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

Hello, and welcome to the 2024 OncoCyte Corporation Annual Meeting of Shareholders. Please note that this meeting is being recorded. [Operator Instructions] It is now my pleasure to now turn the meeting over to Andrew Arno. Andrew, the floor is yours.

Good morning. On behalf of OncoCyte Corporation, I would like to thank you for participating in our 2024 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, Andrew. I would like to start by introducing the other members of our Board of Directors who are in attendance. Andrew J. Last and Louis E. Silverman. Members of management who are in attendance include Andrea James, our Chief Financial Officer; and Peter Hong, our General Counsel and Corporate Secretary, who will serve as the Secretary of this annual meeting. Our Inspector of Election, Yogita Ramnarayan, who is a representative of AST is also in attendance, as are representatives from our independent public accounting firm, Marcum LLP. It is now 10:01 a.m. Pacific Time and in accordance with the notice of this annual meeting, I call the OncoCyte Corporation 2024 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.

This is [ Yogita Ramnarayan ] of AST. The notice of the Annual Meeting of Shareholders and proxy statement were mailed on May 2, 2024, to all shareholders of record as of April 29, 2024, by AST. AST has provided the company with the affidavit of -- affidavit certifying the mailing. As of April 29, there were 13,364,637 shares of OncoCyte common shares -- common stock, my apologies, no par value issued and outstanding, which constitutes the only class of OncoCyte voting securities outstanding. For the required quorum, the holders of the majority of 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 6,682,319. For 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 the Inspector of Election and will tally the votes.

Thank you, Yogita. 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 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, June 28, 2024, 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 4 directors to serve on the Board of Directors until the Annual Meeting of Shareholders to be held in 2025 and until their respective successors have been duly elected and qualified: Joshua Riggs, Andrew Arno, Andrew J. Last and Louis E. Silverman. The Board recommends a vote for each of the director nominees. Voting will continue after all 3 proposals have been presented. We will now move on to the second proposal. Ratification of independent registered public accounting firm. The second matter of business to be conducted is the proposal to ratify the selection of Marcum LLP, as our independent registered public accountants for the fiscal year ending December 31, 2024. The Board recommends a vote for this proposal. Voting will continue until the final proposal has been presented. We will now move on to the third proposal. Advisory vote to approve named executive officer compensation. The third matter of business to be conducted as a proposal to approve on a non-binding advisory basis, our named executive officer compensation for fiscal year 2023. Our shareholders are being asked to approve the following resolution: resolve that the compensation paid to the company's named executive officers as disclosed in the proxy statement, pursuant to the compensation disclosure rules of the Securities and Exchange Commission is hereby approved. The Board recommends a vote for this proposal. We'll now pause for 30 seconds. [Voting]

Now that all 3 proposals have been presented, I declare the polls for each matter to be voted upon during this annual meeting closed at 10:07 a.m. today, June 28, 2024, and direct the Inspector of Election to tabulate the results. While the Inspector of Election is counting the votes, we will pause to review whether there are any questions pertaining to the business of this annual meeting that have been submitted by shareholders. Okay. 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 Marcum LLP, as our independent registered public accountant for the fiscal year ending December 31, 2024. 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 2023. The Inspector of Election will furnish to secretary of 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 the proposals voted upon at this meeting. This concludes the formal business of the annual meeting. This meeting is now adjourned. Thank you so much for your time today and for your continued support of OncoCyte Corporation.