On February 27, 2023 Genprex, Inc. (the "Company") reported that it has entered into a securities purchase agreement (the "Securities Purchase Agreement") with an accredited healthcare-focused institutional investor (the "Purchaser") pursuant to which the Company agreed to issue and sell to the Purchaser 3,809,524 shares (the "Shares") of its common stock, par value $0.001 per share (the "Common Stock") and common warrants to purchase an aggregate of 3,809,524 shares of Common Stock (the "Warrants"), in a registered direct offering (the "Offering") (Filing, 8-K, Genprex, FEB 27, 2023, View Source [SID1234627758]).

The Warrants are exercisable immediately upon issuance, expire 5 years from the date of issuance and have an exercise price of $1.10 per share. The combined offering price is $1.05 per share of common stock and accompanying Warrant. The aggregate gross proceeds to the Company from the Offering are expected to be approximately $4.0 million, before deducting placement agent fees and other estimated Offering expenses payable by the Company, and excluding the proceeds, if any, from the exercise of the Warrants issued in the Offering. The closing of the Offering is expected to occur on or about March 1, 2023, subject to the satisfaction of customary closing conditions.

The Warrants may only be exercised on a cashless basis if, at the time of exercise, there is no registration statement registering, or the prospectus contained therein in not available for, the issuance or resale of shares of common stock underlying the Warrants to or by the holder. In the event of certain fundamental transactions, holders of the Warrants will have the right to receive the Black Scholes Value of their Warrant calculated pursuant to a formula set forth in the Warrant and payable in the form of consideration set forth in the Warrant.

The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing. The representations, warranties and covenants contained in the Securities Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Securities Purchase Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Securities Purchase Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Securities Purchase Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the Commission.

The Company engaged A.G.P./Alliance Global Partners to act as placement agent in the Offering. The Company has agreed to pay the placement agent a cash fee equal to 7.0% of the aggregate gross proceeds generated from the Offering and to reimburse certain expenses of the placement agent in connection with the Offering in an amount not to exceed $20,000.

The Offering is being made pursuant to the Company’s registration statement on Form S-3 (No. 333-239134), as previously filed with the Securities and Exchange Commission on June 12, 2020, as amended on July 1, 2020 and declared effective on July 17, 2020, and a related base prospectus and prospectus supplement.

The foregoing descriptions of the material terms of the Warrant and the Securities Purchase Agreement do not purport to be complete and are qualified by the forms of the Warrant and the Securities Purchase Agreement, copies of which are filed herewith as Exhibits 4.1 and 10.1, respectively, and are incorporated herein by reference.

This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

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