gnpx-8k_20181005.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

 

October 1, 2018

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)

 

 

 

1701 Trinity Street, Suite 3.322, 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))


 

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 5.07: Submission of Matters to a Vote of Security Holders.

On October 1, 2018, Genprex, Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”). As of August 21, 2018, the record date for the Annual Meeting, 15,037,944 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.

A total of 9,333,141 shares of the Company’s common stock were present at the meeting in person or by proxy, which represents approximately 62.1% of the shares of common stock outstanding as of the record date for the Annual Meeting.

Proposal 1. Approval of the Issuance of Shares of Common Stock and Warrants to Purchase Shares of Common Stock.

The Company’s stockholders approved the issuance of up to a certain number of shares of the Company’s common stock in connection with a private placement transaction that exceeded 20% of the Company’s outstanding common stock prior to a private placement, which is described in detail in the definitive proxy statement filed with the Securities and Exchange Commission on August 29, 2018. The final voting results are as follows:

 

 

 

 

 

 

 

Votes For

  

Votes Against

  

Abstention

  

Broker Non-Votes

7,912,146

  

1,864

  

12,833

  

1,406,298

Proposal 2. Election of Director.

The Company’s stockholders elected the person listed below as a Class I Director, to serve until the Company’s 2021 Annual Meeting of Stockholders and until his successor is duly elected and qualified. The final voting results are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Name

  

Votes For

 

  

Votes Withheld

 

  

Broker Non-Votes

 

David E. Friedman

  

 

7,920,270

 

  

 

6,573

 

  

 

1,406,298

 

Proposal 3. Ratification of the Selection of Independent Registered Public Accounting Firm.

The Company’s stockholders ratified the selection of Daszkal Bolton LLP by the Audit Committee of the Company’s Board of Directors as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. The final voting results are as follows:

 

 

 

 

 

 

 

Votes For

  

Votes Against

  

Abstention

  

Broker Non-Votes

9,268,749

  

14,977

  

49,415

  

0

 

 

 

 


 


 

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: October 5, 2018

By:

/s/ Ryan Confer

 

 

 

Ryan Confer

 

 

 

Chief Financial Officer

(Principal Financial Officer)