Failure to Satisfy Listing Rule Form 8 K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 26, 2024, Genprex, Inc. (the "Company") received a letter from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market ("Nasdaq") notifying the Company that, based upon the closing bid price of the Company's common stock, par value $0.001 per share ("Common Stock"), for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market as set forth in Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Price Requirement").

The Nasdaq notification has no immediate effect on the listing or trading of the Company's Common Stock on The Nasdaq Capital Market, and, therefore, the Company's listing remains fully effective.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until March 25, 2025 (the "Compliance Date"), to regain compliance with the Minimum Bid Price Requirement. If, at any time during this 180-day period, the closing bid price of the Company's Common Stock is at least $1.00 for a minimum of 10 consecutive business days, subject to the Staff's discretion to extend such 10-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H), the Staff will provide the Company written confirmation of compliance with the Minimum Bid Price Requirement and the matter will be closed. If the Company does not regain compliance by the Compliance Date, the Company may be eligible for an additional 180 calendar day compliance period. To qualify for such additional compliance period, the Company would have to (i) meet the continued listing requirement for market value of publicly held shares and all other initial listing standards of The Nasdaq Capital Market, except for the Minimum Bid Price Requirement, and (ii) provide written notice to Nasdaq of its intention to cure the deficiency during the additional compliance period, by effecting a reverse stock split, if necessary. If the Company is not eligible for the additional compliance period or it appears to the Staff that the Company will not be able to cure the deficiency, the Staff will provide written notice to the Company that its Common Stock will be subject to delisting. The Company may appeal any such delisting determination to a Nasdaq hearings panel, but there can be no assurance that any such appeal would be successful.

The Company intends to monitor the closing bid price of its Common Stock and will assess potential actions to regain compliance with the Minimum Bid Price Requirement. There can be no assurance that the Company will regain compliance with the Minimum Bid Price Requirement during the 180-day compliance period, secure a second period of 180 days to regain compliance or otherwise maintain compliance with the other Nasdaq continued listing requirements.