GNPX 2018 Proxy Statement

15 Audit Committee Our Audit Committee consists of David Friedman and Robert Pearson. The chair of our Audit Committee is Mr. Friedman, who our Board has determined is an “audit committee financial expert” as that term is defined by the SEC rules implementing Section 407 of the Sarbanes-Oxley Act, and possesses financial sophistication, as defined under the listing standards of The Nasdaq Capital Market. Our Board has also determined that each member of our Audit Committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, the Board has examined each Audit Committee member’s scope of experience and the nature of their experience in the corporate finance sector. The Board has adopted a written Audit Committee charter that is available to stockholders on the Company’s website at www.genprex.com . The information on our website is not incorporated by reference into this Proxy Statement or our Annual Report on Form 10-K for the year ended December 31, 2017. The Audit Committee did not meet during the year ended December 31, 2017. The responsibilities of our Audit Committee include: • appointing, approving the compensation of, and assessing the independence of our registered public accounting firm; • overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm; • reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures; • monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics; • discussing our risk management policies; • reviewing and approving or ratifying any related person transactions; and • preparing the Audit Committee report required by SEC rules. Report of the Audit Committee of the Board of Directors* The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2017 with management of the Company. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017. David E. Friedman (Chair) Robert W. Pearson