Amendment No. 2 to Form S-1

As filed with the Securities and Exchange Commission on July 25, 2018

Registration No. 333-225090

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 2

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Genprex, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   2834   90-0772347

(State or Other Jurisdiction of

Incorporation or Organization

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

1701 Trinity Street, Suite 3.322

Austin, Texas, 78705

(512) 370-4081

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

J. Rodney Varner

Chief Executive Officer

Genprex, Inc.

1701 Trinity Street, Suite 3.322

Austin, Texas 78705

(512) 370-4081

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

 

 

Copies to:

Christopher J. Ozburn

Streusand Landon, Ozburn & Lemmon, LLP

811 Barton Springs Road, Suite 811

Austin, TX 78704

Telephone: (512) 236-9900

Fax: (512) 236-9904

 

 

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer:      Accelerated filer  
Non-accelerated filer:   ☐  (Do not check if a smaller reporting company)    Smaller reporting company  
     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 to Section 7(a)(2)(B) of the Securities Act. ☒

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of

Securities to be registered

 

Amount

to be

registered (1)

 

Proposed

maximum

offering price

per share (2)

 

Aggregate

maximum

offering price

 

Amount of

registration fee (2)

Common Stock, par value $0.001 per share

  4,636,680   $11.62   $53,878,222   $6,708(3)

 

 

(1)

Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.

(2)

With respect to the shares of common stock offered by the selling stockholders named herein, estimated at $11.62 per share, which is the average of the high and low prices as reported on the NASDAQ Capital Market on May 17, 2018, for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended.

(3)

Previously paid.

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 


EXPLANATORY NOTE

This Amendment No. 2 (this “Amendment”) relates to the Registrant’s Registration Statement on Form S-1 (File No. 333-225090), as amended. The Registrant is filing this Amendment for the sole purpose of filing an updated Consent of Independent Registered Public Accounting Firm as Exhibit 23.1 to the Registration Statement. This Amendment does not modify any provisions of Part I or Part II of the Registration Statement other than Item 16(a).


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16. Exhibits and Financial Statement Schedules.

 

  (a)

Exhibits:

See the Exhibit Index immediately preceding the signature page hereto for a list of the exhibits filed as part of this registration statement, which Exhibit Index is incorporated herein by reference.

 

II-1


EXHIBIT INDEX

 

Exhibit

Number

  

Description of Exhibit

23.1    Consent of Independent Registered Public Accounting Firm.

 

II-2


SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Austin, Texas, on July 25, 2018.

 

GENPREX, INC.
By:  

/s/ J. Rodney Varner

  J. Rodney Varner
  Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:

 

Signature

  

Title

  

Date

/s/ J. Rodney Varner

J. Rodney Varner

  

Chief Executive Officer and Member of the Board of Directors

(Principal Executive Officer)

   July 25, 2018

/s/ Ryan M. Confer

Ryan M. Confer

  

Chief Financial Officer

(Principal Financial Officer)

   July 25, 2018

/s/ David E. Friedman*

David E. Friedman

   Member of the Board of Directors    July 25, 2018

/s/s Robert W. Pearson*

Robert W. Pearson

   Member of the Board of Directors    July 25, 2018

 

*

Pursuant to power of attorney

 

By:  

/s/ J. Rodney Varner

  J. Rodney Varner
  Attorney-in-fact

 

II-3

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Genprex, Inc.

Austin, Texas

We hereby consent to the inclusion in this Amendment No. 1 to the Registration Statement on Form S-1 of our report dated April 17, 2018 relating to the financial statements of Genprex, Inc. for the years ended December 31, 2017 and 2016. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

We also consent to the reference to us under the caption “Experts” in the Prospectus.

/s/ Daszkal Bolton LLP

Boca Raton, Florida

July 25, 2018