Astria Therapeutics, Inc. (ATXS) Earnings Call Transcript & Summary

Good morning, and welcome to Catabasis Pharmaceuticals, Inc's. 2021 Annual Meeting of Stockholders. I would now like to introduce the first presenter, Ken Bate.

Thank you. Good morning, and welcome to the 2021 Annual Meeting of Stockholders of Catabasis Pharmaceuticals. I'm Ken Bate, Chairman of the Board of the Directors. I welcome you and call the meeting to order. I will now ask Ben Harshbarger, General Counsel and Secretary of Catabasis Pharmaceuticals, Inc., to conduct the formal portion of this meeting.

Thanks, Ken. Good morning, everyone. Due to the impact of the COVID-19 pandemic and to support the health and well-being of our stockholders, employees and communities, this year, we are holding our annual meeting in an all-virtual format and are pleased to have everyone join this live webcast. We have designed this meeting to provide stockholders with the same rights and opportunities to participate as they would at an in-person meeting. Before we get to the formal business of the meeting, I would also like to introduce Jill Milne, Chief Executive Officer and Director, who will be joining us for the meeting. I'd also like to thank the members of our Board of Directors who are in attendance; representatives from Ernst & Young, our independent registered public accounting firm; and Gene Capello, Inspector of Election, for joining us this morning. In order to conduct an orderly meeting, I call your attention to the rules of conduct posted on the virtual meeting website, which include information about participating in the meeting, including asking questions. I have received an affidavit from Broadridge Financial Solutions that the notice of the annual meeting and proxy statement were sent to all stockholders of record as of April 5, 2021, a copy of which will be included in the minutes of the meeting. Our first order of business at this meeting is determine whether the shares represented at this meeting, either in-person, via this virtual meeting or by proxy, are sufficient to constitute a quorum for the purpose of transacting business. Holders of 23,417,006 shares of common stock are entitled to vote at this meeting. The Inspector of Election has informed me that there are present at this meeting, either in-person or by proxy, a total of 13,352,009 shares of common stock or approximately, 57% of all shares entitled to vote at the meeting. Therefore, I declare that a quorum exists. Turning now to the items to be voted on at this meeting as indicated in the notice of meeting and accompanying documents that were made available to stockholders. The first matter to be voted on is the election of 2 Class III Directors to serve into the 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The 2 nominees for election are: Gregg Lapointe and Jonathan Violin. The other matters to be voted on are as follows: the approval of the issuance in accordance with Nasdaq Listing Rule 5635(a) of our common stock upon conversion of our Series X Preferred Stock issued in January and February 2021, or the conversion proposal; the approval of an amendment to our certificate of incorporation, as amended, to effect a reverse stock split at a ratio in the range of 1:3 to 1:6, with the exact ratio to be set within that range at the discretion of our Board of Directors before December 2, 2021, without further approval or authorization of our stockholders and with our Board of Directors able to elect to abandon such proposed amendment and not affect the reverse stock split authorized by stockholders in its sole discretion, or the reverse stock split proposal; the approval of an amendment to our amended and restated 2015 Stock Incentive Plan to increase the number of shares available for issuance thereunder by 6 million shares on a pre-split basis; the ratification of the selection of Ernst & Young as our independent registered public accounting firm for the current fiscal year; the advisory vote to approve executive compensation. The proxy statement for this meeting contains the text of the resolution the stockholders were asked to approve with respect to this proposal. And finally, the advisory vote on the frequency of future advisory votes on executive compensation. [Operator Instructions] The polls have been open since stockholders were able to register for this meeting. Just a reminder that if you have not yet voted or if you previously voted by proxy and wish to change your vote, you may vote now by clicking on the voting button on the virtual meeting website and follow the instructions there. We will pause briefly to allow stockholders the final opportunity to vote. [Voting]

Now that everyone has had an opportunity to vote, the business items on the agenda for this meeting are complete, and the polls are now closed. The Inspector of Election has provided us with a tabulation of the votes. In accordance with applicable NASDAQ rules, the Inspector of Election has provided a second tabulation of votes that subtracts the votes represented by the shares issued by the company in its recent acquisition of Quellis Biosciences from the total number of shares voted on the conversion proposal to determine whether that proposal has been adopted in accordance with applicable NASDAQ rules. The preliminary results of the voting are as follows: each of the nominees for Director has been elected as a Class III Director. The conversion proposal has been approved. The reverse stock split proposal has been approved. The amendment to our amended and restated 2015 Stock Incentive Plan has been approved. The appointment of Ernst & Young has been ratified. The advisory resolution approving executive compensation has been approved. And finally, a frequency of every 1 year for future advisory votes on executive compensation has been approved. The final vote results will be included in the Form 8-K that will be filed within 4 business days after this meeting. As there is no further business to come before the meeting, I declare the formal part of this meeting adjourned. We will now answer appropriate questions from stockholders. [Operator Instructions] Please note the remarks that we may make about future expectations, plans and prospects for the company constitute forward-looking statements under applicable securities laws and regulations. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including those discussed in the Risk Factors section of our most recent Annual Report on 10-K, which is filed with the SEC. In addition, these forward-looking statements represent the company's expectations only as of today. While the company may elect to update these forward-looking statements, it specifically disclaims any obligation to do so. Any forward-looking statements should not be relied upon as representing the company's estimates or views as of any date subsequent to today. The meeting is now open for questions. Seeing no questions. We have completed the meeting. I'll turn it back to Broadridge to close out the meeting.

Thank you. The Catabasis Pharmaceuticals, Inc. 2021 Annual Meeting of Stockholders has now come to an end. Thank you for attending, and you may now disconnect.