Current Report Filing (8-k)

Date : 02/18/2020 @ 3:59PM
Source : Edgar (US Regulatory)
Stock : Genprex Inc (GNPX)
Quote : 2.37  -0.2 (-7.78%) @ 6:42PM
Genprex share price Chart

Current Report Filing (8-k)



Washington, D.C. 20549 








February 11, 2020

Date of report (Date of earliest event reported)



(Exact name of registrant as specified in its charter)




90 - 0772347

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)


1601 Trinity Street, Suite 3.322, Austin, TX



(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





Name of each exchange on which registered

Common Stock, par value $0.001 per share




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 1.01 Entry into a Material Definitive Agreement.


License Agreement with University of Pittsburgh


On February 11, 2020, Genprex, Inc. (“Genprex”) and the University of Pittsburgh - Of the Commonwealth System of Higher Education (“UP”) entered into an Exclusive License Agreement (the “UP License Agreement”), pursuant to which UP granted to Genprex a worldwide, exclusive license under certain patents and related technology, referred to collectively as the licensed technology, and a worldwide, non-exclusive license to use certain related know-how, all related to diabetes gene therapy. The contract was delivered from Genprex to UP and became effective on February 11, 2020. 


The UP License Agreement authorizes Genprex to make, have made, use and sell the licensed technology and to practice the patent rights in the field of diabetes therapy. Genprex may enter into sublicensing arrangements for the rights, privileges and licenses granted under the UP License Agreement upon the prior written approval of UP. Genprex agreed to use its diligent and commercially reasonable efforts to bring the licensed technology to market, to continue active, diligent marketing efforts for the licensed technology throughout the term of the UP License Agreement, and to achieve certain milestones within specified time periods.  Genprex agreed to submit annual progress reports to UP and, beginning in the year of the first commercial sale of the licensed technology, quarterly reports of manufacturing, sales and sublicense activities to UP including information as would allow the calculation of amounts owing to UP on account of such activities, as well as Genprex’s calculation of such amounts.


UP has reserved the royalty-free, nonexclusive right to practice the patent rights and know-how and to use the licensed technology for non-commercial education and research purposes, and Genprex agreed to sell licensed technology to UP and its affiliates upon request at the price and terms as are made available to Genprex’s most favored customer. The licenses granted to Genprex under the UP License Agreement are subject to the rights of the U.S. government, which may have acquired a nonexclusive, nontransferable, paid up license to practice or have practiced for or on behalf of the United States the inventions described in the patent rights throughout the world.  


As consideration for the UP License Agreement, Genprex agreed to pay UP an initial license fee, annual maintenance fees, running royalties, minimum annual royalties, a share of non-royalty sublicense income, and certain milestone payments, as well as patent prosecution expenses incurred prior to and after the effective date of the UP License Agreement.


The UP License Agreement remains in effect until the later of 20 years after the first commercial sale of the licensed technology or the expiration of the last valid claim of the patents licensed under the UP License Agreement. UP may terminate the agreement in the event of Genprex’s uncured default, failure to achieve the specified milestones within the specified time period, or intentional practice of the licensed patent rights or know-how outside the field of diabetes therapy, or if Genprex ceases to carry out its business, becomes bankrupt or insolvent, applies for or consents to the appointment of a trustee, receiver or liquidator of its assets or seeks relief under any law for the relief of debtors. Genprex may terminate the UP License Agreement upon six months prior written notice to UP and payment of all amounts accrued or due to UP through the effective date of termination.


The foregoing description of the material terms of the UP License Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the UP License Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.


Item 8.01 Other Events.


Press Release


On February 11, 2020, Genprex issued a press release announcing the UP License Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.






Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.








 Exclusive License Agreement dated February 11, 2020, by and between the University of Pittsburgh – Of the Commonwealth System of Higher Education and Genprex, Inc.



 Press Release dated February 11, 2020, issued by Genprex, Inc.







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.





Date: February 14, 2020


/s/ Ryan Confer


Ryan Confer


Chief Financial Officer

(Principal Financial Officer)





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