The issuer has filed a registration statement (including a prospectus) (File No. 333-219386) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, a copy of the preliminary prospectus relating to the offering may be obtained from the offices of Network 1 Financial Securities, Inc., The Galleria, Penthouse, 2 Bridge Avenue, Building 2, Red Bank, NJ 07701, or by calling toll-free 1-800-886-7007, or by email at info@netw1.com or via website at https://genprex.network1.com/.

To review a filed copy of our current registration statement, click on the following link:

https://www.sec.gov/Archives/edgar/data/1595248/000119312517286120/d415543ds1a.htm

Developing 21

st

Century Gene Therapies for Cancer

September 2017

Filed Pursuant to Rule 433 under the Securities Act of 1933

Issuer Free Writing Prospectus dated September 15, 2017

Relating to Preliminary Prospectus dated September 15, 2017

Registration No. 333-219386

Disclaimer | Forward Looking Statements

2

This

presentation

may

contain

projections

or

other

forward-looking

statements

regarding

future

events,

the

safety

and

efficacy

of

our

product

candidates

or

the

future

financial

performance

of

our

company.

These

forward-looking

statements

may

contain

forward

-looking

words

such

as

“may,”

“might,”

“should,”

“would,”

“could,”

“expect,”

“plan,”

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“intend,”

“believe,”

“estimate,”

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“potential”

or

“continue”

or

similar

expressions.

These

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to

a

number

of

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uncertainties

and

assumptions,

including

those

described

in

the

“Risk

Factors”

section

of

our

prospectus.

While

we

believe

we

have

identified

material

risks,

these

risks

and

uncertainties

are

not

exhaustive.

Other

sections

of

this

prospectus

describe

additional

factors

that

could

adversely

impact

our

business

and

financial

performance.

Moreover,

we

operate

in

a

very

competitive

and

rapidly

changing

environment.

New

risks

and

uncertainties

emerge

from

time

to

time,

and

it

is

not

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to

predict

all

risks

and

uncertainties,

nor

can

we

assess

the

impact

of

all

factors

on

our

business

or

the

extent

to

which

any

factor,

or

combination

of

factors,

may

cause

actual

results

to

differ

materially

from

those

contained

in

any

forward-

looking

statements.

All

marks,

materials

and

information

are

exclusively

owned

by

Genprex,

Inc.,

including

the

registered

trademark

Oncoprex

with

all

rights

reserved.

No

permissions

of

any

kind

whatsoever

are

granted

to

the

recipient.

Free Writing Prospectus Statement

3

This

presentation

highlights

basic

information

about

our

company.

Because

it

is

a

summary,

it

does

not

contain

all

of

the

information

you

should

consider

before

investing.

Except

as

otherwise

indicated,

this

presentation

speaks

only

as

of

the

date

hereof.

This

offering

may

be

made

only

by

means

of

a

prospectus.

We

have

filed

a

registration

statement

on

Form

S-1

(including

a

preliminary

prospectus)

with

the

SEC

for

our

initial

public

offering

to

which

this

presentation

relates.

The

registration

statement

has

not

yet

become

effective.

Before

you

invest,

you

should

read

the

preliminary

prospectus

in

that

registration

statement

(including

the

risk

factors

described

therein)

and,

when

available,

the

final

prospectus

relating

to

the

offering,

and

the

other

documents

we

have

filed

with

the

SEC

for

more

complete

information

about

our

company

and

the

offering.

You

may

get

these

documents

for

free

by

visiting

EDGAR

on

the

SEC

web

site

at

www.sec.gov.

Alternatively,

we,

any

underwriter

or

any

dealer

participating

in

the

offering

will

arrange

to

send

you

the

prospectus

if

you

request

it

by

contacting

Network

1

Financial

Securities,

Inc.,

attn:

Alice

McKeon,

The

Galleria,

Penthouse,

2

Bridge

Avenue,

Building

2,

Red

Bank,

NJ

07701,

or

by

calling

toll-free

1-800-886-

7007,

or

by

email

at

amckeon@netw1.com.

21

st

Century Gene Therapy for Cancer

4

Mission:

Reprogramming the Course of Cancer

Management Team and Board of Directors

5

Bob

Pearson,

MBA

–

Board

Director

-

Vice Chairman and Chief Innovation Officer, W2O

Group

-

Deep global media and communications experience in

pharmaceutical (Novartis) and technology (Dell)

David

Friedman,

JD

–

Board

Director

-

Partner, TCG Group Holdings; Managing Partner,

ACM Investment Management

-

Deep expertise in financial, legal, and operations

management

James

E.

Rothman,

PhD

–

Strategic

Advisor

to

the

Board

-

2013 Nobel Prize Laureate in Medicine and Physiology

-

National Academy of Sciences and Institute of

Medicine. Endowed chairs at Memorial Sloan

Kettering, Columbia University’s College of Physicians

and Surgeons, and Yale University (professor and

chair of Cell Biology)

Rodney Varner, JD –

CEO, Chairman of the Board

-

30+ years of expertise in corporate law, including

corporate governance, in biotech industry

-

Former owner of securities broker dealer firm

Julien L. Pham, MD, MPH –

COO

-

Physician and serial entrepreneur with 15+ years

experience in clinical medicine, research, and

innovation

-

Former faculty at Harvard Medical School

Ryan Confer, MSTC

–

CFO

-

Various management roles in tech transfer and

commercialization, international business

development, and financial analysis

Elizabeth Han, JD –

Corporate Counsel

-

Previously at international law firm where she

advised hospitals, large pharma and medical

devices companies on compliance and regulatory

matters.

Scientific Advisory Board

6

Jack A. Roth, MD, FACS, Chairman

-

Professor and Bud Johnson Clinical Distinguished Chair, Department of Thoracic and Cardiovascular Surgery; Professor of

Molecular and Cellular Oncology; Director, W.M. Keck Center for Innovative Cancer Therapies; and Chief, Section of

Thoracic Molecular Oncology, UT MD Anderson Cancer Center

Pasi

Antero Jänne, MD, PhD

-

Professor of Medicine, Harvard Medical School and Brigham & Women’s Hospital; Director of Dana Farber Cancer Institute

Lowe

Center

for

Thoracic

Oncology,

and

Scientific

Director

of

the

Belfer

Center

for

Applied

Cancer

Science

Tony S. K. Mok, MD, FRCP(C), FHKCP, FHKAM

-

Past President of International Association of the Study of Lung Cancer (IASLC). Professor of Clinical Oncology, Chinese

University

Hong

Kong,

Beijing

Cancer

Hospital;

Chair

-

Hong

Kong

Cancer

Therapy

George Simon, MD

-

Professor and Chief of Experimental Therapeutics, Department of Thoracic/Head and Neck Medical Oncology, Division of

Cancer Medicine, UT MD Anderson Cancer Center

Cumulatively contributed to >600 peer-reviewed articles on cancer, including in NEJM, Science, Lancet, and JCO

21

st

Century Gene Therapy for Cancer

7

Reprogramming the Course of Cancer

•

Significant market gaps and unmet medical need for patients whose cancer

molecular profiles make them resistant or poor candidates for targeted

therapies and immunotherapies

•

Lead candidate Oncoprex™, a unique, first-in-class, multimodal immunogene

therapy packaged in a proprietary nanovesicle delivery system, can sensitize

cancer cells and synergize with available modern therapies

•

Cutting-edge gene therapy platform, exploring therapeutic benefit of other

tumor suppressor genes, and drug synergies across multiple cancer

indications

The Genprex Platform

8

Novel approach to cancer treatment

grounded in a cutting edge platform

that has broad application to:

–

Utilize multiple tumor suppressor

genes

–

Provide multiple drug synergies

–

Address multiple cancer indications

30+ peer-reviewed publications

30 patents issued & 2 pending

R&D Pipeline and Path to Approval

9

Lung Cancer: Significant Unmet Medical Need

10

Source:  SEER/NCI (USA), WHO (worldwide).

Oncoprex

may address the unmet need of a larger population of NSCLC patients,

85%

of whom currently lack targeted therapies, as well as those who have failed treatment

•

225,000

new cases per year in U.S.

•

1.8 million new cases worldwide

•

Non-small cell lung cancer (NSCLC)

represents 80% of all lung cancers

•

5-year survival rate for Stage IV NSCLC is approx. 1%

•

Median survival is approx. 4 months

•

Popular targeted therapies for EGFR+ tumors benefit

only a minority of patients and many become resistant

•

Outcomes for late-stage patients have not improved significantly in 25

years

•

A combination approach to address existing treatment gaps and to

enhance efficacy of targeted and immunotherapies could have a large

impact

Oncoprex

Targets Cancer at its Core

11

Oncoprex

multimodal drug/delivery system reprograms cancer cells to undergo cell death

•

Expression of TUSC2 gene is decreased in many cancer types, particularly lung cancers

•

TUSC2 (Tumor Suppressor Candidate 2) shown to:

-

Have a pan-kinase inhibitory effect when activated in the cell

-

Inhibit key cell signaling pathways + modulate immune activity surrounding cancer cell

Combination of DOTAP: chol

+ TUSC2 gene

Nanovesicle

Delivery System

12

•

Developed at NIH and optimized at MD Anderson

•

Non-viral

biodegradable (+) lipid nanovesicle with affinity to (-) cancer cell

•

Efficient gene/plasmid transfer to lung cancer cells while minimizing off-target exposure

•

10-

to 25-fold uptake in cancer cells vs. normal cells

•

Well tolerated in humans. Administered intravenously to > 50 study patients

Oncoprex Inhibits Key Cell Signaling Pathways

13

TUSC2 shown to upregulate NK and CD8 T cells

and downregulate PD-L1 receptors

Intracellular

blockade or

activation of key

cellular growth and

apoptosis signaling

pathways

Immune modulation and effect on tumor micro-

environment, including upregulation of NK and

CD8 T-cells and downregulation of PD-L1

receptors on the surface of cancer cells

Development Overview (NSCLC)

14

Regulatory pathway

•

Awaiting Phase II data

with Oncoprex +

erlotinib

trial

•

Plan to seek Fast Track,

Accelerated Approval or

Breakthrough Therapy

designation from FDA

Pre-Clinical

Phase

1

Phase 2

/ Pivotal

Oncoprex

•

Specificity of targeting

•

Decreased tumor load

•

Sensitization to erlotinib (EGFR+/-

NSCLC)

Oncoprex

+ erlotinib

•

Potent cytotoxic effect on cancer cells

•

Synergy and sensitizing effect of Oncoprex

Oncoprex + anti-PD-1

•

Significantly greater anti-tumor effect

compared to anti-PD-1 or CTLA-4 alone

•

Increased survival in mice and elevated

innate immune system activity, including

upregulation of natural killer cells and

cytotoxic T cells

Oncoprex

•

Maximum Tolerated Dose (MTD)

•

Favorable safety profile, dose response in

EFGR+/-

patients

Oncoprex

+ erlotinib

•

Positive interim efficacy data

•

Similar safety profile at MTD, improved surrogate outcomes

(RECIST)

Oncoprex

Monotherapy (Phase I)

15

(Responses in late-stage metastatic lung cancer patient)

Mediating Functional Gene Transfer in Humans.  Lu, C. et al. PLOS One. 2012.

•

Dose escalation study to explore toxicity and

tolerability in patients

•

Phase I monotherapy results:

-

31 Stage IV patients with at least 1 of 6 trial

doses

-

Cancer growth halted in 5 of 23 patients

-

Stable disease n=5 // Responses n=3

Maximum Tolerated Dose (MTD)

established –

well tolerated in

patients

Source: Phase I Clinical Trial of Systemically Administered TUSC2(FUS1)-Nanoparticles

Oncoprex + erlotinib

Combination (Phase I/II)

•

Combination therapy (re)sensitizes lung cancer cells and/or overcomes resistance to targeted therapies and

other classes of drugs (i.e. checkpoint inhibitors; CPI)

•

Slowed tumor progression in 7 out of 9 patients **

78%

disease control rate (DCR; RECIST criteria)

16

Preliminary evidence of efficacy in subjects with EGFR +/-

mutations

EGFR status

Response

# of cycles / Duration

of

Response (weeks)

Prior Therapy

Line

of

Therapy

Positive

(exon

18+20)

Complete

Response

11 cycles (31 wks)

Chemo

3

Negative

24% regression TL

6 cycles (18 wks)

Chemo / anti-PD1

2

Negative

30% regression one TL

18% regression all TL

8 cycles (25 wks)

Chemo / anti-PD1

6

Positive

(exon 21) / T790M -

Tumor Regression

Metabolic

response

*PET scan

4 cycles (12 wks)

Tarceva

*multiple cycles

3

1 Positive (exon 21)

Stable Disease

4 cycles (12 wks)

Tarceva

2

2 Negative (***)

Stable Disease

4 cycles (12 wks)

Chemo

2-4

** 9 out of 10 patients evaluable to date, all but one received prior treatments

*** one subject withdrew consent

17

In addition to our current trial of Oncoprex + erlotinib, MD Anderson researchers conducted

preclinical studies combining Oncoprex with the following investigational and marketed drugs:

•

TKI gefitinib

(marketed as Iressa

®

by AstraZeneca Pharmaceuticals) in animals and in human

NSCLC cells

•

MK2206

in animals (MK2206 is an inhibitor of AKT kinases, which affect cell signaling

pathways downstream from tyrosine kinases)

•

anti-PD-1

antibody-equivalent

to

the

checkpoint

inhibitor

nivolumab

(marketed

as

Opdivo

®

by

Bristol-Myers Squibb Company) in animals

•

anti-CTLA4

antibody-equivalent

to

ipilimumab

(marketed

as

Yervoy

®

by

Bristol-Myers

Squibb

Company) in animals.

Oncoprex Combination Approach

Synergies with FDA approved therapies could greatly increase

the strategic importance of Oncoprex

Oncoprex Synergy with anti-PD1 in

Syngeneic Mice

18

The TUSC2+anti-PD1

combination significantly

prolonged survival in a lung

metastasis model refractory to

checkpoint blockade alone

TUSC2 is synergistic with anti-PD1 in syngeneic mouse models of lung cancer

•

Two Kras-mutant mouse models: low (4.5%) and moderate (23.7%)  PD-L1 expression at baseline

•

Modulation of innate immune response in tumor micro-environment

•

Upregulation of NK, CD8+ T-cells

•

Downregulation of PD-L1, Tregs, and MDSC

•

TUSC2+anti-PD1 exhibit greater antitumor activity than either agent alone or control

Meraz

et al. Abstract #621. AACR 2017

19

Strategic Objectives and Upcoming Milestones

Strategic Objectives

•

Conduct ongoing and new clinical trials

•

Investigate

the

effectiveness

of

Oncoprex

in

other

cancers

•

Prepare to commercialize Oncoprex

•

Pursue strategic partnerships

•

Further develop platform technology

Upcoming Milestones

•

Optimize product development and manufacturing

•

Explore expedited approval pathways with the FDA

21

st

Century Gene Therapy for Cancer

20

•

Cutting-edge gene therapy platform provides therapeutic synergies and expands patients’

access to available targeted and immunotherapies

•

Lead candidate Oncoprex™, a unique, first-in-class, multimodal immunogene

therapy

packaged in proprietary nanovesicle delivery system

-

Phase II combination therapy trial for NSCLC at UT MD Anderson

-

Positive interim Phase II results: DCR 78%, 1 CR

-

Preclinical studies show strong anti-tumor effect in combination with an anti-PD1

and/or anti-CTLA4

•

Exploring therapeutic benefit of other tumor suppressor genes, across multiple cancer

indications

•

This opportunity, by 2025, represents a market potential of $26.8 billion in the global

NSCLC populations

(CAGR 15.7%) comprising of approximately $17.5B in

immunotherapy sales and $9.4B targeted therapy sales

1.

Nov

‘16

–

GlobalData

Report

on

NSCLC

in

8

major

markets,

to

2025.

1