Inhibikase Therapeutics, Inc.
For the period ended Jun 26, 2026. Filed Apr 30, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 26, 2026 · Filed Apr 30, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Inhibikase Therapeutics, Inc.
(Name of Registrant as Specified In Its Charter)
Not applicable.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |
|---|---|
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
1000 N. West Street, Suite 1200
Wilmington, DE 19801
(302) 295-3800
Dear Fellow Stockholder:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Inhibikase Therapeutics, Inc. (“Inhibikase,” the “Company,” “we” or “us”) to be held at 4:00 p.m., Eastern Time, on Friday, June 26, 2026.
We are very pleased that the Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast, with no physical in-person meeting. You will be able to virtually attend the Annual Meeting online and submit your questions during the meeting by visiting www.proxydocs.com/IKT. You will also be able to vote your shares electronically at the Annual Meeting. You will need the 12-digit control number included in the Notice of Internet Availability of Proxy Materials being mailed to you separately in order to attend the Annual Meeting. You will not be able to attend the Annual Meeting in person.
At the meeting, you will be asked to (i) elect two Class III directors to the Board of Directors of the Company (the “Board of Directors”), each to serve until the Company’s 2029 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal; (ii) ratify the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; (iii) approve an amendment to the Company’s certificate of incorporation to limit the liability of certain officers of the Company as permitted by Delaware law; (iv) approve an amendment to the Company’s 2020 Equity Incentive Plan to increase the authorized number of shares of common stock reserved for issuance by 3,000,000 shares; (v) approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers; (vi) vote, on a non-binding, advisory basis, on the frequency of future non-binding, advisory votes on compensation of the Company’s named executive officers; and (vii) consider and act upon such other matters as may properly come before the meeting or any postponement or adjournment of the meeting.
We look forward to greeting personally those stockholders who are able to attend the meeting online. However, whether or not you plan to join us at the meeting, it is important that your shares be represented. Stockholders of record at the close of business on April 27, 2026 are entitled to notice of and to vote at the meeting. We will be using the “Notice and Access” method of providing proxy materials to you via the Internet. On or about April 30, 2026, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement and our 2025 Annual Report on Form 10-K and vote electronically via the Internet. The Notice also contains instructions on how to receive a printed copy of your proxy materials.
You may vote over the Internet, as well as by telephone or, if you request to receive printed proxy materials, you may also vote by mail pursuant to instructions provided on the proxy card. Please review the instructions for each of your voting options described in the proxy statement, as well as in the Notice you will receive in the mail.
Thank you for your ongoing support of Inhibikase.
Very truly yours,
/s/ Mark Iwicki
Mark IwickiChief Executive Officer
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Inhibikase Therapeutics, Inc. (“Inhibikase” or the “Company”), will be held via live webcast on the Internet on Friday, June 26, 2026 at 4:00 p.m., Eastern Time, for the following purposes:
to elect two Class III directors, Arvind Kush and Dennis Berman, to the Board of Directors, each to serve until the Company’s 2029 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal;
to ratify the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;
to approve an amendment to the Company’s certificate of incorporation to limit the liability of certain officers of the Company as permitted by Delaware law;
to approve an amendment to the Company’s 2020 Equity Incentive Plan to increase the authorized number of shares of common stock reserved for issuance by 3,000,000 shares;
to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers;
to vote, on a non-binding, advisory basis, on the frequency of future non-binding, advisory votes on compensation of the Company’s named executive officers; and
to consider and act upon such other matters as may properly come before the meeting or any postponement or adjournment of the meeting.
These matters are more fully described in the accompanying proxy statement.
Only stockholders of record at the close of business on April 27, 2026 are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. We have decided that the Annual Meeting will be held in a virtual format only, via the Internet, with no physical in-person meeting. Stockholders will have the ability to attend, vote and submit questions before and during the virtual meeting from any location via the Internet by visiting www.proxydocs.com/IKT and entering the 12-digit control number included in the Notice of Internet Availability of Proxy Materials. A link to the Annual Meeting will be emailed to stockholders on the day of the Annual Meeting.
A complete list of these stockholders will be available in electronic form at the Annual Meeting and will be accessible for ten days prior to the Annual Meeting. All stockholders are cordially invited to virtually attend the Annual Meeting. On or about April 30, 2026, the Company will mail to its stockholders the Notice containing instructions on how to access our proxy statement and our 2025 Annual Report on Form 10-K, how to vote electronically via the Internet or vote by telephone, and how to request printed proxy materials.
Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the proxy statement and submit your proxy or voting instructions as soon as possible by Internet, telephone or mail. For specific instructions on how to vote your shares, please refer to the instructions on the Notice you will receive in the mail, the section entitled “About the Annual Meeting” beginning on page 1 of the proxy statement or, if you request to receive printed proxy materials, your enclosed proxy card. Please note that shares held beneficially in street name may be voted by you at the Annual Meeting only if you obtain a legal proxy from the broker, bank, trustee, or other nominee that holds your shares giving you the right to vote the shares.
Very truly yours,
/s/ Mark Iwicki
Mark IwickiChief Executive Officer
Wilmington, Delaware
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders
To Be Held on June 26, 2026
The proxy statement, along with our 2025 Annual Report on Form 10-K, is available free of charge at the following website: www.proxydocs.com/IKT.
Table of Contents
| PROXY STATEMENT | 1 |
|---|---|
| ABOUT THE ANNUAL MEETING | 1 |
| PROPOSAL NO. 1 ELECTION OF CLASS III DIRECTORS | 9 |
| PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 10 |
| PROPOSAL NO. 3 APPROVAL OF AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OFFICERS OF THE COMPANY AS PERMITTED BY DELAWARE LAW | 12 |
| PROPOSAL NO. 4 APPROVAL OF AN AMENDMENT TO THE COMPANY’S 2020 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE BY 3,000,000 SHARES | 15 |
| PROPOSAL NO. 5 NON-BINDING, ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS | 23 |
| PROPOSAL NO. 6 NON-BINDING, ADVISORY VOTE ON THE PREFERRED FREQUENCY OF FUTURE ADVISORY VOTES ON COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS | 24 |
| MANAGEMENT AND CORPORATE GOVERNANCE | 25 |
| EXECUTIVE COMPENSATION | 37 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 51 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 52 |
| AUDIT COMMITTEE REPORT | 56 |
| HOUSEHOLDING OF PROXY MATERIALS | 57 |
| OTHER BUSINESS | 58 |
| STOCKHOLDER PROPOSALS AND NOMINATIONS | 59 |
| APPENDIX A | 61 |
| APPENDIX B | 63 |
1000 n. west street, suite 1200
wilmington, de 19801
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