Kane Biotech Inc. (KNE) Earnings Call Transcript & Summary

Will now come to order. My name is John Coleman. I am the Lead Independent Director of the Board of Kane Biotech. I would like to welcome all shareholders and guests to the 2026 Annual and Special Meeting of the Shareholders of Kane Biotech, Inc. I will act as Chair of the meeting, and Ray Dupuis will act as Secretary of the meeting. Ms. Kristine Calesso, and Ms. [ Natalie Sanchez-Jamenez ] of TSX Trust Company are acting as scrutineers for this meeting. The notice calling this meeting was mailed to all shareholders of record on May 8, 2026, in accordance with the corporation's bylaws and applicable securities laws. Will the scrutineer please submit the report on shareholder attendance and proxies received? I believe you might be muted.

That's -- John, you read out the scrutineer.

Sorry, I just read it. Sorry. I thought the scrutineer was reading that. My apologies. Scrutineer's report is as follows: the number of shareholders present in person or by proxy is 33. The number of shares represented is 83,622,028, representing approximately 45.98% of the corporation's issued and outstanding common shares entitled to vote at this meeting. I hereby adopt the scrutineer's report. Notice having been duly given and quorum being present in accordance with the corporation's bylaws and the Canadian Business Corporations Act, I hereby declare this meeting duly constituted for the transaction of business. The next item of business is the presentation of the corporation's audited financial statements for the fiscal year ended December 31, 2025, together with the independent auditor's report. These documents have been reviewed by the Audit Committee, approved by the Board of Directors and made available to all shareholders in accordance with the applicable securities laws and TSX Venture Exchange requirements. Are there any questions or comments regarding the financial statements or the auditor's report? Hearing none, we will proceed with the next item of business. In accordance with the corporation's bylaws, the number of directors has been fixed by a resolution of the Board at 6 directors. The following individuals have been nominated to serve as directors of Kane Biotech, Inc. to hold office until the next Annual Meeting of Shareholders or until their successors are duly elected or appointed: Dr. John Coleman, Ms. Anne Greven, Dr. Robert Huizinga, Dr. David Kideckel, Mr. Shameze Rampertab and Mr. Philip Renaud. As no additional nominations were received, I will now ask a motion be put forward to elect the slate of directors as presented.

I move that Dr. John Coleman, Ms. Anne Greven, Dr. Robert Huizinga, Dr. David Kideckel, Mr. Shameze Rampertab and Mr. Philip Renaud be elected as directors of the corporation to hold office until the next Annual Meeting of Shareholders or until their successors are duly elected or appointed.

Thank you. Do I have a seconder?

I second the motion.

All those in favor of the resolution, please signify by raising your hand. All opposed? Any abstentions? The motion is carried. The directors of Kane Biotech, Inc. have been duly elected. The next item of business is the appointment of the corporation's auditors for the fiscal year. I will now ask that a motion be put forward regarding the appointment of auditors for the fiscal year.

Be it resolved that MNP LLP Chartered Accountants of Winnipeg, Manitoba be appointed as auditors of Kane Biotech, Inc. to hold office until the next annual meeting or until their successors are duly appointed and that the Board of Directors be authorized to fix the auditor's remuneration.

Do I have a seconder?

I second the motion.

All those in favor of the resolution, please signify by raising your hand. All those opposed? Any abstentions? I declare MNP LLP appointed as auditors of the corporation. The next item of business is the approval of the corporation's fifth amended and restated performance and restricted share unit plan referred to as the amended and restated PRSU plan. The amended and restated PRSU plan was approved by the Board of Directors on May 8, 2026, and is described in the corporation's management information circular dated May 8, 2026. It provides for a maximum number of common shares reserved for issuance equal to 10% of the total issued and outstanding common shares of the corporation as of the date of the approval of the amended and restated PRSU plan by the Board, representing 18,185,656 common shares. This resolution is subject to the acceptance of the amended and restated PRSU plan by the TSX Venture Exchange. I will now ask for a motion to be put forward regarding the approval of the corporation's fifth amended and restated PRSU plan.

Be it resolved as an ordinary resolution of the shareholders of Kane Biotech, Inc. that the corporation's fifth amended and restated performance and restricted share plan, the amended and restated PRSU plan as described in the corporation's information circular dated May 8, 2026, including the reservation for issuance under the amended and restated PRSU plan of 18,185,656 common shares being 10% of the issued and outstanding common shares of the corporation as of the date of the approval of the amended and restated PRSU plan by the Board of Directors of the corporation, the Board be and is hereby ratified, confirmed and approved subject to the acceptance of the amended and restated PRSU plan by the TSX Venture Exchange, the exchange. The Board be authorized in its absolute discretion to administer the amended and restated PRSU plan and amend or modify the amended and restated PRSU plan in accordance with its terms and conditions and with the policies of the exchange and any one director or officer of the corporation be and is hereby authorized and directed to do all such acts and things and to execute and deliver under the corporate seal of the corporation or otherwise, all such dates, documents, instruments and assurances as in his opinion may be necessary or desirable to give effect to the foregoing resolutions, including, without limitation, making any changes to the amended and restated PRSU plan required by the exchange or applicable security regulatory authorities and to complete all transactions in connection with the administration of the amended and restated PRSU plan.

Do I have a seconder?

I second the motion.

Is there any discussion? All those in favor of the resolution, please signify by raising your hand.

All those opposed?

Any abstentions? I now declare that the ordinary resolution approving the corporation's fifth amended and restated performance and restricted share unit plan has been duly passed by the shareholders of Kane Biotech, Inc., subject to the final acceptance by the TSX Venture Exchange. The next item of business is the approval of the corporation's fourth amended and restated stock option plan referred to as the amended and restated stock option plan. The amended and restated stock option plan was approved by the Board of Directors on May 8, 2026, and is described in the corporation's management information circular dated May 8, 2026. It provides for a maximum number of common shares reserved for issuance equal to 10% of the total issued and outstanding common shares of the corporation as of the date of the grant. As of today's date, this represents 20,505,656 common shares based on 205,056,565 shares currently outstanding. This resolution is subject to the acceptance of the amended and restated PRSU plan by the TSX Venture Exchange. I will now ask that a motion be put forward regarding the approval of the corporation's fourth amended and restated stock option plan, be it resolved as an ordinary resolution of the shareholders of Kane Biotech, Inc., that the corporation's fourth amended and restated stock option plan, the amended and restated option plan as described in the corporation's information circular dated May 8, 2026, including the reservation for issuance under the amended and restated option plan at any time of 10% of the issued and outstanding common shares of the corporation be and is hereby ratified, confirmed and approved, subject to the acceptance of the amended and restated option plan by the TSX Venture Exchange, the Exchange. The Board of Directors of the corporation be authorized in its absolute discretion to administer the amended and restated option plan and amend or modify the amended and restated option plan in accordance with its terms and conditions and with the policies of the exchange. And any one director or officer of the corporation be and is hereby authorized and directed to do all such acts and things and to execute and deliver under the corporate seal of the corporation or otherwise, all such deeds, documents, instruments and assurances as in his opinion may be necessary or desirable to give effect to the foregoing resolutions, including, without limitation, making any changes to the amended and restated option plan required by the exchange or applicable securities regulatory authorities and to complete all transactions in connection with the administration of the amended and restated option plan. Thank you. Do I have a seconder?

I second the motion.

Is there any discussion or questions regarding the amended and restated stock option plan? All those in favor of the resolution, please signify by raising your hand. All those opposed? Any abstentions? I declare that the ordinary resolution approving the corporation's fourth amended and restated stock option plan has been duly passed by the shareholders of Kane Biotech, Inc., subject to the final acceptance by the TSX Venture Exchange. Is there any other business to bring before the meeting? Hearing none, may I have a motion to conclude the meeting?

I move that the meeting be concluded.

Do I have a seconder?

I second the motion.

All those in favor of the motion, please signify by raising your hand. All those opposed? Any abstentions? There being no further business, I now declare the Annual and Special Meeting of the Shareholders of Kane Biotech, Inc. formally closed. Having concluded the meeting, I would now like to invite Dr. Huizinga to share an update.

Thanks, Dr. Coleman, for the opportunity. Thanks to the shareholders who are here present on this call. We appreciate not only your attendance, but your input into the company. And as you know, I took on this role just over a year ago. And when companies reset, there's a temptation to describe a change in slogan, a change in the website, and I prefer to look at it more as a change in outcomes. So over the past year, Kane Biotech has taken deliberate steps to become a more focused and execution-driven company. We sharpened our strategic priorities. We strengthened our corporate governance, and we concentrated the organization around building a clinically credible and commercially scalable wound care business anchored by revyve. Now this transformation is grounded in the simple urgent reality. Chronic wounds remain one of the most preventable and costly failures in health care. Patients do not suffer because we lack dressings or antibiotics. They suffer because too often the underlying drivers of chronic infections, including biofilms are not addressed effectively. Many years ago, in nephrology practice, I saw how quickly diabetic wounds can move from not healing to irreversible, and that experience continues to inform the seriousness by which I approach this work. So this past year was about building a foundation that can support sustainable value creation. We tightened our operating model. We aligned resources with priority execution areas, and we reinforced oversight and accountability at the Board level. This goal was not merely just to reduce costs. It was to create an organization capable of scaling responsibly as commercialization accelerates. In wound care, adoption follows credibility. And over the past year, Kane has continued to invest in scientific dissemination, including peer-reviewed publications and publications at leading peer-reviewed clinical forums. This matters because commercial partners, health care systems and clinicians require evidence that a solution is both effective and practical within real-world workflows. And so our objective is to position revyve as an evidence-based platform that addresses clinical pain points, microbial burden, biofilm, ease of application removal and the operational realities addressing changes. A durable wound care business requires a platform approach. And over the past year, Kane advanced regulatory and quality initiatives that expand the revyve portfolio and reinforce operational readiness. And these milestones are important, not only for product breadth, but because they strengthen confidence amongst distributors, clinicians and potential strategic partners. So if the first phase was validation, this next phase is execution. This year, Kane restarted commercial efforts and rebuilt the go-to-market approach with scalability in mind, a multichannel model, nonexclusive distribution and sales coverage required to drive adoption. And we're focused on creating repeatable demand, not onetime shipments. We're going to do that by winning clinician trust and making the product easy to procure and use. And that requires strategy, and our strategy is clear. Credibility leads to access. Access leads to adoption. Adoption leads to recurring revenue and executing on that strategy requires working capital, particularly for inventory, sales coverage and channel support. And accordingly, as you may know, we just completed the process of raising funds through a non-brokered private placement. This overprescribed placement will be used to deploy capital towards activities that translate most directly into adoption and repeat purchasing while maintaining operating discipline. So as you review the accompanying year-end financial statements and MD&A, I'd encourage you to view them in the context of this transition, a company that has rebuilt its foundation and is positioning for execution. Our priorities ahead remain consistent and measurable. We must expand and support sales and distribution coverage. We must continue to publish and present data at clinical and scientific forums. We must simplify procurement pathways to accelerate clinician access. And finally, we must maintain disciplined operating management as commercialization scales. To our long-standing shareholders, including those of you who are on the call, thank you for staying with us through a demanding reset. And to the new shareholders who I've been talking to the last half year along with Ray Dupuis and just joined our story, welcome. We will continue to communicate transparency as we execute towards those goals.

Thanks, Dr. Coleman.

Apologies. Thank you, Robert, and everyone, for joining us today. Goodbye.