GNPX 2018 Proxy Statement

3 How do I vote? With respect to the Nasdaq 20% Issuance Proposal, you may either vote “For” or “Against” or abstain from voting. With respect to the election of Mr. Friedman as the Class I director on the Board of Directors, you may either vote “For” Mr. Friedman to the Board or you may “Withhold” your vote for him. With respect to the ratification of the selection of Daszkal Bolton as the Company’s independent registered public accounting firm, you may vote “For” or “Against” or abstain from voting. The procedures for voting are as follows: Stockholder of Record: Shares Registered in Your Name If you are a stockholder of record, you may vote in person at the Annual Meeting, vote by proxy over the telephone, vote by proxy through the internet or vote by proxy using the proxy card enclosed with this Proxy Statement. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote in person even if you have already voted by proxy. • VOTE IN PERSON: You may come to the Annual Meeting and we will give you a ballot when you arrive. • VOTE BY PHONE: To vote over the telephone, dial toll-free 866-356-9132 using any touch-tone telephone and follow the recorded instructions. You will be asked to provide the control number from the proxy card. Your telephone vote must be received by 11:59 p.m. Eastern Time on September 30, 2018 to be counted. • VOTE BY INTERNET: You may vote by completing an electronic proxy card at www.proxydocs.com/GNPX. You will be asked to provide the control number from the proxy card. Your internet vote must be received by 11:59 p.m. Eastern Time on September 30, 2018 to be counted. • VOTE BY PROXY CARD: To vote using a proxy card, simply complete, sign and date the proxy card enclosed with this Proxy Statement and return it promptly in the envelope we have provided or return it to Proxy Tabulator for Genprex, Inc., P.O. Box 8016, Cary, NC 27512-9903. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct. Beneficial Owner: Shares Registered in the Name of Broker or Bank If you are a beneficial owner of shares registered in the name of your brokerage firm, bank, dealer or other agent, you should have received voting instructions from that organization rather than from Genprex. Simply follow the voting instructions provided by the organization to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker or bank. To vote in person at the Annual Meeting, you must obtain a valid proxy from your brokerage firm, bank, dealer or other agent. Follow the instructions from your broker or bank, or contact your broker or bank to request a proxy form. How many votes do I have? On each matter to be voted upon, you have one vote for each share of common stock you own as of the close of business on August 21, 2018.