Anixa Biosciences Inc
For the period ended Jan 28, 2026. Filed Jan 28, 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.
Jan 28, 2026 · Filed Jan 28, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION**
**Washington, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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| ☐ | Definitive Additional Materials |
| ☐ | Solicitation Material Pursuant to Rule 14a-11(c) or rule 14a-12 |
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ANIXA BIOSCIENCES, INC.
3150 Almaden Expressway, Suite 250
San Jose, CA 95118
January 28, 2026
To the Stockholders of Anixa Biosciences, Inc.:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Virtual Meeting”) of Anixa Biosciences, Inc. (the “Company”) to be held on a virtual basis on Tuesday, March 10, 2026 at 10:00 a.m. Pacific Time, for the following purposes:
| 1. | To elect Dr. Amit Kumar, Dr. Arnold Baskies, Emily Gottschalk, and Lewis H. Titterton, Jr. as directors (the “Director Nominees”) to serve on the Company’s Board of Directors (the “Board”) for a one-year term that expires at the 2027 Annual Meeting of Stockholders, or until their successors are elected and qualified; |
| 2. | To approve on a non-binding, advisory basis the compensation of our named executive officers; |
| 3. | To ratify the appointment by the Board of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2026; and |
| 4. | To transact such other business as may properly come before the Virtual Meeting or any adjournment thereof. |
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES, Avote FOR the approval on a non-binding, advisory basis, of the compensation of our named executive officers, AND A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 31, 2026.
The Board has fixed the close of business on January 13, 2026 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Virtual Meeting or any postponement or adjournment thereof. Accordingly, only stockholders of record at the close of business on the Record Date are entitled to notice of, and shall be entitled to vote at, the Virtual Meeting or any postponement or adjournment thereof.
Your vote is important. You are requested to carefully read the Proxy Statement and accompanying Notice of Annual Meeting for a more complete statement of matters to be considered at the Virtual Meeting.
Sincerely yours,
/s/ Dr. Amit Kumar
Dr. Amit Kumar
Chairman and Chief Executive Officer
Anixa Biosciences, Inc.
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE VIRTUAL MEETING, please read the proxy statement and promptly vote your proxy VIA the internet, by telephone or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES AT THE VIRTUAL MEETING. YOUR PROXY, GIVEN THROUGH THE RETURN OF THE PROXY CARD, MAY BE REVOKED PRIOR TO ITS EXERCISE BY FILING WITH OUR CORPORATE SECRETARY PRIOR TO THE VIRTUAL MEETING A WRITTEN NOTICE OF REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY ATTENDING THE VIRTUAL MEETING AND VOTING.
IF YOU HAVE ALREADY VOTED OR DELIVERED YOUR PROXY FOR THE VIRTUAL MEETING, YOUR VOTE WILL BE COUNTED, AND YOU DO NOT HAVE TO VOTE YOUR SHARES AGAIN. IF YOU WISH TO CHANGE YOUR VOTE, YOU SHOULD REVOTE YOUR SHARES.
THE PROXY STATEMENT, OUR FORM OF PROXY CARD, AND OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED OCTOBER 31, 2025 ARE AVAILABLE ON THE INTERNET AThttp://ir.ANIXA.com/sec-filings OR AT THE SEC’S WEBSITE ATHTTP://WWW.SEC.GOV.
3150 Almaden Expressway, Suite 250
San Jose, CA 95118
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on March 10, 2026
This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Anixa Biosciences, Inc. (the “Company”) for use at the 2026 Annual Meeting of Stockholders of the Company and at all adjournments and postponements thereof (the “Virtual Meeting”). The Virtual Meeting will be held at 10:00 a.m. Pacific time on Tuesday, March, 10, 2026 on a virtual basis for the following purposes:
| 1. | To elect Dr. Amit Kumar, Dr. Arnold Baskies, Emily Gottschalk, and Lewis H. Titterton, Jr. as directors (the “Director Nominees”) to serve on the Company’s Board for a one-year term that expires at the 2027 Annual Meeting of Stockholders, or until their successors are elected and qualified; |
| 2. | To approve on a non-binding, advisory basis the compensation of our named executive officers; |
| 3. | To ratify the appointment by the Board of Haskell & White LLP (the “Auditor”) as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2026; and |
| 4. | To transact such other business as may properly come before the Virtual Meeting or any adjournment thereof. |
The Board unanimously recommends a vote “FOR” the approval of each of the Director Nominees, a vote “FOR” the approval on a non-binding, advisory basis of the compensation of our named executive officers, and a vote “FOR” the ratification of the appointment of the Auditor as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2026.
Stockholders of record of our common stock at the close of business on January 13, 2026 (the “Record Date”) will be entitled to notice of, and are cordially invited to, attend this Virtual Meeting and to attend any adjournment or postponement thereof.**However, to assure your representation at the Virtual Meeting, please vote your proxy via the internet, by telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy.**Whether or not you expect to attend the Virtual Meeting, please read the Proxy Statement and then promptly vote your proxy in order to ensure your representation at the Virtual Meeting.
You may cast your vote by visitinghttp://www.proxyvote.com. You may also have access to the materials for the Virtual Meeting by visiting the website:http://www.anixa.com.
Each share of common stock entitles the holder thereof to one vote. A complete list of stockholders of record entitled to vote at this Virtual Meeting will be available for ten days before this Virtual Meeting at the principal executive office of the Company for inspection by stockholders during ordinary business hours for any purpose germane to this Virtual Meeting.
You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares.
This notice and the attached proxy statement are first being disseminated to stockholders on or about January 28, 2026.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Michael J. Catelani
Michael J. Catelani
President, Secretary, Chief Operating Officer &
Chief Financial Officer
Anixa Biosciences, Inc.
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE DIRECTOR NOMINEES, THE APPROVAL ON A NON-BINDING, ADVISORY BASIS OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AND THE RATIFICATION OF THE APPOINTMENT OF THE AUDITORas the Company’s independent registered public accounting firm FOR THE FISCAL YEAR ENDING OCTOBER 31, 2026.
Important Notice Regarding the Availability of Proxy Materials for the Virtual Meeting to be Held on March 10, 2026: This Proxy Statement, along with our Annual Report on Form 10-K for the year ended October 31, 2025, is available at: http://www.anixa.com/.
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS | 1 |
| THE ANNUAL MEETING | 6 |
| PROPOSAL 1 - ELECTION OF DIRECTORS | 9 |
| PROPOSAL 2 - APPROVAL ON A NON-BINDING, ADVISORY BASIS OF THE COMPENSATION OF NAMED EXECUTIVE OFFICERS | 23 |
| PROPOSAL 3 - RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT AUDITORS FOR FISCAL 2026 | 24 |
| OTHER INFORMATION | 25 |
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
to be held virtually at 10:00 a.m. Pacific time on Tuesday, March 10, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.