8-K 1 gnpx20200825_8k.htm FORM 8-K gnpx20190911_8k.htm

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 21, 2020

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)

     

1601 Trinity Street, Suite 3.312.09, Austin, TX

 

78712

(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 5.02: Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e)

 

2020 and 2021 Executive Officer Base Salary

 

On August 21, 2020, based on the recommendation of the Compensation Committee (the “Committee”) of our Board of Directors (the “Board”), the Board approved increases in base salary for J. Rodney Varner, our President, Chief Executive Officer and Secretary, and Ryan M. Confer, our Chief Financial Officer. These increases in base salary are effective as of January 1, 2020 and will continue to be effective through December 31, 2021. The following table sets forth the increased base salaries for these executive officers:

 

Name

  

Title

  

Base Salary

 

J. Rodney Varner

  

President, Chief Executive Officer and Secretary

  

$

480,000

 

Ryan M. Confer

  

Chief Financial Officer

  

$

345,000

 

 

Stock Option Grants

 

On August 21, 2020, based on the recommendation of the Committee, the Board approved the grant of additional stock options to each of Mr. Varner and Mr. Confer. The following table sets forth the number of shares underlying the stock option grants for these executive officers:

 

Name

  

Title

  

Stock Options

 

J. Rodney Varner

  

President, Chief Executive Officer and Secretary

  

 

530,000

 

Ryan M. Confer

  

Chief Financial Officer

  

 

270,000

 

 

The stock options described above were granted under our 2018 Equity Incentive Plan and have a per share exercise price equal to $3.80, the closing price of our common stock as reported on The NASDAQ Capital Market on August 21, 2020. Each option is subject to a three-year vesting schedule, with 1/36 vesting monthly over the 36 months following August 21, 2020, subject to the respective optionee’s continued service with us.

 

 

 

 

 

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 27, 2020

By:

/s/ Ryan Confer

 
   

Ryan Confer

 
   

Chief Financial Officer

(Principal Financial Officer)