2023.

●• On ~~October~~February 216, 2023, we issued ~~125~~a ~~shares~~warrant ofto ~~our~~purchase ~~common~~up ~~stock~~ to ~~the~~15 ~~Chairman~~shares of our ~~Scientific~~common ~~Advisory~~stock ~~Board~~at inan ~~consideration~~exercise ~~for~~price ~~services~~of ~~during~~$3,300.00 ~~the~~per ~~three~~share ~~months~~to ~~ended~~a ~~December~~consultant ~~31,~~for ~~2023~~services.

●• On ~~January~~April 21, ~~2024~~2023, we issued ~~125~~3 shares of our common stock to the Chairman of our Scientific Advisory Board in consideration for services during the three months ended ~~March~~June 3130, ~~2024~~2023.

●• On ~~January~~July 31, ~~2024~~2023, we issued ~~6,250~~a warrant to purchase up to 25 shares of our common stock toat aan ~~consultant~~exercise inprice ~~consideration~~of ~~for~~$1,897.00 ~~services~~per ~~commenced~~share ~~during~~to ~~the~~a ~~three~~consultant ~~months~~for ~~ended March 31, 2024~~services.

●• On ~~March~~July 143, ~~2024~~2023, we issued ~~30,000~~3 shares of our common stock to athe ~~consultant~~Chairman of our Scientific Advisory Board in consideration for services ~~commenced~~ during the three months ended ~~March~~September 3130, ~~2024~~2023.

●• On ~~April~~August 13, ~~2024~~2023, we issued ~~5,000~~a ~~shares~~warrant ofto ~~our~~purchase ~~common~~up ~~stock~~ to ~~the~~8 ~~Chairman~~shares of our ~~Scientific~~common ~~Advisory~~stock ~~Board~~at inan ~~consideration~~exercise ~~for~~price ~~services~~of ~~during~~$1,462.00 ~~the~~per ~~three~~share ~~months~~to ~~ended~~a ~~June~~consultant ~~30,~~for ~~2024~~services.

●• On ~~July~~August 110, ~~2024~~2023, we issued ~~5,000~~a ~~shares~~warrant ofto ~~our~~purchase ~~common~~up ~~stock~~ to ~~the~~38 ~~Chairman~~shares of our ~~Scientific~~common ~~Advisory~~stock ~~Board~~at inan ~~consideration~~exercise ~~for~~price ~~services~~of ~~during~~$1,300.00 ~~the~~per ~~three~~share ~~months~~to ~~ended~~a ~~September~~consultant ~~30,~~for ~~2024~~services.

●• On October 2, ~~2024~~2023, we issued ~~5,000~~3 shares of our common stock to the Chairman of our Scientific Advisory Board in consideration for services during the three months ended December 31, ~~2024~~2023.

●• On January 2, ~~2025~~2024, we issued ~~5,000~~3 shares of our common stock to the Chairman of our Scientific Advisory Board in consideration for services during the three months ended March 31, ~~2025~~2024.

~~II-4~~• On January 3, 2024, we issued 125 shares of our common stock to a consultant in consideration for services commenced during the three months ended March 31, 2024.

●• On ~~April~~March 114, ~~2025~~2024, we issued ~~5,000~~600 shares of our common stock to ~~the~~a ~~Chairman~~consultant ~~of our Scientific Advisory Board~~ in consideration for services commenced during the three months ended ~~June~~March 3031, ~~2025~~2024.

●• On ~~June~~April 111, ~~2025~~2024, we issued ~~1,186,859~~100 shares of our common stock to ~~Lincoln~~the ~~Park~~Chairman ~~Capital~~of ~~Fund,~~our ~~LLC~~Scientific Advisory Board in consideration for ~~its~~services ~~commitment~~during ~~to purchase shared under~~ the ~~Purchase~~three ~~Agreement,~~months ~~dated~~ended June 1130, ~~2025, by and between us and Lincoln Park Capital Fund, LLC~~2024. ~~For recent sales made under the Purchase Agreement, see “Prospectus Summary - Recent Developments - The Lincoln Park Transaction.”~~

●• On July 1, ~~2025~~2024, we issued ~~5,000~~100 shares of our common stock to the Chairman of our Scientific Advisory Board in consideration for services during the three months ended September 30, ~~2025~~2024.

Each of the foregoing issuances of securities were not registered under the Securities Act or the securities laws of any state, and in each case the securities were offered and issued in reliance on the exemption from registration under the Securities Act afforded by Section II-4~~(a)(2) thereof.~~

~~II-5~~Table of Contents

~~Item~~• ~~16.~~On ~~Exhibits~~October 2, 2024, we issued 100 shares of our common stock to the Chairman of our Scientific Advisory Board in consideration for services during the three months ended December 31, 2024.

~~(a)~~• ~~The~~On ~~following~~January ~~exhibits~~2, ~~are~~2025, ~~filed~~we ~~herewith~~issued or100 ~~incorporated~~shares ~~herein~~of byour ~~reference:~~common stock to the Chairman of our Scientific Advisory Board in consideration for services during the three months ended March 31, 2025.

~~EXHIBIT~~• ~~INDEX~~ On April 1, 2025, we issued 100 shares of our common stock to the Chairman of our Scientific Advisory Board in consideration for services during the three months ended June 30, 2025.

• On June 11, 2025, we issued 23,737 shares of our common stock to Lincoln Park Capital Fund, LLC in consideration for its commitment to purchase shared under the Purchase Agreement, dated June 11, 2025, by and between us and Lincoln Park Capital Fund, LLC. For recent sales made under the Purchase Agreement, see “Prospectus Summary - Recent Developments – Equity Line of Credit.”

Exhibit Number		Description of Exhibit
	•	On July 1, 2025, we issued 100 shares of our common stock to the Chairman of our Scientific Advisory Board in consideration for services during the three months ended September 30, 2025.
3.1		Amended and Restated Certificate of Incorporation of the Registrant, dated April 3, 2018, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on April 10, 2018.
	•	On October 1, 2025, we issued 100 shares of our common stock to the Chairman of our Scientific Advisory Board in consideration for services during the three months ending December 31, 2025.
3.2		Certificate of Amendment of the Amended and Restated Certificate of Incorporation, dated January 31, 2024, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on January 31, 2024.
3.3		Amended and Restated Bylaws of the Registrant, dated April 3, 2018, incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed on April 10, 2018.
3.4		Amendment No. 1 to the Amended and Restated Bylaws of the Registrant, adopted and approved by the Registrant’s Board of Directors on October 18, 2023, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on October 23, 2023.
3.5		Amendment No. 2 to the Amended and Restated Bylaws of the Registrant, adopted and approved by Registrant’s Board of Directors on March 29, 2025, incorporated by reference to Exhibit 3.5 of the Registrant’s Annual Report on Form 10-K filed on April 1, 2025.
4.1		Form of Common Stock Certificate of the Registrant, incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-1 (File No. 333-219386), as amended, originally filed on July 21, 2017.
4.2		Warrant Agreement, dated November 3, 2016, issued to Viet Ly, incorporated by reference to Exhibit 4.6 of the Registrant’s Registration Statement on Form S-1 (File No. 333-219386), as amended, originally filed on July 21, 2017.
4.3		Warrant Agreement, dated July 27, 2018, issued to Cancer Revolution, LLC, incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on August 6, 2018.
4.4		Warrant Agreement, dated July 27, 2018, issued to Inception Capital Management, LLC, incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed on August 6, 2018.
4.5		Warrant Agreement, dated July 27, 2018, issued to Cancer Biotech, LLC, incorporated by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K filed on August 6, 2018.
4.6		Form of Warrant, incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on November 22, 2019.
4.7		Warrant Agreement, dated April 24, 2020, issued to Cancer Revolution LLC, incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on April 28, 2020.
4.8		Warrant Agreement, dated August 10, 2020, issued to Capital City Technical Consulting, Inc., incorporated by reference to Exhibit 4.11 of the Registrant’s Annual Report on Form 10-K filed on March 26, 2021.
4.9		Form of Securities Purchase Agreement, dated February 8, 2021, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on February 9, 2021.

~~II-6~~Each of the foregoing issuances of securities were not registered under the Securities Act or the securities laws of any state, and in each case the securities were offered and issued in reliance on the exemption from registration under the Securities Act afforded by Section 4(a)(2) thereof.

4.10		Warrant Agreement, dated February 10, 2021, issued to Bear Creek Capital LLC, incorporated by reference to Exhibit 4.1 of the Registrant’s Quarterly Report on Form 10-Q filed on May 17, 2021.
4.11		Form of Warrant Agreement, dated as of July 1, 2021, incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021.
4.12		Warrant Agreement, dated as of July 1, 2022, issued to Bear Creek LLC, incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q filed on August 12, 2022.
4.13		Form of Warrant, dated March 1, 2023, incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on February 27, 2023.
4.14		Form of Warrant, incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on July 19, 2023.
4.15		Form of Placement Agent Warrant, incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed on July 19, 2023.
4.16		Form of Pre-Funded Warrant, incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on March 20, 2024.
4.17		Form of Warrant, incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed on March 20, 2024.
4.18		Form of Placement Agent Warrant, incorporated by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K filed on March 20, 2024.
4.19		Form of Warrant Amendment Agreement, incorporated by reference to Exhibit 4.4 of the Registrant’s Current Report on Form 8-K filed on March 20, 2024.
5.1*		Opinion of Lowenstein Sandler LLP.
10.1+		Form of Indemnity Agreement, by and between the Company and its directors and officers, dated as of May 17, 2022, incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed on August 12, 2022.
10.2+		Registrant’s 2009 Equity Incentive Plan, including Form of Notice of Stock Option Grant, and Form of Stock Option Agreement thereunder, incorporated by reference to Exhibit 10.2 of the Registrant’s Registration Statement on Form S-1 (File No. 333-219386), as amended, originally filed on July 21, 2017.
10.3+		Genprex, Inc. Form of Inducement Grant, incorporated by reference to Exhibit 10.4 of the Registrant’s Annual Report on Form 10-K filed on April 1, 2024.
10.4+		Genprex, Inc. 2018 Employee Stock Purchase Plan, dated April 3, 2018, incorporated by reference to Exhibit 10.4 of the Registrant’s Annual Report on Form 10-K filed April 17, 2018.

The Offerings

~~II-7~~Registered Direct Offering and Concurrent Private Placement

10.5+			Genprex, Inc. Amended and Restated Outside Director Compensation Policy, adopted June 18, 2024, incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed on June 24, 2024.
10.6			Patent and Technology License Agreement, dated July 20, 1994, by and between the Board of Regents of the University of Texas System, The University of Texas M.D. Anderson Cancer Center and Intron Therapeutics, Inc., incorporated by reference to Exhibit 10.6 of the Registrant’s Registration Statement on Form S-1 (File No. 333-219386), as amended, originally filed on July 21, 2017.
10.7			Amendment No. 3 to Patent and Technology License Agreement, dated October 4, 2001, incorporated by reference to Exhibit 10.7 of the Registrant’s Registration Statement on Form S-1 (File No. 333-219386), as amended, originally filed on July 21, 2017.
10.8			Technology Sublicense Agreement, dated March 7, 2007, by and between Introgen Therapeutics, Inc., and Introgen Research Institute, Inc., incorporated by reference to Exhibit 10.8 of the Registrant’s Registration Statement on Form S-1 (File No. 333-219386), as amended, originally filed on July 21, 2017.
10.9			Assignment and Collaboration Agreement, dated April 13, 2009, by and between Gensolve, Inc. and the Registrant, incorporated by reference to Exhibit 10.9 of the Registrant’s Registration Statement on Form S-1 (File No. 333-219386), as amended, originally filed on July 21, 2017.
10.10			Technology License Agreement, dated February 26, 2010, by and between Introgen Research Institute, Inc. and P53, Inc., incorporated by reference to Exhibit 10.10 of the Registrant’s Registration Statement on Form S-1 (File No. 333-219386), as amended, originally filed on July 21, 2017.
10.11			Technology Sublicense Agreement, dated June 1, 2011, by and between the Registrant and Introgen Research Institute, Inc., incorporated by reference to Exhibit 10.12 of the Registrant’s Registration Statement on Form S-1 (File No. 333-219386), as amended, originally filed on July 21, 2017.
10.12			Amended Collaboration and Assignment Agreement, dated July 1, 2011, by and between Introgen Research Institute, Inc. and the Registrant, incorporated by reference to Exhibit 10.13 of the Registrant’s Registration Statement on Form S-1 (File No. 333-219386), as amended, originally filed on July 21, 2017.
10.13+			Executive Employment Agreement, dated April 13, 2018, by and between the Registrant and Rodney Varner, incorporated by reference to Exhibit 10.16 of the Registrant’s Annual Report on Form 10-K filed on April 17, 2018.
10.14+			Executive Employment Agreement, dated April 13, 2018, by and between the Registrant and Ryan Confer, incorporated by reference to Exhibit 10.17 of the Registrant’s Annual Report on Form 10-K filed on April 17. 2018.
10.15+			First Amendment to Executive Employment Agreement, dated as of June 24, 2024, by and between Genprex, Inc. and Ryan M. Confer, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on June 24, 2024.
10.16			Form of Securities Purchase Agreement, dated November 20, 2019, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on November 22, 2019.
10.17			Exclusive License Agreement, dated February 11, 2020, by and between the Registrant and the University of Pittsburgh - Of the Commonwealth System of Higher Education, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on February 18, 2020.
10.18			Form of Securities Purchase Agreement, dated February 19, 2020, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on February 20, 2020.

On October 23, 2025, we entered into a securities purchase agreement with certain investors (the “First RD Purchasers”), pursuant to which we issued and sold to the First RD Purchasers: (i) in a registered direct public offering 243,622 shares of common stock and (ii) in a concurrent private placement warrants (the “First Private Warrants”) to purchase up to 487,244 shares of common stock (“First RD Offering”). The purchase price for each share of Common Stock sold in the First RD Offering was $11.21. The First RD Offering closed on October 24, 2025. The First Private Warrants have an exercise price of $11.00, became exercisable upon issuance and will expire on 24 months from the effective date of this registration statement. If at the time of exercise more than six months after the issuance date there is no effective registration statement registering, or the prospectus contained therein is not available for the resale or other disposition of the shares of common stock underlying the First Private Warrant, then the First Private Warrants may also be exercised, in whole or in part, at such time by means of a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the First Private Warrant.

~~II-~~On October 28, 2025, we entered into a securities purchase agreement with certain investors (the “Second RD Purchasers” together with the First RD Purchasers, the “RD Purchasers”), pursuant to which we issued and sold to the Second RD Purchasers: (i) in a registered direct public offering 377,780 shares of common stock and (ii) in a concurrent private placement warrants (the “Second Private Warrants” and together with the First Private Warrants, the “Private Warrants”) to purchase up to 755,560 shares of common stock (“Second RD Offering” and together with the First RD Offering, the “RD Offerings”). The purchase price for each share of Common Stock sold in the Second RD Offering was $9.00. The Second RD Offering closed on October 29, 2025. The Second Private Warrants have an exercise price of $8.75, became exercisable upon issuance and will expire on 24 months from the effective date of this registration statement. If at the time of exercise more than six months after the issuance date there is no effective registration statement registering, or the prospectus contained therein is not available for the resale or other disposition of the shares of common stock underlying the Second Private Warrant, then the Second Private Warrants may also be exercised, in whole or in part, at such time by means of a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the Second Private Warrant.

10.19++		Patent and Technology License Agreement, dated May 4, 2020, by and between the Registrant and The University of Texas M.D. Anderson Cancer Center, incorporated by reference to Exhibit 10.9 of the Registrant’s Quarterly Report on Form 10-Q filed on May 14, 2020.
10.20++		Amendment No. 1 to Patent and Technology License Agreement, dated March 3, 2021, by and between the Registrant and The University of Texas M.D. Anderson Cancer Center, incorporated by reference to Exhibit 10.29 of the Registrant’s Annual Report on Form 10-K filed on March 26, 2021.
10.21+		Offer Letter, dated September 27, 2021, by and between the Registrant and Mark S. Berger, M.D., incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed on September 28, 2021.
10.22++		First Amendment to Exclusive License Agreement, dated August 17, 2022, by and between Genprex, Inc. and the University of Pittsburgh - Of the Commonwealth System of Higher Education, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on August 22, 2022.
10.23++		Second Amendment to Exclusive License Agreement, dated November 3, 2022, by and between Genprex, Inc. and the University of Pittsburgh - Of the Commonwealth System of Higher Education, incorporated by reference to Exhibit 10.24 of the Registrant’s Annual Report on Form 10-K filed on April 1, 2024.
10.24++		Exclusive License Agreement, dated November 22, 2022, by and between Genprex, Inc. and the University of Pittsburgh - Of the Commonwealth System of Higher Education, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on November 28, 2022.
10.25++		Exclusive License Agreement, dated December 29, 2022, by and between Genprex, Inc. and the University of Pittsburgh - Of the Commonwealth System of Higher Education, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on January 5, 2023.
10.26		Form of Securities Purchase Agreement, dated March 1, 2023, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on February 27, 2023.
10.27++		Exclusive License Agreement, dated July 14, 2023, by and between Genprex, Inc. and the University of Pittsburgh - Of the Commonwealth System of Higher Education, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on July 18, 2023.
10.28		Form of Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on July 19, 2023.
10.29		At The Market Offering Agreement, dated December 13, 2023, by and between Genprex, Inc. and H.C. Wainwright & Co., LLC, incorporated by reference to Exhibit 1.1 of the Registrant’s Current Report on Form 8-K filed on December 13, 2023.
10.30		Form of Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on March 20, 2024.
10.31++		Exclusive License Agreement, dated February 17, 2025, by and between Genprex, Inc. and the University of Pittsburgh - Of the Commonwealth System of Higher Education, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on February 18, 2025.
10.32		Purchase Agreement, dated June 11, 2025, by and between Genprex, Inc. and Lincoln Park Capital Fund, LLC, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on June 11, 2025.**
10.33		Registration Rights Agreement, dated June 11, 2025, by and between Genprex, Inc. and Lincoln Park Capital Fund, LLC, incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on June 11, 2025.**

The Private Warrants issued to the RD Purchasers in the RD Offering were issued and sold without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

II-95

10.34+		Genprex, Inc. 2018 Equity Incentive Plan (As Amended and Restated Effective June 30, 2025), incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on August 15, 2025.
16.1		Auditor Letter, dated March 6, 2023, incorporated by reference to Exhibit 16.1 of the Registrant’s Current Report on Form 8-K filed on March 6, 2023.
16.2		Auditor Letter, dated April 26, 2023, incorporated by reference to Exhibit 16.1 of the Registrant’s Current Report on Form 8-K/A filed on April 27, 2023.
16.3		Auditor Letter, dated May 12, 2023, incorporated by reference to Exhibit 16.1 of the Registrant’s Current Report on Form 8-K/A filed on May 12, 2023.
16.4		Auditor Letter, dated July 14, 2023, incorporated by reference to Exhibit 16.1 of the Registrant’s Current Report on Form 8-K filed on July 14, 2023.
16.5		Auditor Letter, dated August 21, 2023, incorporated by reference to Exhibit 16.1 of the Registrant’s Current Report on Form 8-K/A filed on August 21, 2023.
21.1		Subsidiaries of the Registrant, incorporated by reference to Exhibit 21.1 of the Registrant’s Annual Report on Form 10-K filed on April 1, 2025.
23.1*		Consent of WithumSmith+Brown, PC, Independent Registered Public Accounting Firm.
23.2*		Consent of Lowenstein Sandler LLP (included in Exhibit 5.1).
24.1*		Power of Attorney (included in signature page hereto).
107*		Filing Fee Table.

Table of Contents

*	Filed herewith.
**	Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.
+	Indicates management contract or compensatory plan.
++	Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

Placement Agent Compensation

~~II-10~~H.C. Wainwright & Co., LLC (the “Placement Agent”) acted as the placement agent in connection with the RD Offerings. Pursuant to engagement letter, dated July 22, 2025, by and between us and the Placement Agent, we issued to the Placement Agent Placement Agent Warrants to purchase up to (i) 14,617 shares of common stock with an exercise price per share of $14.0125 in the First RD Offering and (ii) 22,667 shares of common stock with an exercise price per share of $11.25 in the Second RD Offering. The Placement Agent Warrants will expire on the earlier of (i) 24 months from the effective date of this registration statement and (ii) October 23, 2030.

~~Item~~The ~~17.~~Placement ~~Undertakings~~Agent Warrants and the shares of common stock exercisable thereunder were offered and sold without registration under the Securities Act in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

II-6

WeTable ~~hereby~~of ~~undertake:~~Contents

~~(1)~~Item To16. ~~file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:~~Exhibits.

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);

Exhibit Number		Description of Exhibit
3.1		Amended and Restated Certificate of Incorporation of the Registrant, dated April 3, 2018, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on April 10, 2018.

3.2		Certificate of Amendment of the Amended and Restated Certificate of Incorporation, dated January 31, 2024, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on January 31, 2024.

3.3		Certificate of Amendment of the Amended and Restated Certificate of Incorporation, dated October 16, 2025, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on October 17, 2025.

3.4		Amended and Restated Bylaws of the Registrant, dated April 3, 2018, incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed on April 10, 2018.

3.5		Amendment No. 1 to the Amended and Restated Bylaws of the Registrant, adopted and approved by the Registrant’s Board of Directors on October 18, 2023, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on October 23, 2023.

3.6		Amendment No. 2 to the Amended and Restated Bylaws of the Registrant, adopted and approved by Registrant’s Board of Directors on March 29, 2025, incorporated by reference to Exhibit 3.5 of the Registrant’s Annual Report on Form 10-K filed on April 1, 2025.

4.1		Form of Common Stock Certificate of the Registrant, incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-1 (File No. 333-219386), as amended, originally filed on July 21, 2017.

4.2		Warrant Agreement, dated November 3, 2016, issued to Viet Ly, incorporated by reference to Exhibit 4.6 of the Registrant’s Registration Statement on Form S-1 (File No. 333-219386), as amended, originally filed on July 21, 2017.

4.3		Warrant Agreement, dated July 27, 2018, issued to Cancer Revolution, LLC, incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on August 6, 2018.

4.4		Warrant Agreement, dated July 27, 2018, issued to Inception Capital Management, LLC, incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed on August 6, 2018.

4.5		Warrant Agreement, dated July 27, 2018, issued to Cancer Biotech, LLC, incorporated by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K filed on August 6, 2018.

4.6		Form of Warrant, incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on November 22, 2019.

4.7		Warrant Agreement, dated April 24, 2020, issued to Cancer Revolution LLC, incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on April 28, 2020.

4.8		Warrant Agreement, dated August 10, 2020, issued to Capital City Technical Consulting, Inc., incorporated by reference to Exhibit 4.11 of the Registrant’s Annual Report on Form 10-K filed on March 26, 2021.

4.9		Form of Securities Purchase Agreement, dated February 8, 2021, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on February 9, 2021.

~~(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post~~II-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and7

~~(iii)~~Table ~~To include any material information with respect to the plan~~ of ~~distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;~~Contents

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

4.10		Warrant Agreement, dated February 10, 2021, issued to Bear Creek Capital LLC, incorporated by reference to Exhibit 4.1 of the Registrant’s Quarterly Report on Form 10-Q filed on May 17, 2021.

4.11		Form of Warrant Agreement, dated as of July 1, 2021, incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021.

4.12		Warrant Agreement, dated as of July 1, 2022, issued to Bear Creek LLC, incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q filed on August 12, 2022.

4.13		Form of Warrant, dated March 1, 2023, incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on February 27, 2023.

4.14		Form of Warrant, incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on July 19, 2023.

4.15		Form of Placement Agent Warrant, incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed on July 19, 2023.

4.16		Form of Pre-Funded Warrant, incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on March 20, 2024.

4.17		Form of Warrant, incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed on March 20, 2024.

4.18		Form of Placement Agent Warrant, incorporated by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K filed on March 20, 2024.

4.19		Form of Warrant Amendment Agreement, incorporated by reference to Exhibit 4.4 of the Registrant’s Current Report on Form 8-K filed on March 20, 2024.

4.20		Form of First Private Warrant, incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on October 24, 2025.

4.21		Form of First Placement Agent Warrant, incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed on October 24, 2025.

4.22		Form of Second Private Warrant, incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on October 29, 2025.

4.23		Form of Second Placement Agent Warrant, incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed on October 29, 2025.

5.1*		Opinion of Lowenstein Sandler LLP.

10.1+		Form of Indemnity Agreement, by and between the Company and its directors and officers, dated as of May 17, 2022, incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed on August 12, 2022.

10.2+		Registrant’s 2009 Equity Incentive Plan, including Form of Notice of Stock Option Grant, and Form of Stock Option Agreement thereunder, incorporated by reference to Exhibit 10.2 of the Registrant’s Registration Statement on Form S-1 (File No. 333-219386), as amended, originally filed on July 21, 2017.

10.3+		Genprex, Inc. Form of Inducement Grant, incorporated by reference to Exhibit 10.4 of the Registrant’s Annual Report on Form 10-K filed on April 1, 2024.

~~(2) That, for the purpose of determining any liability under the Securities Act, each such post~~II-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.8

~~(3)~~Table ~~To remove from registration by means~~ of ~~a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.~~Contents

(4) That, for the purpose of determining liability under the Securities Act to any purchaser,

10.4+		Genprex, Inc. 2018 Employee Stock Purchase Plan, dated April 3, 2018, incorporated by reference to Exhibit 10.4 of the Registrant’s Annual Report on Form 10-K filed April 17, 2018.

10.5+		Genprex, Inc. Amended and Restated Outside Director Compensation Policy, adopted June 18, 2024, incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed on June 24, 2024.

10.6		Patent and Technology License Agreement, dated July 20, 1994, by and between the Board of Regents of the University of Texas System, The University of Texas M.D. Anderson Cancer Center and Intron Therapeutics, Inc., incorporated by reference to Exhibit 10.6 of the Registrant’s Registration Statement on Form S-1 (File No. 333-219386), as amended, originally filed on July 21, 2017.

10.7		Amendment No. 3 to Patent and Technology License Agreement, dated October 4, 2001, incorporated by reference to Exhibit 10.7 of the Registrant’s Registration Statement on Form S-1 (File No. 333-219386), as amended, originally filed on July 21, 2017.

10.8		Technology Sublicense Agreement, dated March 7, 2007, by and between Introgen Therapeutics, Inc., and Introgen Research Institute, Inc., incorporated by reference to Exhibit 10.8 of the Registrant’s Registration Statement on Form S-1 (File No. 333-219386), as amended, originally filed on July 21, 2017.

10.9		Assignment and Collaboration Agreement, dated April 13, 2009, by and between Gensolve, Inc. and the Registrant, incorporated by reference to Exhibit 10.9 of the Registrant’s Registration Statement on Form S-1 (File No. 333-219386), as amended, originally filed on July 21, 2017.

10.10		Technology License Agreement, dated February 26, 2010, by and between Introgen Research Institute, Inc. and P53, Inc., incorporated by reference to Exhibit 10.10 of the Registrant’s Registration Statement on Form S-1 (File No. 333-219386), as amended, originally filed on July 21, 2017.

10.11		Technology Sublicense Agreement, dated June 1, 2011, by and between the Registrant and Introgen Research Institute, Inc., incorporated by reference to Exhibit 10.12 of the Registrant’s Registration Statement on Form S-1 (File No. 333-219386), as amended, originally filed on July 21, 2017.

10.12		Amended Collaboration and Assignment Agreement, dated July 1, 2011, by and between Introgen Research Institute, Inc. and the Registrant, incorporated by reference to Exhibit 10.13 of the Registrant’s Registration Statement on Form S-1 (File No. 333-219386), as amended, originally filed on July 21, 2017.

10.13+		Executive Employment Agreement, dated April 13, 2018, by and between the Registrant and Rodney Varner, incorporated by reference to Exhibit 10.16 of the Registrant’s Annual Report on Form 10-K filed on April 17, 2018.

10.14+		Executive Employment Agreement, dated April 13, 2018, by and between the Registrant and Ryan Confer, incorporated by reference to Exhibit 10.17 of the Registrant’s Annual Report on Form 10-K filed on April 17. 2018.

10.15+		First Amendment to Executive Employment Agreement, dated as of June 24, 2024, by and between Genprex, Inc. and Ryan M. Confer, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on June 24, 2024.

10.16		Form of Securities Purchase Agreement, dated November 20, 2019, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on November 22, 2019.

10.17		Exclusive License Agreement, dated February 11, 2020, by and between the Registrant and the University of Pittsburgh - Of the Commonwealth System of Higher Education, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on February 18, 2020.

(i) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; andII-9

~~(ii)~~Table ~~Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part~~ of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.Contents

(5) That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

10.18		Form of Securities Purchase Agreement, dated February 19, 2020, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on February 20, 2020.

10.19++		Patent and Technology License Agreement, dated May 4, 2020, by and between the Registrant and The University of Texas M.D. Anderson Cancer Center, incorporated by reference to Exhibit 10.9 of the Registrant’s Quarterly Report on Form 10-Q filed on May 14, 2020.

10.20++		Amendment No. 1 to Patent and Technology License Agreement, dated March 3, 2021, by and between the Registrant and The University of Texas M.D. Anderson Cancer Center, incorporated by reference to Exhibit 10.29 of the Registrant’s Annual Report on Form 10-K filed on March 26, 2021.

10.21+		Offer Letter, dated September 27, 2021, by and between the Registrant and Mark S. Berger, M.D., incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed on September 28, 2021.

10.22++		First Amendment to Exclusive License Agreement, dated August 17, 2022, by and between Genprex, Inc. and the University of Pittsburgh - Of the Commonwealth System of Higher Education, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on August 22, 2022.

10.23++		Second Amendment to Exclusive License Agreement, dated November 3, 2022, by and between Genprex, Inc. and the University of Pittsburgh - Of the Commonwealth System of Higher Education, incorporated by reference to Exhibit 10.24 of the Registrant’s Annual Report on Form 10-K filed on April 1, 2024.

10.24++		Exclusive License Agreement, dated November 22, 2022, by and between Genprex, Inc. and the University of Pittsburgh - Of the Commonwealth System of Higher Education, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on November 28, 2022.

10.25++		Exclusive License Agreement, dated December 29, 2022, by and between Genprex, Inc. and the University of Pittsburgh - Of the Commonwealth System of Higher Education, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on January 5, 2023.

10.26		Form of Securities Purchase Agreement, dated March 1, 2023, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on February 27, 2023.

10.27++		Exclusive License Agreement, dated July 14, 2023, by and between Genprex, Inc. and the University of Pittsburgh - Of the Commonwealth System of Higher Education, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on July 18, 2023.

10.28		Form of Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on July 19, 2023.

10.29		At The Market Offering Agreement, dated December 13, 2023, by and between Genprex, Inc. and H.C. Wainwright & Co., LLC, incorporated by reference to Exhibit 1.1 of the Registrant’s Current Report on Form 8-K filed on December 13, 2023.

10.30		Form of Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on March 20, 2024.

10.31++		Exclusive License Agreement, dated February 17, 2025, by and between Genprex, Inc. and the University of Pittsburgh - Of the Commonwealth System of Higher Education, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on February 18, 2025.

10.32**		Purchase Agreement, dated June 11, 2025, by and between Genprex, Inc. and Lincoln Park Capital Fund, LLC, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on June 11, 2025.

(6) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.II-10

~~II-11~~Table of Contents

SIGNATURES

10.33**		Registration Rights Agreement, dated June 11, 2025, by and between Genprex, Inc. and Lincoln Park Capital Fund, LLC, incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on June 11, 2025.

10.34+		Genprex, Inc. 2018 Equity Incentive Plan (As Amended and Restated Effective June 30, 2025), incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on August 15, 2025.

10.35+		Form of Notice of Stock Option Grant and Stock Option Agreement, incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed on April 1, 2024.

10.36+		Form of Notice of Restricted Stock Award and Restricted Stock Agreement, incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed on April 1, 2024.

10.37+		Form of Notice of Restricted Stock Unit Award and Restricted Stock Unit Agreement, incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed on April 1, 2024.

10.38+		Form of Employee Stock Option Grant Notice and Option Agreement, incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed on April 1, 2024.

10.39		Form of Purchase Agreement, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on October 24, 2025.

10.40		Form of Purchase Agreement, incorporated by reference to Exhibit 10.1 of the Registrant ’s Current Report on Form 8-K filed on October 29, 2025.

16.1		Auditor Letter, dated March 6, 2023, incorporated by reference to Exhibit 16.1 of the Registrant’s Current Report on Form 8-K filed on March 6, 2023.

16.2		Auditor Letter, dated April 26, 2023, incorporated by reference to Exhibit 16.1 of the Registrant’s Current Report on Form 8-K/A filed on April 27, 2023.

16.3		Auditor Letter, dated May 12, 2023, incorporated by reference to Exhibit 16.1 of the Registrant’s Current Report on Form 8-K/A filed on May 12, 2023.

16.4		Auditor Letter, dated July 14, 2023, incorporated by reference to Exhibit 16.1 of the Registrant’s Current Report on Form 8-K filed on July 14, 2023.

16.5		Auditor Letter, dated August 21, 2023, incorporated by reference to Exhibit 16.1 of the Registrant’s Current Report on Form 8-K/A filed on August 21, 2023.

21.1		Subsidiaries of the Registrant, incorporated by reference to Exhibit 21.1 of the Registrant’s Annual Report on Form 10-K filed on April 1, 2025.

23.1*		Consent of WithumSmith+Brown, PC, Independent Registered Public Accounting Firm.

23.2*		Consent of Lowenstein Sandler LLP (included in Exhibit 5.1).

24.1*		Power of Attorney (included in signature page hereto).

107*		Filing Fee Table.

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Austin, State of Texas, on September 12, 2025.

*	Filed herewith.

**	Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.

+	Indicates management contract or compensatory plan.

++	Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

GENPREX, INC. By: /s/ Ryan M. Confer Name: Ryan M. Confer Title: President, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)II-11

~~POWER~~Table OFof ~~ATTORNEY~~Contents

~~Each~~Item ~~person whose signature appears below appoints Ryan M~~17. Confer, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement (and to any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or would do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereofUndertakings.

~~Pursuant~~The toundersigned ~~the~~registrant ~~requirements~~hereby ~~of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.~~undertakes:

Signature	Title	Date
/s/ Ryan M. Confer	President, Chief Executive Officer and Chief Financial Officer, and Member of the Board of Directors (Principal Executive Officer and Principal Financial and Accounting Officer)	September 12, 2025
Ryan M. Confer
/s/ Brent M. Longnecker	Member of the Board of Directors	September 12, 2025
Brent M. Longnecker
/s/ Jose Antonio Moreno Toscano	Chairman of the Board of Directors	September 12, 2025
Jose Antonio Moreno Toscano
/s/ Will R. Wilson, Jr.	Member of the Board of Directors	September 12, 2025
Will R. Wilson, Jr.

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

~~II-12~~(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (b)(1)(i), (ii), and (iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement.

(b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(d) For the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(e) That for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

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(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser

(f) That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(g) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

GENPREX, INC.

By:

/s/ Ryan M. Confer

Name:

Ryan M. Confer

Title:

President, Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer and Principal Financial and Accounting Officer)

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POWER OF ATTORNEY

Each person whose signature appears below appoints Ryan M. Confer, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement (and to any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or would do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated:

Signature	Title	Date

/s/ Ryan M. Confer	President, Chief Executive Officer, Chief Financial Officer and Director	November 21, 2025
Ryan M. Confer	(Principal Executive Officer and Principal Financial and Accounting Officer)

/s/ Brent M. Longnecker	Director	November 21, 2025
Brent M. Longnecker

/s/ Jose Antonio Moreno Toscano	Chairman of the Board	November 21, 2025
Jose Antonio Moreno Toscano

/s/ Will R. Wilson, Jr.	Director	November 21, 2025
Will R. Wilson, Jr.

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Filing Compare · Genprex, Inc.