CELLCEUTIX CORPORATIONINNOVATION PHARMACEUTICALS INC.

100 Cummings Center, Suite 151-B

Beverly, Massachusetts 01915

(978) 921-4125

__________________

PROXY STATEMENT

__________________

The Board of Directors ("Board"(“Board”) of Cellceutix Corporation,Innovation Pharmaceuticals Inc., a Nevada corporation (the "Company," "Cellceutix"“Company,” “Innovation Pharmaceuticals,” “we” or "we"“us”), is furnishing this proxy statement and the accompanying proxy card to you to solicit your proxy for the 2015 Annuala Special Meeting of Stockholders (the "annual meeting"“Special Meeting”). The annual meetingSpecial Meeting will be held on Tuesday, December 15, 2015Thursday, September 19, 2019 at 10:00 a.m., local time, at 100 Cummings Center, Suite 221-E, Beverly, Massachusetts 01915.

We are utilizing the Securities and Exchange Commission (the "SEC") rules allowing us to furnish proxy materials through a "notice and access" model via the Internet. On or about October 30, 2015, we will furnish a notice of internet availability to our stockholders of record containing instructions on how to access the proxy materials and to vote. In addition, instructions on how to request a printed copy of these materials may be found in the notice. For more information on voting your stock, please see "How do I vote my shares?" below.DoubleTree by Hilton Hotel, Wolverine A, located at 4747 28th Street SE, Grand Rapids, Michigan, 49512-1915.

QUESTIONS AND ANSWERS ABOUT THE ANNUALSPECIAL MEETING

What is this proxy statement?

You are receiving this proxy statement and our 2015 Annual Report because ourOur Board is soliciting your proxy to vote your shares at the 2015 annual meeting.Special Meeting. This proxy statement includes information that we are required to provide to you under the rules of the SECSecurities 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 October 30, 2015.August 13, 2019.

What is the purpose of the annual meeting?Why am I receiving these materials?

At the annual meeting,You are receiving this document because you were one of our stockholders will acton August 8, 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 matters describedSpecial 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. These actions includestatement carefully, as it contains important information regarding the electionSpecial 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 directors; ratificationbusiness on August 8, 2019, as the record date for determining who is entitled to vote at the Special Meeting. As of that date, there were 205,620,200 shares of our Class A common stock and 909,090 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 8, 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 8, 2019 on all matters presented at the Special Meeting.

The Special Meeting will be held on Thursday, September 19, 2019 at 10:00 a.m., local time, at the DoubleTree by Hilton Hotel, Wolverine A, located at 4747 28th Street SE, Grand Rapids, Michigan, 49512-1915. Stockholders of record at the close of business on August 8, 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 appointmentrecord 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 independent registered public accounting firm (which we sometimes referright 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 "independent auditors"); an advisory (that is, nonbinding) voteSpecial Meeting.

What proposals will be voted on executive compensation;at the Special Meeting?

There are two proposals to be considered and an advisory (that is, nonbinding) votevoted on at the frequency of future advisory votes on executive compensation. Special Meeting:

	(1)	To consider and, if appropriate, approve an amendment to Article III of our Amended and Restated Articles of Incorporation to increase the number of authorized shares of our Class A common stock from 300,000,000 shares to 600,000,000 shares (the “Increased Capitalization Charter Amendment”); and
	(2)	To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve and adopt the Increased Capitalization Charter Amendment (the “Adjournment Proposal”).

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

Who can attend the annual meeting?

All stockholders of record at the close of business on October 22, 2015, the record date, or their duly appointed proxies, may attend the annual meeting.

Each stockholder who desires to attend the annual meeting in person should be prepared to present valid photo identification, such as a driver's license or passport. Stockholders holding their shares through a broker, bank, trustee or other nominee will need to bring proof of beneficial ownership as of the record date, such as their most recent account statement, a copy of the voting instruction card provided by their broker, bank, trustee or nominee or similar evidence of ownership. Cameras, recording devices and other electronic devices, such as smart phones, will not be permitted at the meeting. Photography is prohibited at the meeting. Please also do not bring large bags or packages to the meeting.

1

What proposals will be voted on at the annual meeting?

Stockholders will vote on four proposals at the annual meeting:

	·	the election of directors;
	·	the ratification of Baker Tilly Virchow Krause, LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2016;
	·	an advisory vote on executive compensation; and
	·	an advisory vote on the frequency of future advisory votes on executive compensation.

What are the Board's recommendations?

Our Board recommends that you vote:

	·	FOR election of the nominated directors;
	·	FOR ratification of Baker Tilly Virchow Krause, LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2016;
	·	FOR approval of the compensation of our named executive officers; and
	·	a vote to hold future advisory votes on executive compensation every ONE YEAR.

Will there be any other business on the agenda?

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

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

OnlyIn regards to the vote on the proposed amendment to the Company’s Amended and Restated Articles of Incorporation, stockholders of record at the close of business on October 22, 2015, which we refer to as the record date, are entitled to notice of, and to vote at, the annual meeting. As of the record date, there were 118,170,536 shares of our Class A common stock outstanding. No shares of our Class B common stock were outstanding as of the record date. Holders of our Class A common stock, which we refer to as our common stock, as of the record date are entitled to one vote for each share held for each of the proposals.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, West Coast Stock Transfer, Inc., you are considered, with respect to those shares, the "stockholder of record." This proxy statement and our Annual Report have been sent directly to you by us.

Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the "beneficial owner" of shares held in street name. This proxy statement and the Annual Report have been forwarded to you by your broker, bank or nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or nominee how to vote your shares by using the voting instructions included with your proxy materials.

2

How do I vote my shares?

Stockholders can vote in person at the annual meeting or by proxy. There are three ways to vote by proxy:may:

	·	vote in favor of the proposed amendment;
·	By Telephone — Stockholders located in the United States can vote by telephone by calling the number listed on the notice of internet availability or proxy card and following the instructions;
	·	vote against the proposed amendment; or
·	By Internet — You can vote over the Internet going to the link provided on the notice of internet availability or proxy card and following the instructions; or
	·	By Mail — You can vote by mail by signing, dating and mailingabstain from voting on the enclosed proxy card.proposed amendment.

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.

2

Table of Contents

TelephoneWhat are my choices when voting on the Adjournment Proposal, and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. (EST) on December 14, 2015.what vote is needed to approve the Adjournment Proposal?

If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares in person at the annual meeting, you should contact your broker or agent to obtain a legal proxy or broker's proxy card and bring itIn regards to the annual meeting in order to vote.

If you vote by proxy, the individuals named on the proxy card (your "proxies") will vote your shares in the manner you indicate. You may specify how your shares should be voted for each of the proposals. If you grant a proxy without indicating your instructions, your shares will be voted as follows:Adjournment Proposal, stockholders may:

	·	vote in favor of the Adjournment Proposal;
·	FOR election of the nominated directors;
	·	vote against the Adjournment Proposal; or
·	FOR ratification of Baker Tilly Virchow Krause, LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2016;
	·	abstain from voting on the Adjournment Proposal.

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:

	·	“FOR” the Increased Capitalization Charter Amendment proposal; and
	FOR approval of the compensation of our named executive officers; and
	·	a vote to hold future advisory votes on executive compensation every ONE YEAR. “FOR” the Adjournment Proposal.

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 voting power of the shares of the common stock entitled to vote. A quorum is required for the transaction of business at the annual meeting.Special Meeting. Under Nevada law, an abstaining vote and a "broker non-vote"“broker non-vote” are counted as present and are, therefore, included for purposes of determining whether a quorum of shares is present at the annual meeting.Special Meeting.

3

Table of Contents

What is a "broker non-vote"are “broker votes” and what is its effect on voting?“broker non-votes?”

If youOn 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 held in street namewith 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 doRestated Articles of Incorporation to increase the authorized Class A common stock is not provideconsidered a “routine” matter for stockholder consideration, the organization that holdsbrokers will not have discretionary authority to vote your shares with specific voting instructions, under the rules of various nationalrespect to such matter and regional securities exchanges, the organization that holdsif you do not instruct your shares may generally vote on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you onbank or broker how to vote your shares, no votes will be cast on a non-routine matter, the organization that holds your shares does not have the authority to vote on the matterbehalf with respect to those shares. This is generally referred tosuch matter, which will have the same effect as a "broker non-vote." Proposal No. 2 (ratification of independent registered public accounting firm) involvesvote against the proposal. The failure to submit a matter that we believeproxy, or instruct a broker or other nominee to vote, as the case may be, will be considered routine underhave no effect on the relevant securities exchange rules. The "routine" treatment of this proposal does not affect the seriousness with which we treat it. All other proposals involve matters that we believe will be considered non-routine. 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 Internet? What if I return my proxy card but do not provide voting instructions or complete the 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 organization that holds yourdirections on the proxy.

All shares represented by carefully followingproperly executed proxies, unless previously revoked, will be voted at the instructions provided by such organization.Special Meeting as you direct.

IF YOU SIGN AND RETURN YOUR PROXY CARD BUT GIVE NO DIRECTION OR COMPLETE THE 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.

3

4

Table of Contents

What is requiredHow do I vote if my shares are registered directly in my name?

PROPOSAL 2 — POSSIBLE ADJOURNMENT TO SOLICIT ADDITIONAL PROXIES, IF NECESSARY OR APPROPRIATE

Currently,As discussed elsewhere in this proxy statement, the Company’s stockholders are being asked to vote to approve the adjournment of the Special Meeting, if necessary or appropriate, to obtain additional proxies if there are not sufficient votes to approve the Increased Capitalization Charter Amendment at the time of the Special Meeting.

If this proposal is approved, the Special Meeting could be adjourned to any date. If the Special Meeting is adjourned, stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use. If you sign and return a proxy and do not indicate how you wish to vote on any proposal, or if you indicate that you wish to vote in favor of the Increased Capitalization Charter Amendment but do not indicate a choice on the Adjournment Proposal, your shares of common stock will be voted “FOR” the Adjournment Proposal.

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

The Company does not intend to call a vote on the Adjournment Proposal if the Increased Capitalization Charter Amendment considered at the Special Meeting has been approved at the Special Meeting.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADJOURNMENT PROPOSAL.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information known to us with respect to the beneficial ownership of our common stock as of August 8, 2019, for: (i) each person known by us to beneficially own more than 5% of our voting securities, (ii) each named executive officer, (iii) each of our directors, and (iv) all of our current executive officers and directors as a group. The address of each of the Company consist of Mr. Ehrlich as the Company's Chief Executive Officer and Chief Financial Officer and Dr. Menon as the Company's President, Chief Scientific Officer and Chairman of the Board. Information about each of Mr. Ehrlich and Dr. Menon ispersons set forth above under "Nominees for Election."

CORPORATE GOVERNANCE

Our current corporate governance practices and policies are designed to promote stockholder value. We are committed to the highest standardsbelow is in care of corporate ethics and diligent compliance with financial accounting and reporting rules. Our Board provides independent leadership in the exercise of its responsibilities. Our management oversees a system of internal controls and compliance with corporate policies and applicable laws and regulations, and our employees operate in a climate of responsibility, candor and integrity.

Corporate Governance Guidelines

We and our Board are committed to high standards of corporate governance as an important component in building and maintaining stockholder value. To this end, we have adopted corporate governance policies and practices to promote the effective functioning of the Board and its committees and to set forth a common set of expectations as to how the Board should manage its affairs and perform its responsibilities. We also closely monitor guidance issued or proposed by the SEC and the provisions of the Sarbanes-Oxley Act, as well as the emerging best practices of other companies. The current corporate governance guidelines are available on the Company's website at www.cellceutix com. Printed copies of our corporate governance guidelines may be obtained, without charge, by contacting the Corporate Secretary, Cellceutix Corporation,Innovation Pharmaceuticals Inc., 100 Cummings Center, Suite 151-B, Beverly, Massachusetts 01915.

* Denotes less than 1%.

9

(1) “Beneficial owner” means having or sharing, directly or indirectly (i) voting power, which includes the power to vote or to direct the voting, or (ii) investment power, which includes the power to dispose or to direct the disposition, of shares of the common stock of an issuer. The definition of beneficial ownership includes shares underlying options or warrants to purchase common stock, or other securities or convertible debt convertible into common stock, that are exercisable or convertible or that will become exercisable or convertible within 60 days. Unless otherwise indicated, the beneficial owner has sole voting and investment power. For each stockholder, the calculation of percentage of beneficial ownership is based upon 205,620,200 shares of Class A common stock and 909,090 shares of Class B common stock outstanding as of August 8, 2019, and shares of common stock subject to options, warrants and/or conversion rights held by the stockholder that are currently exercisable or are exercisable within 60 days of August 8, 2019, which are deemed to be outstanding and to be beneficially owned by the stockholder holding such options, warrants or conversion rights. The percentage ownership of any stockholder is determined by assuming that the stockholder has exercised all options, warrants and conversion rights to obtain additional securities and that no other stockholder has exercised such rights.

(2) Percentage total voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, voting together as a single class. Each holder of Class B common stock is entitled to ten votes per share of Class B common stock, and each holder of Class A common stock is entitled to one vote per share of Class A common stock on all matters submitted to our stockholders for a vote. The BoardClass A common stock and CommitteesClass B common stock vote together as a single class on all matters submitted to a vote of our stockholders, except as may otherwise be required by law. The Class B common stock is convertible at any time by the Boardholder into shares of Class A common stock on a share-for-share basis.

The Company is governed(3) Includes (i) 7,335,002 shares of Class A common stock held directly by the Board,Mr. Ehrlich, (ii) 2,752,310 shares of Class A common stock held by Mr. Ehrlich’s spouse, (iii) 4,072,100 shares of Class A common stock into which currently consists of five members: Mr. Leo Ehrlich, Dr. Krishna Menon, Dr. Barry Schechter, Dr. Zorik Spektora convertible loan and Mr. Mark R. Tobin. The Board has established three committees: the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. Each of the Audit Committee, Compensation Committee and Nominating and Governance Committee is comprised entirely of independent directors. The Board met 13 timesaccrued interest in the year ended June 30, 2015, which we refer to as fiscal 2015. The Board has adopted written charters for eachamount of its committees which are available on the Company's website at www.cellceutix com. A copy of the Company's corporate governance guidelines is also available on the Company's website. Printed copies of these charters$2.0 million may be obtained, without charge,converted at $0.50 per share, (iv) vested options to purchase 2,000,000 shares of Class A common stock granted to Mr. Ehrlich under the 2010 Equity Incentive Plan, (v) 909,090 shares of Class B common stock held directly by contactingMr. Ehrlich, and (vi) vested options to purchase 17,090,910 shares of Class B common stock granted to Mr. Ehrlich under the Corporate Secretary, Cellceutix Corporation, 100 Cummings Center, Suite 151-B, Beverly, Massachusetts 01915.2010 Equity Incentive Plan. Each director attended at least 75%share of all meetings of the Board of DirectorsClass A common stock carries one vote and each committeeshare of Class B common stock carries ten votes on which he served during fiscal 2015. All directors are encouraged to attendall matters before the Company's annual meetingsCompany’s stockholders. Class B common stock is convertible into shares of stockholders, either in person or remotely, absent an unavoidable and irreconcilable confilict.

Governance Structure

The Company has chosen to separateClass A common stock at the roles of the Chairman of the Board and the Chief Executive Officer, though our current Chairman, Dr. Krishna Menon, is a member of the Company's executive management. We have chosen to implement such a governance structure to allow our Chief Executive Officer the ability to focus the majority of his time and efforts on the day to day operations of the Company.

We encourage our stockholders to learn more about our Company's governance practices at our website, www.cellceutix.com.

The Board's Role in Risk Oversight

The Board has the responsibility to verify that the assets of the Company are properly safeguarded, that the appropriate financial and other controls are maintained, and that the Company's business is conducted wisely and in compliance with applicable laws and regulations and proper governance. Included in these responsibilities is the Board's oversight of the various risks facing the Company. In this regard, the Board seeks to understand and oversee critical business risks. The Board does not view risk in isolation. Risks are considered in virtually every business decision and as part of the Company's business strategy. The Board recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful and appropriate risk-taking is essential for the Company to be competitive on a global basis and to achieve its objectives.

While the Board oversees risk management, Company management is charged with managing risk. The Company has robust internal processes to identify and manage risks and to communicate with the Board. The Board and the Audit Committee monitor and evaluate the effectiveness of the internal controls and the risk management program at least annually. Management communicates routinely with the Board, Board committees and individual directors on the significant risks identified and how they are being managed. Directors are free to communicate directly with senior management.

10

The Board implements its risk oversight function both as a whole and through committees. Much of the work is delegated to various committees, which meet or will meet regularly and report back to the full Board. All committees play or are anticipated to play significant roles in carrying out the risk oversight function. In particular:

	·	The Audit Committee oversees risks related to the Company's financial statements, the financial reporting process, accounting and legal matters. The Audit Committee oversees the internal audit function and the Company's ethics programs, including our Code of Ethics. The Audit Committee members meet separately with representatives of the independent auditing firm.
	·	The newly-formed Compensation Committee is anticipated to evaluate the risks and rewards associated with the Company's compensation philosophy and programs. The Compensation Committee will review and approve compensation programs with features that mitigate risk without diminishing the incentive nature of the compensation. Management will discuss with the Compensation Committee the procedures that have been put in place to identify and mitigate potential risks in compensation.

Independent Directors

In considering and making decisions as to the independence of each of the directors of the Company, the Board considered transactions and relationships between the Company (and its subsidiaries) and each director (and each member of such director's immediate family and any entity with which the director or family member has an affiliation such that the director or family member may have a material indirect interest in a transaction or relationship with such entity). The Board has determined that the following members of the Board are independent as defined in applicable SEC and NASDAQ rules and regulations, and that each constitutes an "Independent Director" as defined in NASDAQ Listing Rule 5605, and that such members constitute a majority of the entire Board: Dr. Barry Schechter, Dr. Zorik Spektor and Mr. Mark R. Tobin.

Audit Committee

The Audit Committee consists of Dr. Barry Schechter, Dr. Zorik Spektor and Mr. Mark R. Tobin, each of whom is "independent" as that term is defined under the NASDAQ Listing Rules. The Audit Committee oversees our accounting and financial reporting processes and the audits of our financial statements. Mr. Tobin serves as Chairman of the Audit Committee and is an "audit committee financial expert" as that term is defined by the applicable SEC rules. The Audit Committee is responsible for, among other things:

	·	selecting our independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by our independent auditors;
	·	reviewing with our independent auditors any audit problems or difficulties and management's response;
	·	reviewing and approving all proposed related-party transactions, as defined in Item 404 of Regulation S- K;
	·	discussing the annual audited financial statements with management and our independent auditors;
	·	reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of significant internal control deficiencies;
	·	annually reviewing and reassessing the adequacy of our Audit Committee charter;
	·	meeting separately and periodically with management and our internal and independent auditors;
	·	reporting regularly to the full Board; and
	·	such other matters that are specifically delegated to our Audit Committee by our Board from time to time.

Because the Audit Committee was formed after the end of fiscal 2015, the Audit Committee did not hold any meetings during fiscal 2015.

holder’s election.

11

Table of Contents

Compensation Committee(4) Includes 1,544,597 shares of Class A common stock issuable upon the exercise of stock options that are currently exercisable or are exercisable within 60 days of August 8, 2019.

The Compensation Committee consists of Dr. Barry Schechter, Dr. Zorik Spektor and Mr. Mark R. Tobin,(5) For each of whom is "independent" asMessrs. Schechter and Spektor, includes 19,665 shares of Class A common stock issuable upon the exercise of stock options that term is defined under the NASDAQ Listing Rules. Dr. Schechter serves as Chairmanare currently exercisable or are exercisable within 60 days of the Compensation Committee. The Compensation Committee assists the Board in reviewing and approving the compensation structure of our directors and executive officers, including all forms of compensation to be provided to our directors and executive officers. Our Chief Executive Officer and Chief Financial Officer may not be present at any committee meeting during which his compensation is deliberated. The Compensation Committee is responsible for, among other things:August 8, 2019.

	·	approving and overseeing the compensation package for our executive officers;
	·	reviewing and making recommendations to the Board with respect to the compensation of our directors;
	·	reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating the performance of our Chief Executive Officer in light of those goals and objectives, and setting the compensation level of our Chief Executive Officer based on this evaluation; and
	·	reviewing periodically and making recommendations to the Board regarding any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans.

(6) Includes 345,974 shares of Class A common stock issuable upon the exercise of stock options that are currently exercisable or are exercisable within 60 days of August 8, 2019.

Under its charter,(7) Includes 26,002,001 shares of Class A common stock and 17,090,910 shares of Class B common stock issuable upon the Compensation Committee has sole authority to retain and terminate outside counsel, compensation consultants for the purposeexercise of assisting the Compensation Committee in determining the compensation of the Chief Executive Officer or senior executive officers,stock options, warrants or other expertsconversion rights, or consultants,in the case of Class A common stock, upon the conversion of Class B common stock, in each case as it deems appropriate and including sole authority to approve such parties' fees and other retention terms. The Compensation Committee may also form and delegate authority to subcommittees and may delegate authority to onethat are currently exercisable or more designated membersare exercisable within 60 days of the Compensation Committee. The Compensation Committee may from time to time seek recommendations from the executive officers of the Company regarding matters under the purview of the Compensation Committee, though the authority to act on such recommendations rests solely with the Compensation Committee.August 8, 2019.

Because(8) Consists of 15,043,286 shares of Class A common stock held by the Compensation Committee was formed after the end of fiscal 2015, the Compensation Committee did not hold any meetings during fiscal 2015.Menon Family Trust, for which Dr. Menon serves as trustee.

Nominating and Governance CommitteeFUTURE STOCKHOLDER PROPOSALS

Our Nominating and Governance Committee consists of Dr. Barry Schechter, Dr. Zorik Spektor and Mr. Mark R. Tobin, each of whom is "independent" as that term is defined under the NASDAQ Listing Rules. Dr. Spektor serves as Chairman of the Nominating and Governance Committee. The Nominating and Governance Committee assists the Board of Directors in identifying individuals qualified to become our directors and in determining the composition of the Board and its committees. The Nominating and Governance Committee is responsible for, among other things:

	·	identifying and recommending to the Board nominees for election or re-election to the Board, or for appointment to fill any vacancy;
	·	reviewing annually with the Board the current composition of the Board in light of the characteristics of independence, age, skills, experience and availability of service to us;
	·	identifying and recommending to the Board the directors to serve as members of the Board's committees; and
	·	monitoring compliance with our Code of Ethics.

12

The Nominating and Governance Committee also oversees all aspects of the Company's corporate governance functions on behalf of the Board and make recommendations to the Board regarding corporate governance issues.

Because the Nominating and Governance Committee was formed after the end of fiscal 2015, the Nominating and Governance Committee did not hold any meetings during fiscal 2015.

Qualifications for Directors

Directors are responsible for overseeing the Company's business consistent with their fiduciary duty to stockholders. This significant responsibility requires highly-skilled individuals with various qualities, attributes and professional experience. The Board believes that there are general requirements for service on the Board that are applicable to all directors and that there are other skills and experience that should be represented on the Board as a whole but not necessarily by each director. The Board and the Nominating and Governance Committee of the Board consider the qualifications of directors and director candidates individually and in the broader context of the Board's overall composition and the Company's current and future needs.

In its assessment of each potential candidate, including those recommended by stockholders, the Nominating and Governance Committee considers the nominee's judgment, integrity, experience, independence, understanding of the Company's business or other related industries and such other factors the Nominating and Governance Committee determines are pertinent in light of the current needs of the Board. The Nominating and Governance Committee also takes into account the ability of a director to devote the time and effort necessary to fulfill his or her responsibilities to the Company.

The Board of Directors has not yet determined the date on which the next annual meeting of the Company’s stockholders (an “Annual Meeting”) will be held. Stockholders may submit proposals on matters appropriate for stockholder action at an Annual Meetings in accordance with the rules and regulations adopted by the NominatingSEC. Any proposal which an eligible stockholder desires to have included in our proxy statement and Governance Committee require that each directorpresented at the next Annual Meeting will be included in our proxy statement and related proxy card if it is received by us a recognized personreasonable time before we begin to print and send our proxy materials and if it complies with SEC rules regarding inclusion of high integrity with a proven record of successproposals in his or her field.proxy statements. In additionorder to avoid controversy as to the qualifications required of all directors, the Board assesses intangible qualities including the individual's ability to ask difficult questions and, simultaneously, to work collegially.

The Board does not havedate on which we receive a specific diversity policy, but considers diversity of race, ethnicity, gender, age, cultural background and professional experiences in evaluating candidates for Board membership. Diversityproposal, it is important because a variety of points of view contribute to a more effective decision-making process.

Stockholder Nominations

The Nominating and Governance Committee does not have a specific policy with regard to the consideration of candidates recommended by stockholders; howeversuggested that any nominees proposed by our stockholders will be considered on the same basis as nominees proposed by the Board. If you or another stockholder wantswho wishes to submit a candidate for considerationproposal submit such proposal by certified mail, return receipt requested.

Other deadlines apply to the Board, you may submit your proposalsubmission of stockholder proposals for the next Annual Meeting that are not required to be included in our Corporate Secretary:

	·	by sending a written request by mail to:
		Cellceutix Corporation
		100 Cummings Center, Suite 151-B
		Beverly, Massachusetts 01915
		Attention: Corporate Secretary

·

by calling our Corporate Secretary, at (978) 921-4125.

13

Codeproxy statement under SEC rules. With respect to these stockholder proposals for the next Annual Meeting, a stockholder’s notice must be received by us not more than ten calendar days following the day on which public announcement of Ethics

the date of such Annual Meeting is first made by the Company. The Board has adopted a Codeform of Ethics that applies to the Company's directors, officers and employees. A copy of this policy is available via our website at www.cellceutix com. Printed copies of our Code of Ethics may be obtained, without charge,proxy distributed by contacting the Corporate Secretary, Cellceutix Corporation, 100 Cummings Center, Suite 151-B, Beverly, Massachusetts 01915. During the fiscal year ended June 30, 2015, there were no waivers of our Code of Ethics.

Stockholder Communication with the Board of Directors for such meeting will confer discretionary authority to vote on any such proposal not received by such date. If any such proposal is received by such date, the proxy statement for the Annual Meeting will provide advice on the nature of the matter and how we intend to exercise our discretion to vote on each such matter if it is presented at that meeting.

STOCKHOLDER COMMUNICATION WITH THE BOARD OF DIRECTORS

Stockholders may communicate with the Board, including non-management directors, by sending a letter to our Board, c/o Corporate Secretary, Cellceutix Corporation,Innovation Pharmaceuticals Inc., 100 Cummings Center, Suite 151-B, Beverly, Massachusetts 01915 for submission to the Board or committee or to any specific director to whom the correspondence is directed. Stockholders communicating through this means should include with the correspondence evidence, such as documentation from a brokerage firm, that the sender is a current record or beneficial stockholder of the Company. All communications received as set forth above will be opened by the Corporate Secretary or his designee for the sole purpose of determining whether the contents contain a message to one or more of our directors. Any contents that are not advertising materials, promotions of a product or service, patently offensive materials or matters deemed, using reasonable judgment, inappropriate for the Board will be forwarded promptly to the Chairman of the Board, the appropriate committee or the specific director, as applicable.

Changes in Control

There are no arrangements known to us, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of the Company.

Related Party Transactions

The Audit Committee's charter requires it to approve or ratify certain transactions involving the Company and "related persons," as defined under the relevant SEC rules. Any transaction with a related person, other than transactions available to all employees generally or involving aggregate amounts of less than $120,000, must be approved or ratified by the Audit Committee. The policy applies to all executive officers, directors and their family members and entities in which any of these individuals has a substantial ownership interest or control. None of such related persons has been involved in any transactions with us since the beginning of fiscal 2015 which are required to be disclosed pursuant to Item 404 of SEC Regulation S-K. For information about transactions with related persons that were entered into before fiscal 2015, see notes 10 and 11 to the Company's financial statements appearing in the Company's Annual Report on Form 10-K.

14

12

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under U.S. securities laws, directors, executive officers and persons beneficially owning more than 10% of our common stock must report their initial ownership of the common stock, and any changes in that ownership, to the SEC. The SEC has designated specific due dates for these reports. Based solely on our review of copies of such reports filed with the SEC and written representations of our directors and executive officers, we believe that all persons subject to reporting filed the required reports on time in fiscal 2015, other than a Form 3 for each of Dr. Schechter, Dr. Spektor and Mr. Tobin, each of which was due within 10 days of their respective dates of joining the Board (that is, by October 11, 2014 for Dr. Schechter and by May 4, 2015 for each of Dr. Spektor and Mr. Tobin) and each of which is anticipated to be filed on or about the date of this proxy statement.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee has reviewed and discussed the audited financial statements of the Company for the fiscal year ended June 30, 2015, and the Company's reporting processes, including internal control over financial reporting, with the Company's management. The Audit Committee has discussed with Baker Tilly Virchow Krause, LLP, the Company's independent registered public accountants for fiscal 2015, the matters required to be discussed by the applicable Public Company Accounting Oversight Board standards. The Audit Committee has also received the written disclosures and the letter from Baker Tilly Virchow Krause, LLP required by the applicable requirements of the Public Company Accounting Oversight Board regarding its communications with the Company's Audit Committee concerning independence and the Audit Committee has discussed the independence of Baker Tilly Virchow Krause, LLP with the Company.

Based on the review and discussions with the Company's auditors and our management, the Audit Committee recommended to the Board of Directors (and the Board of Directors has approved) that the audited financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2015, for filing with the SEC.

This Report has been submitted by the following independent directors, who comprise the Audit Committee of the Board of Directors:

Mark R. Tobin, Chairman

Barry Schechter 

Zorik Spektor

15

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information known to us with respect to the beneficial ownership of our common stock as of June 30, 2015, for: (i) each person known by us to beneficially own more than 5% of our voting securities, (ii) each named executive officer, (iii) each of our directors and nominees, and (iv) all of our current executive officers and directors as a group. Unless otherwise specified, the address of each of the persons set forth below is in care of Cellceutix Corporation, 100 Cummings Center, Suite 151-B, Beverly, Massachusetts 01915.

Name and Address of Beneficial Owner(1)		Amount and Nature of Beneficial Ownership (1) (2)				Percent of Common Stock(3)
Officers and Directors
Leo Ehrlich (4)			35,528,130				25.0	%
Krishna Menon (3)			39,048,286				28.8	%
Barry Schechter			285,000			*
Zorik Spektor			25,000			*
Mark R. Tobin			—				—
All Current Directors and Executive Officers as a Group (5 persons) (5)			74,886,416				46.8	%
5% Stockholders
Wayne & Mary Aruda (6)			8,000,000				6.8	%

___________ 

* Denotes less than 1% of the outstanding shares of common stock.

(1)	"Beneficial owner" means having or sharing, directly or indirectly (i) voting power, which includes the power to vote or to direct the voting, or (ii) investment power, which includes the power to dispose or to direct the disposition,Table of shares of the common stock of an issuer. The definition of beneficial ownership includes shares underlying options or warrants to purchase common stock, or other securities convertible into common stock, that are exercisable or convertible or that will become exercisable or convertible within 60 days. Unless otherwise indicated, the beneficial owner has sole voting and investment power.
(2)	For each stockholder, the calculation of percentage of beneficial ownership is based upon 117,763,508 shares of common stock outstanding as of June 30, 2015, and shares of common stock subject to options, warrants and/or conversion rights held by the stockholder that are currently exercisable or were exercisable within 60 days of June 30, 2015, which are deemed to be outstanding and to be beneficially owned by the stockholder holding such options, warrants, or conversion rights. The percentage ownership of any stockholder is determined by assuming that the stockholder has exercised all options, warrants and conversion rights to obtain additional securities and that no other stockholder has exercised such rights.
(3)	Includes (i) 21,048,286 shares of Class A common stock held by the Menon Family Trust, for which Dr. Menon serves as trustee, and (ii) vested options to purchase 18,000,000 shares of Class B common stock granted to Dr. Menon under the 2010 Equity Inventive Plan. Each share of Class A common stock carries one vote and each share of Class B common stock carries ten votes on all matters before the Company's stockholders. Class B common stock is convertible into shares of Class A common stock at the holder's election.
(4)	Includes (i) 8,585,002 shares of Class A common stock held directly by Mr. Ehrlich, (ii) 2,752,310 shares of Class A common stock held by Mr. Ehrlich's spouse, (iii) 4,190,818 shares of Class A common stock into which a convertible loan in the amount of $2,022,527 and accrued interest $72,882 may be converted at $0.50 per share, (iv) vested options to purchase 2,000,000 shares of Class A common stock granted to Mr. Ehrlich under the 2010 Equity Incentive Plan and (v) vested options to purchase 18,000,000 shares of Class B common stock granted to Mr. Ehrlich under the 2010 Equity Incentive Plan. Each share of Class A common stock carries one vote and each share of Class B common stock carries ten votes on all matters before the Company's stockholders. Class B common stock is convertible into shares of Class A common stock at the holder's election.
(5)	Includes 74,576,416 shares of Common Stock directly and indirectly owned by the current executive officers and directors as a group, and such persons' family members (see note 4), convertible loans (see note 4), and vested options (see notes 3 and 4).
(6)	As reported by Wayne and Mary Aruda on a Form 13G/A filed with the SEC on February 5, 2015. As of December 31, 2014, Wayne and Mary Aruda had joint dispositive and voting power over 8,000,000 shares of common stock. The address of Wayne and Mary Aruda is 81 Salem Street, Wilmington, Massachusetts 01877.

16

PROPOSAL NO. 2

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Audit Committee has selected Baker Tilly Virchow Krause, LLP ("Baker Tilly") to serve as the independent registered public accounting firm of the Company for the fiscal year ending June 30, 2016.

We are asking our stockholders to ratify the selection of Baker Tilly Virchow Krause, LLP as our independent registered public accounting firm. Although ratification is not required by our bylaws or otherwise, the Board is submitting the selection of Baker Tilly Virchow Krause, LLP to our stockholders for ratification as a matter of good corporate practice. In the event our stockholders fail to ratify the appointment, the Audit Committee may reconsider this appointment.

The Company has been advised by Baker Tilly Virchow Krause, LLP that neither the firm nor any of its associates had any relationship with the Company other than the usual relationship that exists between independent registered public accountant firms and their clients during the last fiscal year. Representatives of Baker Tilly Virchow Krause, LLP will be available via teleconference during the annual meeting, at which time they may make any statement they consider appropriate and will respond to appropriate questions raised at the annual meeting.

Independent Registered Public Accounting Firm's Fees

The following table sets forth the aggregate fees for professional audit services rendered by Baker Tilly Virchow Krause, LLP for the audit of the Company's annual financial statements for the fiscal 2015 and 2014, and fees billed for other services provided by Baker Tilly Virchow Krause, LLP in fiscal 2015 and 2014. The Board of Directors has approved all of the following fees.

		Fiscal Year Ended
(Rounded to nearest thousand)		2015				2014
Audit Fees		$	107,000			$	110,000
Audit related Fees			—				—
Tax Fees			—				—
All Other Fees			12,000				—
Total Fees		$	119,000			$	110,000

Audit Related Fees consist of the aggregate fees billed for professional services rendered for assurance and related services that were reasonably related to the performance of the audit or review of financial statements and were not otherwise included in Audit Fees.

Tax Fees consist of the aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning. Included in such Tax Fees are fees for preparation of tax returns and consultancy and advice on other tax planning matters.

All Other Fees consist of the aggregate fees billed for products and services provided by Baker Tilly Virchow Krause, LLP and not otherwise included in Audit Fees, Audit Related Fees or Tax Fees. Included in such Other Fees were fees for services rendered by Baker Tilly Virchow Krause, LLP in connection with review of Form S-3 registration statements and Forms 8-K during such periods.

Our Audit Committee has considered whether the provision of the non-audit services described above is compatible with maintaining auditor independence and determined that such services are appropriate. Before auditors are engaged to provide us audit or non-audit services, such engagement is, without exception, required to be approved by the Audit Committee of our Board.

Pre-Approval Policies and Procedures

Under the Sarbanes-Oxley Act of 2002, all audit and non-audit services performed by our auditors must be approved in advance by our Board to assure that such services do not impair the auditors' independence from us. In accordance with its policies and procedures, our Board pre-approved the service performed by the Company's independent registered public account firm, Baker Tilly Virchow Krause, LLP, for our consolidated financial statements as of and for the year ended June 30, 2015.

The Board recommends a vote FOR ratification of the selection of Baker Tilly Virchow Krause, LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2016.

18

PROPOSAL NO. 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, enables our stockholders to vote to approve, on an advisory (nonbinding) basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC's rules.

Our executive compensation programs are designed to attract, motivate, and retain our named executive officers, who are critical to our success. Under these programs, our named executive officers are rewarded for the achievement of specific annual, long-term and strategic goals, business unit goals, corporate goals and the realization of increased stockholder value.

We are asking our stockholders to indicate their support for our named executive officer compensation as described in this proxy statement. This proposal, commonly known as a "say-on-pay" proposal, gives our stockholders the opportunity to express their views on our named executive officers' compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we will ask our stockholders to vote for the approval of the compensation of the named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission.

The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or our Board. Our Board and our Compensation Committee value the opinions of our stockholders and to the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, they will consider our stockholders' concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

The Board recommends a vote FOR the approval of the compensation of our named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview of Compensation Program

Our Board of Directors has historically been responsible for establishing and implementing our compensation programs. The Board of Directors has sought to ensure that the total compensation paid to our executive officers is fair, reasonable and competitive. This Compensation Discussion and Analysis ("CD&A") provides information about our compensation objectives and policies for our named executive officers, who are identified in the Summary Compensation Table below, and is intended to place in perspective the information contained in the executive compensation tables that follow this discussion. This CD&A provides a general description of our compensation programs and specific information about its various components.

Compensation Philosophy and Objectives

We believe our success depends on the continued contributions of our named executive officers. While we have not historically maintained a formal compensation philosophy, our executive compensation programs are designed for the purpose of attracting, motivating and retaining experienced and qualified executive officers with compensation that recognizes individual merit and overall business results. Our compensation programs are also intended to support the attainment of our strategic objectives by tying the interests of our named executive officers to those of our stockholders, although the significant beneficial ownership of the Company's securities by Mr. Leo Ehrlich, the Company's Chief Executive Officer and Chief Financial Officer, and Dr. Krishna Menon, President and Chief Scientific Officer, has generally served to align the interests of such officers with the interests of the Company's stockholders.

Role of the Board of Directors; Employment Agreements

As the Compensation Committee of the Board was formed in October 2015, the Company did not have a compensation committee during fiscal 2015, and all compensation decisions with respect to our named executive officers discussed in this CD&A were made by the Board of Directors. In establishing and implementing our compensation programs, the responsibility of the Board of Directors has historically consisted of reviewing or ratifying employment agreements with our named executive officers. On December 29, 2010, the Company entered into employment agreements with Mr. Ehrlich and Dr. Menon for a period of three years ending on December 31, 2013. On January 1, 2014, the Board approved an extension of the employment agreements with Mr. Ehrlich and Dr. Menon for a one-year period with a 10% increase in salary from the previous annual salary of $423,500 each, to an annual salary of $465,850, which expired on December 31, 2014. The Company anticipates entering into new employment agreements with each of Mr. Ehrlich and Dr. Menon, subject to Compensation Committee approval. Until new employments are agreed to, we will continue salaries at the existing rate per annum.

The stockholders of the Company approved the Company's 2010 Equity Incentive Plan, of which the Board of Directors has been the administrator. The Board has historically selected the recipients of equity grants and determined the terms and type of such grants. The Compensation Committee will assume the role of administrator of the Company's equity incentive plans going forward.

Role of Compensation Consultants

During fiscal 2015, the Company did not retain the services of a compensation consultant or conduct benchmarking or specific market review of our compensation levels or practices. Instead, our compensation levels and practices were established by the Board of Directors.

Other Highlights of Our Compensation Program

We periodically review best practices in the area of executive compensation to ensure that our compensation policies and practices reflect those that we believe are appropriate for our Company, and we continue to refine such policies and practices. We anticipate that the newly-formed Compensation Committee will be involved in structuring the Company's compensation programs going forward.

Report of the Compensation Committee

The Compensation Committee of the Board of Directors has reviewed and discussed with management the foregoing Compensation Discussion and Analysis. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in the Company's Annual Report on Form 10-K for fiscal 2015, and the Board of Directors has approved that recommendation.

This Report has been submitted by the following independent directors, who comprise the Compensation Committee of the Board of Directors:

Barry Schechter, Chairman

Zorik Spektor

Mark R. Tobin

Summary Compensation Table

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to our Chief Executive Officer and Chief Financial Officer, our President and Chief Scientific Officer, and our former Chief Operations Officer, whom we collectively refer to as our named executive officers, for services rendered in all capacities during the noted periods.

Name and Principal Position		Year		Salary				Bonus				Option Awards				All Other Compensation				Total
Krishna Menon		2015		$	465,850			$	250,000			$	—			$	—			$	715,850
President and Chief Scientific Officer		2014		$	444,675			$	—			$	—			$	—			$	444,675
		2013		$	404,250			$	—			$	—			$	—			$	404,250
Leo Ehrlich		2015		$	465,850			$	250,000			$	—			$	—			$	715,850
Chief Executive and Financial Officer		2014		$	444,675			$	—			$	—			$	—			$	444,675
		2013		$	404,250			$	—			$	—			$	—			$	404,250
William J Alexander (1)
Former Chief Operations Officer		2015		$	210,898			$	—			$	83,245			$	146,500			$	440,643

(1)

On October 20, 2014, Dr. William J. Alexander was appointed to serve as Chief Operations Officer and as a Director of the Company. Upon such appointments and as an inducement grant, Dr. Alexander received 50,000 shares of the Company's common stock, par value $0.0001 per share, with a grant date fair value of $146,500, and 50,000 stock options scheduled to vest during the 12 month period following his appointment, plus 25,000 stock options as a year-end bonus, with a grant date fair value of $83,245. Dr. Alexander resigned from the Company on August 3, 2015.

20

Outstanding Equity Awards at Fiscal Year End

The following table sets forth all outstanding equity awards held by our named executive officers as of June 30, 2015.

Name			Number of securities underlying unexercised options (#) exercisable				Number of securities underlying unexercised options (#) unexercisable				Equity incentive plan awards: number of securities underlying unexercised unearned options (#)				Option exercise price ($)				Option expiration date
Krishna Menon				18,000,000				—				—			$	0.11			12/29/2020
Leo Ehrlich				18,000,000				—				—			$	0.11			12/29/2020
				2,000,000				—				—			$	0.51			5/8/2022
William J Alexander				—			25,000					—			$	2.93			7/27/2018
				—				25,000				—			$	2.93			10/27/2018
				25,000				—				—			$	4.71			12/26/2017

Director Compensation

The following table sets forth certain information concerning the compensation paid to our directors for services rendered to us during the fiscal year ended June 30, 2015. Neither Mr. Menon nor Mr. Ehrlich was compensated for their service as directors in 2015.

Name		Fees Earned or Paid in Cash ($)			Total ($)
Dr. Barry Schechter		$	6,250		$	6,250
Dr. Zorik Spektor		$	6,250		$	6,250
Mr. Mark R. Tobin		$	6,250		$	6,250

Narrative to Director Compensation Table

Each of our independent directors has entered into agreements with the Company, pursuant to which each director will receive quarterly cash fees in the amount of $6,250, in addition to 20,000 shares of restricted stock upon the successful listing of the Company's common stock on the NASDAQ Capital Market and options with a five-year term and a Black-Scholes value of $20,000 on the date of issuance, which options have not yet been issued. Our inside directors do not receive any additional compensation for the services they provide to us as directors. Directors are reimbursed for out-of-pocket expenses incurred as a result of their participation on our Board and committees.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth certain information about the securities authorized for issuance under our 2010 Equity Incentive Plan as of June 30, 2015.

Plan Category		Number of shares issuable under outstanding options, warrants and rights (a)				Weighted average exercise price of outstanding options, warrants and rights (b)				Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) (c)
Equity compensation plans approved by security holders(1)		38,762,500				$	0.15			4,007,500
Equity compensation plans not approved by security holders			—				—				—
Total			38,762,500			$	0.15				4,007,500

________________ 

(1) Consists of the Company's 2010 Equity Inventive Plan.

22

PROPOSAL NO. 4

ADVISORY VOTE ON THE FREQUENCY OF

FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

Section 14A of the Securities Exchange Act of 1934 requires that we provide our stockholders with the opportunity to vote on a non-binding advisory resolution to determine whether the advisory votes on executive compensation will occur every one, two or three years. This non-binding, advisory vote must be submitted to stockholders at least once every six years.

You have four choices for voting on the following resolution. You can choose whether future advisory votes on executive compensation should be conducted every "ONE YEAR," "TWO YEARS" or "THREE YEARS." You may also "ABSTAIN" from voting. The frequency that receives the greatest number of votes cast by stockholders on this matter at the meeting will be considered the advisory vote of our stockholders.

After careful consideration of the various arguments supporting each frequency level, the Board of Directors has determined that an annual advisory vote on executive compensation is appropriate for the Company and its stockholders at this time. The Board believes that annual advisory votes on executive compensation should help provide management and the Compensation Committee with closer to real-time and more direct feedback on the Company's current compensation practices.

Stockholders are not voting to approve or disapprove the Board of Directors' recommendation. Instead, stockholders may indicate their preference regarding the frequency of future advisory votes on the compensation of our named executive officers by selecting one year, two years or three years. Stockholders that do not have a preference regarding the frequency of future advisory votes should abstain from voting on the proposal. For the reasons discussed above, we are asking our stockholders to vote for the future of frequency advisory votes on the compensation for our named executive officers to occur every year.

Your vote on this proposal is advisory, and therefore not binding on the Company, the Board of Directors or the Compensation Committee, and will not be interpreted as overruling a decision by, or creating or implying any additional fiduciary duty for, the Board or the Compensation Committee. Nevertheless, our Board of Directors and Compensation Committee value the opinions of our stockholders and will take into account the outcome of this vote when making future decisions regarding the frequency of holding future advisory votes on executive compensation.

The Board recommends a vote to hold future advisory votes on executive compensation every ONE YEAR.

23

STOCKHOLDER PROPOSALS FOR THE 2016 ANNUAL MEETING

Stockholder proposals intended to be presented at the 2016 Annual Meeting of Stockholders and to be included in the Company's proxy materials for the 2016 Annual Meeting of Stockholders must be received by the Company at 100 Cummings Center, Suite 151-B, Beverly, Massachusetts 01915, by July 2, 2016, if such proposals are to be considered timely and included in the proxy materials. The inclusion of any stockholder proposal in the proxy materials for the 2016 Annual Meeting of Stockholders will be subject to applicable rules of the Securities and Exchange Commission. Stockholders may also present proposals for the 2016 Annual Meeting that are proper subjects for consideration at the Annual Meeting, including the nomination of candidates for director, even if the proposal is not submitted by the deadline for inclusion in the proxy materials. To do so, the proposal must be received not less than 90 but no more than 120 days prior to December 15, 2016 (which is the first anniversary of the 2015 Annual Meeting of Stockholders) and must comply with the requirements set forth in the Company's bylaws. Proxies for the 2016 Annual Meeting of Stockholders will confer discretionary authority to vote with respect to all proposals of which the Company does not receive proper notice by September 15, 2016.

ANNUAL REPORT ON FORM 10-K

We will provide without charge to each person solicited by this proxy statement, on the written request of such person, a copy of our Annual Report on Form 10-K, including the financial statements and financial statement schedules, as filed with the SEC for our most recent fiscal year. Such written requests should be directed to Cellceutix Corporation,Innovation Pharmaceuticals Inc., c/o Corporate Secretary, 100 Cummings Center, Suite 151-B, Beverly, Massachusetts 01915. A copy of our Annual Report on Form 10-K is also made available on our website after it is filed with the SEC.

OTHER MATTERS

As of the date of this proxy statement, the Board has no knowledge of any business which will be presented for consideration at the annual meetingSpecial Meeting other than the election of directors, the ratification of the appointment of the accountants of the Company,Increased Capitalization Charter Amendment and the advisory vote on executive compensation.Adjournment Proposal. Should any other matters be properly presented, it is intended that the enclosed proxy card will be voted in accordance with the best judgment of the persons voting the proxies.

There are no arrangements known to us, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of the Company.

None of our directors or executive officers has any interest, direct or indirect, in the proposals other than interests arising from the ownership of securities where those directors and executive officers receive no extra or special benefit not shared on a pro rata basis by all other holders of our common stock.

Beverly, Massachusetts

October 30, 2015August 13, 2019 

ANNEX A

CERTIFICATE OF AMENDMENT

(PURSUANT TO NRS 78.385 AND 78.390)

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation:

Innovation Pharmaceuticals Inc.

2. The articles have been amended as follows: (provide article numbers, if available)

Section (a) of Article III of the Amended and Restated Articles of Incorporation is amended and restated in its entirety to read as follows:

“(a) Authorized Capital Stock.

The total number of shares of stock that the Corporation shall have authority to issue is 710,000,000, consisting of

(i) 600,000,000 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”);

(ii) 100,000,000 shares of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock” and together with the Class A Common Stock, “Common Stock”)

(iii) 10,000,000 shares of Preferred Stock, par value $0.001 per share (“Preferred Stock”).

The holders of shares of the Class A Common Stock shall not have the right to convert their shares of Class A Common Stock into any other securities.

The holders of shares of the Class B Common Stock at their election shall have the right, at any time or from time to time, to convert any or all of their shares of Class B Common Stock into shares of Class A Common Stock, on a one to one basis, by delivery to the Corporation of the certificates representing such shares of Class B Common Stock duly endorsed for such conversion. Any shares of the Class B Common Stock that are transferred will automatically convert into shares of the Class A Common Stock, on a one to one basis, effective as of the date on which certificates representing such shares are presented for transfer on the books of the Corporation.

VOTING RIGHTS

Subject to the limitations provided by law and subject to any voting rights applicable to shares of the Preferred Stock, the Class A Common Stock and the Class B Common Stock shall have the sole right and power to vote on all matters on which a vote of shareholders is to be taken. In all matters, with respect to actions both by vote and by consent, each holder of shares of the Class A Common Stock shall be entitled to cast one vote in person or by proxy for each share of Class A Common Stock standing in such holder’s name on the transfer books of the Corporation; and each holder of shares of the Class B Common Stock shall be entitled to cast ten votes in person or by proxy for each share of Class B Common Stock standing in such holder’s name on the transfer books of the Corporation. Except as otherwise provided above and subject to the limitations provided by law and subject to any voting rights applicable to shares of the Preferred Stock, the holders of shares of the Class A Common Stock and Class B Common Stock shall vote together as a single class, together with the holders of any shares of the Preferred Stock which are entitled to vote, and not as a separate class.”

A-1

Table of Contents

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is:_________________

4. Effective date and time of filing: (optional) Date:____________ Time:____________

(must not be later than 90 days after the certificate is filed)

5. Signature: (required)

X___________________________

Signature of Officer

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected. 

A-2

Table of Contents

FORM OF PROXY CARD

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: xX

KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

The Board of Directors recommends you vote FOR the following:

01number of authorized shares of the Company’s Class A common stock from 300,000,000 shares to 600,000,000 shares	Leo Ehrlich 02 Krishna Menon 03 Barry Schechter 04 Zorik Spektor 05 Mark R. Tobin
The Board of Directors recommends you vote FOR proposals 2 and 3.			Foro	Againsto	Abstaino
2	To ratify the selection of Baker Tilly Virchow Krause, LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2016.		o	o	o
32.	To approve on an advisory basis, the Company's executive compensation. adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve and adopt the Increased Capitalization Charter Amendment		o	o	o
The Board of Directors recommends you vote 1 YEAR on the following proposal:		1 yearo	2 yearso	3 years	Abstaino
4	To hold an advisory vote on the frequency of future advisory votes on executive compensation.	o	o	o	o

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.
Signature [PLEASE SIGN WITHIN BOX]	Date	Signature [PLEASE SIGN WITHIN BOX]	Date

Important Notice Regarding the Availability of Proxy Materials for the AnnualSpecial Meeting:

The Notice & Proxy Statement Annual Report is/are available at www.proxyvote.com.www.westcoaststocktransfer.com/proxy-innovationpharm

Table of Contents

CELLCEUTIX CORPORATION
	Innovation Pharmaceuticals Inc. AnnualSpecial Meeting of Stockholders December 15, 2015September 19, 2019 10:00 AM This proxy is solicited by the Board of Directors   The stockholders hereby appoint(s) Mr. Leo Ehrlich and Dr. Krishna Menon,Arthur Bertolino, or either of them, as proxies, each with thepower to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on thereverse side of this ballot, all of the shares of common stock of CELLCEUTIX CORPORATIONINNOVATION PHARMACEUTICALS INC. that thestockholder(s) is/are entitled to vote at the AnnualSpecial Meeting of StockholdersStockholders to be held at 10:00 AM, ESTEastern Time on 12/15/2015,September 19, 2019, at 100 Cummings Center, Suite 221-E, Beverly, Massachusetts 01915,the DoubleTree by Hilton Hotel, Wolverine A, located at 4747 28th Street SE, Grand Rapids, Michigan, 49512-1915, and any adjournment orpostponement thereof.   This proxy, when properly executed, will be voted in the manner directed herein. If no such direction ismade, this proxy will be voted in accordance with the Board of Directors'Directors’ recommendations.   Continued and to be signed on reverse side