ImpediMed Limited (IPD) Earnings Call Transcript & Summary

I would like to start by acknowledging the traditional custodians of the various lands on which we all work and join us today. The call today is being hosted by ImpediMed's Chair, Don Williams, and we are also joined by Directors' Jan West, Rick Valencia, Michael Seiden, Danny Sharp and Dave Anderson. We have allocated 45 minutes for the call today, and ImpediMed will be taking questions at the end of the call. Many questions have been received in advance, but you are welcome to submit questions in writing using the Q&A facility at the bottom of the screen, and we will endeavor to answer as many as possible. With that, thank you again for joining, and I'll now hand over to Don to begin.

Thank you for joining us on today's call. Undoubtedly, many of you are keen for further information to inform your position ahead of the EGM, which is scheduled for the 28th of September. We understand that this is a challenging time for our shareholders given that we all have one thing in common: A desire to maintain the momentum generated this calendar year, and to capitalize on the opportunities of our commercial strategy to secure new private payers, significantly grow sales and move to cash flow positive and profitability as quickly as possible. Early in our communications, we committed to keeping all of our shareholders updated across the discussions and activities that have been necessary since we received the Section 249D notice. I will provide a brief update since our announcement last week and more importantly, open the discussion for questions, including many we have received that are operational in nature. We will prioritize those directly related to the Board and 249D notice and respond to any others through the normal channels. We will be publishing all questions and our responses to the ImpediMed investor center over the next few days. As previously advised, over the last few weeks, ImpediMed's Directors have met with many shareholders, both in-person and virtually, to answer their questions, discuss our ongoing response to the notice and to establish the position -- their position on the vote. We have received strong support for the existing Board with many of our institutional shareholders indicating they will be voting against all resolutions. In all meetings, irrespective of their position, there was a consistent desire shared with us to work with the requisitioning parties to find a path forward and agree on a resolution ahead of the EGM. There is clear concern from our shareholders and us that there will be split support for the resolutions proposed. We believe any EGM outcome under this scenario will not be in the best interest of our shareholders or the company. Above all else, we are committed to finding a path that preserves our positive sentiment and supports our continued momentum. Most importantly, ImpediMed's strong organizational culture and cohesion throughout its staff, senior management and Board is better than ever before. This is [ free to core ] is vital to the success of any company, and we are endeavoring to preserve this within this organization. As we strive to seek an outcome that is in the interest of all shareholders, as mentioned in our update last week, we contacted representatives of the requisitioning parties, once again inviting them to meet in person. This invitation was accepted and a meeting was held on Tuesday last week. At that meeting, we conveyed our desire to work together on a mutually agreeable position and ask these representatives to consider this invitation and respond with their position ahead of today's call. Unfortunately, we have not heard back from them, which is disappointing. I was hoping that the requisitioning parties truly had all shareholder interests as our main priority, we would have some positive outcomes to communicate on this front. The invitation to work together remains open as far as this Board is confirmed. We also extended a second invitation for Jan West in her capacity as a member of the Nominations Committee and an independent director not affected by this action to meet with each of the nominated Directors. We have now confirmed an initial meeting with McGregor Grant and Christine Emmanuel-Donnelly which is likely to occur on Monday. I want to now restate our response to the areas that have been raised by the requisitioning parties, each of which we maintain are ill-founded or misleading. The capital raising has allowed us to accelerate the execution of our sales strategy and capitalize on the NCCN guidelines. Being properly capitalized was vital for us to start to increase scale and to demonstrate a balance sheet strong enough to attract the caliber of personnel to the company that the shareholders deserve. The raising was constructed to allow fair and equal participation by all of our shareholders, both existing and new institutions and retail. Several new institutions continue to purchase shares in the aftermarket post capital raising, although this activity unfortunately ceased when the requisitioning interference commenced. In terms of assertions of past poor performance, 4 of the 7 existing Directors have been on the Board for less than 12 months. And when I took over as a Chair less than 2 years ago, we worked quickly to address the slow operational progress and put in place a leadership team with the capabilities to achieve the success we all know is possible at ImpediMed. Any suggestion that issues prior to this were because of the current Board is wrong. Under this Board, we have significantly changed the speed at which transition is taking place, the expertise of those in leadership roles and the cohesiveness of the team. The requisitioning parties have suggested a disconnect between the current Board and shareholders. However, we strongly refute this. Our Directors are largely shareholders, have bought significant shares on the market and all take the majority of their Director fees in shares rather than cash. To suggest that Directors do not understand the potential value of the company or would somehow seek to sell company cheaply is another example of an unfounded and unsupported accusation. Our aim is firmly to build a multibillion-dollar company. Suggestions that Directors were seeking a NASDAQ listing are entirely false. The Directors have not and do not consider there to be any reason to seek a NASDAQ listing. In terms of our primary oncology focus, it is prudent and fiscally responsible to focus our people and capital resources on pursuing cancer-related lymphedema given the exponential opportunity in front of us. Other indications such as renal and cardio remain avenues for the company and will continue to be assessed and pursued at an appropriate time informed by our executive team. Any suggestion that ImpediMed should aggressively pursue all these indications in parallel is irresponsible. It would significantly impact cash, delay our pathway to cash flow positive and present a diseconomy by virtue of the distraction from executing with focus on our enormous oncology opportunity. We continue to hear that ImpediMed is assured effortless success by virtue of inclusion in the NCCN guidelines. This is fundamentally not true. The success of being included in the NCCN guidelines followed a substantial and deliberate strategy. Our inclusion, however, is just the start. There now remains an important priority of ensuring payers revised their reimbursement policies and help providers implement the SOZO platform into their patient care and workflows. This simply will not happen organically. It requires significant effort by an experienced and resourced team across multiple health care, sales implementation and service disciplines. We understand our former Chief Commercial Officer and Head of Renal who was made redundant by the company earlier this year, has been working in support of the requisitioning parties. We continue to have concern about his involvement with them, including lobbying other shareholders to support the requisitioning parties push for Board control. This individual previously applied for the CEO role unsuccessfully. We remain deeply concerned for the company and the vast majority of shareholders not represented by the requisitioning parties regarding the undisclosed motivations of this individual. Whilst the nominated Directors are highly qualified, we are concerned that such a significant change in Directors weakens our Board and increases the risk profile of the company. Their appointment at the expense of David, Danny, Amit and myself reduces the Board's ASX, U.S. commercial and CEO experience dramatically. Additionally, while we are an Australian company, the vast majority of business growth is going to come from the U.S. The Board strengths required at this time are related to the highly regulated industries that impact ImpediMed's business. These include the FDA, private payer insurance and health care in the U.S. Finally, there has been much conjecture on the impact of this action on our operations. Rick and his team continue to work diligently and remain focused on our operations and are attempting to do so without distraction given the important time frame and opportunities for us to leverage the NCCN guidelines. However, despite Rick's assurances, our teams have reported to him and our HR department that they remain concerned about the uncertainty brought about by the requisitioning parties and those assisting them and the negative effects on staff culture and morale that would likely result if the requisitioning parties were to succeed. We also confirm candidates in the late stages of recruitment to key roles remain on hold at the candidates request. These are high-caliber professionals who will not in a company which is in such a state of potential flux. Unfortunately, for a business of our size and with our strong company culture, there is no separating this action on the Board with the impact thought by our people. The Board encourages the requisitioning party to work with us to find a mutually agreeable path forward that protects you, our shareholders. In the absence of this, we retain our strong position and recommendation to vote against all eight resolutions presented. I will now hand it back to Hannah for questions.

Thank you, Don, and thank you, everybody. We will now begin the Q&A portion of the call. I'm going to start with the questions that were sent through in advance. And just to let you know that many of the questions are very similar in nature. So some of them have been grouped together for speed and for the avoidance of repetition. So Don, to begin, we have a question from Elyse, which is what impact on company performance, growth and staff morale will change with the new leadership?

Thank you, Hannah. Before I go straight to the answer, I think it's probably good to give a little bit of additional background on where the management team has been over the past 2 years. I believe that is warranted. This is a team that's experienced Board changes beginning 2 years ago with my appointment as Chair. They've also experienced changes in the composition of the Board during the past 12 months with 4 new Board members. During that time, they have successfully operated through a change in CEO, an Interim CEO, and now the transition to our new Managing Director, CEO. Over half the key management team are either new in their role or new to the company. Under the current leadership, the team has come together in a comprehensive, cohesive way and developed a strong culture to execute on the strategy that the team has developed. What's in front of them now after such positive progress to date during calendar 2023 is disappointing. They are staring at a request by a limited number of shareholders to put at risk the strategy and reports, which they worked so hard to achieve. They are all shareholders as well. And it is difficult to assess the jeopardy and likely setback this action will have on achieving success. I think we have a great deal of unknowns in front of us as we work our way through this. Thanks, Hannah.

Thank you. Second question here from David. What date will newly purchased shares have voting rights at the general meeting?

The cutoff will be September 26, 26th of September. However, unless you are voting in person at the EGM meeting.

Okay. Next question from Jane. Who on the Board has expertise and experience in software and SaaS design, development and management?

So several of our Board members fill that position. Amit Patel, Dr. Michael Seiden, and our CEO, Rick Valencia are all current and/or former CEOs. They have all been CEOs in the past, including health care and medical technology companies. So there are a number of individuals on our Board that fill that skill set.

Okay. Thanks so much. There's also a secondary question to this one, which is who on the Board has expertise and experience in clinical trial design, development and management?

So that goes along a little bit with our continued response that we are often looking at the composition of the Board. We're looking at our skills metrics and continually trying to update and upgrade the Board members to make sure that we're prepared to face what's coming to the company in the future. Dr. Seiden is a recent member to the Board in the last few months. He has actually designed, written and run numerous clinical trials as well as published over a dozen clinical trials. He's also led our National Cancer Institute-designated center as CEO. And he is currently involved in one Phase I trial -- a single Phase I trial at this time. Both Rick and myself have been involved in leadership roles with other companies that are involved in clinical trials as well. Thanks, Hannah.

Thank you very much. There is a question here. It's quite long and it's actually in two parts. So I'll start -- I'll read it all and then you can address it as necessary. How does the Board maintain independent and objective oversight of management when it is releasing material for management that assists the Board to maintain financial benefit, i.e., they derive through their Board positions? And then the second part is why is the Board implicating executive team members in conference calls and other markets release notices in relation to the 249D notice where best practice will be for the Board to retain independence from the executive team?

Certainly from a governance perspective, we believe the best practice is the engagement of the whole Board and our executive and management team as we're working our way through this. The leadership team has made it perfectly clear the decision, and that their decision was made independently of the Board to put their decision to the shareholders. Our leadership team are also shareholders. And therefore, they have the ability to vote their shares and to have their opinion around this matter as well. We support them and we empower them as leaders in their roles. As covered in today's call, Rick has worked extremely hard and diligently to maintain the focus of the team on the enormous opportunity that they have in front of them. But again, they have shared with management and with our HR that there is a concern that a change in the Board control could have business strategy and stability issues for the company going forward. Thank you, Hannah.

Thanks very much, Don. And just a reminder to everybody on the call...

Hannah, can I add quickly something?

Yes, Richard.

And Tim, you may want to weigh in as well. The -- as you can imagine, the elephant in the room for every meeting these days is what's going on with this effort. And it's not just the senior most team. It's the entire team. And we have calls which we do on a monthly basis with the full team to give a business update. The #1 question on people's minds is how is this progressing? What's it going to mean? What does it mean? And it becomes very complicated to be able to give clear-cut answers in a way that people can easily accept and fully understand. Most people don't operate in this world. There's been many comments about how this should -- management shouldn't be bothered with this. Management shouldn't be paying attention to this. This is a governance issue, and they shouldn't be brought into this. Well, I certainly have no choice but to be brought into this. I have to deal with this on a number of different fronts, including going out to Australia beyond these calls, dealing with my team. But to my knowledge, nobody in management below me, and Tim who we've asked to participate in these calls and to help them support the answers to some of the questions, nobody has been asked to involve themselves in any way, shape or form via the Board or by myself know the -- what was led out to the market was initiated and written by the executive management team. We've developed a very, very cohesive team, a very, very strong culture. And because there's so much uncertainty about what the real intentions are of an effort like this to fully retain updated control over the Board, you can imagine that I have a lot of people who are very concerned. We've already lost a couple of people who included in their reasoning that the uncertainty was unsettling enough that when they were hit up for another opportunity, they chose to take it. And as you heard before from Don, I have very good talent that wants to come to this company that probably would have had no interest 6 months, a year ago, that is being delayed. Have a little bit of potential good news in one of the roles, not our Chief Commercial Officer, unfortunately, which is the most important one, but one of our other key roles that I think we might have gotten that person over-the-top, and we should be able to make an announcement about that in the next few weeks. But it's now very, very difficult. It's a long conversation. And it's a conversation I have to start with because as a public company, the first thing that a sophisticated manager that's looking to join the company will do is basic research. And of course, this pops up immediately and there's a long list of questions. So there is a dramatic impact on the day-to-day operations of the business because of the uncertainty and the morale here. Doesn't mean we're not pushing the business forward. We're making good progress on a number of fronts, but it's a lot more work than it should have been at a time when things are -- everything else is lining up so well. Tim, did you want to add anything?

Originally, I did but you hit the head on all of it. I mean, this was a decision by the management team separate from the Board. One of the first triggers was the extreme nature of the filing, 4 out of 7 Directors. But ultimately, it was all the things Richard spoke to in terms of 10 out of every 30 minutes of a meeting is started by us needing to explain or give updates, so it's impossible to completely separate. And then some of the departures we've seen as well as the stalling on new hires, some critical hires, really impacted the executive team, and our ability to march forward with our laser focus. So we're excited to get back to business, find a resolution and get back to it.

Thank you.

Thanks, Rick. Thanks, Tim.

Also just to remind to everybody that is on the call today, you are able to submit questions live on the Q&A facility at the bottom of your screen, and we will try and answer as many as we possibly can. So moving along. Another question here from Grant. There have been some instances where Director trades have taken place shortly prior to the release of some material announcements. This includes the FY '23 results, SPP results and critical mass in first key target states. Does the Board understand its securities trading policy and why were these trades allow during a blackout period?

Thanks, Hannah. Firstly, I think it's important of note that all Directors have been purchasing shares on the open market as governed by our share trading policy. I will say with the exception of Michael and Danny, who since joining the Board, there has not been an open window. But I will also say that at the time our last 4C was filed, every Director had requested permission to purchase in the open window, which would be following the 4C. Unfortunately, that's the timing of when the notice was filed and the window never did open for the Directors and management to make open market purchases. So we have been blocked out for quite some time. At this point, it will go through the end of September, which will then become a period of time that will not open until after the AGM. So it is a little disappointing that the Director's efforts to support the share price is not what's being focused on here. Regarding the recurring question about a Director share purchase in last June prior to the close of the fiscal year, the purchase was actually made during the open window. It was made towards the end of the week. That was the purchase date and the settlement date did not fall until early the following week, which is the date used for the -- when the purchase was launched. So it does give -- the appearance is there based on the settlement date, but the actual purchase was executed during the open window. There are also -- I will say that the Board seeks the advice of both Corporate Secretary and outside securities council in making the decision to open or close the trading window. We take this governance matter very seriously. Thank you, Hannah.

Thanks, Don. And one more here from Jane, which is this is actually a combination of several questions that we received from several people because they were very similar. If the renal and/or cardiac indications continue to be developed, who on the Board has the expertise to do so? And how will this be funded?

So as I did mention earlier in today's call, our primary focus is and will remain on oncology. It's prudent. It's fiscally responsible to focus our people and our capital resources on pursuing cancer-related lymphedema given its exponential opportunity. Other indications may arise within oncology, but also renal and cardio indications remain avenues for the company, and we will continue to be focused on them. We will continue to assess and pursue at an appropriate time, and we will be informed on those decisions by the executive team. So they do exist, but primary focus is where the NCCN guidelines have opened a tremendous opportunity for us.

Let me add that when I arrived at the company, as a result of some attrition and cost cutting to get the company laser-focused on cash flow breakeven, we don't currently have the resources to pursue even one indication in the way that we should. We now have the capital to begin bringing those resources in. I've already mentioned to you that, that slowed down quite a bit as a result of this action, but we are well underway in doing that. But just to give you one example that relates to these other indications, when I showed up, the company no longer had a Chief Medical Officer. We no longer had a head of medical affairs. We no longer had a medical affairs team. We had one individual, an engineer, in our R&D department, who was responsible for and had the capacity or the capability -- actually not capacity, she had the ability to analyze data from the studies. She also, by the way, supports -- she's in Australia, and she supports our customer support so that we have it around the clock, and she has 2 other jobs, including leading the Australian office there. So that was literally our only resource when we were on that path -- when we were on the path to just solely focused on getting the company to cash flow breakeven. So we have no resources. We had no resources when I showed up. We have no resources now to do work in multiple indications. I'm getting close to bringing in a new Chief Medical Officer. The point of that Chief Medical Officer is to rebuild our clinical affairs team. I talked about that quite a bit in the last several public conversations, including in the capital raise. They'll be doing the studies that we need to do to further our work in oncology, but they'll also be doing the work to further -- the work that's been done to date in renal and heart failure and other indications. But I can tell you that there's a lot of work to do in those other areas. And my job I felt -- I didn't feel. I was told when I came on Board, my job, both by this Board, of course, and also by the shareholders is get this company on its feet, get it -- make it a commercial entity, get it to being an operating entity. It's been a science project for 25 years. We don't have the resources. We don't have the cash to be investing in multiple indications, especially when they're at such early stages. However, I committed to the market, and we will continue to pursue. I mentioned several times what we're doing with SOZO Pro and getting contraindications cleared. We have data that we need to review from the study that was done in renal that, unfortunately, there's one individual who has 3 other jobs has not had the time to get to and also the opportunity that's presented us now that we've gotten the guidelines and private payer reimbursement is coming our way that needs to be today's priority. As we're able to bring on new resources, I'm able to rebuild our clinical or medical affairs team. I'm able to have the resources to do that type of work, we'll then push out. So we're not waiting up for an X period of time to do this. We're waiting until we have the resources. And now that we've got the capital, we will have more resources to do this. But I want to make another point about the capital. We raised the capital around the idea of pursuing the oncology opportunity. One of the issues that the requisitioning shareholders have made loud and clear is that they're very unhappy with this Board's use of capital. It doesn't make a lot of sense to me now that we should be taking the capital that we just raised or this phenomenal once-in-a-lifetime type of opportunity that's been presented to us in oncology and start investing in other areas that we didn't share with the market we were raising money to do. We did say that we would continue to push into the markets that we had done some early work in, but it's very early work. We have a lot of time, resources and money that need to be invested in that. And for the time being, it makes absolutely the most sense both because that's what we represented to the market and because this opportunity is so big and so immediate for us to focus on our oncology opportunity. Thanks, Don.

Thanks, Rick.

Thanks very much, Rick. There is a question that has come in from Andrew, which I think you'd be best to answer. And it is what provision have you made should a Board change occur? You have a responsibility to shareholders to ensure the smooth transfer of Board and managerial duties to a new Board. Down talking the company to shareholders, predicting devastation should a Board change occur is not protecting shareholder value. How do you plan to address this? And he adds also, Rick, how do you plan to work with the new Board in shareholder interest should a change occur?

Well, I've often said to people that I've talked to about this that we don't get to choose our parents. And CEOs don't get to choose their Boards. I'll work with whatever Board I have. I was hired by this Board, most of the people on this Board. If we had a new Board, I'd, of course, work with them. That's my responsibility is to work for the benefit of the shareholders and at the direction of the Board of Directors. I don't believe that I or this Board has been down talking anybody about this matter. I believe we've just been stating a reality. When you bring in 4 brand-new people into a Board that don't know much about our company at a time when we had so much momentum and so much opportunity, it just -- it did introduce so much change and so much required education and so much disruption that we've already discussed. It's real on the operational side. I think it's important for people to know before they place their vote that it's a reality. But in the event that we do have all of these new Board members or we do sit down with the requisitioning parties and come up with some other negotiated settlement where there's a change of a few Board members, of course, I'll work directly with them. I'll do everything I possibly can to get them up to speed and everything I possibly can to help preserve shareholder value. At the moment, our current working plan is to be out there the second week in October to meet with shareholders. And in the event that we have new Board members to try and meet with them. One of the ways we've been trying to sort of really understand what's going on is, multiple times the Board has reached out to try and meet with these new proposed Directors. And at first, that was turned down and more recently, as you know. There was an agreement that at least a couple of them would meet with Jan. So being able to talk to them would be really helpful and make us better understand what the intentions are, should they join as a group and as a controlling group of new Board members. But I will tell you, as shareholders, you have my absolute commitment that I will professionally work with whatever Board. I have, again, it's not my choice who my Board is, and I'm happy to work with whoever I -- whoever is my Board. That's my responsibility as the CEO and Managing Director of the company.

And perhaps, if it's okay, if I come in and add to that as one of the non-targeted Directors. Yes, we've tried to meet with one or more or all of the proposed Directors. We've got a meeting possibly scheduled for Monday, but we're waiting for confirmation. So that's several days of waiting for the confirmation. So no communication has occurred between the proposed Directors and any of the existing Directors, myself or Michael Seiden, who will be -- should this prove to be a successful requisition by the requisition as a new Board. And they will be controlling the Board. So to some extent, I'm very keen to learn what their expectations and proposals might be. So communication would be fabulous. At this stage, we're just waiting to hear back. So it's over to those 4 Directors, proposed Directors to communicate with us, and I welcome it.

Thank you very much, Jan. That was actually a very good segue as we did have a question that I'm asked whether or not you could give any more clarity on that. One question here for you, Danny, and it says you have joined the Board with a great deal of capital markets experience. Could you share what gave you the confidence to invest in ImpediMed yourself?

Yes. Thanks for that, Hannah. So I've been invested in ImpediMed for the best part of 8 years now. So the story is not new to me. I've long been aware of the devastating effects of lymphedema on breast cancer patient survivors and inadequate tools there are to diagnose these patients early enough to stop them from progressing to chronic lymphedema state. It's something that resonated with me long ago. I did a lot of work many years ago to understand the strength of bioimpedance technology and the difference -- radical difference in approach of ImpediMed, how so far advanced it was compared to competitors in the strength of its technology in that regard. I was initially very concerned with the early technology, which required patches to be put on patients and tests to take about half an hour to be done. I never thought that would fit into clinical workflows. When I learned that the technology was being turned into a more automated technology, which fit it much better into clinical workflows, I increased my confidence that this company would, in time, be a success, and I continued to invest heavily, both in terms of my own dollars and my own reputation in the eventual success of this company.

Thank you very much, Danny. We are quickly running out of time, so I'm going to speed through the last ones I have here. I think that this one will likely be for Rick and for Tim, especially you Rick, given your comments earlier on. And it is how do you reconcile the comments around the lack of resources internally with the $20 million spent on salaries and benefits in FY '23, which is a high number in an absolute sense versus other companies at a similar stage of commercialization?

Well, again, I shared with you what I inherited when I came into the company. I'm not sure the question is fair in the sense that, that $20 million included executives that are no longer with the company. There is, as I understand it, quite a bit of frustration with the overpayment of a number of executives. Also as I understand it, 6 of 9 of those executives who were there, I believe, at the beginning of the fiscal year, are no longer with the company. And so it's hard for me to compare the full fiscal year. I wasn't there. I'd also tell you that it may be high in comparison to other companies at this commercial stage. But I don't know that it's high compared to companies like ImpediMed that are highly regulated companies, the public companies that requires a critical mass on the G&A side of things on the OpEx in order for us to just exist and move up to the laws and the regulations of the regulated environment that we live in. So there is going to be a bit bigger of a base in a company like ours. But again, I think most of the answer to your question is something that I can't particularly answer because it had to do with a different part of the year and a different company than we are today.

You got it right, though, Rick. Yes, in that salary number from last year's annual report are the previous executives from the company that are no longer with the organization. So it's higher based on that. And then your comment -- the comment on lack of resorts that you were referring to, the ability to scale in multiple markets, failure -- renal failure and oncology, insufficient resources for all of 2 of those markets. We have sufficient resources for the oncology market to take the business where it needs to go.

Okay. Thank you very much, Tim. We have hit time, but I've just got one more here that I will read out. For you Don, does the current Board have the support of your large institutional shareholders?

We certainly know that there are institutional holders that are supporting the requisitioning parties, but the vast majority of our larger shareholders are, in fact, supporting the company and the current Board. It is not information that is made public. However, the outcome of the vote will certainly be made public following the EGM. Is that -- I think I heard the question correctly, Hannah.

Yes, that's right. Thanks, Don. Okay. So that's all of the questions that were also been answered. And we're now at the conclusion of the call today. If we didn't get to answer your question or you weren't here for the answer, please get in touch or refer to the ImpediMed website in the next few days and they'll be published on there. Before we sign off today, Don, do you have any closing remarks?

Certainly, I would like to tell everyone how much we appreciate them taking the time to join us on this call. We will do our best to keep everyone updated as appropriate going forward. We're dealing with a matter that has arisen at some very bad timing in the company's current position we should be celebrating versus working on this on a matter that certainly in our belief does not have merit. We do encourage everyone to vote against the resolutions that have been proposed and support the company. Thank you.

Thank you very much, Don, and thank you very much all of Directors and to all shareholders that have joined us today.

Thanks, all.