GNPX 2018 Proxy Statement

9 permitted exceptions. Under the Registration Rights Agreement, we have agreed to keep the Resale Registration Statement effective at all times until the earlier of (i) the date as of which the Investors may sell all of the securities covered by such registration statement without volume or manner-of-sale limitations pursuant to Rule 144 (or any successor thereto) promulgated under the Securities Act or (ii) the date on which the Investors shall have sold all of the securities covered by the Resale Registration Statement. On May 10, 2018, we filed with the SEC a Current Report on Form 8-K (the “Form 8-K”) that described the terms of the Private Placement. We filed as exhibits 4.1, 10.1 and 10.2 to the Form 8-K the form of Warrant, the Securities Purchase Agreement and the form of Registration Rights Agreement. We refer you to the Form 8-K and the exhibits thereto for a further description of the Private Placement. The Registration Statement was deemed filed on May 22, 2018, and was declared effective by the SEC on July 26, 2018. Nasdaq Rule 5635(d) Nasdaq Rule 5635(d) requires stockholder approval prior to an issuance of securities in connection with a transaction other than a public offering involving the sale, issuance or potential issuance by a company of common stock equal to 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance for less than the greater of book and market value of our common stock as of the time of execution of the definitive agreement with respect to such transaction. The provisions in (i) the Securities Purchase Agreement that prevent the issuance of Shares if such issuance will result in such holders beneficially owning in excess of 19.99% of our common stock (the “Beneficial Ownership Limitation”) prior to stockholder approval and (ii) the Warrants that prevent exercise of the Warrants prior to stockholder approval to the extent the issuance of Warrant Shares pursuant to such exercise, when combined with the issuances of Shares pursuant to the Securities Agreement, would be in excess of the Beneficial Ownership Limitation, are both required under Nasdaq Rule 5635(d). We are seeking stockholder approval for the sale and issuance of such Shares and Warrant Shares in connection with the Private Placement pursuant to Nasdaq Rule 5635(d) without regard to the Beneficial Ownership Limitation. Consequences if Stockholder Approval is Not Obtained If we do not obtain approval of the Nasdaq 20% Issuance Proposal at the Annual Meeting, we are obligated under the Securities Purchase Agreement to call a stockholder meeting every four months thereafter to seek approval of the Nasdaq 20% Issuance Proposal from our stockholders until the earlier of the date such approval is obtained or the Warrants are no longer outstanding. In addition, so long as any Warrants are outstanding, we may not issue any capital stock or equity instruments in a capital raising transaction until we obtain stockholder approval of the Nasdaq 20% Issuance Proposal. If we do not obtain stockholder approval, the maximum number of shares that will be issuable pursuant to the Private Placement will not exceed 2,605,697 shares, which equals 19.99% of the number of outstanding shares of our common stock on May 5, 2018. Description of Proposal We are seeking stockholder approval as required by Nasdaq Rule 5635(d) (as described above) to enable the us to issue a number of shares our common stock in connection with the Private Placement that exceeds 20% of the number of shares of our common stock that were outstanding before the Private Placement, which shares include the Shares issued pursuant to the Securities Purchase Agreement and the Warrant Shares issuable upon exercise of the Warrants, consisting of: • a total of 2,352,940 Shares issuable pursuant to the Securities Purchase Agreement; and • a total of 2,283,740 Warrant Shares issuable upon exercise of the Warrants.