GNPX 2018 Proxy Statement

8 lowest of the three VWAPs in the VWAP Calculation, and we would be required to issue to the Purchasers additional Shares to reflect the adjustment to the Per Share Purchase Price so that the total number of Shares issued pursuant to the Securities Purchase Agreement would equal $10,000,000 divided by the Per Share Purchase Price, as adjusted; provided that the Per Share Purchase Price could not be reduced to less than $4.25 per Share and could not be adjusted upward. In addition, following a Triggering Event, the Exercise Price of the Warrants would automatically be reduced, if applicable, to 110% of the lowest of the three VWAPs in the VWAP Calculation; provided, that in no event would the Exercise Price for the Warrants be reduced to less than $4.25 or increased as a result of an adjustment. In the event the Exercise Price of the Warrants were adjusted, then the total number of Warrant Shares issuable upon exercise of the Warrants would be increased so that the total exercise price payable to exercise the Warrants after the adjustment is equal to the total exercise price payable to exercise the Warrants before such adjustment. As a result, the maximum number of securities that could be issued under the Securities Purchase Agreement is 2,352,940 Shares and Warrants to purchase an aggregate of 2,283,740 Warrant Shares, based on an adjusted Per Share Purchase Price of $4.25 per share and a Warrant Exercise Price of $4.25 per share. On May 22, 2018, our Registration Statement on Form S-1 (File No. 333-225090) (the “Registration Statement”) was filed with the Securities and Exchange Commission, or SEC, to register the resale of up to 2,352,940 Shares and up to 2,283,740 Warrant Shares. On July 26, 2018, the Registration Statement was declared effective by the SEC. As a result of the effectiveness of the Registration Statement, the Warrants became exercisable on July 26, 2018, subject to ownership limitations. The Per Share Purchase Price and the Warrant Exercise Price were both adjusted to $4.25 per share, based on a VWAP of $3.5299 on July 27, 2018. On August 1, 2018, pursuant to the terms of the Securities Purchase Agreement and the Warrants, we issued to the Purchasers an aggregate of 1,174,440 additional Shares, and the Warrants became exercisable for a total of 2,283,740 Warrant Shares, with an exercise price equal to $4.25 per Warrant Share. An additional 350,000 Shares (i.e., the difference between 2,352,940 Shares and the sum of the Shares issued on May 9, 2018 and August 1, 2018) are issuable to one of the Purchasers in the Private Placement upon the request of such Purchaser under the terms of the Securities Purchase Agreement. Until stockholder approval of the Nasdaq 20% Issuance Proposal is obtained, the total number of Shares issuable pursuant to the Securities Purchase Agreement, plus the total number of Warrant Shares issuable upon exercise of the Warrants, shall not exceed 19.99% of the number of shares of our common stock outstanding immediately before the closing of the Private Placement. The 828,500 Shares initially issued to the Purchaser under the Securities Purchase Agreement and the 1,174,440 Shares issued on August 1, 2018 following the effectiveness of the Registration Statement, together constitute 13.29% of the number of shares of our common stock that were outstanding immediately before the closing of the Private Placement. The securities issued pursuant to the Securities Purchase Agreement were issued under the exemption from registration provided by Section 4(a)(2) of the Securities Act and the rules and regulation promulgated thereunder, including Regulation D. Registration Rights In connection with the Private Placement, we entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers. Pursuant to the Registration Rights Agreement, we agreed to prepare and file a registration statement (the “Resale Registration Statement”) with the SEC by May 21, 2018 for purposes of registering the resale by the Purchasers of up to 2,352,940 Shares and up to 2,283,740 Warrant Shares. We also agreed to use our reasonable best efforts to cause the Resale Registration Statement to be declared effective by the SEC by June 25, 2018 (or July 10, 2018 in the event of a full review by the SEC). The Registration Rights Agreement includes provisions for liquidated damages for failure to meet the specified filing and effectiveness deadlines or keep the Resale Registration Statement effective, subject to certain