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

Hello, and welcome to the 2024 OncoCyte Corporation Special 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. Andrew, the floor is yours.

Thank you. Good morning. On behalf of OncoCyte Corporation, I would like to thank you for participating in our 2024 Special 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 special meeting. We are hosting the meeting virtually, which allows our shareholders to listen -- 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, you should be able to see on your screen. I've 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 as a company -- on the company's Board of Directors.

Thank you, Andy. I would like to start by introducing the other members of our management who are in attendance. Andrea James, our Chief Financial Officer; and Peter Hong, our General Counsel and Corporate Secretary, who will serve as the Secretary of the special meeting. Our Inspector of Election, Chris Hall, who is a representative of EQ is also in attendance. It is now 10:01 a.m. Pacific Time and in accordance with the notice of the special meeting, I call the OncoCyte Corporation 2024 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 September 27, 2024 to all shareholders of record as of September 16, 2024 by EQ. EQ has provided the company with an affidavit certifying the mailing. As of September 16, 2024, there were 13,374,109 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 a 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 a quorum at this special meeting, therefore, is 6,687,055 million, from a count of the shares present virtually or in person or by proxy 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 enter set forth in the Notice of Special Meeting of Shareholders, please allow me to cover some procedural points. First, you were 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 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 left side of your screen. Questions that do not pertain to the business of this 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 from each matter to be voted on at this meeting open today October 11, 2024 at 10:04 a.m. You may vote until the polls are closed. Proposal 1. Today, we will be voting on 2 proposals described in the proxy statement. The first matter of business should be conducted is a proposal to approve the amendment and restatement of our 2018 incentive plan -- equity incentive plan as described in the proxy statement. The Board recommends a vote for this proposal. Voting will continue after both 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 approve an adjournment of the special meeting in the event the quorum is not achieved. The Board recommends a vote for this proposal. However, as noted above, it has been determined that we have a quorum for the special meeting. Accordingly, the special meeting will not be adjourned to a later date regardless of the results of the voting for this proposal. [Voting]

Now that all the proposals have been presented, I declare the polls for each matter voted upon during this meeting -- during the special meeting closed at 10:06 a.m. today, October 11, 2024. And direct the inspector of elections to tabulate the results. While the inspector of election is counting the votes, we will pause to review whether any questions pertaining to the business of this special 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 elections that on the first proposal, a majority of the shares of common stock represented virtually or by proxy at this meeting have been voted to approve the amendment and restatement of our 2018 equity incentive plan. And as described in our proxy statement and required quorum is present. And on the second proposal, a majority of the shares or common stock represented virtually or by proxy at this meeting have been voted to approve an adjournment of the meeting in the event a quorum is not achieved and the required quorum is present. As noted above, however, it has been determined that we have a quorum for the special meeting, so the special meeting will not be adjourned to a later date. The inspector of election will furnish the secretary of the 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 the special meeting. This meeting is adjourned. Thank you again for your time and your continued support of the OncoCyte Corporation.