IPIX Innovation Pharmaceuticals Inc (PK)

PROXY STATEMENT

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The Board of Directors (“Board”) of Innovation Pharmaceuticals Inc., a Nevada corporation (the “Company,” “Innovation Pharmaceuticals,” “we” or “us”), is furnishing this proxy statement and the accompanying proxy card to you to solicit your proxy for a Special Meeting of Stockholders (the “Special Meeting”). The Special Meeting will be held on [_________], September [__], 2019 at [____] a.m., local time, at [_____________].

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

What is this proxy statement?

Our Board is soliciting your proxy to vote your shares at the Special Meeting. This proxy statement includes information that we are required to provide to you under the rules of the Securities and Exchange Commission (the “SEC”) and that is designed to assist you in voting your shares. The Company is making this proxy statement and the accompanying proxy first available on or about August [__], 2019.

Why am I receiving these materials?

You are receiving this document because you were one of our stockholders on August [__], 2019, the record date for the Special Meeting. We are soliciting your proxy to vote your shares of our common stock upon certain matters at the Special Meeting. Because our shares are widely held, it would be impractical, if not impossible, for our stockholders to meet physically in sufficient numbers to hold a meeting. Accordingly, proxies are solicited from our stockholders.

You should read this proxy statement carefully, as it contains important information regarding the Special Meeting and matters to be voted on thereat. The enclosed materials allow you to submit a proxy to vote your shares without attending the Special Meeting in person and to ensure that your shares are represented and voted at the Special Meeting.

Your vote is important, and every vote matters. Even if you plan to attend the Special Meeting in person, we encourage you to submit a proxy as soon as possible.

Who may vote at the Special Meeting?

We have fixed the close of business on August [__], 2019, as the record date for determining who is entitled to vote at the Special Meeting. As of that date, there were [________] shares of our Class A common stock and [________] shares of our Class B common stock outstanding and entitled to be voted at the Special Meeting and any postponement(s) or adjournment(s) thereof. In accordance with our Amended and Restated Articles of Incorporation, holders of our Class A common stock may cast one vote for each share of Class A common stock held on August [__], 2019 on all matters presented at the Special Meeting, and holders of our Class B common stock may cast ten votes for each share of Class B common stock held on August [__], 2019 on all matters presented at the Special Meeting.

Where and when is the Special Meeting, and who may attend?

The Special Meeting will be held on [__________], September [__] 4, 2019 at [____] a.m., local time, at [_____________]. Stockholders of record at the close of business on August [__], 2019, the record date, or their duly appointed proxies, may attend the Special Meeting. All stockholders will need proof of identification along with proof of ownership or their proxy card to enter the Special Meeting. Beneficial owners of shares held in “street name” who wish to attend the meeting must present proof of ownership of Innovation Pharmaceuticals common stock as of the record date, such as via a bank or brokerage account statement, and will only be able to vote at the Special Meeting if they have a proxy, executed in their favor, from the stockholder of record (the bank, brokerage firm, or other nominee) giving them the right to vote the shares at the Special Meeting.

Whether or not you plan to attend the Special Meeting in person, please submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the Special Meeting.

What proposals will be voted on at the Special Meeting?

There are two proposals to be considered and voted on at the Special Meeting:

An additional purpose of the Special Meeting is to transact any other business that may properly come before the Special Meeting and any and all adjournments or postponements of the Special Meeting.

Will there be any other business on the agenda?

The Board knows of no other matters that are likely to be brought before the Special Meeting. If any other matters properly come before the Special Meeting, however, the persons named in the enclosed proxy, or their duly appointed substitute acting at the Special Meeting, will be authorized to vote or otherwise act on those matters in accordance with their judgment.

What are my choices when voting on the proposed amendment to the Company’s Amended and Restated Articles of Incorporation, and what vote is needed to approve the proposed amendment?

In regards to the vote on the proposed amendment to the Company’s Amended and Restated Articles of Incorporation, stockholders may:

The affirmative vote of the holders of at least a majority of the voting power of our issued and outstanding common stock is required to approve the proposed amendment to the Company’s Amended and Restated Articles of Incorporation.

What are my choices when voting on the Adjournment Proposal, and what vote is needed to approve the Adjournment Proposal?

In regards to the vote on the Adjournment Proposal, stockholders may:

The affirmative vote of the holders of a majority of the votes cast at the Special Meeting in person or represented by proxy is required to approve the Adjournment Proposal.

Why is the Company seeking to increase the Company’s authorized capitalization?

The Board believes that the Company will need to raise additional capital in order to implement its business plan and is contemplating various alternatives to raise capital, including a potential private placement of shares of common stock or securities convertible into shares of common stock. In addition, we may issue shares to acquire other companies or assets or engage in business combination transactions. Currently, we have no specific plans, arrangements or understandings, whether written or oral, with respect to the increase in shares available for issuance as a result of the Increased Capitalization Charter Amendment.

How does the Company’s Board of Directors recommend that I vote?

Our Board of Directors unanimously recommends that you vote:

What information is available on the Internet?

A copy of this proxy statement and our 2018 Annual Report on Form 10-K is available for download free of charge at www.ipharminc.com . We make available on the Investors subpage of our website (under the link “Financials & Filings”) free of charge our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, ownership reports on Forms 3, 4 and 5 and any amendments to those reports as soon as practicable after we electronically file such reports with the SEC. Further, copies of the charters for our Audit Committee, Compensation Committee and Nominating and Governance Committee, our Code of Ethics, and our Corporate Governance Guidelines are also available on the Investors subpage of our website (under the link “Corporate Governance”).

Information from our website is not incorporated by reference into this proxy statement.

What constitutes a quorum?

A quorum is the presence, in person or by proxy, of the holders of one-third of the shares of the common stock entitled to vote. A quorum is required for the transaction of business at the special meeting. Under Nevada law, an abstaining vote and a “broker non-vote” are counted as present and are, therefore, included for purposes of determining whether a quorum of shares is present at the Special Meeting.

What are “broker votes” and “broker non-votes?”

On certain “routine” matters, brokerage firms have discretionary authority under applicable stock exchange rules to vote their customers’ shares if their customers do not provide voting instructions. When a brokerage firm votes its customers’ shares on a routine matter without receiving voting instructions (referred to as a “broker vote”), these shares are counted both for establishing a quorum to conduct business at the Special Meeting and in determining the number of shares voted “FOR” or “AGAINST” the routine matter. When a matter is not a routine matter and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that matter, the brokerage firm cannot vote the shares on that matter. This is called a “broker non-vote.” For purposes of the Special Meeting, neither the Increased Capitalization Charter Amendment proposal nor the Adjournment Proposal is considered a “routine” matter.

Because the proposal to amend our Amended and Restated Articles of Incorporation to increase the authorized Class A common stock is not considered a “routine” matter for stockholder consideration, the brokers will not have discretionary authority to vote your shares with respect to such matter and if you do not instruct your bank or broker how to vote your shares, no votes will be cast on your behalf with respect to such matter, which will have the same effect as a vote against the proposal. The failure to submit a proxy, or instruct a broker or other nominee to vote, as the case may be, will have no effect on the Adjournment Proposal.

We encourage you to provide instructions to your brokerage firm, bank or other nominee by voting your proxy. This action ensures your shares will be voted at the Special Meeting on all matters up for consideration.

What if I abstain from voting?

You have the option to “ABSTAIN” from voting with respect to the proposed amendment to our Amended and Restated Articles of Incorporation. Abstentions with respect to this proposal are counted for purposes of establishing a quorum, but will not be voted on the Increased Capitalization Charter Amendment proposal. As a result, if a quorum is present, abstentions will have the same effect as a vote “AGAINST” the Increased Capitalization Charter Amendment proposal. An abstention will have no effect on the Adjournment Proposal.

How will my shares be voted if I return my proxy card or vote via telephone or Internet? What if I return my proxy card but do not provide voting instructions or complete the telephone or Internet voting procedures but do not specify how I want to vote my shares?

Our Board of Directors has named Leo Ehrlich, our Chairman and Chief Executive Officer, and Dr. Arthur Bertolino, our President and Chief Medical Officer, as official proxy holders. They will vote all proxies, or record an abstention or withholding, in accordance with the directions on the proxy.

All shares represented by properly executed proxies, unless previously revoked, will be voted at the Special Meeting as you direct.

IF YOU SIGN AND RETURN YOUR PROXY CARD BUT GIVE NO DIRECTION OR COMPLETE THE TELEPHONE OR INTERNET VOTING PROCEDURES BUT DO NOT SPECIFY HOW YOU WANT TO VOTE YOUR SHARES, THE SHARES WILL BE VOTED “FOR” THE APPROVAL OF THE PROPOSED AMENDMENT TO OUR AMENDED AND RESTATED ARTICLES OF INCORPORATION AND “FOR” THE ADJOURNMENT PROPOSAL.

How do I vote if my shares are registered directly in my name?

If your shares are registered directly in your name with our transfer agent you are considered a “stockholder of record” or “record holder” with respect to those shares. Please carefully consider the information contained in this Proxy Statement and, whether or not you plan to attend the Special Meeting, you may vote your shares in the following four ways:

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. (Eastern Time) on September [__], 2019.

If you hold your shares in street name through a broker, bank or other nominee rather than directly in your own name, you are considered the beneficial owner of those shares, and proxy materials are being forwarded to you by your broker, bank or other nominee, together with a voting instruction card. To vote at the Special Meeting, beneficial owners will need to contact the broker, bank or other nominee that holds their shares to obtain a “legal proxy” to bring to the Special Meeting.

If you hold shares in the name of a broker, bank or other nominee you may be able to vote those shares by Internet or telephone depending on the voting procedures used by your broker, bank or other nominee, as explained below under the question “How do I vote if my shares are held in “street name” by a broker, bank or other nominee?”

No cumulative voting rights are authorized, and dissenters’ rights and rights of appraisal are not applicable to the matters being voted upon.

How do I vote if my shares are held in “street name” by a broker, bank or other nominee?

If your shares are held by a broker, bank or other nominee (this is called “street name”), your broker, bank or other nominee will send you instructions for voting those shares, and you should vote by following the instructions on your voting instruction form. Many (but not all) brokerage firms, banks and other nominees offer Internet and telephone voting options.

May I change or revoke my proxy after it has been submitted?

Yes. Any stockholder of record executing a proxy has the power to revoke such proxy at any time prior to its exercise. You may revoke your proxy prior to exercise by:

If your shares are held in “street name” by a broker, bank or other nominee, you must contact your broker, bank or other nominee to change your vote or obtain a legal proxy to vote your shares if you wish to cast your vote in person at the Special Meeting.

What does it mean if I receive more than one proxy card or voting instruction card?

If your shares are registered differently or held in more than one account, you will receive more than one proxy card or voting instruction card. Please complete and return all of the proxy cards or voting instruction cards you receive (or submit each of your proxies over the Internet or by telephone) to ensure that all of your shares are voted.

Who is soliciting my vote?

In this proxy statement, our Board of Directors is soliciting your vote for matters being submitted for stockholder approval at the Special Meeting.

Who will bear the cost for soliciting votes for the Special Meeting?

We will bear the cost of soliciting proxies. In addition to the use of mail, our directors, officers and non-officer employees may solicit proxies in person or by telephone or other means. These persons will not be compensated for the solicitation but may be reimbursed for out-of-pocket expenses. We have also made arrangements with brokerage firms and other custodians, nominees and fiduciaries to forward this material to the beneficial owners of our common stock, and we will reimburse them for their reasonable out-of-pocket expenses. We have retained [_____________] to assist in soliciting proxies by mail, telephone, and personal interviews for a fee of approximately $[__________], plus certain additional per-service fees and reimbursement for its reasonable fees and customary expenses.

Where can I find voting results of the Special Meeting?

We will announce preliminary voting results at the Special Meeting and publish final results on a Current Report on Form 8-K that we expect to file with the SEC within four business days after the Special Meeting (a copy of which will be available on the “Investors” subpage of our website, www.ipharminc.com , under the link “Financials & Filings”). If our final voting results are not available within four business days after the meeting, we will file a Current Report on Form 8-K reporting the preliminary voting results and subsequently file the final voting results in an amendment to the Current Report on Form 8-K within four business days after the final voting results are known to us.

Whom should I contact with questions about the Special Meeting?

If you have questions about the Special Meeting, the proposals, require assistance in submitting your proxy or voting your shares, or need additional copies of this proxy statement or the enclosed proxy card, please contact our proxy solicitor, [____________]:

[_______________]

Email: [______________]

If your bank, brokerage firm or other nominee holds your shares, you should also call your bank, brokerage firm or other nominee for additional information.

What if I have more than one account?

Please vote proxies for all accounts to ensure that all your shares are voted. You may consolidate multiple accounts through our transfer agent, West Coast Stock Transfer, Inc., online at http://westcoaststocktransfer.com or by calling (619) 664-4780.

What is “householding?”

“Householding” means that we deliver a single set of proxy materials when requested to households with multiple stockholders, provided certain conditions are met. Householding reduces our printing and mailing costs.

If you or another stockholder of record sharing your address would like to receive an additional copy of the proxy materials, we will promptly deliver it to you upon your request in one of the following manners:

If you would like to opt out of householding in future mailings, or if you are currently receiving multiple mailings at one address and would like to request householded mailings, you may do so by contacting our Corporate Secretary as indicated above.

Will a list of stockholders entitled to vote at the Special Meeting be available?

In accordance with Nevada law, a list of stockholders entitled to vote at the Special Meeting will be available at our executive office on [___________], 2019, and will be accessible for ten days prior to the Special Meeting and any postponement(s) or adjournment(s) thereof between the hours of 9:00 a.m. and 5:00 p.m. at our corporate headquarters.

Can I receive future stockholder communications electronically through the Internet?

Yes. You may elect to receive future notices of meetings, proxy materials and annual reports electronically through the Internet. To consent to electronic delivery, vote your shares using the Internet. At the end of the Internet voting procedure, the on-screen Internet voting instructions will tell you how to request future stockholder communications be sent to you electronically.

Once you consent to electronic delivery, you must vote your shares using the Internet and your consent will remain in effect until withdrawn. You may withdraw this consent at any time during the voting process and resume receiving stockholder communications in print form.