UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
March 18, 2020
Date of report (Date of earliest event reported)
GENPREX, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
001-38244 |
90 - 0772347 |
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
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1601 Trinity Street, Suite 3.322, Austin, TX |
78712 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (512) 537-7997
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, par value $0.001 per share |
GNPX |
The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 1.01 Entry into a Material Definitive Agreement.
Amendment of Option Agreements
On March 18, 2020, Genprex, Inc. (the “Company”) entered into an Amendment No. 1 to Stock Option Agreement (the “Friedman Amendment”) with David E. Friedman, a member of the Company’s Board of Directors, and an Amendment No. 1 to Stock Option Agreement (the “Pearson Amendment” and together with the Friedman Amendment, the “Amendments”) with Robert W. Pearson, also a member of the Company’s Board of Directors, to change the vesting of a stock option granted to Mr. Friedman and a stock option granted to Mr. Pearson (each an “Option” and together, the “Options”) on December 30, 2019.
Each of the Options was an Annual Award under the Company’s Outside Director Compensation Policy and was granted with the following vesting schedule: one hundred percent (100%) of the shares subject to each Option shall vest upon the earlier of (a) the one (1) year anniversary of June 10, 2019 (the date of the Company’s 2019 annual meeting of the Company’s stockholders) and (b) the day prior to the Company’s next annual meeting of the Company’s stockholders occurring after the grant date, in each case, provided that the optionee continues to serve as a Service Provider (as defined in the Company’s 2018 Equity Incentive Plan) through the applicable vesting date.
As amended by the Amendments, one hundred percent (100%) of the shares subject to each Option shall vest upon March 18, 2020, the effective date of the Amendment.
The foregoing description of the Amendments does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the Friedman Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference and the Pearson Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
As described below, on March 18, 2020, we granted a stock option under our 2018 Equity Incentive Plan to purchase up to 11,775 shares of our common stock to each of Brent Longnecker, Jose Antonio Moreno Toscano and Will R. Wilson, Jr., each with an exercise price of $2.67 per share.
The issuances described above was made pursuant to an exemption from the registration requirement of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Regulation D thereunder.
Item 5.02: Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Brent Longnecker to Board of Directors
On March 18, 2020, the board of directors of the Company (the “Board”) appointed Brent Longnecker to fill a vacancy on the Board. Mr. Longnecker will join Class I of the Board and serve until the 2021 annual meeting of stockholders. The Board appointed Mr. Longnecker to serve as a member of the audit committee, as a member of the compensation committee and as a member of the nominating and corporate governance committee of the Board.
Mr. Longnecker was not appointed pursuant to any arrangement or understanding with any person.
In each of 2018 and 2019, the Company entered into an agreement with Longnecker & Associates, a compensation consulting firm of which Mr. Longnecker serves as Chairman and Chief Executive Officer, pursuant to which Longnecker & Associates provided advisory services to the Company’s Compensation Committee related to cash and equity compensation policies and recommendations. The Company paid Longnecker & Associates $37,000 in 2018 and $49,500 in 2019 for such services.
In accordance with the Company’s Outside Director Compensation Policy, on March 18, 2020, Mr. Longnecker was granted an option to purchase 11,775 shares of the company’s common stock at an exercise price equal to $2.67 per share, the closing price of the Company’s common stock on March 18, 2020. One hundred percent (100%) of the shares subject to the option shall vest upon the earlier of (a) the one (1) year anniversary of March 18, 2020 and (b) the day prior to the Company's next annual meeting of the Company's stockholders occurring after the grant date, in each case, provided that Mr. Longnecker continues to serve as a Service Provider (as defined in the Company’s 2018 Equity Incentive Plan) to the Company through the applicable vesting date.
Appointment of Jose Antonio Moreno Toscano to Board of Directors
On March 18, 2020, the Board appointed Jose Antonio Moreno Toscano to fill a vacancy on the Board. Mr. Moreno Toscano will join Class III of the Board and serve until the 2020 annual meeting of stockholders. The Board appointed Mr. Moreno Toscano to serve as a member of the audit committee, as a member of the compensation committee and as a member of the nominating and corporate governance committee of the Board.
Mr. Moreno Toscano was not appointed pursuant to any arrangement or understanding with any person.
Neither Mr. Moreno Toscano nor any of his immediate family has been a party to any transaction with the Company, nor is any such transaction currently proposed, that would be reportable under Item 404(a) of Regulation S-K.
In accordance with the Company’s Outside Director Compensation Policy, on March 18, 2020, Mr. Moreno Toscano was granted an option to purchase 11,775 shares of the company’s common stock at an exercise price equal to $2.67 per share, the closing price of the Company’s common stock on March 18, 2020. One hundred percent (100%) of the shares subject to the option shall vest upon the earlier of (a) the one (1) year anniversary of March 18, 2020 and (b) the day prior to the Company's next annual meeting of the Company's stockholders occurring after the grant date, in each case, provided that Mr. Moreno Toscano continues to serve as a Service Provider (as defined in the Company’s 2018 Equity Incentive Plan) to the Company through the applicable vesting date.
Appointment of Will R. Wilson, Jr. to Board of Directors
On March 18, 2020, the Board appointed Will R. Wilson, Jr. to fill a vacancy on the Board. Mr. Wilson will join Class II of the Board and serve until the 2022 annual meeting of stockholders. The Board appointed Mr. Wilson to serve as a member of the audit committee, as a member of the compensation committee and as a member of the nominating and corporate governance committee of the Board.
Mr. Wilson was not appointed pursuant to any arrangement or understanding with any person.
Neither Mr. Wilson nor any of his immediate family has been a party to any transaction with the Company, nor is any such transaction currently proposed, that would be reportable under Item 404(a) of Regulation S-K.
In accordance with the Company’s Outside Director Compensation Policy, on March 18, 2020, Mr. Wilson was granted an option to purchase 11,775 shares of the company’s common stock at an exercise price equal to $2.67 per share, the closing price of the Company’s common stock on March 18, 2020. One hundred percent (100%) of the shares subject to the option shall vest upon the earlier of (a) the one (1) year anniversary of March 18, 2020 and (b) the day prior to the Company's next annual meeting of the Company's stockholders occurring after the grant date, in each case, provided that Mr. Wilson continues to serve as a Service Provider (as defined in the Company’s 2018 Equity Incentive Plan) to the Company through the applicable vesting date.
Item 8.01 Other Events.
Press Release
On March 24, 2020, the Company issued a press release announcing the appointments of Mr. Longnecker, Mr. Moreno Toscano and Mr. Wilson to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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GENPREX, INC. |
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Date: March 24, 2020 |
By: |
/s/ Ryan Confer |
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Ryan Confer |
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Chief Financial Officer (Principal Financial Officer) |
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EXHIBIT 10.1
GENPREX, INC.
Amendment No. 1 to Stock Option Agreement
This Amendment No. 1 to Stock Option Agreement (this “Amendment”) is made as of March 18, 2020 (the “Effective Date”) by and between Genprex, Inc., a Delaware corporation (the “Company”), and David Friedman (the “Optionee”). Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Company’s 2018 Equity Incentive Plan (the “Plan”) and the Option Agreement (as defined below) with respect to the Option (as defined below), each of which is made a part of this document.
RECITALS
WHEREAS, on December 30, 2019, the Company granted to Optionee an option to purchase 68,376 shares of the Company’s Common Stock under the Plan (the “Option”);
WHEREAS, the Company and the Optionee have entered into a Notice of Stock Option Grant and Stock Option Agreement (the “Option Agreement”) setting forth the terms and conditions of the Option, including the Vesting Schedule (as set forth in the Option Agreement); and
WHEREAS, the Company and the Optionee desire to amend the Vesting Schedule to accelerate the vesting of the Option so that the Option is fully vested on the Effective Date;
AGREEMENT
NOW, THEREFORE, the parties agree as follows:
1. Amendment of Option Agreement. The Vesting Schedule of the Option Agreement is hereby amended and restated to read in its entirety as follows:
Vesting Schedule:
This Option will be exercisable to the extent vested on the following schedule:
One hundred percent (100%) of the Shares subject to the Option shall vest upon the date of grant of the Option.
2. Miscellaneous. Any amendment, change, modification or termination of this Amendment may be made only in an express written contract executed by the Optionee and a duly authorized officer of the Company. Except as set forth herein, the Option Agreement shall continue in full force and effect. This Amendment may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. This Amendment is governed by the internal substantive laws but not the choice of law rules of the State of Delaware.
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GENPREX, INC.
By: Rodney Varner, CEO |
OPTIONEE
David Friedman |
EXHIBIT 10.2
GENPREX, INC.
Amendment No. 1 to Stock Option Agreement
This Amendment No. 1 to Stock Option Agreement (this “Amendment”) is made as of March 18, 2020 (the “Effective Date”) by and between Genprex, Inc., a Delaware corporation (the “Company”), and Robert Pearson (the “Optionee”). Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Company’s 2018 Equity Incentive Plan (the “Plan”) and the Option Agreement (as defined below) with respect to the Option (as defined below), each of which is made a part of this document.
RECITALS
WHEREAS, on December 30, 2019, the Company granted to Optionee an option to purchase 68,376 shares of the Company’s Common Stock under the Plan (the “Option”);
WHEREAS, the Company and the Optionee have entered into a Notice of Stock Option Grant and Stock Option Agreement (the “Option Agreement”) setting forth the terms and conditions of the Option, including the Vesting Schedule (as set forth in the Option Agreement); and
WHEREAS, the Company and the Optionee desire to amend the Vesting Schedule to accelerate the vesting of the Option so that the Option is fully vested on the Effective Date;
AGREEMENT
NOW, THEREFORE, the parties agree as follows:
1. Amendment of Option Agreement. The Vesting Schedule of the Option Agreement is hereby amended and restated to read in its entirety as follows:
Vesting Schedule:
This Option will be exercisable to the extent vested on the following schedule:
One hundred percent (100%) of the Shares subject to the Option shall vest upon the date of grant of the Option.
2. Miscellaneous. Any amendment, change, modification or termination of this Amendment may be made only in an express written contract executed by the Optionee and a duly authorized officer of the Company. Except as set forth herein, the Option Agreement shall continue in full force and effect. This Amendment may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. This Amendment is governed by the internal substantive laws but not the choice of law rules of the State of Delaware.
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GENPREX, INC.
By: Rodney Varner, CEO |
OPTIONEE
Robert Pearson |
EXHIBIT 99.1
Genprex Bolsters Board of Directors, Appoints Three Biotechnology and Healthcare Industry Leaders
Board additions will enhance Company’s ability to execute on key corporate initiatives
AUSTIN, Texas — (March 24, 2020) — Genprex, Inc. (“Genprex” or the “Company”) (Nasdaq: GNPX), a clinical-stage gene therapy company developing potentially life-changing technologies for patients with cancer and diabetes, today announced the appointment of three new members to its Board of Directors. The new appointments are designed to strengthen the Company as it executes on its key clinical programs, continues to build its pipeline, and evaluates future license or corporate partnership agreements. The new Board members include Brent Longnecker, Chief Executive Officer of Longnecker & Associates, Jose A. Moreno Toscano, Chief Executive Officer of LFB USA Inc, and William R. (“Will”) Wilson, Jr., Chairman, President and Chief Executive Officer of Wilson Land & Cattle Co.
This strengthening of the Board of Directors closely follows the Company receiving Fast Track Designation from the Food and Drug Administration (FDA) for its lead drug candidate, raising more than $26 million from institutional investors over the last few months, and licensing a new gene therapy drug candidate for diabetes from the University of Pittsburgh. Also, just yesterday, the Company announced that it strengthened its management team by adding two new senior executives, Catherine Vaczy as Executive Vice President and Chief Strategy Officer, and Michael Redman as Executive Vice President and Chief Operating Officer.
“We are honored to have Brent, Jose and Will join our Board in what we believe is a transformational time for our Company,” said Rodney Varner, Chief Executive Officer of Genprex. “Their combined experience in regulatory compliance, business development, clinical trial management, and deal structuring will be invaluable as we continue to our develop gene therapy drug candidates and pursue partnerships for our drug candidates. The addition of these outstanding directors, together with our new senior executive hires and a significantly strengthened balance sheet, puts us in an excellent position to execute our plans.”
Brent Longnecker has more than 30 years of experience in corporate governance, executive compensation, and risk management consulting for public, private, and non-profit organizations. Mr. Longnecker built one of the country’s leading privately-held executive compensation and corporate governance consultancies, serving both domestic and international markets. Mr. Longnecker has deep expertise in healthcare, energy, real estate, manufacturing, and financial companies, regularly consulting with boards of directors, CEOs, key executives, and advisors in many major industries. He is a prolific author on the subjects of executive compensation and corporate governance.
Jose A. Moreno Toscano brings to the Company over 20 years of experience in the pharmaceutical and biotechnology industries, building, developing and transforming organizations. Mr. Moreno Toscano has a successful track record of identifying and capitalizing on opportunities to drive exponential revenue growth and market expansion, revitalizing underperforming operations and establishing foundations for successful start-up operations. His experience includes strategic planning, corporate restructuring, business development, M&A, investor relations, and general management.
William R. Wilson, Jr. has more than 40 years of experience as an attorney, with legal experience spanning health care regulation, biotechnology, clinical trial management, nursing home licensing and regulation, physician accreditation, securities, corporate governance, and contractual matters. He previously served as Judge of the 250th District Court of Travis County, Texas, where he presided over civil litigation, as well as Assistant District Attorney for Dallas County, Texas.
About Genprex, Inc.
Genprex, Inc. is a clinical-stage gene therapy company developing potentially life-changing technologies for patients with cancer and other serious diseases. Genprex’s technologies are designed to administer disease-fighting genes to provide new treatment options for large patient populations with cancer and other serious diseases who currently have limited treatment options. Genprex works with world-class institutions and collaborators to in-license and develop drug candidates to further its pipeline of gene therapies in order to provide novel treatment approaches for patients with cancer and other serious diseases. The Company’s lead product candidate, Oncoprex™, is being evaluated as a treatment for non-small cell lung cancer (NSCLC). Oncoprex has a multimodal mechanism of action that has been shown to interrupt cell signaling pathways that cause replication and proliferation of cancer cells; re-establish pathways for apoptosis, or programmed cell death, in cancer cells; and modulate the immune response against cancer cells. Oncoprex has also been shown to block mechanisms that create drug resistance. In January 2020, the U.S. Food and Drug Administration granted Fast Track Designation for Oncoprex immunogene therapy for NSCLC in combination therapy with osimertinib (AstraZeneca’s Tagrisso®). For more information, please visit the Company’s web site at www.genprex.com or follow Genprex on Twitter, Facebook and LinkedIn.
Forward-Looking Statements
Statements contained in this press release regarding matters that are not historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Such statements include, but are not limited to, statements regarding the effect of Genprex’s product candidates, alone and in combination with other therapies, on cancer and diabetes, regarding potential, current and planned clinical trials, regarding our possible commercial partnerships and regarding our financial resources. Risks that contribute to the uncertain nature of the forward-looking statements include the presence and level of the effect of our product candidates, alone and in combination with other therapies, on cancer and diabetes; the timing and success of our clinical trials and planned clinical trials of Oncoprex™, alone and in combination with targeted therapies and/or immunotherapies, and whether our other potential product candidates, including our gene therapy in diabetes, advance into clinical trials; our ability to enter into strategic partnerships and the success of those partnerships; the timing and success of obtaining FDA approval of Oncoprex™ and our other potential product candidates; and the extent and duration of the current and future economic challenges we may face. These and other risks and uncertainties are described more fully under the caption “Risk Factors” and elsewhere in our filings and reports with the United States Securities and Exchange Commission. All forward-looking statements contained in this press release speak only as of the date on which they were made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
Genprex, Inc.
(877) 774-GNPX (4679)
Investor Relations
GNPX Investor Relations
(877) 774-GNPX (4679) ext. #2
investors@genprex.com
Media Contact
Genprex Media Relations
Kalyn Dabbs
(877) 774-GNPX (4679) ext. #3
media@genprex.com