Imricor Medical Systems, Inc. ($IMR)

Hello, and welcome to the Annual Meeting of Stockholders of Imricor Medical Systems, Inc. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Steve Wedan. Steve, the floor is yours.

Thank you. I'd like to welcome everyone to the 2026 Annual Meeting of Imricor Medical Systems. My name again is Steve Wedan, Imricor's Chair and CEO. During the course of today's meeting, our stockholders and their proxies will have the opportunity to ask questions and register votes if they haven't already done so. CDI holders will also have the opportunity to ask questions but are not entitled to vote at the meeting except as a proxy for CHESS Depositary Nominees. You can submit your questions at any time during the meeting as outlined in our meeting guide, and I will address these questions throughout the meeting. Voting today will be conducted by way of poll on all items of business, and shortly, I'll open the voting for all resolutions. Once voting is open, if you're eligible to vote at this meeting, a polling icon will appear on your screen. Selecting this icon will open a list of resolutions and present you with voting options. To cast your vote simply click on the appropriate option. Once you select an option, the vote is automatically recorded. You have the ability to change your vote at any time until the time I declare voting closed, and I'll provide the meeting with a warning before I close the voting. Please also note that there are a number of voting exclusions that apply to today's resolutions being put to the meeting and these have been outlined in the Notice of Meeting. I now declare the voting open on all items of business. I'd like to take a moment to introduce 4 of my fellow directors who are joining us today: Mark Tibbles, Anita Messal, Peter McGregor and Aldo Denti as well as our CFO, Jonathan Gut; and Jeff Ostapeic from our audit firm, BDO. Online, we also have our Company Secretary, Kobe Li. I have been advised that a quorum is present, and therefore, I declare this meeting open and authorized to transact business. On behalf of the Board, I want to start by thanking you, our shareholders, for your continued support of Imricor. Your belief in our vision has been instrumental in getting us to this point, and we deeply value the trust and confidence you place in us. 2025 was a defining year for Imricor. It was a year in which we continue to move from promise to execution. We made important progress across our clinical, regulatory, commercial and operational priorities, all with 1 objective in mind, to establish interventional MR as a new standard of care. During the year, we advanced our U.S. regulatory pathway, continued to progress the VISIBL-AFL clinical trial, expanded our clinical footprint deepened engagement with leading hospitals and physicians who see the same future we do, a future where electrophysiology procedures are performed with real-time soft tissue visualization without ionizing radiation and with the power for greater precision and better outcomes. We also took a significant leap forward with the world's first ventricular tachycardia ablation performed in the MR environment. VT Ablation is one of the most complex procedures in electrophysiology, and this milestone clearly demonstrated that our platform is ready for some of the most challenging ablations in cardiac care. We also continue to build momentum in Europe, where our technology is already being used in leading centers. These centers are not only treating patients, they're helping demonstrate what is possible when cardiac procedures are performed in a cath lab that has replaced X-ray imaging with the advanced imaging of magnetic resonance. One of the most exciting developments of the year was the growing recognition that Imricor is not simply building a better catheter, we're building a platform. Our devices, our capital equipment and NorthStar mapping system are designed now to work together as a complete integrated ecosystem for interventional MR. That platform approach is what gives us the opportunity to expand beyond single procedure, beyond a single indication and ultimately beyond electrophysiology. The milestones achieved in 2025 were the result of many years of persistence. Imricor has been working towards this moment for nearly 2 decades. We've had to solve problems that others consider too difficult. We had to build new technology, clinical evidence, regulatory pathways and physician confidence often all at the same time. And that's hard work, but it also creates an enduring value. Importantly, we now enter a phase -- the next phase with a stronger balance sheet. And thanks to you, our shareholders, Imricor has the capital needed to execute from a position of strength. We intend to invest that capital wisely and with discipline. Our priorities are clear: strengthen our commercial capabilities, expand our installed base, advance our regulatory approvals, support our clinical trials and bring interventional MR to hospitals, clinics and patients around the world. The opportunity in front of us is significant. The electrophysiology market is very large and growing, and physicians are demanding better capabilities to improve patient care and increase efficiency, all the while they're trying to move -- remove themselves from X-ray radiation as part of their daily lives. Patients deserve this better treatment and medical personnel deserve a safe and efficient work environment. Imricor is uniquely positioned to deliver on that future. To our employees, thank you for your dedication and belief; to our physicians and hospital partners, thank you for your courage and leadership; to our board, thank you for your guidance; and to our shareholders, thank you again for supporting us as we work to transform the way cardiac procedures are performed. I believe we are standing at the threshold of a new era in medicine. Imricor's interventional MR or what we're calling IMR solution offers a very different future, a future with real-time visualization of anatomy and tissue characteristics, a future without ionizing radiation, future where physicians can see more, know more and do more for their patients. That is the future Imricor was created to bring to the world. And together, that is what we're doing. We are interventional MR. We are IMR. Now, ladies and gentlemen, we will work -- we will now turn to the formal business of the meeting. As mentioned previously, you may ask questions during -- online during the meeting via a speech bubble icon on your screen. If eligible to vote at this meeting, you may do so up until I close voting by clicking on the polling icon on your screen. If you've already sent in your proxy, voting instructions or voted by Internet or telephone before the meeting, your shares have already been voted accordingly. Therefore, stockholders do not need to vote today unless they are voting for the first time or want to change the previous vote. Voting is currently open for all items of business, and I'll provide you with a warning before I move to close voting. Prior commencement of the meeting -- prior to commencement of the meeting, valid votes have been received, representing approximately 40.9% of Imricor's issued capital or 131,335,382 shares of Class A common stock. As I stated in the proxy statement, I intend to vote all available undirected proxies in favor of all items. Ladies and gentlemen, a copy of the meeting notice and proxy statement, including the explanatory memorandum have been distributed or made available to all stockholders and CDI holders. If you do not have a copy with you, please be reminded that you can download these documents from the ASX website. I propose that these documents be taken as read. As required by the bylaws, a copy of the full register of stockholders is available for viewing at Imricor's place of business in Burnsville and at Imricor's registered address in Melbourne, Australia. You are encouraged, I should say, to make prior arrangements with either myself in the U.S. or with Kobe Li, Imricor's Company Secretary in Australia, should you like to view the register. Before we move to the agenda items, I'd like to address questions in relation to the presentation I made or any other business of the company. I'll defer questions on any items of the business until we come up to that particular item. I'll provide you now with a moment to ask your questions online. Are there any questions at this time?

There are no questions at this time.

Thank you. So we move to the first item of business, the election of a Class I Director, Mr. Mark Tibbles. I refer the stockholders and CDI holders to the explanatory memorandum for the details of Mr. Tibbles' background and experience. I ask you to consider and if thought fit to pass this resolution as a separate ordinary resolution that Mr. Mark Tibbles, being Director whose appointment as a director expires at the conclusion of the annual meeting of the company and being eligible offers himself for election to be elected as a Class I Director of the company. Are there any questions related to this resolution?

There are no questions at this time.

Thank you. I would like to point out that the laws of Delaware, where the company is domiciled, do not provide for casting a stockholder votes against certain types of resolutions, including the election of directors. As stated in the Notice of Meeting, the ASX has granted the company an appropriate waiver to enable the company to comply with these laws. The vote required to approve Item 1 is a for vote of the holders of a plurality of the voting power of the voting stock that is present or represented by proxy at the meeting and entitled to vote on such proposal. Prior to the commencement of the meeting, the company received combined direct and proxy votes as shown on your screen. I now put the resolution to the meeting and ask you to complete your voting. [Voting]

We will now move to the next item of business, the election of Class I Director, Mr. Aldo Denti. I refer stockholders and CDI holders to the explanatory memorandum for details of Mr. Denti's background and experience. I ask you to consider and if thought fit, to pass this resolution as a separate ordinary resolution. Mr. Aldo Denti being a Director whose appointment as a director expires at the conclusion of the annual meeting of the company and being eligible offers himself for election to be elected as a Class I Director of the company. Are there any questions related to this proposal?

There are no questions at this time.

Thank you. Prior to the commencement of the meeting, the company received the combined direct and proxy votes as shown on your screen. I now put the resolution to the meeting and ask you to complete your voting. [Voting]

Now we'll move to the next item of business, the approval of the 2019 Equity Incentive Plan and increase in reserved shares. We refer stockholders and CDI holders to the explanatory memorandum for more details about this resolution. I ask you to consider and if thought fit to pass this resolution as a separate ordinary resolution for the purposes of Section 19.2 of the plan defined below exception 13 of ASX Listing Rule 7.2 and for all other purposes, the stockholders approve the issue of equity securities under the company's 2019 Equity Incentive Plan within 3 years from the date of this passing -- the passing of this resolution as an exception to the ASX Listing Rule 7.1 and increase to the aggregate number of shares of Class A common stock that may be issued pursuant to awards under the plan and an amendment to the calculation of the annual increase, the maximum number of shares available for issuance under the plan upon exercise of incentive stock options. Consequentially, amendments to the plan to reflect items. Are there any questions in relation to this resolution?

There are no questions at this time.

Thank you. Prior to the commencement of the meeting, the company received combined direct and proxy votes as shown on your screen. I now put the resolution to the meeting and ask you to complete your voting. [Voting]

As the next item involves the proposal of grants of options to me, I'll hand the chair to Mr. Mark Tibbles, who is the Chair of the Remuneration and Nomination Committee.

Thanks, Steve. Ladies and gentlemen, the next item of business relates to the grant of options to Steve Wedan, Chief Executive of the company. Details of this option grant are set out in the explanatory memorandum. I ask you to consider, and if thought fit, to pass this resolution as a separate ordinary resolution that for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the company to grant 422,719 options to purchase shares as a long-term incentive to the Chief Executive Officer of the company, Mr. Steve Wedan, under the company's 2019 Equity Incentive Plan as described in and on the terms and conditions set out in explanatory memorandum. Are there any questions in relation to this resolution?

There are no questions at this time.

Thank you. Prior to the commencement of the meeting, the company received combined direct and proxy votes as shown on your screen. I now put the resolution to the meeting and ask you to complete your voting. [Voting]

Thank you, ladies and gentlemen. I will now hand back to Steve to resume as Chair of the meeting.

Thanks, Mark. We'll now move to the next item of business, the grant of restricted stock award to Nonexecutive Director, Mr. Peter McGregor. Details of this restricted stock grant are set out in the explanatory memorandum. I ask you to consider and if thought fit to pass this resolution as a separate ordinary resolution that for the purpose of ASX Listing Rule 10.14 and for all other purposes, approval is given for the company to grant restricted stock award to Mr. Peter McGregor, Nonexecutive Director of the company, under the plan as described in and on the same terms and conditions set out in the explanatory memorandum. Are there any questions in relation to this resolution?

There are no questions at this time.

Thank you. Prior to the commencement of the meeting, the company received the combined direct and proxy votes as shown on your screen. So I now put the resolution to the meeting and ask you to complete your voting. We'll move on now to the next item of business, grant of restricted stock award to Nonexecutive Director, Ms. Anita Messal. Details of this restricted stock grant are set out in the explanatory memorandum. I ask you to consider and if thought fit to pass this resolution as a separate ordinary resolution that for the purposes of ASX Listing Rule 10.14 and for all other purposes approval is given for the company to grant a restricted stock award to Ms. Anita Messal, Non-Executive Director of the company, under the plan as described in and on the same terms and conditions set out in the explanatory memorandum. Are there any questions in relation to this resolution?

There are no questions.

Thank you. Prior to the commencement of the meeting, the company received the combined direct and proxy votes as shown on your screen. So I'll now put the resolution to the meeting and ask you to complete your voting. [Voting]

We'll now move to the next item of business, the grant of restricted stock awards to Non-Executive Director, Mr. Mark Tibbles. The details of this restricted stock grant are set out in the explanatory memorandum. I ask you to consider and if thought fit to pass the following resolution as a separate ordinary resolution that subject to Item 1 being approved for the purpose of ASX Listing Rule 10.14 and for all other purposes, approval is given for the company to grant a restricted stock award to Mr. Mark Tibbles, Nonexecutive Director of the company, under the plan as described and on the same terms and conditions set out in the explanatory memorandum. Are there any questions in relation to this resolution?

There are no questions.

Great. Thanks. Prior to the commencement of the meeting, the company received the combined direct and proxy votes as shown on your screen. And so I now put the resolution to the meeting and ask you to complete your voting. [Voting]

And we now move to the next item of business, the grant of restricted stock award to Nonexecutive Director, Mr. Aldo Denti. Details of this restricted stock grant are set out in the explanatory memorandum. I ask you to consider and if thought fit to pass this resolution as a separate ordinary resolution that subject to Item 2 being approved and for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given to the company to grant a restricted stock award to Mr. Aldo Denti, Non-Executive Director of the company under the plan as described in and on the same terms and conditions set out in the explanatory memorandum. Are there any questions in relation to this resolution?

There are no questions.

Thank you. Prior to the commencement of the meeting, the company received the combined direct and proxy votes as shown on your screen. I'll now put the resolution to the meeting and ask you to complete your voting. [Voting]

Now we'll move to the final item of business, ratification of the appointment of BDO USA P.C. as an independent registered public accounting firm. Details in relation to this resolution are set out in the explanatory memorandum. I ask you to consider and if thought fit, to pass this resolution as a separate ordinary resolution that the stockholders ratify and approve the appointment of BDO USA P.C. as the company's independent registered public accounting firm for the year ending 31 December 2026. Are there any questions in relation to this resolution?

There are no questions.

Thank you. Prior to the commencement of the meeting, the company received the combined direct and proxy votes as shown on your screen. I'll now put the resolution to the meeting and ask you to complete your voting. Ladies and gentlemen, that concludes our items of business. Are there any further questions at this time?

There are no questions at this time.

So shortly, I'll close the voting system. Please ensure that you have cast your vote on all resolutions, and so I'll pause now for 90 seconds, which is going to seem like a very long time to allow you to finalize those votes. [Voting]

Thank you, everyone. Voting is now closed. The voting results will be released to the ASX later today. I thank you for taking the time to join the Board to meet today. Your ongoing support is greatly appreciated, and we look forward to sharing the next exciting phase of Imricor's journey with you all. Have a good rest of your day.

This concludes the meeting. You may now disconnect.