Aurora Spine Corporation (ASG) Earnings Call Transcript & Summary

So good morning, and welcome to the Annual General Meeting and Special Meeting of Shareholders of Aurora Spine Corporation. My name is David Rosenkrantz and I'm a Director of Aurora Spine Corporation. I will act as Chairman for today's meeting. I would like to thank everyone for joining, and I see some names that I'm not familiar with, perhaps, but welcome. With me, we have Trent Northcutt, Director and Chief Executive Officer of Aurora Spine, and David Meyer, our Chief Legal Officer of the corporation and its Corporate Secretary, and David will -- David Meyer will act as Secretary for today's meeting. We asked certain shareholders to put forward the motions that are required, that's not unusual. If you have questions that are specific to the business of the meeting, that's outlined in the management circular, that was distributed to shareholders with the notice of meeting [indiscernible] should be asked at the time of the business before the meeting. If you have questions about the actual operations of the business or any other questions for management, we can do that when the meeting is terminated. I have appointed Rosa Garofalo of TSX Trust Company, the corporation's registrar and transfer agent to act as scrutineer for today's meeting. Welcome Rosa. The notice calling the meeting [indiscernible] instructions for the accompanying material have been mailed to all shareholders of the corporation, all directors and the auditor of the corporation, additional copies of the meeting can be made available if you need them. Secretary of the meeting has provided me with proof of service of such mailing. Accordingly, the reading of the notice meeting will [indiscernible] with that. Prior to the commencement of the meeting, the secretary reported that on the basis of the registration of shareholders this morning and proxy submitted, a quorum is present at this meeting. I have asked the scrutineer to deliver their formal report on attendance as soon as available and I'll just ask Rosa, do you have that now? Or is it not available yet?

Yes, I can read out the numbers, David. We have got one holder represented in person of our proxy at the meeting holding 2,321,486 shares. 43 management proxies received representing 26,399,408 shares for a total representation at the meeting 28,720,894 shares, which is 36.78% of the [indiscernible] outstanding.

Perfect. Thank you very much. So we have a quorum. We've heard from the scrutineer as to who is here in person and who is being represented by proxy. Each shareholder of the corporation is entitled one vote for each share held. In order to expedite the voting on the matters before the meeting, [indiscernible] proposing the voting on all matters by show of hands or by by voice, where each person present entitled to vote will have 1 vote unless a shareholder demand that a [ ballot be conducted ]. First item of business is fiscal year ended December 31, 2025, together with the auditors report there on, and copies [indiscernible] going are available for inspection. If you need them, let me know. They're available online. I propose to dispense with the reading of such statements in the report. While shareholders are not required to approve these financial statements, the financial statements report from the auditor are available from [indiscernible] for inspection if anyone needs them, and if you have questions on that aspect, and we'll do it after the termination of today's meeting. Election of directors is the next item of business. And I now declare the meeting open for nominations for the election of directors to hold office for the ensuing year or until their successors are elected or appointed. I ask David Meyer to nominate the persons listed in the management information circular for election, as directors for the coming year, each of whom has agreed to serve as a director, if elected. David?

I nominate Trent J. Northcutt, David Rosenkrantz, Tracy A. Graf, J. Daryl MacLellan, and Michael Seid for election as directors of the corporation for the ensuing year or until their successors are elected or appointed.

Trent, could you second that motion, please?

Yes, Mr. Chairman, I second that nomination.

Thank you. Any further nominations? Hearing none, I declare the nominations are closed and ask Trent to announce -- move the confirming resolution.

Resolved that all nominees are hereby elected as directors of the corporation for the ensuing year or until their successors are elected or appointed.

Can we get a second, David?

Mr. Chairman, I second the nomination.

All those in favor of the resolution, please do so either verbally or raising your hands. Hearing none against, that motion is passed unanimously. I didn't hear any contrary, I declare those nominated to be elected. Appointment of auditors. The next item of business is the appointment of auditors for the current year. I would ask for a motion appointing auditors for the current year.

Resolve that MNP LLP, chartered professional accountants, are hereby appointed auditors of the corporation to hold office until the close of the next Annual Meeting of Shareholders or until their successors are appointed, and the Board of Directors is authorized to fix their remuneration.

Can I get a second Trent, please?

I second that, Mr. Chairman.

Thank you. Anyone not in favor? Still hearing none. And any other participant [indiscernible] the I'm hearing none so that, that motion has also passed. Approval of the amended and restated stock option plan is the next item of business to consider [indiscernible] in the form included in the management information circular approving the amendment and restated stock option [indiscernible] the corporation has described in the circular. A copy of the form of resolution to approve the stock option that was included in the circular and is also available if someone requires it. Are there any questions regarding this matter? So hearing none, can we have a motion to approve the stock option plan of the corporation?

I move that the stock option plan of the corporation be approved.

Thank you, Trent. Can I get a second, please?

Mr. Chairman, I second the motion.

Thank you, David. All those in favor of the resolution, please so signify by raising your hands. Any contrary votes? Hearing none, I declare the resolution carried. I'll ask you if there's any further business, anyone wants to raise at the meeting? Okay. As there's no further business to be brought before the meeting, I would thank all of you for taking the time to attend. We'll ask the secretary to move the termination of the meeting.

Mr. Chair, I move that the meeting be terminated.

May I have the motion seconded?

Mr. Chairman, I second the motion.

All those in favor, please signify. Are there any contrary, if so please say so now. I declare the motion carried hearing none, and the meeting terminated. Thank you. That's the formal part of the meeting. I'd like to turn it over to management. If there's any questions for management or would like to a presentation at this point in time. The meeting is open to do so. First, let me just ask if there's any specific questions from anyone in attendance. Okay. Hearing none, Trent, I'm not sure what you would like to address at the meeting but the floor is yours.

Thank you, Mr. Chairman. I would say a geat year for the company. We saw that the company is making continued strides growing the business and continuing to make strides in minimally invasive spine fusions, and we look forward to a very prosperous 2026. And I thank everyone who attended.

Are there any other questions? Rosa, thank you. Rosa is gone. She had to go to [indiscernible]. Any other questions from the people that are on our call, shareholders? Okay. Thank you.

All right. Thanks, everyone.

Thanks, everyone.