GNPX 2018 Proxy Statement

7 Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your brokerage firm, bank, dealer or other agent) or if you vote in person at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present at the Annual Meeting in person or represented by proxy may adjourn the Annual Meeting to another date. How can I find out the results of the voting at the Annual Meeting? Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results. PROPOSAL 1 NASDAQ 20% ISSUANCE PROPOSAL Private Placement On May 9, 2018, we issued an aggregate of 828,500 shares of our common stock (the “Shares”) at a purchase price of $12.07 per share (the “Per Share Purchase Price”) and warrants to purchase up to 621,376 shares of our common stock (the “Warrants”) with an initial exercise price equal to $15.62 per share (the “Exercise Price”), in a private placement (the “Private Placement”) in accordance with a securities purchase agreement (the “Securities Purchase Agreement”) entered into with certain institutional and accredited investors (collectively, the “Purchasers”) on May 6, 2018. The Per Share Purchase Price and the Exercise Price were subject to adjustment as described below. The total consideration paid to us in the Private Placement was approximately $10,000,000. When issued, the Warrants were exercisable on the earlier of six months from the issuance date or the date of effectiveness of the registration statement registering the underlying shares for resale, in each case subject to ownership limitations, and expire five years from such date. The Warrants are exercisable on a cashless basis six months after the issuance date if there is then no effective registration statement registering the resale of the shares underlying the Warrants. The $10,000,000 purchase price paid by the Purchasers on May 9, 2018 represents the entire purchase price that will be paid by the Purchasers for the Shares and the Warrants, even if additional Shares are issued and additional Warrant Shares become issuable following a Triggering Event discussed below. If the Warrants are exercised in full on a cash basis, we will receive an additional $9,705,893. We engaged Maxim Group, LLC (“Maxim”) as our exclusive placement agent in connection with the Private Placement. Network 1 Financial Securities, Inc. served as an advisor in connection with the transaction. When the Shares and Warrants were issued, the Per Share Purchase Price of the Shares, the Exercise Price of the Warrants and the number of Warrant Shares were subject to adjustment based on the lowest volume weighted average price (“VWAP”) for the three trading days (the “VWAP Calculation”) immediately following each of the following events (“Triggering Events”): (i) the date that a registration statement covering the resale of the Shares issued in the Private Placement has been declared effective by the SEC, (ii) if a registration statement covering all Shares issued in the Private Placement is not declared effective, then the date that the Shares can be sold under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), and (iii) if later than the dates set forth in (i) and (ii), then the date that our stockholders approve the Nasdaq 20% Issuance Proposal. Following a Triggering Event, the Per Share Purchase Price for the Shares would automatically be reduced, if applicable, to 85% of the