Aethlon Medical, Inc. (AEMD) Earnings Call Transcript & Summary

Greetings. Welcome to the Aethlon Medical Annual Meeting of Stockholders Call. [Operator Instructions] If you would like to ask a question during this presentation, questions can be submitted via e-mail to [email protected]. Please note, this conference is being recorded. I will now turn the conference over to your host, Chairman of the Board, Edward Broenniman of Aethlon Medical. Please go ahead.

Thank you. Good morning. My name is Edward G. Broenniman. I am the Chairman of the Board of Aethlon Medical. I am very happy to welcome you to the Aethlon Medical 2022 Annual Stockholder Meeting. The meeting will officially come to order now. The time is now 8:01 Pacific Time on September 15, 2022, and the polls are now open for voting on all matters to be presented. As you know, we are hosting today's meeting through a virtual online platform hosted by Issuer Direct. Before we proceed with the formal business of the meeting, I would like to introduce you to the members of the Board and the business team who are with us today. The other members of the Board are Charles Fisher, Chetan Shah, Angela Rossetti and Guy Cipriani. The officers of the company with us virtually today are Charles Fisher, Chief Executive Officer; James Frakes, Chief Financial Officer; Guy Cipriani, Chief Business Officer; and Steve LaRosa, Chief Medical and Chief Scientific Officer. I would like to introduce Jim Rotherham of Baker Tilly US, LLP, the company's independent registered public accounting firm. And Julie Robinson, Wade Andrews, and Jayden Martinez of Cooley LLP, the company's outside legal counsel, who are also in attendance virtually and available to respond to appropriate questions as needed. Now we will proceed with the formal business of the meeting in the order set forth in the notice of the annual meeting and proxy statement. We will first present the 7 proposals submitted for approval by our Board. We'll take questions related to the proposals after all the proposals have been presented, after which we will announce the preliminary results of the voting. As I mentioned earlier, the polls are open for voting for all matters to be presented. Each share of common stock is entitled to 1 vote. After I describe each item to be voted on, we will close the polls. We will not accept ballots, proxies, revocations or changes after the closing of the polls. If you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now and your shares will be voted as previously instructed. If you intend to vote and have not already done so, you must submit your vote online now in order to be counted. If you have not voted, I encourage you to vote online now. Stockholders of record and registered beneficial owners may submit questions or comments for the Q&A portion of the meeting. Questions can be submitted by e-mail to James Frakes, CFO of Aethlon at [email protected]. We will try to answer questions submitted that are germane to the proposal at this meeting or if we have time. Please submit your questions now to make sure they are received in a timely fashion for our review and response. Will the Secretary please report at this time with respect to the mailing of the notice of the meeting and the stockholders list?

I have at this meeting a complete list of the holders of record of the company's common stock on July 22, 2022, the record date for this meeting. A list of stockholders of record is available for inspection by stockholders of record during this meeting for any reason germane to this meeting. I also have an affidavit certifying that on July 27, 2022, a notice of annual meeting of stockholders of the company was deposited in the United States mail to all stockholders of record at the close of business on July 22, 2022.

At this time, I am appointing Jay Frakes to act as an Inspector of Election at this meeting. Mr. Frakes has taken and subscribed to the customer oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. His function is to decide upon the qualification of voters, accept their votes and when balloting all matters is completed, to tally the final votes. Will the Secretary please report at this time with respect to the existence of a quorum?

Proxies have been received for 10,568,692 of the 16,637,742 shares of common stock outstanding after date, which represents approximately 63.52% of the total number of outstanding shares. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting.

Thank you, James. We will now proceed with the formal business of the meeting. After all the proposals have been described, we will answer any questions related to the proposals submitted online. As a reminder, we ask that any comments or questions during this portion of the meeting pertain only to those proposals. Please submit any questions as soon as possible for our review. There are 7 proposals to be considered by the stockholders at this meeting. First item of business is the election of 5 directors to serve until the annual meeting of the stockholders in 2023 and until their successors are elected. The nominees of the Director are; Edward G. Broenniman; Guy F. Cipriani; Charles J. Fisher, Jr., m.D.; Angela Rossetti; and Chetan S. Shah, M.D. The second item of business today is the ratification of the appointment of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2023. Clearly, the third item of business is the approval of an amendment to our Articles of Incorporation as amended to increase the number of authorized shares from 30 million to 60 million shares. Fourth, the fourth item of business is the approval of amendment and restatement of our Articles of Incorporation as amended to enhance our corporate governance standards. The fifth item of business is the approval of an amendment to Aethlon Medical's 2020 equity incentive plan as originally adopted by the Board of Directors on February 6, 2020, and approved by our stockholders on September 15, 2020. The amendment would increase the number of common shares authorized for issuance under the 2020 Equity Incentive Plan by 1,800,000 shares. Sixth item of business is the approval of an advisory basis the compensation of our executive officers as disclosed by this year's proxy statement. The seventh item of business is the approval of the frequency of stockholder approval of executive compensation to be set at every 1, 2 or 3 years. That was the final proposal for today's meeting. We will now review if there are any questions submitted about the proposals before we close the poll. As a reminder, we will only review and answer questions at this time that pertain to these proposals. Please note that our discussion today may include forward-looking statements, and our actual results may differ materially from those discussed here. Additional information concerning factors that could cause such a difference can be found in our most recently quarterly report on our Form 10-Q. Mr. Frakes, are there any questions?

I have not received any questions.

Thank you. If there are no questions, the time is now 8:15 Pacific Time, and the polls are now closed for voting. Mr. Frakes, do we have the results of the voting?

The report of the Inspector of Election covering the proposals presented at this meeting is as follows: Number one, the proposal to elect Edward G. Broenniman; Guy F. Cipriani; Charles J. Fisher, Jr., M.D.; Angela Rossetti and Chetan S. Shah, M.D. as directors of the company is carried. Number two, the selection of Baker Tilly US, LLP as the company's independent registered public accounting firm for the fiscal year ending March 31, 2023, is approved. Number three, the amendment to our Articles of Incorporation has amended to increase the number of authorized shares of our common stock from 30 million shares to 60 million shares is approved. Number four, the amendment and restatement of our Articles of Incorporation as amended to enhance our corporate governance and align our Articles of Incorporation with what we believe to be appropriate corporate governance standards is not approved. Number five, the amendment to the Aethlon Medical, Inc. 2020 Equity Incentive Plan to increase the number of authorized shares under the plan by 1,800,000 shares is approved. Number six, on an advisory basis, the compensation of the company's named executive officers as disclosed in the 2022 proxy statement rules is approved; and number seven, the stockholders indicated that they would prefer an advisory vote every other year.

We expect our preliminary voting results or, if available to us on a timely basis, our final voting results on a current -- to be on a current Form 8-K to be filed with the SEC within 4 business days after the end of this meeting. If not earlier reported, we expect our final voting results in an amendment to our Form 8-K within 4 business days after the final results are known to us. This concludes the formal portion of today's meeting, and the annual meeting is now adjourned. We will now entertain any appropriate questions from stockholders.

Mr. Chairman, we have not received any questions via e-mail.

Okay. If there are no questions we discuss that is all we have today. Thank you again for your attendance in today's meeting and your compliance and continued support of Aethlon.

Thank you. Ladies and gentlemen, this does conclude today's conference. You may disconnect your phone lines at this time, and have a wonderful day. Thank you for your participation.