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SEC Comment Letter for Genprex, Inc. (GNPX) (CIK 0001595248) (GNPX) — Oct 15, 2019

Genprex, Inc. (GNPX) (CIK 0001595248)
Date: Oct. 15, 2019 · CIK: 0001595248 · Accession: 0000000000-19-014539

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File numbers found in text: 001-38244

Date
October 11, 2019
Author
Ryan M. Confer
Form
UPLOAD
Company
Genprex, Inc. (GNPX) (CIK 0001595248)

Letter

October 11, 2019 Ryan M. Confer Chief Financial Officer Genprex, Inc. 1601 Trinity Street, Bldg B Suite 3.322 Austin, TX 78712 Re:Genprex, Inc. Form 10-K for the Fiscal Year Ended December 31, 2018 Filed April 1, 2019 Form 10-Q for the Quarterly Period Ended June 30, 2019 Filed August 13, 2019 File No. 001-38244 Dear Mr. Confer: We have reviewed your September 30, 2019 response to our comment letter and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our September 17, 2019 letter. Form 10-K for the Fiscal Year Ended December 31, 2018 Item 9A. Controls and Procedures, page 84 1.We have considered your response to comment one and do not agree with your conclusion regarding the effectiveness of disclosure controls and procedures as of December 31, 2018. As indicated in our original comment, we refer you to the following statement in the fourth paragraph of Sections II.D of SEC Release No. 33-8238 which states that "disclosure controls and procedures will include those components of internal control over financial reporting that provide reasonable assurances that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally

FirstName LastNameRyan M. Confer Comapany NameGenprex, Inc. October 11, 2019 Page 2 FirstName LastName Ryan M. Confer Genprex, Inc. October 11, 2019 Page 2 accepted accounting principles". We believe the nature of your material weakness relates to an aspect of internal control over financial reporting that is also a part of disclosure controls and procedures. Please amend your filings to conclude that disclosure controls and procedures were not effective.

Form 10-Q for the Quarterly Period Ended June 30, 2019 Item 6. Exhibits, page 85 2.We acknowledge your response to comment three. Please file the amended Form 10-Qs for the periods ended March 31, 2019 and June 30, 2019 and include the correct certifications. You may contact Vanessa Robertson at 202-551-3649 or Lisa Vanjoske at 202-551- 3614 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences

Show Raw Text
October 11, 2019
Ryan M. Confer
Chief Financial Officer
Genprex, Inc.
1601 Trinity Street, Bldg B
Suite 3.322
Austin, TX 78712
Re:Genprex, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed April 1, 2019
Form 10-Q for the Quarterly Period Ended June 30, 2019
Filed August 13, 2019
File No. 001-38244
Dear Mr. Confer:
            We have reviewed your September 30, 2019 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 17, 2019 letter.
Form 10-K for the Fiscal Year Ended December 31, 2018
Item 9A. Controls and Procedures, page 84
1.We have considered your response to comment one and do not agree with your conclusion
regarding the effectiveness of disclosure controls and procedures as of December 31,
2018.  As indicated in our original comment, we refer you to the following statement in
the fourth paragraph of Sections II.D of SEC Release No. 33-8238 which states that
"disclosure controls and procedures will include those components of internal control over
financial reporting that provide reasonable assurances that transactions are recorded as
necessary to permit preparation of the financial statements in accordance with generally

 FirstName LastNameRyan M. Confer
 Comapany NameGenprex, Inc.
 October 11, 2019 Page 2
 FirstName LastName
Ryan M. Confer
Genprex, Inc.
October 11, 2019
Page 2
accepted accounting principles".  We believe the nature of your material weakness
relates to an aspect of internal control over financial reporting that is also a part of
disclosure controls and procedures. Please amend your filings to conclude that disclosure
controls and procedures were not effective.

Form 10-Q for the Quarterly Period Ended June 30, 2019
Item 6. Exhibits, page 85
2.We acknowledge your response to comment three. Please file the amended Form 10-Qs
for the periods ended March 31, 2019 and June 30, 2019 and include the correct
certifications.
            You may contact Vanessa Robertson at 202-551-3649 or Lisa Vanjoske at 202-551-
3614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences