HLS Therapeutics Inc. (HLS) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of HLS Therapeutics, Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Ryan Lennox, Senior Vice President, Legal, HR and compliance of HLS Therapeutics, Inc. The floor is yours.

Good morning, and welcome to the Annual Meeting of Shareholders of HLS Therapeutics, Inc. Thank you, everyone, for your attendance today. My name is Ryan Lennox, I'm the Corporate Secretary and Senior Vice President, Legal, HR and compliance of HLS. I'd like to briefly read the following statement regarding forward-looking information before turning the meeting over to John Welborn as Chair of the Board. In the course of today's meeting, directors and officers of HLS May in their remarks or in response to questions, make certain statements that are forward-looking statements and our perspective. Forward-looking statements are neither promises nor guarantees, but are subject to risks and uncertainties that may cause the actual results performance or achievements of HLS or developments in our business or industry differ materially from the anticipated results, performance, achievements, or developments expressed or implied by such forward-looking statements. A more detailed discussion of risk factors affecting HLS' business and industry can be found in our current annual information form dated March 11, 2026, for the year ended December 31, 2025 and in our management's discussion and analysis for the 3 months ended March 31, 2026, and the 3 and 12 months ended December 31, 2025. Forward-looking statements are based on management's beliefs and opinions at the time the statements are made, and undue reliance should not be placed on any of these forward-looking statements. There should be no expectation that these forward-looking statements will be updated or supplemented as a result of changing circumstances or otherwise. And other than as required by applicable laws, HLS disclaims any obligation to do so. We'll now proceed with the formal business of the meeting, and I'll turn the meeting over to John Welborn as Chair of the Board.

Good morning, ladies and gentlemen. My name is John Welborn, and I am the Chair of the Board and a Director of HLS. In order to permit shareholders and duly appointed proxy holders to have an equal opportunity to participate, vote and submit questions at the meeting regardless of the geographic location, the meeting is being held as a virtual meeting. Holding our meeting in a virtual-only format means there are some differences from an in-person meeting. However, our goal is to replicate as best as we can the experience you would have if we were meeting in person. The people who will be speaking today are not all in the same physical location. For this reason, I may pause from time to time to allow coordination from the different locations. I will also pause at certain points during the meeting to provide an opportunity for you to vote or ask questions online. Only registered shareholders and duly appointed proxy holders who have signed into this online webcast will be able to vote on the resolutions tabled at this meeting and ask questions. You can submit questions by clicking on the Q&A tab piping in and submit your questions. Given the virtual format of the meeting and in order for us to expeditiously undertake discussion on any matter proposed for a vote, we encourage meeting participants who have specific questions on a formal item of business to submit such questions now, clearly identifying the applicable item of business. During the course of this meeting, at the appropriate time, such questions will be answered prior to voting on the applicable motions. Before proceeding with the formal business of the meeting, I would like to take this opportunity to introduce you to the following officers who are attending today's meeting. Mr. Craig Millian, our Chief Executive Officer; Mr. Ryan Lennox, our Corporate Secretary and Senior Vice President, Legal, HR and Compliance. We thank them and our directors who have joined the webcast of today's meeting. In addition to Craig and myself, the following nominees for election as directors of HLS are present; Rodney Hill, Norma Beauchamp, Kyle Dempsey, Christian Roy, Christine Elliott John Hanna. Now let's proceed with the business at it. We have 4 matters of formal business to conduct today. First, the presentation of the financial statements of HLS Therapeutics, Inc. as at and for the financial year ended December 31, 2025, and auditor's report thereon; second, the election of directors; Third, the reappointment of the corporation's auditor; and finally, the approval of the long-term incentive plan and of unallocated entitlements thereunder as described in the management information circular mailed ahead of the meeting. I will now call the meeting to order. In accordance with the corporation's bylaws, I will preside as Chair of the meeting, and Ryan Lennox will act as Secretary of the meeting, in the unlikely event that a technical disruption prevents me from continuing to act as Chair of the meeting, Mr. Craig Millian, HLS' CEO, will serve as Chair. I hereby appoint copy share to its representatives to act as scrutineer for the meeting. The Secretary has advised me that the notice calling this meeting together with a form of proxy and management information circular has been sent to each Director of the corporation, the auditor of the corporation and the shareholders of record of the corporation as of May 19, 2026, which is the record date for the meeting. The financial statements for the financial year ended December 31, 2025, and auditor's report thereon were sent to each requesting holder of common shares of the corporation on March 25, 2026. Copies of these materials are also available on HLS' Cedars profile at www.sedarplus.ca. I will dispense with the reading of the notice of the meeting. The scrutineer has provided me with its preliminary report on attendance at this meeting, and I confirm that the requisite quorum of shareholders is present. Accordingly, I think that this meeting is duly and properly constituted for the transaction of business, and I direct the confirmation of mailing of the notice of meeting received by Computershare and the scrutineers' complete report on attendance be annexed to the minutes of the meeting. Further, in order to expedite the meeting, I have requested that certain persons make formal motions, and I will call on these persons at the appropriate time. Given this is a virtual meeting and the voting at today's meeting will be conducted by online ballot for all matters. If as a registered shareholder or a duly appointed proxy holder, you have used your control number or invitation code to log into the meeting, you will be provided the opportunity to vote by online ballot. If you are a registered shareholder and have already voted by proxy, then please do not vote on the online ballot unless you intend to change your vote as your vote will have already been recorded. Duly appointed proxy holders are reminded that they are bound to vote in accordance with the instructions provided to them. Votes have already been recorded in respect of such instructions and proxy holders do not need to vote by ballot in order for such votes to be counted. The polls will be open momentarily for all items of business to be voted on at the same time. When the polls open pits a vote tab on the upper right-hand corner of the screen. This will allow you to vote on each item immediately or if you prefer, you may wait until the conclusion of discussion on each item before your vote. Registered shareholders newly appointed proxy holders will be able to vote on each item of business until polls are closed following the presentation of all formal items of business. Once discussion has concluded on all items of business, you will have another moment to enter your votes if you have not already done so. I will then declare voting closed on all matters of business. The summary results of the votes will be announced prior to the close of the meeting. I now declare the polls open on all items of business. The first item of business is the presentation of consolidated financial statements of HLS Therapeutics, Inc. as at and for the year ended December 31, 2025, and the auditor's report thereon. We will dispense with the reading of the auditor's report to the meeting. Our next item of business is the election of directors. We have 8 directors to be elected, and I now declare the meeting open for nominations. In the interest of expediency, I will ask Craig Millian to make nominations on behalf of the management of the corporation.

Mr. Chairman, I nominate the following individuals, each of whom was specified in the Management Information Circular delivered with the Notice of Meeting, served as directors of the corporation the hold office until the close of the next Annual Meeting of Shareholders or until their successors are duly elected or appointed in accordance with the articles and bylaws of the corporation. John Welborn, Frank Million, John Hanna, Rodney Hill, Norma Beauchamp, Kyle Demsey, Christian Roy, Christine Elliott.

Thank you, Craig. In accordance with the advanced notice provision of bylaw #1 of the corporation, no further nominations may be made at this time. Therefore, I declare the nominations closed. I request a motion that each of the 8 individuals nominated to serve as directors of the corporation be so elected.

I so move.

Thank you. At this time, I would ask the secretary to please advise of any questions received on this item of business.

Mr. Chairman, I will pause for a moment to allow for questions to be submitted. Chairman, I can confirm that we have not received any questions specifically on the side of business.

As previously noted, we will conduct the vote on this motion by way of online ballot. Registered shareholders or their duly appointed proxy holders can vote throughout this meeting by online ballot by selecting the applicable voting option on the voting panel displayed on their screens. If you are a registered shareholder and have already voted by proxy, then please do not vote on the online ballot unless you intend to change your vote as your vote will have already been recorded. Duly appointed proxy holders are reminded that they are on the vote in accordance with the instructions provided to them. Votes have already been recorded in respect of such instructions and proxy holders do not need to vote by ballot in order for such votes to be counted. We will now move to the reappointment of HLS' auditor. May I have a motion that Ernst & Young LLP be reappointed as auditor of the corporation until the next Annual Meeting of Shareholders or until a successor is appointed and that the Board of Directors be authorized to fix the auditor's remuneration.

I so move.

Thank you. At this time, I would ask the secretary to please advise of any questions received on this item of business.

Mr. Chairman, I will pause for a moment to allow for questions to be submitted. Chairman, I can confirm that we have not received any questions on this item of business.

Thank you. I will now call for a vote on the motion. As previously noted, we will conduct the vote on this motion by way of online ballot. Registered shareholders or their duly elected or their duly appointed proxy holders can vote throughout this meeting by online ballot by selecting the applicable voting options on the voting panel displayed on their screens. If you are a registered shareholder and have already voted by proxy, then please do not vote on the online ballot unless you intend to change your vote as your vote will have already been recorded. Duly appointed proxy holders are reminded that they are bound to vote in accordance with the instructions provided to them. Both have already been recorded in respect of such instructions and proxy holders do not need to vote by ballot in order for such votes to be counted. We will now move to consideration of the resolution approving the corporation's long-term incentive plan and approving the unallocated entitlements thereunder. As more particularly described under the heading long-term incentive plan matters in the management information circular sent to shareholders with the notice of this meeting. The approval of the long-term incentive plan will allow the Board to provide incent compensation to executives and employees and will help ensure alignment of interest of HLS management employees with the interest of shareholders. The full text of the LTIP resolution is set out on Page 15 of the circular, and the full text of the long-term incentive plan is it out in NXC to the circular. Unless there is an objection, I will dispense with the reading I will dispense with reading the resolution to this meeting. To be approved, the ULTA resolution must be passed by a majority of the votes cast at this meeting. May I have a motion that the LTIP resolution be passed as an ordinary resolution of shareholders of the corporation.

I so move.

Thank you. At this time, I would ask the secretary to please received on this item of business.

Chairman, I'll pause for a moment to allow for questions to be submitted. Mr. Chairman, I can confirm that we have not received any questions on the time of business.

Thank you. I will now call for a vote on the motion. As previously noted, we will conduct the vote on this motion by way of online ballot. Registered shareholders or the duly appointed proxy holders can vote throughout this meeting by online ballot by selecting the applicable voting options on the voting panel displayed on their screens. If you are a registered shareholder and have already voted by proxy and do not wish to change your vote, there is no need for you to vote on the online ballot as your vote will have already been recorded. Newly appointed proxy holders are reminded that they are bound to vote in accordance with the instructions provided to them. Both have already been recorded in such respect in respect of such instructions and proxy holders do not need to vote by ballot in order for such votes to be counted. We will now proceed with the process for completing voting on the items of business of the meeting. For those of you who have not voted on all of the items of business, please do so now. If you have previously submitted a completed proxy, you will have voted in respect of the formal business of this meeting, and it is not necessary to begin the online ballot. We will now take a break to allow shareholders to complete voting on all items of business of the meeting and to allow for the results to be tabulated by the scrutineer. [Voting]

Chairman. Voting is now completed and the polls are closed.

Thank you. That concludes voting at today's meeting. The scrutineer has now reported that all matters put to a ballot at this meeting have been passed with the requisite shareholder support. Accordingly, I declare that each of the 8 individual individuals nominated is hereby elected to serve as a Director of the corporation to hold office until close of the next annual meeting of shareholders or until their successors are duly elected or appointed in accordance with the articles and bylaws of the corporation. I declare that the motion on the reappointment of the corporation's auditor and the motion on LTIP resolution to have passed. A report disclosing the voting results in respect of each applicable item of business will be filed on Cedar promptly following the meeting and a report on the election of each director will be disclosed in a press release to be issued the following meeting. Is there any other business that may properly be brought before this meeting? That concludes the formal business brought before the meeting. I wish to thank you for attending, and I now declare this meeting to be terminated. If you have any questions you would like to follow up on, please do not hesitate to reach out to us, and we will get back to you. Our second quarter ends June 30. And at this point, we expect to report our Q2 results in early August. Further details will be released closer to the date. On behalf of the Board of Directors and the broader team at HLS, thank you to everyone for attending today. Goodbye.

Ladies and gentlemen, thank you for attending today's meeting. You may now disconnect.