GNPX 2018 Proxy Statement
2 organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent. What am I voting on? There are three matters scheduled for a vote: • Proposal 1: To approve for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance by the Company of shares of common stock (“Shares”), warrants (“Warrants”) to purchase shares of common stock and shares of common stock to be issued upon exercise of the Warrants (“Warrant Shares”) pursuant to the terms of the private placement financing transaction (“ Private Placement”) contemplated by the Securities Purchase Agreement, dated May 6, 2018 (the “Securities Purchase Agreement”), 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 (the “Nasdaq 20% Issuance Proposal ”); • Proposal 2: To elect David E. Friedman as the Class I director to hold office until the 2021 annual meeting of stockholders; and • Proposal 3: Ratification of 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. What if another matter is properly brought before the Annual Meeting? The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy card to vote on those matters in accordance with their best judgment. How does the Board of Directors recommend I vote on the proposals? The Board recommends a vote: • FOR the Nasdaq 20% Issuance Proposal; • FOR the election of David E. Friedman as the Class I director; and • FOR the ratification of the section by the Audit Committee of the 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.
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