Insight Molecular Diagnostics Inc. (IMDX) Earnings Call Transcript & Summary

Hello, and welcome to the 2023 OncoCyte Corporation Annual Meeting of Shareholders. Please note that this meeting is being recorded. [Operator Instructions] It is my pleasure to now turn the meeting over to Andrew Arno. Mr. Arno, the floor is yours.

Good morning. On behalf of OncoCyte Corporation, I would like to thank you for participating in our 2023 Annual Meeting of Shareholders. I am Andrew Arno, Chairman of the Board of Directors. In accordance with the company's bylaws, I will be presiding over this annual meeting. We are hosting the meeting virtually, which allows our shareholders to attend and listen to the meeting live, submit questions and vote their shares electronically. As Chairman of this meeting, I have set the agenda, which you should be able to see on your screen. I have also set certain meeting procedures and rules of conduct, which you can access by clicking on the documents icon on the top left side of your screen. At this time, I'd like to introduce our President and Chief Executive Officer, Joshua Riggs, who also serves on the company's Board of Directors.

Thank you, Andy. I would like to start by introducing the other members of our Board of Directors who are in attendance. Alfred D. Kingsley; Andrew J. Last; Louis E. Silverman; as well as Jennifer Levin Carter; and John Peter Gutfreund, who are not standing for reelection. We would like to thank Dr. Carter and Mr. Gutfreund for their service on the Board of Directors and valuable contributions to the company during their time as directors. Peter Hong, our General Counsel and Corporate Secretary, will serve as the Secretary of this annual meeting. Our Inspector of Election, [ Chris ] Hall, who is a representative of AST, is also in attendance as our representatives from our independent public accounting firm, WithumSmith and Brown, PC. It is now 10:02 a.m. Pacific Time. And in accordance with the notice of this annual meeting, I call the OncoCyte Corporation 2023 Annual Meeting of Shareholders to order. I now call upon our Inspector of Election to discuss some of the procedural matters in connection with this meeting.

The notice of Annual Meeting of Shareholders and proxy statement were mailed on May 24, 2023, to all shareholders of record as of April 24, 2023, by AST. AST has provided the company with an affidavit certifying the mailing. As of April 24, 2023, there were 164,607,280 shares of OncoCyte common stock, no par value issued and outstanding, which constitutes the only class of Oncotype voting securities outstanding. For the required quorum, the holders of a majority of the outstanding shares of common stock entitled to vote at this annual meeting must be present whether in person, virtually or by proxy. The number of shares constituting a quorum at this annual meeting, therefore, is 82,303,641. From account of the shares present virtually or in person or by proxies received by the company, it has been determined that we have a quorum for this annual meeting. I have been appointed as Inspector of Election and will tally you the votes.

Thank you, Chris. Before acting upon the matters set forth in the notice of Annual Meeting of Shareholders, please allow me to cover some procedural points. First, you are able to vote at any time during this meeting until we close the polls by clicking the proxy voting site link on the left side of your screen. If you voted in advance of this meeting, you do not need to vote again unless you wish to change your earlier vote. Second, in the event of any technical difficulties before the formal adjournment of this meeting, we will temporarily adjourn and reconvene in accordance with our bylaws. Third, at the end of this meeting, each shareholder will be provided the opportunity to submit up to 2 questions pertaining to the business of this meeting by clicking on the messaging icon at the top of the left side of your screen. Questions that do not pertain to the business of the meeting will not be answered. Please reference our meeting procedures and rules of content prior to submitting any questions. We will now proceed with the formal business of this meeting. I declare the polls for each matter to be voted on at this meeting open today, June 23, 2023 at 10:04 a.m. You may vote until the polls are closed. Election of directors. Today, we'll be voting on the 3 proposals described in the proxy statement. The first matter of business to be conducted is the proposal to elect the following 5 directors to serve on the Board of Directors until the Annual Meeting of Shareholders to be held in 2024 and until their respective successors have been duly elected and qualified. Joshua Riggs, Alfred D. Kingsley, Louis E. Silverman, Andrew Arno and Andrew J. Last. The Board recommends a vote for each of the director nominees. Voting will continue until after all 3 proposals have been presented. We will now move on to the second proposal. The ratification of independent registered public accounting firm. The second matter of business to be conducted is the proposal to ratify the selection of WithumSmith and Brown, PC as our independent registered public accountants for the fiscal year ending December 31, 2023. The Board recommends a vote for this proposal. Voting will continue until after the final proposal has been presented. And we will now move on to the third proposal. The advisory vote to approve named executive officer compensation. The third matter of business to be conducted as a proposal to provide -- I'm sorry, sorry, is the proposal to approve on a non-binding advisory basis, our named executive officer compensation for fiscal year 2022. Our shareholders are being asked to approve the following resolution: resolved that the compensation paid to the company's named executive officers as discussed in this proxy statement, pursuant to the compensation disclosure rules of the Securities Exchange Commission is hereby approved. The Board recommends a vote for this proposal. And now we'll pause in any [ official ] votes through the meeting portal. [Voting]

Okay. Closing of the polls. Now that all 3 proposals have been presented, I declare to the polls of each matter voted upon during this annual meeting closed at 10:07 a.m. today, June 23, 2023 and direct the Inspector of Election to tabulate the results. While the election -- the Inspector of Election is counting the votes, we will pause for you whether any questions pertaining to the business of this annual meeting have been submitted by shareholders. As there are no questions, we will now report the voting results. Please note that the results are preliminary. I have been advised by the Inspector of Election that on the first proposal, the majority of the shares of common stock represented in voting virtually or by proxy of this meeting have been voted to elect each of the director nominees, and these shares also constitute at least a majority of the required quorum. On the second proposal, the majority of the shares of common stock represented at the meeting have been voted to ratify the appointment of WithumSmith and Brown, PC as our independent registered public accountants for the first -- for the fiscal year ending December 31, 2023. On the third proposal, a majority of the shares of common stock represented at the meeting have been voted to approve on a non-binding advisory basis, our named executive officer compensation for fiscal year 2022. The Inspector of Election will furnish this after this annual meeting with a written report of the vote count with respect to the matters voted on today. We intend to file a current report on Form 8-K with the SEC to announce the final voting results of these proposals voted upon at this meeting. This concludes the formal business of the Annual Meeting. The meeting is adjourned. Thank you again for your time today and for your continued support of OncoCyte Corporation.