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

Hello, and welcome to the OncoCyte Special Meeting of Shareholders. Please note that this meeting is being recorded. [Operator Instructions] The meeting is about to begin.

Good morning. On behalf of OncoCyte Corporation, I would like to thank you for participating in our Special Meeting of Shareholders. I am Andrew Arno, Chairman of the Board of Directors. And in accordance with the company's bylaws, I will be presenting over this special meeting. As you may be aware, the special meeting was originally intended to be held on Friday, July 21, 2023. At the time the meeting was scheduled to be commenced, in accordance with the authority granted to me as Chairman and pursuant to applicable provisions of the company's bylaws, the special meeting was postponed before it was commenced and without any business being conducted to allow the company to time to solicit additional proxies with respect to the approval of the proposals. The company notified shareholders the postponement of the special meeting and the new date and time for this special meeting via the filing of a supplement to our proxy statement for the special meeting filed with the Securities and Exchange Commission on Friday, July 21, 2023. 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, Josh Riggs, who also serves on the company's Board of Directors.

Thank you, Andrew. I would like to start by introducing Peter Hong, our General Counsel and Corporate Secretary, who will serve as the Secretary of this special meeting. Our Inspector of Election, [ Chris Hall ], who is a representative of American Stock Transfer & Trust Company, LLC, or AST, is also in attendance. It is now 7:02 a.m. Pacific Time, and in accordance with the notice of this special meeting as subsequently postponed to this date and time, I call the OncoCyte Corporation Special 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 Special Meeting of Shareholders and proxy statement were mailed on July 10, 2023 to all shareholders of record as of June 28, 2023 by AST. AST has provided the company with an affidavit certifying the mailing. As of June 28, 2023, there were 164,821,077 shares of OncoCyte common stock, no par value issued in outstanding, which constitutes the only class of OncoCyte voting securities outstanding. For the required quorum, the holders of the majority of the outstanding shares of common stock entitled to vote at this special meeting must be present, whether in person, virtually or by proxy. The number of shares constituting the quorum at the special meeting, therefore, is 82,410,539. 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 special meeting. I have been appointed as the Inspector of Election and will tally the votes.

Thank you, [ Chris ]. Before acting upon the matters set forth in the notice of Special 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 two 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 meeting will not be answered. Please reference our meeting procedures and rules of conduct 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, July 24, 2023 at 07:05 a.m. You may vote until the polls are closed. Today, we will be voting on the 3 proposals described in the proxy statement. The first matter of business to be conducted is the proposal to grant our Board of Directors the authority to exercise its discretion to amend our Articles of Incorporation to effect the reverse stock split of our outstanding share of common stock. To regain compliance with the NASDAQ Stock Market's minimum bid price requirement in each of the following ratios at any time with 1 year after shareholder approval is obtained, once approved by the shareholders. The timing of the amendment and the specific reverse split ratios to be affected will be determined in the sole discretion of our Board. A, a 1-for-10 reverse stock split; b, a 1-for-15 reverse stock split; c, a 1-for-20 reverse stock split; or d, a 1-for-25 reverse stock split. The Board recommends a vote for this proposal. Voting will continue until after all 3 proposals have been presented. We will now move on to the second proposal. The second matter of business to be conducted is the proposal to grant our Board the authority to exercise its discretion at any time within 1 year after shareholder approval is obtained to amend our Articles of Incorporation to reduce the number of authorized shares of our common stock by a corresponding ratio to reverse stock split, if and only if the reverse stock split proposal is approved and implemented. The Board recommends a vote for this proposal. Voting will continue after the filing proposal has been presented and we will now move to the third proposal. The third matter of business to be conducted is the proposal to approve an amendment to our [ 2000 ] equity incentive plan to eliminate the limitation of the number of shares of our common stock that can be granted to any individual participant under the plan during any 1-year period. Our shareholders are being asked to approve the following resolutions. The Board recommends a vote for this proposal. [Voting]

Now that all 3 proposals have been presented, I declare the polls for each matter voted upon during the special meeting closed at 7:07 a.m. today, July 24, 2023, and direct the Inspector of Election to tabulate the results. While the Inspector of Election is counting the votes, we will pause to review are there any questions pertaining to the business of this special meeting have been submitted by shareholders. As there are no questions, I've been advised by the -- I'm sorry, we will now put the voting results. Please note that the results are preliminary. I've been advised by the Inspector of Elections that on the first proposal, the majority of the shares of common stock outstanding and entitled to vote at this meeting have been voted to approve granting our Board of Directors the authority to exercise its discretion to amend our Articles of Incorporation to affect reverse stock split of our outstanding shares of common stock to regain compliance with the NASDAQ Stock Market's minimum bid price requirement. Any of the following ratios at any time within 1 year after shareholder approval is obtained and once approved by the shareholders, the timing of the amendment and the specific reverse split ratio to the affect would be determined in the sole discretion of our Board. A, a 1-for-10 reverse stock split; b, a 1-for-15 reverse stock split; c, a 1-for-20 reverse stock split or d, a 1-for-25 reverse stock split. On the second proposal, a majority of the shares of common stock outstanding and entitled to vote at this meeting have been voted to approve granting our Board of Directors the authority to exercise this discretion at any time within 1 year after shareholder approval is obtained to amend our Articles of Incorporation to reduce the number of authorized shares of our common stock by a corresponding ratio to reverse stock split, if and only if the reverse stocks split proposal is approved and implemented. On the third proposal, the majority of the shares of common stock outstanding and entitled to vote at this meeting have been voted to approve the amendment of our 2018 equity incentive plan. To eliminate the elimination on the number of shares of common stock that can be granted to any individual participant under the incentive plan during any 1-year period. The Inspector of Elections will furnish this special meeting with a written report of the vote count with respect to 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 the proposals voted upon at this meeting. This concludes the formal business of this meeting. This meeting is adjourned. Thank you again for your time and for your continued support of OncoCyte Corporation.