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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
 
August 17, 2022
Date of report (Date of earliest event reported)
 
GENPREX, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
001-38244
90-0772347
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification Number)
     
3300 Bee Cave Road, #650-227, Austin, TX
  
78746
(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:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
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:
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange on which registered
Common Stock, par value $0.001 per share
  
GNPX
  
The Nasdaq Capital Market
 
Indicate by check mark whether the registrant 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 8.01 Other Information.
 
On August 17, 2022, Genprex, Inc. (the “Company”) entered into the First Amendment to Exclusive License Agreement (the “Amendment”) with the University of Pittsburgh – Of the Commonwealth System of Higher Education (the “University of Pittsburgh”), which amends the Exclusive License Agreement (the “License Agreement”), dated, as of February 10, 2020, between the Company and the University of Pittsburgh. Pursuant to the License Agreement, the University of Pittsburgh granted the Company a worldwide, exclusive license under certain patents and related technology, referred to collectively as the licensed technology, and a worldwide, non-exclusive license to use certain related know-how, all related to diabetes gene therapy. The Amendment extends the date by which the Company is required to file an investigational new drug application with the U.S. Food and Drug Administration or foreign equivalent for the licensed technology.  The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and which is incorporated herein by reference.
 
Item 9.01: Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit
Number
 
 Description
     
10.1#   First Amendment to Exclusive License Agreement, dated August 17, 2022.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
# Confidential portions of this exhibit were redacted pursuant to Item 601(b)(10) of Regulation S-K and Genprex, Inc. agrees to furnish supplementally to the U.S. Securities and Exchange Commission a copy of any omitted schedule and/or exhibit upon request. The confidential portions of this exhibit were omitted by means of marking such portions with asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
 
 
 
 
 
 
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.
 
 
GENPREX, INC.
  
       
Date: August 19, 2022
By:
/s/ Ryan Confer
  
   
Ryan Confer
  
   
Chief Financial Officer
(Principal Financial Officer)
  
 
 
 

EXHIBIT 10.1

 

[*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

 

First Amendment to Exclusive License Agreement

 

This First Amendment (the “Amendment”) is dated as of August 17, 2022 and amends the Exclusive License Agreement (the “Original Agreement”) dated as of February 10, 2020 (“Effective Date”) by and between University of Pittsburgh – Of the Commonwealth System of Higher Education, having an office at 1st Floor Gardner Steel Conference Center, 130 Thackeray Avenue, Pittsburgh, PA 15260 (“University”) and Genprex, Inc. having an office at 3300 Bee Cave Road, Suite 650-227, Austin, TX 78746 (the “Licensee”) as hereinafter set forth.

 

WHEREAS, University and Licensee are parties to the Original Agreement;

 

WHEREAS, both Parties mutually agree to amend the Original Agreement as hereinafter set forth.  

 

NOW, THEREFORE, for good and valuable consideration contained herein, the exchange, receipt and sufficiency of which are acknowledged, the Parties agree as follows:

 

1.   Amendment Fee.   The Licensee shall pay University an Amendment Fee in the amount of [*] which shall be due within five (5) business days of the date of this First Amendment.

 

2.   Section 3.2(a) shall be deleted in its entirety and replaced with the following new provision:

 

“File an FDA investigational new drug (“IND”) application or foreign equivalent on Licensed Technology within [*] from the Effective Date.

 

 

3.

Miscellaneous.

 

 

a.

Except as specifically amended above, all terms of the Original Agreement shall remain in full force and effect.  To the extent that there are any inconsistencies between the terms of the Original Agreement and the terms of this First Amendment, the terms of this First Amendment shall prevail in effect.  

 

 

b.

The parties acknowledge that this First Amendment and the Original Agreement set forth the entire understanding and intentions of the parties hereto as to the subject matter hereof and supersedes all previous understandings between the parties, written or oral, regarding such subject matter.

 

[Remainder of this page is left intentionally blank.]

 

 
 

 

 

IN WITNESS WHEREOF, the parties represent and warrant that each has the authority to bind the party to this Original Agreement and hereto have executed this First Amendment as of the date first written above.

 

UNIVERSITY OF PITTSBURGH – OF THE COMMONWEALTH SYSTEM OF HIGHER EDUCATION

 

By

/s/ Evan Facher

 

Evan Facher, Ph.D., MBA

 

Director, Innovation Institute

 

Vice Chancellor for Innovation and Entrepreneurship

 

GENPREX, INC.

 

By

/s/ J. Rodney Varner

 

Rodney Varner

 

Chief Executive Officer 

 

Title: