GNPX 2018 Proxy Statement

GENPREX, INC. Dell Medical Center, Health Discovery Building 1701 Trinity Street, Suite 3.322, Austin, TX 78712 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held On October 1, 2018 Dear Stockholder: You are cordially invited to attend the 2018 annual meeting of stockholders (the “Annual Meeting”) of Genprex, Inc., a Delaware corporation (the “Company”). The meeting will be held on Monday, October 1, 2018 at 10:30 a.m. (local time) at the offices of W2O Group, 507 Calles Street, Suite 112, Austin, TX 78702, for the following purposes: 1. To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance by the Company of shares of common stock pursuant to the terms of the private placement financing transaction contemplated by a Securities Purchase Agreement dated May 6, 2018, between the Company and each of the investors named therein, and the other documents and agreements related thereto, without giving effect to the caps on issuing shares contained therein. 2. To elect the Class I director named herein to hold office until the 2021 annual meeting of stockholders. 3. To ratify the selection by the Audit Committee of our Board of Directors of Daszkal Bolton LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2018. 4. To conduct any other business properly brought before the meeting. These items of business are more fully described in the Proxy Statement accompanying this Notice. The record date for the Annual Meeting is August 21, 2018. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. By Order of the Board of Directors, /s/ Rodney Varner Rodney Varner Chief Executive Officer Austin, Texas August 29, 2018 You are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting, please complete, date, sign and return the proxy mailed to you, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

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