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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
 
July 10, 2023
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 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 4.01. Changes in Registrant's Certifying Accountant.
 
On July 10, 2023, the Audit Committee of Genprex, Inc. (“our” or “we” or the “Company”) was notified by CohnReznick LLP (“CohnReznick”), the Company’s independent registered public accounting firm, of its decision to resign as the independent registered public accounting firm of the Company effective upon the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 due to be filed by August 14, 2023. CohnReznick stated that it is providing the notice of resignation due to resource constraints. CohnReznick will remain engaged by the Company to complete its review of the Company’s interim financial statements for the quarter ended June 30, 2023. The Company is in the process of selecting a new independent registered public accounting firm. 
 
The Company engaged CohnReznick as its independent registered public accounting firm on April 24, 2023 (the “Engagement Date”), following the completion of a business combination agreement between CohnReznick and Daszkal Bolton LLP (“Daszkal”), the Company’s prior independent registered public accounting firm. Daszkal had served as the Company's auditor since February 2014. Since the Engagement Date and through the date of this Current Report on Form 8-K, there were (i) no disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and CohnReznick on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to CohnReznick’s satisfaction, would have caused CohnReznick to make reference thereto in its reports on the financial statements for such period; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
 
CohnReznick is not required to and did not seek the Company’s consent to its decision to resign as the Company’s independent registered public accounting firm. As a result, neither the Company’s Board of Directors nor the Audit Committee took part in CohnReznick's decision to provide its notice of resignation.
 
The Company provided CohnReznick with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that CohnReznick furnish a letter addressed to the Securities and Exchange Commission stating whether CohnReznick agrees with the statements made herein. A copy of CohnReznick’s letter dated July 14, 2023, is filed as Exhibit 16.1 attached hereto.
 
Item 9.01: Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit
Number
 
 Description
     
16.1   Auditor letter, dated July 14, 2023
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
 
 
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: July 14, 2023
By:
/s/ Ryan Confer
  
   
Ryan Confer
  
   
Chief Financial Officer
(Principal Financial Officer)
  
 
 

Exhibit 16.1

 

July 14, 2023

 

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 

Ladies and Gentlemen:

 

We have read the statements made by Genprex, Inc., which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K of the Company dated July 14, 2023, and agree with such statements contained therein as they pertain to our firm. 

 

Sincerely,

 

/s/ CohnReznick LLP