Elite Pharmaceuticals, Inc. (ELTP) Earnings Call Transcript & Summary

Hello and welcome to the Elite Pharmaceuticals Special Meeting 2020. [Operator Instructions] It is now my pleasure to turn today's meeting over to Nasrat Hakim. The floor is yours.

Thank you, Michelle. Good morning, ladies and gentlemen. Welcome to Elite's special meeting. This is the special meeting of shareholders of Elite Pharmaceutical, Inc. I am Nasrat Hakim, Chief Executive Officer, President and Director of the company. I will be chairing this meeting. It is now approximately 10:30, and the meeting will please come to order. For the first time, we are holding a shareholders' meeting virtually in a live webcast, not in person. In light of the COVID-19 pandemic, this is part of our effort to maintain a safe and healthy environment for our directors, members of management and shareholders who wish to attend the special meeting. The webcast will be posted on our website for a period of time after the meeting. As this is our first virtual meeting, there are a number of changes to how the meeting will be conducted. I draw your attention to the rules of conduct and voting procedure for more detail. To view or to print them, please click on the link on the bottom of the left-hand panel of your screen. In fairness to all shareholders in attendance and in the interest of an orderly meeting, we request that you abide by these rules. As stated in the rules of conduct, we welcome questions from shareholders. However, this is a special meeting being held for a limited purpose. Only questions specifically related to the proposal in the proxy statement will be entertained. As Chairman of this meeting, I reserve the right to response only to questions relevant to the purposes of this meeting. We anticipate filing our annual report on Form 10-K within the required time frame and holding an earnings call thereafter. That will be the appropriate forum in which to ask general questions. Only shareholders of record or their verified proxy holders may address the meeting. Each shareholder is limited to a total of no more than 2 questions or comments, no more than 1 of which may be on any single topic. Recording of this meeting is prohibited. To ask a question, follow the instructions in the rules of conduct and voting procedure. An audio playback will be available on the shareholders' meeting page in the Investor Relations section of our website at elitepharma.com within 24 hours of the meeting and will be available for approximately 2 months. As described in the proxy statement for the special meeting previously distributed, you are entitled to participate in and vote at this meeting if you were a stockholder as of the closing business on April 27, 2020, which is the record date for the special meeting, or if you hold a legal proxy for the meeting provided by your bank, broker or nominee. If you have an 11-digit voter control number issued by our transfer agent, AST, and wish to vote during the meeting, you may do so by clicking the proxy voting site link on the bottom of the left-hand panel of your screen and follow the instructions. If you would like to review the proxy materials, click on the proxy materials link on the bottom of the left-hand panel of your screen. If your shares are registered and the name of your broker, bank or other agent, and if you previously instructed your broker, bank or other agent to vote your shares and such votes were provided to us, you have already voted. As explained in the proxy statement, if you wish to either vote or change your vote, you were required to obtain a valid legal proxy from your broker, bank or other agent prior to this meeting, and follow procedure required by AST. If you complied with the foregoing requirements, you received an 11-digit voter control number, then you can vote or change your vote at the meeting following the voting instructions described above. If you did not comply with the foregoing requirements, you cannot vote or change your vote at the meeting. If you are eligible to vote and have not submitted your proxy or if you want to change your vote, please follow the voting instructions described above. The votes cast today will be counted in the final tally, along with the proxies previously received. We will now proceed with the formal business of the special meeting. Carter Ward is present and will act as the secretary of the meeting. The agenda for this meeting consists of the determination of the presence of a quorum and the consideration of the 2 proposals set forth in the company's proxy statement for the special meeting, which has been previously furnished to all shareholders. [ Richard Finer ] has been appointed as the inspector of the election and has sworn to the oath of inspector of election. The first order of business is to determine the presence of a quorum. Pursuant to action taken by the Board of Directors, the holders of record of the company's common stock and Series J preferred stock at the close of business of April 27, 2020, are entitled to vote at this meeting.

Mr. Chairman, I wish to report that I have examined the list of shareholders provided by the company's transfer agent entitled to vote at this meeting. And I've determined that as of the record date, April 27, 2020, according to the records of the company's transfer agent and excluding treasury shares, there were 840,404,367 shares of common stock outstanding, each of which is entitled to 1 vote per share. And in addition, there were 24.0344345241 shares of Series J preferred stock, each of which is entitled to approximately 6,574,621 votes per share -- per whole share, that is. The required quorum for this meeting is a majority of the shares of Elite's capital stock issued and outstanding and entitled to vote at the special meeting. I've also determined that the number of voting shares represented at this meeting in person or by proxy is not less than 50% of the total amount of shares eligible to vote at the meeting, and therefore, a quorum is present. Accordingly, the meeting is legally convened.

On the basis of the report of the inspector, a quorum is in attendance, and we shall proceed. Each shareholder as of April 27, 2020, has received the copy of the notice and proxy statement relating to this meeting as well as, if applicable, a supplement to the proxy, as evidenced by the affidavit of mailing executed by an authorized agent of American Stock Transfer & Trust Corporation, the company's transfer agent. The affidavits will be filed with the minutes of this meeting. It is now approximately 10:40. The polls are now open for voting on all of the following proposals. The first proposal go to the stockholders, for the reasons set forth in the proxy statement, is to vote on approval of the amendment of our Articles of Incorporation to increase the number of shares of common stocks our company is authorized to issue, from 995 million shares to 1,445,000,000 shares, and to file a new amendment to our Articles of Incorporation reflecting such approval if deemed necessary. The second proposal is to vote on -- is the granting of discretionary authority to adjourn this virtual special meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the meeting -- at the time of the virtual special meeting to approve Proposal 1. The Board of Directors recommends that shareholders vote in favor of both proposals. Are there any questions specifically relating to this proposal? Remember, we plan on holding our usual earnings call after our 10-K is filed. That will be the appropriate forum in which to ask general questions. The floor is now open for discussions solely related to the proposals. To ask a question, please click on the box above in the left-hand panel of your screen. There are no questions that have been submitted. We will proceed with the vote. To vote or change your vote at this time, follow the instructions in the rules of conduct and voting procedure. [Voting]

It is now 10:42, and the polls for each matter to be voted on are now closed. No additional votes and no changes or revocations will be accepted. The votes will be tabulated on all proposals at the same time. Is the inspector of election ready to report on preliminary results?

Yes, I am.

Will the inspector of election kindly summarize the preliminary voting results?

Yes. And as there were no votes cast at the meeting, these are also the final results. Let's see. The proposal to vote on approval of the amendment of the company's Articles of Incorporation to increase the number of shares of common stock the company is authorized to issue from 995 million to 1,445,00,000 shares, and to file a new amendment to its Articles of Incorporation reflecting such approval, if deemed necessary, was approved by a majority of the voting power of the shares of the company's capital stock. Although moot, I point out that in addition, the proposal to grant discretionary authority to adjourn this meeting, if necessary, to solicit additional votes in the event that there were not sufficient number of votes at the meeting to approve Proposal #1 was approved because the number of votes cast in favor of the proposal exceeded the number of votes cast in opposition to the proposal.

Thank you, inspector. There appear to be no other business to come before the meeting. This special meeting of shareholders is now adjourned. Thank you, operator.

You're welcome. This concludes the meeting. You may now disconnect.