Registration of Additional Securities (up to 20%) (s-3mef)

Date : 02/19/2020 @ 1:57PM
Source : Edgar (US Regulatory)
Stock : Genprex Inc (GNPX)
Quote : 2.25  0.05 (2.27%) @ 5:00AM
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Registration of Additional Securities (up to 20%) (s-3mef)

As filed with the Securities and Exchange Commission on February 19, 2020

 

Registration No. 333-         

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM S-3

 

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

 


 

GENPREX, INC.

(Exact name of registrant as specified in its charter)

 


 

 

Delaware

(State or other jurisdiction of incorporation or

organization)

 

90-0772347

(I.R.S. Employer Identification No.)

 


 

1601 Trinity Street, Suite 3.322

Austin, TX 78712

(512) 537-7997

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 


 

J. Rodney Varner
Chief Executive Officer

Genprex, Inc.

1601 Trinity Street, Suite 3.322

Austin, TX 78712

(512) 537-7997

 

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 


 

Copies to:

Richard Friedman, Esq.

Nazia J. Khan, Esq.

Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, NY 10112

Telephone: (212) 653-8700

 

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

 

-1-

 

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

 

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, other than securities offered only in connection with dividend or interest reinvestment plans, 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.  ☒   333-233774

 

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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☐

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

 

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:

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 pursuant 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

 

Proposed Maximum
Offering Price
Per Share

 

Proposed Maximum
Aggregate
Offering Price

 

Amount of Registration
Fee

 

Common Stock, par value $0.001 per share

 

(1)

(1)

$

3,100,233

 

$

402.41

(2)

 

(1) The Registrant previously registered common stock, preferred stock, debt securities, warrants and units with an aggregate offering price not to exceed $25,000,000 on a Registration Statement on Form S-3 (File No. 333-233774), as amended, which was declared effective on October 28, 2019. In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional indeterminate number of shares of the Registrant’s common stock as shall have an aggregate offering price not to exceed $3,100,233 is hereby being registered hereunder. The proposed maximum offering price per share will be determined, from time to time, by the Registrant in connection with the issuance by the Registrant of the shares of common stock registered hereunder. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration.

 

(2) Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended. Represents the registration fee only for the additional amount of securities of the Registrant being registered hereby. The Registrant previously registered securities pursuant to a Registration Statement on Form S-3 (File No. 333-233774), as amended, for which a fee of $3,030 was paid. 

 


 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act of 1933, as amended.

 

-2-

 

 

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

 

This Registration Statement is being filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and General Instruction IV(A) to Form S-3 to register the Registrant’s common stock, par value $0.001 per share, with an aggregate initial offering price not to exceed $3,100,233. In accordance with Rule 462(b), this Registration Statement incorporates by reference the contents of the Registrant’s Registration Statement on Form S-3 (File No. 333-233774), filed with the Securities and Exchange Commission on September 16, 2019, as amended on October 4, 2019, and declared effective by the Securities and Exchange Commission on October 28, 2019, including all amendments, supplements and exhibits thereto and all information incorporated by reference therein, other than the exhibits included herein.

 

The required opinion and consents are listed on the Exhibit Index attached to and filed with this registration statement.

 

-3-

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Austin, State of Texas, on the 19th day of February 2020.

 

 

 

GENPREX, INC.

 

By:

/s/ J. Rodney Varner

 

 

J. Rodney Varner

 

 

Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, the following persons in the capacities and on the dates indicated have signed this Registration Statement below.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ J. Rodney Varner

 

Chief Executive Officer and Director

 

February 19, 2020

J. Rodney Varner

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ Ryan M. Confer

 

Chief Financial Officer

 

February 19, 2020

Ryan M. Confer

 

 (Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

 

 

Director

 

February 19, 2020

David E. Friedman

 

 

 

 

 

 

 

 

 

/s/ Robert W. Pearson

 

Director

 

February 19, 2020

Robert W. Pearson

 

 

 

 

 

 

 

 

 

 

-4-

 

INDEX TO EXHIBITS

 

Exhibit
Number

 

Description

 

 

 

5.1

 

Opinion of Sheppard, Mullin, Richter & Hampton LLP

 

 

 

23.1

 

Consent of Daszkal Bolton LLP

 

 

 

23.2

 

Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1) 

 

-5-

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