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

Hello, and welcome to the Insight Molecular Diagnostics Inc. Annual Meeting of Shareholders. Please note that this meeting is being recorded. [Operator Instructions] The meeting is about to begin.

Good morning. On behalf of Insight Molecular Diagnostics or IMDX, formerly known as OncoCyte Corporation, I would like to thank you for participating in our 2025 Annual Meeting of Shareholders. I am Andrew Arno, Chairman of the Board of Directors. And 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 of the 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, Chris Hall, who is a representative of Equiniti Trust Company is also in attendance, as are representatives from our independent registered public accounting firm, CBIZ CPAs P.C. It is now 10:02 a.m. Pacific Time. And in accordance with the notice of this annual meeting, I call the IMDX 2025 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 regarding the availability of proxy materials for the Annual Meeting of Shareholders were mailed beginning on or around May 16, 2025, to all shareholders of record as of May 12, 2025, by Equiniti. Equiniti has provided the company with an affidavit certifying the mailing of those proxy materials, which will be filed with the minutes of this meeting. As of May 12, 2025, there were 28,599,285 shares of IMDX common stock, no par value issued and outstanding, which constitutes the only class of IMDX 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 14,299,643. From a count 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 the inspector of election and will tally the votes.

Thank you. So our voting procedures. 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 the 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 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 at this meeting open today, June 27, 2025, at 10:04 a.m. Any shareholder wishing to cast a vote at this meeting should do so now as the polls will close in a few minutes. You may vote until the polls are closed. So proposal 1. Today, we will be voting on 4 proposals described in the proxy statement. The first matter of business to be conducted is the proposal to elect the 4 directors to serve on our Board of Directors until the Annual Meeting of Shareholders to be held in 2026 and until their respective successors have been duly elected and qualified or until their earlier death, resignation or removed. The directors will be elected by the affirmative vote of a majority of the shares of common stock represented and voted at the annual meeting. The director nominees are as follows: 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 until after all 4 proposals have been presented. We now move on to the second proposal. The second matter of business to be conducted is the proposal to ratify the selection of CBIZ CPAs P.C. as our independent registered public accountant for the fiscal year ending December 31, 2025. CBIZ acquired the attest business of Marcum LLP, our prior independent registered public accounting firm. The affirmative vote of a majority of shares of common stock represented at the annual meeting is required to ratify the selection of CBIZ to serve as the independent registered public accountants. The Board recommends a vote for this proposal. Voting will continue until after the final proposal has been presented. We now move on to the third proposal. The third matter of business to be conducted is the proposal to approve on a nonbinding advisory basis, our named executive officer compensation for the fiscal year ended December 31, 2024. Our shareholders are being asked to approve the following resolution: Resolve that the shareholders hereby approve on an advisory basis, the compensation paid to the company's named executive officers as disclosed in the proxy statement pursuant to the compensation disclosures rules of the Securities and Exchange Commission, including the compensation tables and the narrative discussion related thereto. The affirmative of the majority of the shares represented at the annual meeting is required to approve on an advisory basis, our named executive officer compensation for the fiscal year ended December 31, 2024. The Board recommends a vote for this proposal . Voting will continue until after the final proposal has been presented. We will now move on to the final proposal. The fourth final matter of business to be conducted is the proposal to approve an amendment to our amended and related 2018 equity incentive plan. To increase the number of shares of the company's common stock authorized for issuance under such plan by 1.5 million to a total of 3.8 million shares as described in the proxy statement. The affirmative vote of a majority of the shares of common stock represented at the annual meeting is required to approve the amendment. The Board recommends a vote for this proposal. Okay. I am now going to pause for 30 seconds for any additional votes through the meeting portal. [Voting]

Now that all the proposals have been presented, I declare the polls for each matter voted upon during this annual meeting closed at 10:09 a.m. today, June 27, 2025, 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 there are 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, a majority of the shares of common stock represented and voting virtually or by proxy at 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 voted to ratify the appointment of CBIZ CPAs P.C. as our independent registered public accountant for the fiscal year ending December 31, 2025. On the third proposal, a majority of the shares of common stock represented at the meeting have been voted to approve on a nonbinding advisory basis, our named executive officer compensation for the fiscal year ended December 31, 2024. And on the fourth proposal, the majority of the shares of common stock represented at the annual meeting have been voted to approve the amendment to our amended and restated 2018 equity incentive plan as described in our proxy statement. The Inspector of Election will furnish the Secretary of this annual meeting a written report of the vote count with respect to the matters voted on today. We intend to file our 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 adjourned. Thank you again for the time today and your continued support of Insight Molecular Diagnostics.