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How does the Board of Directors recommend that I vote on the proposals?

        The Board of Directors recommends a vote "FOR" each of the nominees to the Board of Directors,FOR" the approval and ratification of the amendment to the Amended and Restated Bylaws regarding Delaware being the exclusive jurisdiction for cetin types of litigation;FOR" the amendment to the Certificate of Incorporation that gives the board the authority to amend the bylaws; and "FOR" the proposal ratifying the appointment of CohnReznick LLP.

HowAnnual Meeting. You do I vote?

Whether you plannot need to attend the annual meeting or not, we urge youAnnual Meeting to vote by proxy. If you vote by proxy, the individuals named on the proxy card applicable to your class of stock, or your "proxies," will vote your shares in the manner you indicate. You may specify whether your shares: should be voted for or withheld for the nominee for director; and should be voted for, against or abstained with respect to the ratification and approval of the Second Amended and Restated Bylaws; and should be voted for, against, or abstained for the amendment to the Certificate of Incorporation; and should be voted for, against or abstained with respect to the ratification of the appointment of the Company's independent registered public accounts. Voting by proxy will not affect your right to attend the annual meeting. shares.

PLx Pharma Inc.
8285 El Rio St., Ste 130
Houston, TX 77054
Attention: Rita O’Connor
E-mail: roconnor@plxpharma.com

If your shares are registered directly in your name throughwith our transfer agent, VstockVStock Transfer, LLC, or you have stock certificates registered in your name,are considered, with respect to those shares, the “stockholder of record.” If you may submitare a stockholder of record, this Proxy Statement, our 2017 Annual Report on Form 10-K, as amended (the “2017 Form 10-K”), and a proxy card have been sent directly to vote:

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By Internet oryou by telephone. Follow the instructions attached to the proxy card to submit a proxy to vote by Internet or telephone.



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By mail. If you received one or more proxy cards by mail, you can vote by mail by completing, signing, dating and returning the enclosed proxy card applicable to your class of stock in the enclosed postage prepaid envelope. Your proxy will be voted in accordance with your instructions. If you sign the proxy card but do not specify how you want your shares voted, they will be voted as recommended by our Board of Directors.



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In person at the meeting. If you attend the annual meeting, you may deliver your completed proxy card in person or you may vote by completing a ballot, which will be available at the annual meeting. You are required to register in advance of the annual meeting if you plan to attend the annual meeting in person. If you wish to register in advance of the annual meeting, please contact our investor relations department by no later than May 13, 2016, by e-mail to robshawah@dipexium.com, fax at (212) 269-2834, mail to Dipexium Pharmaceuticals, Inc., 14 Wall Street, Suite 3D, New York, New York 10005 or telephone at (212) 269-2834.

Telephone and Internet voting facilities for all stockholders of record will be available 24-hours a day and will close at 11:59 p.m., E.D.T, on May 23, 2016.Company.

If your shares are held in "street name" (held in the name ofa stock brokerage account or by a bank broker or other nominee, you are considered the “beneficial owner” of shares held in street name. If you own shares held in street name, this Proxy Statement and the 2017 Form 10-K have been forwarded to you by your broker, bank or nominee who is considered, with respect to those shares, the holderstockholder of record),record. As the beneficial owner, you must providehave the right to direct your broker, bank broker or other nominee with instructions on how to vote your shares and can do so as follows:

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By Internetby using the voting instruction card included in the mailing or by telephone. Followfollowing their instructions for voting by telephone or the instructions you receive from the record holder to vote by Internet, or telephone.



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By mail. You should receive instructions from the record holder explaining how to vote your shares.



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In person at the meeting. Contactif the broker, bank or other nominee whooffers these alternatives. Since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a “legal proxy” from the broker, bank or nominee that holds your shares, to obtain a broker's proxy card and bring it withgiving you to the annual meeting. You will not be ableright to vote the shares at the annual meeting unless you haveAnnual Meeting.

Q:

What am I voting on at the Annual Meeting?

A:

You are voting on the following proposals:

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to elect each of Gary Balkema, Kirk Calhoun, Robert Casale, John Hadden II, Michael Valentino and Natasha Giordano to serve as directors until the Company’s 2019 Annual Meeting of Stockholders and until their successors are duly elected and qualify;

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to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018;

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to approve the Company’s 2018 Incentive Plan; and

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to transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The Board recommends a proxy card from your broker, bank or other nominee.

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What happens if additional matters are presented at the annual meeting?

        Other thanvote “FOR” the election of directors,each of its nominees to the Second Amended and Restated Bylaws, the amendment of our Certificate of Incorporation, andBoard; “FOR” the ratification of the appointment of ourMarcum LLP as the Company’s independent registered public accounting firm we are not awarefor the fiscal year ending December 31, 2018; and “FOR” the approval of any other business to be acted uponthe Company’s 2018 Incentive Plan.

If you own shares held in street name, you may submit new voting instructions by contacting your broker, bank or nominee. You may also vote in person at the annual meeting. Annual Meeting if you obtain a legal proxy as described in the answer to the previous question. Attendance at the Annual Meeting will not, by itself, revoke a proxy.

If you grantdo not vote your shares held in street name with a broker, your broker will not be authorized to vote on most items being put to a vote, including the election of directors. If your broker returns a valid proxy the person named as proxy holder, David P. Luci, our President and CEO, will have the discretionbut is not able to vote your shares, onthey will constitute “broker non-votes,” which are counted for the purpose of determining the presence of a quorum, but otherwise do not affect the outcome of any additional matters properly presented for a votematter being voted on at the annual meeting.Annual Meeting.

Each of the other proposals requires the affirmative (“FOR”) vote of the majority of the votes cast. Abstentions and broker non-votes are not considered votes cast, and will have no effect on the outcome of the vote for these proposals.

What happens if IIf you own shares held in street name and do not give specificprovide your broker with voting instructions?instructions, your shares may constitute “broker non-votes.” Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes will be counted for the purpose of establishing a quorum at the Annual Meeting, but otherwise do not affect the outcome of any matter being voted on at the Annual Meeting.

Both abstentions and broker non-votes (described above) are counted for the purpose of determining the presence of a quorum.

The Annual Meeting will begin promptly on Thursday, September 13, 2018, at 10:00 a.m., local time. You should allow adequate time for check-in procedures.

If you hold shares beneficially in yourstreet name, and you sign and return a proxy card without giving specificplease follow the voting instructions provided by your broker, bank or nominee. You may vote these shares in person at the Annual Meeting only if at the Annual Meeting you provide a legal proxy obtained from your broker, bank or nominee.

We will also reimburse brokerage firms and nominees for their expenses in forwarding proxy material to beneficial owners of our Common Stock. In addition, our officers and employees (none of whom will receive any compensation therefore in addition to their regular compensation) may solicit proxies. Proxies may be solicited through the mail and through telephonic or telegraphic communications to, or by meetings with, stockholders or their representatives.

PLx Pharma Inc.
8285 El Rio St, Ste 130
Houston, TX 77054
Attention: Rita O’Connor
E-mail: roconnor@plxpharma.com

Alternatively, current and prospective investors can access the 2017 Form 10-K atwww.plxpharma.com. We will also furnish any exhibit to the 2017 Form 10-K if specifically requested. Our SEC filings are also available free of charge at the SEC’s website, www.sec.gov, and at the Investor Relations portion of our website,www.ir.plxpharma.com/investor-relations.

VStock Transfer, LLC
Mail Address:18 Lafayette Place, Woodmere, NY 11598
Overnight Delivery Address:18 Lafayette Place, Woodmere, NY 11598
Toll free for US and Canada:(855) 9VSTOCK
Outside of US and Canada:(212) 828-8436

InvestorCom, Inc.
65 Locust Avenue
New Canaan, CT 06840
Telephone: (203) 972-9300 or Toll Free (877) 972-0090
Fax: (203) 966-6478
E-mail: info@investor-com.com

You also can contact us at:

PLx Pharma Inc.
8285 El Rio St, Ste 130
Houston, TX 77054
Attention: Rita O’Connor
Telephone: (973) 409-6543
E-mail: roconnor@plxpharma.com

Proposal No. 1: Election of Directors

There are six nominees for election to the Board at the Annual Meeting: Gary Balkema, Kirk Calhoun, Robert Casale, John Hadden II, Michael Valentino and Natasha Giordano. All of our director nominees currently serve as directors of the Company.

Each director is elected annually to serve until our next annual meeting of stockholders and until his or her successor is duly elected and qualifies. Except where authority to vote for directors has been withheld, it is intended that the proxies received pursuant to this solicitation will be voted “FOR” the nominees named below. If for any reason any nominee does not stand for election, such proxies will be voted in favor of the remainder of those named and may be voted for substitute nominees in place of those who do not stand. Management has no reason to expect that any of the nominees will not stand for election.

The following table and paragraphs set forth information regarding our executive officers and nominees for election to the Board, including the business experience for the past five years (and, in some instances, for prior years) of each of our executive officers and directors and the experiences and skills that led to the conclusion that the nominees should serve as recommendeddirectors.

Michael J. Valentino.  Mr. Valentino has served as Executive Chairman of the Board of the Company since July 2011 and brings over 30 years of experience in the healthcare industry, including a broad range of critical leadership positions at both major pharmaceutical companies and venture backed start-ups. He previously served as President and Chief Executive Officer of Xanodyne Pharmaceuticals, Inc. from June 2009 to May 2010. From June 2003, Mr. Valentino successfully built start-up Adams Respiratory Therapeutics into a fully integrated specialty pharmaceutical company with more than $490 million in annual revenue and leading OTC brands such as Mucinex® and Delsym®. Under his leadership, Adams completed its initial public offering in July 2005, which was ranked by The Wall Street Journal as the No. 1 Health Care IPO in 2005, and in December 2007, the Company entered into a definitive agreement under which it would be acquired by Reckitt Benckiser, a world leader in household cleaning, health and personal care, for approximately $2.3 billion. Previously, Mr. Valentino was President and Chief Operating Officer at Alpharma, a leading global generic pharmaceutical company. Prior to joining Alpharma, he served as Executive Vice President, Global Head Consumer Pharmaceuticals for Novartis AG. He earlier served as President and Chief Operating Officer of Novartis Consumer Healthcare, North America. Mr. Valentino was also President of Pharmacia & Upjohn’s Consumer Products Division. Throughout his career, Mr. Valentino has been at the forefront of seven major prescription to OTC switches including such well known consumer brands as Benadryl®, Rogaine Extra Strength®, Motrin Jr.®, Nasalcrom®, Lamisil®, Voltaren (EU) and Mucinex®. He has served as Chairman of the Consumer Healthcare Products Association. We believe Mr. Valentino is qualified to serve as a director due to his extensive experience in sales, marketing and general management and knowledge of the consumer products and pharmaceutical industries.

Natasha Giordano.  Ms. Giordano was appointed our President and Chief Executive Officer and a Director effective January 1, 2016. Previously, Ms. Giordano served as the Interim Chief Executive Officer of ClearPoint Learning, Inc., a position she held from May 2015 through November 2015. She also served on the ClearPoint board of directors from December 2009 through November 2015. Previously, Ms. Giordano served as the Chief Executive Officer of Healthcare Corporation of America from January 2014 through August 2014. From June 2009 to August 2012, Ms. Giordano served as Chief Operating Officer and then as Chief Executive Officer, President and a member of the board of directors of Xanodyne Pharmaceuticals, Inc., a branded specialty pharmaceutical company with development and commercial capabilities focused on pain management and women’s health. Prior to that, she served as President, Americas, for Cegedim Dendrite (formerly Dendrite International Inc.) from 2007 to 2008 and as Senior Vice President of the Global Customer Business Unit of Cegedim Dendrite from 2004 to 2007. She had been with Cegedim Dendrite since 2000 and served as Group President for Global Business Unit for major customers, and Vice President of Global Sales. Earlier in her career, she worked nine years with Parke-Davis, then owned by Warner Lambert, in several sales and marketing positions including Strategic Alliance management and Sales Integration. Ms. Giordano holds a Bachelor of Science degree in nursing from Wagner College. We believe Ms. Giordano is qualified to serve as a director due to her extensive experience in sales and general management and knowledge of the pharmaceutical industry.

Kirk Calhoun.  Mr. Calhoun is a Certified Public Accountant (non-practicing) with a background in auditing and accounting, and has served as a director and as chair of the Company’s audit committee since February of 2016. Mr. Calhoun joined Ernst & Young LLP, a public accounting firm, in 1965 and served as a partner of the firm from 1975 until his retirement in 2002. Mr. Calhoun currently serves on the board and audit committee for NantHealth, Inc. and Ryerson Holding Corporation. Mr. Calhoun has served previously on the boards and audit committees of seven public companies in the life sciences industry, including Abraxis Bioscience, Inc., Myogen, Inc., and Adams Respiratory Therapeutics, Inc. Mr. Calhoun also currently serves on the boards of three private companies in the life sciences industry. Mr. Calhoun received a B.S. in Accounting from the University of Southern California. We believe Mr. Calhoun is qualified to serve as a director due to his significant financial expertise and experience, particularly in the pharmaceutical industry.

Gary S. Balkema.  Mr. Balkema has served as a director of the Company since February 2016. Mr. Balkema most recently served as the President of Bayer Healthcare LLC and Worldwide Consumer Care Division retiring in 2011. He joined Bayer in 1995 as President of the U.S. Consumer Care Division to merge two OTC drug businesses and repositioned Bayer Aspirin following a ten year decline into a growing business and assumed additional responsibilities over time culminating in leading their worldwide OTC business. Prior to Bayer Mr. Balkema was Vice President and General Manager responsible for American Cyanamid Co.’s Lederle Consumer Health Division responsible for their OTC drug business. He joined American Cyanamid Co. in 1977 assuming increasing roles of responsibility over time. Mr. Balkema has served in the leadership of the key consumer products industry associations including Chairman of the Consumer Healthcare Products Association, Chairman of the World Self Medication Industry and on the leadership council for the National Association of Chain Drug Stores. He currently serves on the Board of Directors of Brady Corporation since 2010 where he is the Chair of the Management Development & Compensation Committee and is a member of the Audit Committee. We believe Mr. Balkema is qualified to serve as a director due to his experience in sales, marketing and management in both the consumer product and pharmaceutical industries.

Robert Casale.  Mr. Casale has served as a director of the Company since February 2016. Mr. Casale has over 30 years of healthcare experience. Since July 2013 Mr. Casale has been an independent consultant specializing in consumer healthcare and pharmaceutical marketing, strategic planning and business development. He was the Co-founder and Chief Executive Officer of Scerene Healthcare, a company dedicated to marketing pure and efficacious anti-aging skin care and feminine hygiene products since February 2009. The assets of Scerene were sold to Enaltus in June 2012. Prior to Scerene, Mr. Casale was the Chief Operating Officer of Adams Respiratory Therapeutics. He joined Adams in 2004 as Vice President, Marketing and Business Development and was named Chief Operating Officer in 2006. In addition to developing the award winning Mr. Mucus advertising campaign, he led the diversification of the Adams’ portfolio of products by launching Mucinex D and DM, Mucinex for Children, Mucinex Nasal Spray. He also led the acquisition of the Delsym brand, which nearly doubled in sales after two years at Adams. Mr. Casale began his career in 1983 at a Wall Street law firm and joined the legal division of Warner Lambert in 1986. In 1993, he was appointed Warner-Lambert’s Vice President of Marketing for the company’s upper respiratory and gastrointestinal (GI) consumer products and oversaw several brands, including Benadryl, Sudafed, Zantac 75 and Rolaids. He also served as a global vice president for Warner-Lambert’s GI and skin care businesses. Following Warner-Lambert’s acquisition by Pfizer Inc., he served as Vice President, Strategic Planning and Business Development for Pfizer’s Consumer Healthcare Division. Mr. Casale currently serves on the Boards of Daiichi Sankyo, Inc. and Alitair Pharmaceuticals, Inc.. He was Chairman of Topaz Pharmaceuticals, which was sold to Sanofi Aventis in 2011, was on the Board of NextWave Pharmaceuticals, which was sold to Pfizer in 2012 and was on the Board of Insight Pharmaceuticals, which was sold to Prestige in 2014. We believe Mr. Casale is qualified to serve as a director due to his significant marketing and management experience in the consumer products and pharmaceutical industries. 

John W. Hadden II.  Mr. Hadden has served as a director of the Company since February 2016. Mr. Hadden is a founder of IRX Therapeutics and served as director from 1999 to 2017, he remains a Board observer. He served as Chief Executive Officer of IRX Therapeutics from January 2007 to March 2017. Between 2004 and 2007, Mr. Hadden was the firm’s Chief Operating Officer. Between 1998 and 2004, Mr. Hadden was Executive Vice President, and between 1998 and 2001, Mr. Hadden was also IRX’s Chief Financial Officer. From 1991 to 1995 and from 1997 to 1998, Mr. Hadden held various positions at JP Morgan & Co., Inc. Mr. Hadden’s transaction experience includes merger & acquisition, investment banking, and venture investing, including healthcare and biotechnology. In June 1997, he earned his M.B.A. from the Harvard University Graduate School of Business Administration. Mr. Hadden earned his B.S. in Management, summa cum laude, from Tulane University. We believe Mr. Hadden is qualified to serve as a director due to his financial and investment banking related expertise and management experience in the pharmaceutical industry.

Family Relationships

There are no family relationships among our executive officers and directors, except that Michael Valentino, our Executive Chairman of the Board, and Steven Valentino, Vice President of Trade Sales are siblings.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our directors, executive officers and holders of more than 10% of our Common Stock to file with the SEC initial reports of ownership and reports of changes in the ownership of Common Stock and other equity securities of the Company. Such persons are required to furnish us with copies of all mattersSection 16(a) filings.

Based solely upon a review of the copies of the forms furnished to us, we believe that our directors, officers and asholders of more than 10% of our Common Stock complied with all applicable filing requirements during the proxy holder may determine2017 fiscal year.

Related Person Transactions and Certain Relationships

Procedures for Review and Approval of Transactions with Related Parties

All transactions between us and any of our officers, directors, director nominees, principal stockholders or their immediate family members are required to be reviewed and approved by the Audit Committee. Such policy and procedures are set forth in his sole discretion with respectthe Audit Committee charter.

Vote Required

Each nominee receiving a majority of the affirmative (“FOR”) votes castat the Annual Meetingwill be elected to any other matters properly presented forthe Board.

Recommendation of the Board

The Board unanimously recommends a vote before“FOR” the annual meeting. If you hold your shares through a stockbroker, bank or other nomineeelection of each of its nominees to the Board to serve until the Company’s 2019 Annual Meeting of Stockholders and you do not provide instructions on how to vote, your stockbroker or other nominee may exerciseuntil their discretionary voting power with respect to certain proposals thatsuccessors are considered as "routine" matters. For example, duly elected and qualify.

Proposal 4—ratificationNo. 2: Ratification of the appointmentAppointment of CohnReznickIndependent Registered Public Accounting Firm

The Audit Committee has appointed Marcum LLP as our independent registered public accounting firm is commonly considered as a routine matter, and, thus, your stockbroker, bank or other nominee may exercise their discretionary voting power with respect to Proposal 4.Iffor the organization that holds your sharesfiscal year ending December 31, 2018. Although this appointment does not receive instructions from you on howrequire ratification, the Board has directed that the appointment of Marcum LLP be submitted to vote your shares on a non-routine matter, the organization that holds your shares will inform us that it does not have the authority to vote on these matters with respect to your shares. This is generally referred to as a "broker non-vote." When the vote is tabulatedstockholders for any particular matter, broker non-votes will be counted for purposes of determining whether a quorum is present, but will not otherwise be counted. In the absence of specific instructions from you, your broker does not have discretionary authority to vote your shares with respect to Proposal 1—the election of a director to our Board of Directors, Proposal 2—the amendmentratification due to the Amended and Restated Bylaws, Proposal 3—the amendment to the Certificate of Incorporation.We encourage you to provide voting instructions to the organization that holds your shares by carefully following the instructions provided in the notice.

What is the quorum requirement for the annual meeting?

        On March 28, 2016, the Record Date for determining which stockholders are entitled to vote, there were            shares of our common stock outstanding which is our only class of voting securities. Each share of common stock entitles the holder to one vote on matters submitted to a vote of our stockholders. A majority of our outstanding common shares assignificance of the Record Date mustappointment. If stockholders do not ratify the appointment of Marcum LLP, the Audit Committee will consider the appointment of another independent registered public accounting firm. A representative of Marcum LLP is expected to be present at the annual meeting (in person or represented by proxy) in orderAnnual Meeting, will have an opportunity to hold the meetingmake a statement and conduct business. This is called a quorum. Your shares will be counted for purposesavailable to respond to appropriate questions.

Change in Auditors. The Company’s prior independent public accountants, GBH CPAs, PC (“GBH”), resigned, effective August 6, 2018, as a result of determining if there is a quorum, even if you wish to abstain from votingcombining its practice with Marcum. The engagement of Marcum was approved by the Audit Committee of the Company’s Board of Directors.

GBH’s reports on some or all matters introduced at the annual meeting, if you are presentconsolidated financial statements of the Company as of and vote in person at the meeting or have properly submitted a proxy card or voted by fax, by phone or by using the Internet.

How can I change my vote after I return my proxy card?

        You may revoke your proxy and change your vote at any time before the final vote at the annual meeting. You may do this by signing a new proxy card with a later date, by voting on a later date by using the Internet (only your latest Internet proxy submitted prior to the annual meeting will be counted), or by attending the annual meeting and voting in person. However, your attendance at the annual meeting will not automatically revoke your proxy unless you vote at the annual meeting or specifically request in writing that your prior proxy be revoked.

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Is my vote confidential?

        Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within our company or to third parties, except:

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as necessary to meet applicable legal requirements;



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to allow for the tabulationfiscal years ended December 31, 2017 and 2016 did not contain any adverse opinion or disclaimer of votesopinion and certificationwere not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2017 and 2016 and through August 6, 2018, there were no disagreements with GBH on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to GBH’s satisfaction would have caused it to make reference thereto in connection with its reports on the financial statements for such years. During the fiscal years ended December 31, 2017 and 2016 and through August 6, 2018, there were no events of the vote;type described in Item 304(a)(1)(v) of Regulation S-K.

During the fiscal years ended December 31, 2017 and



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2016 and through August 6, 2018, the Company did not consult with Marcum with respect to facilitateany matter whatsoever including without limitation with respect to any of (i) the application of accounting principles to a successful proxy solicitation.

        Any written commentsspecified transaction, either completed or proposed; (ii) the type of audit opinion that a stockholder might includebe rendered on the proxy card will be forwarded to our management.

Where can I findCompany’s financial statements; or (iii) any matter that was either the voting resultssubject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an event of the annual meeting?type described in Item 304(a)(1)(v) of Regulation S-K.

The preliminary voting results will be announced at the annual meeting. The final voting results will be tallied by our Inspector of Elections and reportedCompany previously disclosed this information in aits Current Report on Form 8-K which we will filefiled with the SEC within four business days of the date of the annual meeting.

How can I obtain a separate set of voting materials?

        To reduce the expense of delivering duplicate voting materials to our stockholders who may have more than one Dipexium Pharmaceuticals, Inc. stock account, we are delivering only one Notice to certain stockholders who share an address, unless otherwise requested. If you share an addresson August 6, 2018, provided GBH with another stockholder and have received only one Notice, you may write or call us to request to receive a separate Notice. Similarly, if you share an address with another stockholder and have received multiple copies of the Notice, you may write or call us at the address and phone number below to request delivery of a single copy of this Notice. For future annual meetings, you may request separate Notices, or request that we send only one Notice to you if you are receiving multiple copies, by writing or calling us at:

Dipexium Pharmaceuticals, Inc.
Attention: Robert Shawah, Chief Accounting Officer
14 Wall Street, Suite 3D
New York, New York 10005
Tel: 212-269-2834
Fax: (212) 269-2580

Who pays for the cost of this proxy solicitation?

        We will pay the costs of the solicitation of proxies. We may also reimburse brokerage firms and other persons representing beneficial owners of shares for expenses incurred in forwarding the voting materials to their customers who are beneficial owners and obtaining their voting instructions. In addition to soliciting proxies by mail, our board members, officers and employees may solicit proxies on our behalf, without additional compensation, personally, electronically or by telephone.

How can I obtain a copy of Dipexium Pharmaceuticals, Inc.'s 2015 Annual Report on Form 10-K?

        This proxy statementthe foregoing disclosure and our 2015 annual reportrequested that it furnish the Company with a letter addressed to stockholders are available for viewing, printing and downloading atwww.viewproxy.com/DPRX/2016. To view these materials, please have your control number(s) available that appears on your Notice or proxy card. On this website, you also can elect to receive future distributions of our proxythe SEC stating whether it agrees with the statements and annual reports to stockholders by electronic delivery.

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        Additionally, you can find amade therein. A copy of our Annual Report onsuch letter, dated August 6, 2018, was filed as Exhibit 16.1 to such Form 10-K, which includes8-K.

Audit and Non-Audit Fees

The following table presents aggregate fees billed for professional services rendered by GBH CPAs, PC for fiscal years 2017 and 2016. There were no other professional services rendered or fees billed by GBH CPAs, PC or by Marcum LLP for fiscal years 2017 and 2016.

The Board unanimously recommends a vote “FOR” the SEC, atwww.sec.gov , or in the "SEC Filings and Investor Information" sectionratification of the "Investors" section of our website atwww.dipexiumpharmaceuticals.com. You may also obtain a printed copy of our Annual Report on Form 10-K including our financial statements, free of charge, from us by sending a written request to: Dipexium Pharmaceuticals, Inc., 14 Wall Street, Suite 3D, New York, NY 10005, attention: Chief Accounting Officer.

What is the voting requirement to elect directors?

        Directors are elected by a plurality of the votes cast in person or by proxy at the annual meeting and entitled to vote on the election of directors. "Plurality" means that the nominees receiving the greatest number of affirmative votes will be elected as directors, up to the number of directors to be chosen at the meeting. Broker non-votes will not affect the outcome of the election of directors because brokers do not have discretion to cast votes on this proposal without instruction from the beneficial owner of the shares.

What is the voting requirement to approve the three proposals?

        The proposal to approve the amendment to the to the Amended and restated Bylaws will be approved if there is a quorum and the votes cast "FOR" the proposal exceeds those cast against the proposal. The proposal to approve the amendment to the Certificate of Incorporation will be approved if there is a quorum and the votes cast "FOR" the proposal exceeds 50% of the issued and outstanding shares as of the record date of the annual meeting. The proposal to ratify the appointment of CohnReznickMarcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

Proposal No. 3: Approval of 2018 Incentive Plan

The Board has adopted and is seeking stockholder approval of the Company’s 2018 Incentive Plan, including the authority to issue 1,250,000 shares of Common Stock (subject to adjustment for stock splits, stock dividends, and similar events) under the 2018 Incentive Plan. The Board is proposing a new plan rather than simply amending its existing 2015 Omnibus Incentive Plan because recent changes in tax laws make certain of the provisions in its 2015 Omnibus Incentive Plan (including those related to Section 162(m) of the Code) unnecessary with respect to prospective awards. The Board adopted the 2018 Incentive Plan on August 8, 2018, subject to stockholder approval of the 2018 Incentive Plan at the Annual Meeting. Awards will not be made under the 2018 Incentive Plan until stockholder approval is obtained for the 2018 Incentive Plan.

The Board believes that an adequate reserve of shares available for issuance is necessary to enable the Company to attract, motivate, and retain key employees, directors, advisors to and consultants of the Company, its affiliates and/or its subsidiaries through the use of competitive incentives that are tied to stockholder value. For this purpose, subject to the approval of stockholders, the Board adopted the 2018 Incentive Plan based in part on a belief that the number of shares currently available under the 2015 Omnibus Incentive Plan does not allow for sufficient authority and flexibility to adequately provide for future incentives. If our stockholders do not approve the 2018 Incentive Plan, there are insufficient shares available under the 2015 Omnibus Incentive Plan to make grants to new and continuing employees and non-employee Directors. In that event, the compensation committee would be required to revise its compensation philosophy and create other non-equity related compensation programs to attract, retain and compensate executives, non-employee Directors and other key employees.

The 2018 Incentive Plan will become effective on the date it is approved by the Company’s stockholders (the “Effective Date”). Upon stockholder approval, this 2018 Incentive Plan will be approved if therethe only long-term incentive plan under which equity compensation may then be awarded to our employees, consultants, and members of the Board. Awards currently outstanding under the 2015 Omnibus Incentive Plan will remain outstanding under that plan in accordance with its terms.

New Plan Benefits

It is not possible to determine specific amounts that may be awarded in the future under the 2018 Incentive Plan because grants of awards under the 2018 Incentive Plan are at the discretion of the Compensation Committee of the Board.

Summary of the 2018 Incentive Plan

The following is a quorumsummary of the material terms of the 2018 Incentive Plan. This summary is not complete and is qualified in its entirety by reference to the full text of the 2018 Incentive Plan attached to this Proxy Statement as Annex A, which assumes that this Proposal No. 3 is approved.

Purpose

The 2018 Incentive Plan allows the Company to provide employees, consultants and all members of the Board who are selected to receive awards under the 2018 Incentive Plan the opportunity to acquire an equity interest in the Company. The Board believes that equity incentives are a significant factor in attracting and motivating eligible persons whose present and potential contributions are important to the Company.

Key Provisions

The following is a summary of the key provisions of the 2018 Incentive Plan:

Awards Under the 2018 Incentive Plan

Stock Options. The 2018 Incentive Plan permits the Compensation Committee to issue incentive stock options and non-qualified stock options to participants, which directly link their financial success to that of the Company’s stockholders. The Compensation Committee shall determine the number of shares subject to options and all other terms and conditions of the options, including vesting requirements. In no event, however, may the exercise price of a stock option be less than 100% of the fair market value of the Company’s Common Stock on the date of the stock option’s grant, nor may any option have a term of more than ten years. Except for adjustments based on changes in the corporate structure or as otherwise provided in the 2018 Incentive Plan, the terms of an option may not be amended to reduce the exercise price nor may options be canceled or exchanged for cash, other awards or options with an exercise price that is less than the exercise price of the original options.

Additionally, in the case of an incentive stock option granted to any individual who, at the date of grant, owns stock possessing more than ten percent (10%) of the total combined voting power all classes of stock of the Company, such incentive stock option shall be granted at a price that is not less than one hundred and ten percent (110%) of fair market value on the date of grant and such incentive stock option shall be exercisable for no more than five (5) years from the date of grant.

Stock Appreciation Rights. The 2018 Incentive Plan permits the Compensation Committee to issue stock appreciation rights (“SARs”), either free-standing or in tandem with stock options. The Compensation Committee shall determine the number of SARs to be granted and other terms and conditions of the SARs. In no event, however, may the exercise of a SAR be less than 100% of the fair market value of the Company’s Common Stock on the date of grant, and the terms shall not exceed ten years. SARs may be settled in cash, stock, or a combination of both.

Restricted Stock and Restricted Stock Units. The 2018 Incentive Plan permits the Compensation Committee to grant restricted stock awards. Each share of restricted stock shall be subject to such terms, conditions, restrictions, and/or limitations, if any, as the Compensation Committee deems appropriate, including, but not by way of limitation, restrictions on transferability and continued employment. Holders of shares of restricted stock may vote the shares and receive dividends on such shares. Notwithstanding the foregoing, with respect to a share of restricted stock, dividends shall only be paid out to the extent that the share of restricted stock vests. The vesting period for restricted stock shall be determined by the Compensation Committee, which may accelerate the vesting of any such award. The Compensation Committee may also grant restricted stock units, which have substantially the same terms as restricted stock, except that units have no voting rights, and unless otherwise determined by the Compensation Committee, will not receive dividends or dividend equivalents (which in an event shall only be paid out to the extent that the restricted stock units vest). The Compensation Committee may also grant unrestricted stock under this provision.

Performance Shares and Performance Stock Units. The 2018 Incentive Plan permits the Compensation Committee to issue “performance shares” and “performance stock units.” These are contingent incentive awards that are converted into stock and/or cash and paid out to the participant only if specific performance goals are achieved over performance periods, as set by the Compensation Committee. If the performance goals are not achieved, the awards are canceled or reduced. Performance shares are each equivalent in value to a share of Common Stock (payable in cash and/or stock), while performance stock units are equal to a specific amount of cash.

Stock Payments and Other Stock-Based Awards. The 2018 Incentive Plan also permits the
Compensation Committee to grant awards of deferred stock, dividend equivalents, other stock-based awards, and performance bonus awards as provided in the 2018 Incentive Plan.

Eligible for Participation. Persons eligible to participate in the 2018 Incentive Plan include employees, consultants and all members of the Board, as determined by the Compensation Committee.

Available Shares. The 2018 Incentive Plan authorizes the issuance of up to an aggregate number of shares of Stock equal to 1,250,000. In the event of a stock split, stock dividend, or other change in the corporate structure of the Company, as described in the 2018 Incentive Plan, affecting the shares that may be issued under the 2018 Incentive Plan, an adjustment shall be made in the number and class of shares which may be delivered under the 2018 Incentive Plan (including but not limited to individual grant limits). Upon termination of the 2018 Incentive Plan, no further awards may be issued under the 2018 Incentive Plan.

Other Information. The 2018 Incentive Plan may be amended in whole or in part by the Board or the Compensation Committee with the approval of the Board and in certain circumstances with stockholder approval. Except as may otherwise be provided in an applicable award agreement or other written agreement entered into between the Company and a participant, in the event of a Change in Control (as defined in the 2018 Incentive Plan), if the employee is terminated other than for “cause” on or within one year of a Change in Control or leaves for “Good Reason,” options and restricted stock (including restricted stock units) shall vest. In addition, unless otherwise determined by the Compensation Committee, the payout of performance stock units and performance shares shall be determined exclusively by the attainment of the performance goals established by the Compensation Committee, which may not be modified after the Change in Control, and the Company will not have the right to reduce the awards for any other reason. “Good Reason” means in connection with a termination of employment by a participant within one year following a Change in Control, (a) a material adverse alteration in the participant’s position or in the nature or status of the participant’s responsibilities from those in effect immediately prior to the Change in Control, or (b) any material reduction in the participant’s base salary rate or target annual bonus, in each case as in effect immediately prior to the Change in Control, or (c) the relocation of the participant’s principal place of employment to a location that is more than 50 miles from the location where the participant was principally employed at the time of the Change in Control or materially increases the time of the participant’s commute as compared to the participant’s commute at the time of the Change in Control (except for required travel on the Company’s business to an extent substantially consistent with the participant’s customary business travel obligations in the ordinary course of business prior to the Change in Control).

In addition, the 2018 Incentive Plan provides that if the Company is required to prepare an accounting restatement due to material noncompliance with the financial reporting requirements of the securities laws, in certain cases the Compensation Committee may require the repayment of amounts paid under the 2018 Incentive Plan in excess of what the employee would have received under the accounting restatement.

U.S. Federal Income Tax Consequences

The following summary is intended only as a general guide to the U.S. federal income tax consequences under current law of equity-based awards that may be granted under the 2018 Incentive Plan. It does not attempt to describe all possible federal or other tax consequences of participation in the 2018 Incentive Plan or tax consequences based on particular circumstances. The exact federal income tax treatment of transactions under the 2018 Incentive Plan will vary depending upon the specific facts and circumstances involved and participants are advised to consult their personal tax advisors with regard to all consequences arising from the grant or exercise of awards and the disposition of any acquired shares.

Incentive Stock Options. Incentive stock options under the 2018 Incentive Plan are intended to be eligible for the favorable tax treatment accorded “incentive stock options” under the Code. There generally are no federal income tax consequences to the participant or the Company by reason of the grant or exercise of an incentive stock option. However, the exercise of an incentive stock option may increase the participant’s alternative minimum tax liability, if any.

If a participant holds stock acquired through exercise of an incentive stock option for at least two (2) years from the date on which the option is granted and at least one (1) year from the date on which the shares are transferred to the participant upon exercise of the option, any gain or loss on a disposition of such stock will be treated for tax purposes as long-term capital gain or loss.

Generally, if the participant disposes of the stock before the expiration of either of these holding periods (a “disqualifying disposition”), then at the time of disposition the participant will realize taxable ordinary income equal to the lesser of (a) the excess of the stock’s fair market value on the date of exercise over the exercise price, or (b) the participant’s actual gain, if any, on the purchase and sale. The participant’s additional gain (or any loss) upon the disqualifying disposition will be a capital gain (or loss), which will be long-term or short-term depending on whether the stock was held for more than one (1) year.

To the extent the participant recognizes ordinary income by reason of a disqualifying disposition, the Company will generally be entitled to a corresponding business expense deduction in the tax year in which the disqualifying disposition occurs.

Non-qualified Stock Options, Restricted Stock Awards, Restricted Stock Units, and Deferred Stock. Non-qualified stock options, restricted stock awards, restricted stock units and deferred stock granted under the 2018 Incentive Plan generally have the following federal income tax consequences:

There are no tax consequences to the participant or the Company by reason of the grant of a non-qualified stock option. Upon exercise of the option, the participant ordinarily will recognize taxable ordinary income equal to the excess, if any, of the stock’s fair market value on the exercise date over the exercise price. If the stock received pursuant to the exercise is subject to further vesting requirements, the taxable event will be delayed until the vesting restrictions lapse unless the participant elects under Section 83(b) of the Code to be taxed on receipt of the stock.

There are no tax consequences to the participant or the Company by reason of the grant of restricted stock, restricted stock units or deferred stock awards. The participant ordinarily will recognize taxable ordinary income equal to the excess, if any, of the stock’s fair market value over the purchase price, if any, when such award vests. Under certain circumstances, the participant may be permitted to elect under Section 83(b) of the Code to be taxed on the grant date.

With respect to employees, the Company is generally required to withhold from regular wages or supplemental wage payments an amount based on the ordinary income recognized. The Company will generally be entitled to a business expense deduction equal to the taxable ordinary income realized by the participant.

Upon disposition of the stock, the participant will generally recognize a capital gain or loss equal to the difference between the selling price and the sum of the amount paid for such stock (if any) plus any amount recognized as ordinary income upon acquisition (or vesting) of the stock. Such gain or loss will be long-term or short-term depending on whether the stock was held for more than one (1) year.

Stock Appreciation Rights. No taxable income is generally recognized upon the receipt of a SAR, but upon exercise of the SAR, the fair market value of the shares (or cash in lieu of shares) received generally will be taxable as ordinary income to the recipient in the year of such exercise. The Company generally will be entitled to a compensation deduction for the same amount which the recipient recognizes as ordinary income.

Performance Awards. A participant who has been granted a performance award generally will not recognize taxable income at the time of grant, and the Company will not be entitled to a deduction at that time. When an award is paid, whether in cash or common shares, the participant generally will recognize ordinary income, and the Company will be entitled to a corresponding deduction.

Stock Payments and Other Stock-Based Awards. A participant who receives a stock payment in lieu of a cash payment that would otherwise have been made will generally be taxed as if the cash payment has been received, and the Company generally will be entitled to a deduction for the same amount.

Section 409A of the Code. Most of the awards under the 2018 Incentive Plan are exempt from Section 409A of the Code. To the extent that any award hereunder could be subject to Section 409A of the Code, it will be structured to comply with Section 409A of the Code.

Section 162(m) of the Code. The Tax Reform and Jobs Act of 2017 (“Tax Act”) generally eliminated the ability to deduct compensation qualifying for the “performance-based compensation” exception under Section 162(m) of the Code for tax years commencing after December 31, 2017. Section 162(m) of the Code imposes a $1 million limit on the amount that a public company may deduct for compensation paid to anyone who has ever been the Company’s chief executive officer, chief financial officer or one of the three highest compensated officers in any fiscal year beginning after December 31, 2016 (i.e., a “covered employee”). For 2017 and prior taxable years, an exception to this deduction limit applied to “performance-based compensation,” such as stock options and other equity awards that satisfied certain criteria. Under the Tax Act, the performance-based pay exception to Section 162(m) was eliminated, but a transition rule may allow the exception to continue to apply to certain performance-based compensation payable under written binding contracts that were in effect on November 2, 2017. The Board and the Compensation Committee intend to consider the potential impact of Section 162(m) on grants made under the 2018 Incentive Plan, but reserve the right to approve grants of options and other awards for an executive officer that exceeds the deduction limit of Section 162(m). The adoption of the 2018 Incentive Plan is not intended to affect the grandfathered status of awards previously granted under the 2015 Omnibus Incentive Plan that were intended to qualify as “performance-based compensation” under Section 162(m).

Vote Required

The affirmative (“FOR”) voteof the majority of the votes cast "FOR"at the proposal exceeds those cast againstAnnual Meeting is required to approve the proposal.2018 Incentive Plan.

        AbstentionsRecommendation of the Board

The Board unanimously recommends a vote “FOR” the approval of the 2018 Incentive Plan.

Security Ownership of Certain Beneficial Owners and broker non-votes willManagement

The following table sets forth information with respect to the beneficial ownership of our Common Stock as of August 1, 2018, by:

The amounts and percentages of Common Stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. The information relating to our 5% beneficial owners is based on information we received from such holders. Under the rules of the SEC, a person is deemed to be treated asa “beneficial owner” of a security if that person has or shares that are present, or represented and entitledvoting power, which includes the power to vote for purposes of determiningor direct the presencevoting of a quorumsecurity, or investment power, which includes the power to dispose of or to direct the disposition of a security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Except as otherwise set forth below, the address of the persons listed below is c/o PLx Pharma Inc., 8285 El Rio St., Ste. 130, Houston, TX 77054 and each of the persons listed has, to our knowledge, sole voting and investment power with respect to the indicated shares of Common Stock.

____________
* Represents holdings of less than 1% of shares outstanding.

Corporate Governance

Director Independence

The Board has determined that all of our non-employee directors are independent within the meaning of the SEC rules. The Board has also determined that all directors serving on the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are independent within the meaning of the SEC rules with respect to membership on each such committee.

Board and Committee Meetings

During the fiscal year ended December 31, 2017, the Board met or took action in writing 12 times, the Audit Committee met or took action in writing three times, the Compensation Committee met or took action in writing three times and the Nominating and Corporate Governance Committee met or took action in writing two times. Each of the directors then serving attended at least 75% or more of the annual meeting. Abstentions will not be counted in determiningaggregate of (i) the total number of votes cast in connection with any matter presented atmeetings of the annual meeting. Broker non-votes will not be countedBoard (held during the period for which he or she served as a vote cast on any matter presented atdirector), and (ii) the annual meeting.

Do I Have Dissenters' (Appraisal) Rights?

        Appraisal rights are not available to our shareholders with anytotal number of meetings held by all committees of the proposalsBoard on which he served (during the periods that he served on such committees). All of our then-incumbent directors attended our 2017 Annual Meeting of Stockholders.

We have no written policy regarding director attendance at annual meetings of stockholders.

Board Committees

Our Board has three standing committees to assist it with its responsibilities. These committees are described abovebelow.

Audit Committee. The primary purpose of the Audit Committee is to be brought beforeoversee the accounting and financial reporting processes of the Company and the audits of the consolidated financial statements of the Company. The Audit Committee is also charged with the review and approval of all related party transactions involving the Company. The current members of the Audit Committee are Messrs. Balkema, Calhoun, Casale and Hadden II. Mr. Calhoun currently serves as Chairman of the Audit Committee. The Board has determined that all members of the Audit Committee are audit committee financial experts, as defined by the SEC rules, based on their past business experience and financial certifications. The Audit Committee charter is posted in the “Investor Relations – Corporate Governance” section of our website atwww.plxpharma.com.

Compensation Committee. The duties and responsibilities of the Compensation Committee include, among other things, reviewing and approving the Company’s general compensation policies, setting compensation levels for the Company’s executive officers, setting the terms of and grants of awards under share-based incentive plans and retaining and terminating executive compensation consultants. The current members of the Compensation Committee are Messrs. Balkema, Calhoun, Casale and Hadden II. Mr. Casale currently serves as Chairman of the Compensation Committee. The Compensation Committee charter is posted in the “Investor Relations – Corporate Governance” section of our website atwww.plxpharma.com.

Nominating and Governance Committee. The duties and responsibilities of the Nominating and Governance Committee include, among other things, assisting the Board in identifying individuals qualified to become Board members and recommending director nominees for the next annual meeting of shareholders.stockholders, and taking a leadership role in shaping the corporate governance of the Company. The current members of the Nominating and Governance Committee are Messrs. Balkema, Calhoun, Casale and Hadden II. Mr. Balkema currently serves as Chairman of the Nominating and Governance Committee. The Nominating and Governance Committee charter is posted in the “Investor Relations – Corporate Governance” section of our website atwww.plxpharma.com.

How can I communicateDirector Nominations

The Nominating and Corporate Governance Committee evaluates and recommends candidates for membership on the Board consistent with the non-employeecriteria established by the committee. The Nominating and Corporate Governance Committee has not formally established any specific, minimum qualifications that must be met by each candidate for the Board or specific qualities or skills that are necessary for one or more of the members of the Board to possess. However, the Nominating and Corporate Governance Committee, when considering a candidate, will factor into its determination the following qualities of a candidate: educational background; diversity of professional experience, including whether the person is a current or former CEO or CFO or the head of a division of a successful company; knowledge of our business; integrity; professional reputation; strength of character; mature judgment; relevant technical experience; diversity; independence; wisdom; and ability to represent the best interests of our stockholders. The Nominating and Corporate Governance Committee may also consider such other factors as it may deem to be in the best interests of the Company and our stockholders.

The Nominating and Corporate Governance Committee uses the same criteria for evaluating candidates nominated by stockholders and self-nominated candidates as it does for those proposed by other Board members, management and search companies. For more information on how stockholders can nominate candidates for election as directors, onsee “Stockholder Proposals” below.

The Nominating and Corporate Governance Committee identifies nominees by first evaluating the Dipexium Pharmaceuticals, Inc.current members of the Board willing to continue in service. Current members of Directors?

        Thethe Board of Directors encourages stockholderswith skills and experience that are relevant to our business and who are interestedwilling to continue in communicating directlyservice are considered for re-nomination, thereby balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. If any member of the non-employeeBoard up for re-election at an upcoming annual meeting of stockholders does not wish to continue in service, the Nominating and Corporate Governance Committee identifies the desired skills and experience of a new nominee in light of the criteria above. Current members of the Nominating and Corporate Governance Committee and Board will be polled for suggestions as to individuals meeting the criteria of the Nominating and Corporate Governance Committee. Research may also be performed to identify qualified individuals. If the Nominating and Corporate Governance Committee believes that the Board requires additional candidates for nomination, it may explore alternative sources for identifying additional candidates. Alternative sources may include engaging, as appropriate, a third party search firm to assist in identifying qualified candidates.

While we do not have a specific policy related to Board diversity, the Board seeks nominees with a broad diversity of experience, expertise and backgrounds. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the Board to do sofulfill its responsibilities and meet its objectives. Nominees are not discriminated against on the basis of race, gender, religion, national origin, sexual orientation, disability or any other basis prescribed by writing to the non-employee directors in care of our Executive Chairman. Stockholders can send communicationslaw.

Board Leadership Structure

The Board is led by mail to:

Robert J. DeLuccia, Executive Chairman
Dipexium Pharmaceuticals, Inc.
14 Wall Street, Suite 3D
New York, New York 10005

        Correspondence received that is addressed to the non-employee directors will be reviewed byMichael Valentino, our Executive Chairman of the Board or his designee, who will regularly forward tosince July 2011. The Board does not have a policy regarding the non-employee directors a summaryseparation of all such correspondencethe roles of Chief Executive Officer and copies of all correspondence that, in the opinion of our chairman, deals with the functionsExecutive Chairman of the Board as the Board believes it is in the best interests of Directors or committees thereof orthe Company to make that our chairman otherwise determines requires their attention. Directors may at any time review a logdetermination based on the then-current position and direction of all correspondence received by usthe Company and the membership of the Board. The Board has determined that is addressed toseparating the non-employee membersroles of Chief Executive Officer and Executive Chairman of the Board is in the best interests of Directors and request copies of any such correspondence.

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WHO CAN HELP ANSWER YOUR QUESTIONS?

        You may seek answers to your questions by writing, calling or emailing us at:

Robert Shawah
Chief Accounting Officer
Dipexium Pharmaceuticals, Inc.
14 Wall Street, Suite 3D
New York, NY 10005
Email: robshawah@dipexium.com
Tel: (212) 269-2834

CORPORATE GOVERNANCE

Board of Directors

        The Board of Directors oversees our business affairs and monitors the performance of management. In accordance with our corporate governance principles, the Board of Directors does not involve itself in day-to-day operations. The directors keep themselves informed through discussions withCompany’s stockholders at this time. This structure permits the Chief Executive Officer to focus exclusively on the Executive Chairman, other key executivesmanagement of our day-to-day operations and the Board to provide appropriate oversight.

Board Role in Risk Oversight

Senior management is responsible for assessing and managing our various exposures to risk on a day-to-day basis, including the creation of appropriate risk management programs and policies. The Board is responsible for overseeing management in the execution of its responsibilities and for assessing our approach to risk management. The Board exercises these responsibilities periodically as part of its meetings and also through the Board’s three committees, each of which examines various components of enterprise risk as part of its responsibilities. Members of each committee report to the full Board at the next Board meeting regarding risks discussed by readingsuch committee. In addition, an overall review of risk is inherent in the reportsBoard’s consideration of our long-term strategies and in the transactions and other materials that we send them and by participating in Board of Directors and committee meetings. Our directors hold office until their successors have been elected and duly qualified unless the director resigns or by reason of death or other cause is unable to serve in the capacity of director. Biographical information about our directors is provided in "Election of Directors—Proposal No. 1" on page 24.

Term of Office

        All directors hold office for a term of one-year until the election and qualification of their successors. Officers are appointed by our board of directors and serve at the discretion of the board, subject to applicable employment agreements.

Director Independence

        We use the definition of "independence" of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an "independent director" is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the Company's Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

•

the director is, or at any time during the past three years was, an employee of the company;



•

the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);



•

a family member of the director is, or at any time during the past three years was, an executive officer of the company;



•

the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient's consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

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the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or



•

the director or a family member of the director is a current partner of the company's outside auditor, or at any time during the past three years was a partner or employee of the company's outside auditor, and who worked on the company's audit.

        Our Common Stock is currently listed on the NASDAQ Capital Market under the symbol DPRX . Under the following three NASDAQ director independence rules a director is not considered independent: (a) NASDAQ Rule 5605(a)(2)(A), a director is not considered to be independent if he or she also is an executive officer or employee of the corporation, (b) NASDAQ Rule 5605(a)(2)(B), a director is not consider independent if he or she accepted any compensation from the company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, and (c) NASDAQ Rule 5605(a)(2)(D), a director is not considered to be independent if he or she is a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient's consolidated gross revenues for that year, or $200,000. Under such definitions, Jack H. Dean, Michael Duffy, Thomas Harrison, Barry Kagan, and William J. McSherry, Jr. are independent directors.

Executive Chairman

        On November 12, 2013, our board of directors elected Robert J. DeLuccia as Executive Chairman. As Executive Chairman of our Company, Mr. DeLuccia acts as an officer and, as such, performs his duties subject in all instancesmatters presented to the oversight of our board of directorsBoard, including capital expenditures, acquisitions and the power of our board of directors to approve all applicable corporation actions (which powers shall not be vested in the office of Executive Chairman). The Executive Chairman serves as a conduit between our boarddivestitures, and our executive management team and is available to act as an advisor and consultant to our executive management team, who are responsible for development and implementation of our corporate policies under the supervision of our board of directors.financial matters.

Board Leadership Structure

        Our Board has a policy that calls for the role of Chairman of the Board and Chief Executive Officer (CEO) to be separate, as it believes that the most effective leadership structure for us at this time is not to have these roles combined. David P. Luci serves as our President and Chief Executive Officer and Robert J. DeLuccia is our Executive Chairman. We believe this structure of having a separate CEO and Chairman provides proper oversight of our operations.

Board of Directors Meetings and Attendance

        During the fiscal year 2015, the Board of Directors held three meetings. Each member of our Board was present at eighty-five (85%) percent or more of the Board meetings held. There were two actions approved by unanimous written consent. It is our policy that directors should make every effort to attend the annual meeting of stockholders. Each of our seven directors attended the 2015 Annual Meeting of Shareholders held on May 17, 2015.

Code of Business Conduct and Ethics

We have adopted a Code of EthicalBusiness Conduct and Ethics (the “Code of Ethics”), which covers a wide range of business practices and procedures and is intended to ensure to the greatest extent possible that our business is conducted in a consistently legal and ethical manner. The Code of Ethics is consistent with how we have always conducted our business and applies to all of our directors, officers and other employees, including our principal executive officer and principal financial and accounting officer. A copy of the Code of Ethical ConductEthics is publicly available onin the Investor“Investor Relations – Corporate Governance” section of our website at

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www.dipexiumpharmaceuticals.com.www.plxpharma.com. We will postintend to promptly disclose on our website any amendmentgrant of waivers from or amendments to oura provision of the Code of Ethical ConductEthics following such amendment or waivers, ifwaiver.

Stockholder Communications with the Board

Any stockholder wishing to do so may communicate directly with the Board or specified individual directors by writing to:

Board of Directors (or name of individual director)
c/o Corporate Secretary
8285 El Rio St., Suite 130
Houston, TX 77054

All communications that are reasonably related to the Company or its business will be directed by the Corporate Secretary to the Board, or particular Board members, not later than the next regularly scheduled meeting of the Board. Notwithstanding the foregoing, the Corporate Secretary has the authority to discard or disregard or take other appropriate actions with respect to any of our Code of Ethical Conduct for directors and executive officers.inappropriate communications, such as unduly hostile, illegal or threatening communications.

Complaints Regarding Accounting Matters

        TheAdditionally, the Audit Committee has established procedures for:

•

for the receipt, retention and confidential treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and



•

thematters, including procedures for confidential, anonymous submissionsubmissions by our employees of concerns regarding questionable accountingwith respect to such matters. Employees and shareholders may raise a question or auditing matters.

Communications with Directors

        The Board of Directors has approved procedures for stockholders to send communications to individual directors or the non-employee directors as a group. Written correspondence should be addressed to the director or directors in care of Robert DeLuccia, Executive Chairman of Dipexium Pharmaceuticals, Inc., 14 Wall Street, Suite 3D, New York, NY 10005. Correspondence received that is addressed to the non-employee directors will be reviewed by our corporate secretary or his designee, who will regularly forward to the non-employee directors a summary of all such correspondence and copies of all correspondence that, in the opinion of our corporate secretary, deals with the functions of the Board of Directors or committees thereof or that the corporate secretary otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by Dipexium Pharmaceuticals, Inc. that is addressed to the non-employee members of the Board of Directors and request copies of any such correspondence. You may also contact individual directors by calling our principal executive offices at (212) 269-2834.

Legal Proceedings

        The Company and its two original executives were three of some 30 defendants in a lawsuit filed by a former stockholder of Genaera Corporation, which was the predecessor of the Genaera Liquidating Trust, the party from which the Company purchased the worldwide rights to pexiganan, the active ingredient of the Product Locilex® on April 8, 2010. The complaint was filed on June 8, 2012 in the United States District Court for the Eastern District of Pennsylvania (Civil Action No. 12-3265) by Alan W. Schmidt, individually and on behalf of former Genaera Corporation shareholders. Among others, the suit was filed against the Company, as well as John A. Skolas and Argyce, LLC, who were responsible for the administration of the Trust and who sold pexiganan to the Company via a public auction. The defendants listed in the complaint included several individuals and companies formerly associated with Genaera Corporation, the Trust and/or Argyce, LLC. Also included in the defendant group were several other pharmaceutical companies that were involved in acquiring the former drug-related assets of the Genaera Corporation.

        The complaint alleged, among other things, the Company and its two executives aided and abetted a breach of fiduciary duty alleged to have been committed by the former director and officers of Genaera Corporation before it was approved for dissolution by its shareholders and also Argyce, LLC, the trustee of the Liquidating Trust. Plaintiff claims that the Company, and its executives, aided and abetted a breach of the duties of the board of directors and the trustee under common law and under a certain trust agreement allegedly signed between Argyce, LLC, as the trustee, and the Liquidating Trust. With regard to the claims made against the Company and two executives, the plaintiff alleged, in pertinent part, that the Company's acquisition of the pexiganan rights was for alleged inadequate consideration, and that the Company and its management aided and abetted a breach of fiduciary duty by the Genaera Corporation defendants who were formerly associated with Genaera Corporation and/or the Trust.

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        The Company and its two executives filed a motion to dismiss the complaint within the prescribed time period. All of the other defendants in this litigation also filed motions to dismiss, and a court order by the Federal District Court granted each and every motion to dismiss, with prejudice, without leave to refile, on August 12, 2013 based on the argument that Plaintiff's claims were time barred. A subsequent motion to reconsider such dismissal was denied by the Federal District Court. Plaintiff appealed the dismissal to the United States Third Circuit Court of Appeals seeking reversal of the dismissal and the Third Circuit Court granted Plaintiff's appeal. On October 17, 2014, the Third Circuit Appellate Court, in a 2-1 decision with a strong dissenting opinion, reversed the trial court's dismissal of Plaintiff's claims based on the expiration of the applicable statutes of limitation. In a 2-1 decision, the Third Circuit held that more information was necessary to determine when Plaintiff should have been on notice of his claims to determine the applicability of the discovery rule, which could serve to extend the time frame in which Plaintiff could bring his claims. Due to the strong dissent, all Defendants filed the necessary documents requesting a petition for rehearing en banc, by the majority of the Third Circuit justices who are in active service. The Third Circuit denied the request for en banc hearing and remanded this case to District Court.

        Upon remand to the Federal District Court, all Defendants moved to dismiss the complaint for reasons other than being time barred. The Company and the executives moved for dismissal based on Plaintiff's inability to make a case for aiding and abetting a breach of fiduciary duty because there was no underlying breach and such an aiding and abetting claim requires an element of knowing participation in the fiduciary breach which cannot be established by Plaintiff.

        The District Court held a hearing on this in September 2015 and the District Court delivered an Order on November 10, 2015 pursuant to which the District Court granted the Motion to Dismiss filed by each and every defendant including the Company and its executives. In December 2015, Plaintiff appealed the Federal District Court's decision to the Third Circuit Appellate Court and we anticipate a decision on whether to grant Plaintiff's appeal by the Third Circuit Appellate Court in 2016. The Company will continue to vigorously defend Plaintiff's claims on the factual record, which it believes will prove that the Company is not liable to the Plaintiff in any regard.

Compliance With Section 16(a) of the Exchange Act

        Based solely upon a review of copies of such forms filed on Forms 3, 4, and 5, and amendments thereto furnished to us, we believe that as of December 31, 2015, our executive officers, directors and greater than 10 percent beneficial owners have complied on a timely basis with all Section 16(a) filing requirements.

BOARD COMMITTEES

        Our board of directors has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The Compensation Committee became effective as of November 12, 2013, and the Audit Committee and Nominating and Corporate Governance Committee became effective in March 2014. Each of our board committees acts pursuant to a separate written charter adopted by our board of directors.

        The Compensation Committee is currently comprised of William J. McSherry, Esq. (Chairman), Dr. Jack H. Dean and Michael Duffy, Esq. Messrs. McSherry, Dean and Duffy are non-employee directors under applicable SEC rules, and are "outside" directors under Internal Revenue Code Section 162(m). Dr. Dean and Messrs. McSherry and Duffy are each independent under applicable SEC and NASDAQ rules and regulations. During 2015 the Compensation Committee met one time.

        The Audit Committee is comprised of Barry Kagan (Chairman), William J. McSherry, Esq. and Michael Duffy, Esq. Our board has determined that Mr. Kagan, the Chairman of the Audit and Finance Committee, is an "audit committee financial expert," under applicable SEC rules and

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regulations. The Audit Committee's responsibilities and duties are among other things to engage the independent auditors, review the audit fees, supervise matters relating to audit functions and review and set internal policies and procedure regarding audits, accounting and other financial controls. Messrs. Kagan, McSherry and Duffy are each independent under applicable SEC and NASDAQ rules and regulations. During 2015 the Audit Committee met four times.

        The Nominating and Corporate Governance Committee is comprised of Dr. Jack H. Dean (Chairman) and Messrs. Thomas Harrison and Barry Kagan. The committee members are independent under applicable NASDAQ rules and regulations. The Nominating and Corporate Governance Committee is responsible for, among other things, considering potential board members, making recommendations to the full board as to nominees for election to the board, assessing the effectiveness of the board and implementing our corporate governance guidelines. Dr. Dean and Messrs. Harrison and Kagan are each independent under applicable SEC and NASDAQ rules and regulations. During 2015 the Nominating and Corporate Governance Committee met one time.

        Our board of directors may at any time or from time to time appoint certain other committees in its sole discretion as it deems necessary or appropriate to carry out its functions.

Scientific Advisory Board

        In December 2013, we formally established a Scientific Advisory Board to advise our management regarding our clinical and regulatory development programs and other customary matters. Our scientific advisors are experts in various areas of medicine including DFI, mild and moderate skin and skin structure infections in superficial wounds and podiatry. We believe the advice of our scientific advisors was integral to the quality of our clinical trial protocol for our Phase 3 program and the resulting Special Protocol Assessment Agreement that the Company has with the FDA. Our Scientific Advisory Board is comprised of the following individuals:

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Dr. Jonathan Wilkin.  Founding Director (retired) of the Division of Dermatology and Dental Products at the FDA. Remains active in regulatory matters after over 12 years of FDA service, which included membership on the FDA's Dermatology Drugs Advisory Committee.



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Dr. Benjamin Lipsky.  Emeritus Professor of Medicine, University of Washington; Visiting Professor, Infectious Diseases, University of Geneva. Teaching Associate, Green Templeton College, University of Oxford. Head of the International Working Group on the Diabetic Foot (or IWGDF) and lead author of theDiabetic Foot Infection Treatment Guidelines, published in June 2012.



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Dr. David Armstrong.  Professor of Surgery and Director, Southern Arizona Limb Salvage Alliance (or SALSA), University of Arizona College of Medicine. Co-Sponsor of annual Diabetic Foot Global Conference (or DFCon).



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Dr. Warren Joseph.  Adjunct Clinical Associate Professor, Dr. William Scholl College of Podiatric Medicine, Rosland Franklin University of Medicine and Science. Managing Editor of the Journal of the American Podiatric Medical Association.



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Dr. Michael Zasloff.  Original inventor of the "magainin peptides" which include pexiganan, while he was a research scientist at the National Institutes of Health (or NIH) in 1987. Co-Founder of Magainin, the original owner of Locilex®. Current Professor, Departments of Surgery & Pediatrics; and Director, Surgical Immunology, Georgetown University School of Medicine.

        We will continue to rely upon our scientific advisors in various aspects of our product development program including, without limitation, assisting with the publication in the future of the clinical data generated in our Phase 3 program in coordination with us.

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DIRECTOR COMPENSATION

Director Compensation Table—2015

        The table below represents the compensation paid to our outside directors during the year ended December 31, 2015. Messrs. DeLuccia and Luci, our directors who also serve as executive officers of our company, receive no compensation for acting in their capacities as directors of our company.

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AUDIT COMMITTEE REPORT

Report of the Audit Committee of the Board of Directors

        The Audit Committee provides assistance to the Board of Directors in fulfilling its oversight responsibilities relating to our corporate accounting and reporting practices toward assurance of the quality and integrity of our consolidated financial statements. The purpose of the Audit Committee is to serve as an independent and objective party to monitor our financial reporting process and internal control system; oversee, review and appraise the audit activities of our independent registered public accounting firm and internal auditing function, maintain complete, objective and open communication between the Board of Directors, the independent accountants, financial management and the internal audit function.

        Our independent registered public accounting firm reports directlyconcern to the Audit Committee and theregarding accounting, internal accounting controls or auditing matters by writing to:

Chairman, Audit Committee is solely responsible to appoint or replace our independent registered public accounting firm and to assure its independence and to provide oversight and supervision thereof.
c/o Corporate Secretary
8285 El Rio St., Ste 130
Houston, TX 77054

AUDIT COMMITTEE REPORT

The Audit Committee determines compensation ofhas reviewed and discussed the independent registered public accounting firm and has established a policyconsolidated financial statements for approval of non-audit related engagements awarded to the independent registered public accounting firm. Such engagements must not impair the independence of the registered public accounting firm with respect to our company as prescribed by the Sarbanes-Oxley Act of 2002; thus payment amounts are limited and non-audit related engagements must be approved in advance by the Audit Committee. The Audit Committee determines the extent of funding that we must provide to the Audit Committee to carry out its duties and has determined that such amounts were sufficient in 2015.

        With respect to the fiscal year ended December 31, 2015, in addition2017, with both management and GBH CPAs, PC, the Company’s independentregistered public accounting firm. In its discussion, management has represented to its other work, the Audit Committee:Committee that the Company’s consolidated financial statements for the fiscal year ended December 31, 2017 were prepared in accordance with generally accepted accounting principles.