Lucid Diagnostics Inc. (LUCD) Earnings Call Transcript & Summary

I call the Annual Meeting of Stockholders of Lucid Diagnostics Inc. to order. I am Lishan Aklog, M.D., the Chairman and Chief Executive Officer of the company. Also present are Dennis M. McGrath, our Chief Financial Officer; Michael Gordon, our General Counsel; Ed Bechold and Jin Dong of Marcum, our auditors; Eric Schwartz of Graubard Miller, our outside counsel; and Mark Tumulty of Continental Stock Transfer & Trust Company, our transfer agent. Eric will act as the Secretary of the meeting. I hereby appoint Mark to act as the inspector of the meeting and request him to execute his oath of office. Eric, please attach the oath to the minutes of the meeting. As you all know, we are holding this meeting live via webcast. To help the meeting run smoothly, Mr. McGrath will now review a couple of housekeeping items before we begin.

First, until the polls are closed towards the end of the meeting, you'll have an opportunity to vote through the webcast platform. If you wish to vote, simply click on the voting link and follow the instructions. Voting through the webcast platform will revoke any previously delivered proxy. Second, during the meeting, you'll have the opportunity to submit questions to management and to our auditors. You may submit questions for us or our auditors through the questions pane in the webcast platform. We will review the questions to management and if appropriate, we'll respond to them after the meeting. Our auditors will review and respond to the questions directed at them. Third, those attending the meeting via the live webcast may also access a list of the certified stockholders of the company. The certified stockholder list can be accessed by clicking the link to the right of the text box for submitting questions.

With those matters addressed, we will now proceed to the substantive portion of the meeting. Eric, please present the affidavit of mailing.

I present the affidavit sworn to by Robert Zubrycki of Continental Stock Transfer & Trust Company, showing that the notice of Internet availability of proxy materials was mailed on May 4, 2022 to all stockholders of record at the close of business on April 25, 2022.

I order the affidavit to be filed in the minute book immediately following the minutes of this meeting.

I also present the list of stockholders of record as of the close of business on April 25, 2022 as certified by Continental Stock Transfer & Trust Company.

Will the inspector please report on the number of shares eligible to vote, the number present and the presence of a quorum.

As of the close of business on April 25, 2022, there were 37,932,536 shares of common stock were outstanding and eligible to vote, a majority of such shares are represented at this meeting by proxy or in person, which constitutes a quorum.

Legal notice of the meeting has been given and a quorum being present, the meeting is regularly and lawfully convened and ready to transact business. The first order of business is to elect 2 members of the Board of Directors as Class A directors to hold office until the third succeeding annual meeting and until their respective successors are duly elected and qualified. Management nominates Dr. Jacque J. Sokolov and Stanley N. Lapidus for reelection as Class A directors. Do we have a motion?

So moved.

I second the motion. Management has voted on behalf of the stockholders who have submitted proxies in accordance with the instructions set forth on their proxies. Stockholders who are present may vote on this matter through the webcast platform. Inspector, please announce the preliminary results on this matter.

Based on the preliminary vote tallies, a plurality of shares was voted for each of Dr. Sokolov and Mr. Lapidus, which is sufficient to elect them as directors.

The second order of business is to consider and vote upon a proposal to amend the 2018 Long-Term Incentive Equity Plan as follows: first, to increase the total number of shares of the company's common stock available under the plan by an additional 3,500,000 shares; second, to add an evergreen provision to automatically increase the number of shares available under the plan on January 1 of each year by an amount equal to 6% of the company's outstanding common stock as of December 31 of the preceding fiscal year or such lesser amount as is approved by the Board; and third, to remove the limit on grants to any one participant in any one calendar year, except for nonemployee directors. The amendment and proposal are more fully described in the proxy statement. Do we have a motion?

So moved.

I second the motion. Management has voted on behalf of the stockholders who have submitted proxies in accordance with the instructions set forth on their proxies. Stockholders who are present may vote on this matter through the webcast platform. Inspector, please announce the preliminary results on this matter.

Based on the preliminary vote tallies, more than 50% of the shares present and entitled to vote on this matter were voted in favor of the proposal, which is sufficient for its approval.

The third order of business is to consider and vote upon a proposal to approve the company's Employee Stock Purchase Plan, which included the following terms. First, it initially reserves 500,000 shares of the company's common stock for issuance pursuant to the terms of the ESPP. Second, it includes an evergreen provision to automatically increase the number of shares available under the ESPP on January 1 of each year by an amount equal to the lesser of 2% of the company's outstanding common stock as of December 31 of the preceding fiscal year, or such lesser amount as is approved by the Board, but in any event, not more than 1 million shares. The ESPP and the proposal are more fully described in the proxy statement. Do we have a motion?

So moved.

I second the motion. Management has voted on behalf of the stockholders who have submitted proxies in accordance with the instructions set forth on their proxies. Stockholders who are present may vote on this matter through the webcast platform. Inspector, please announce the preliminary results on this matter.

Based on the preliminary vote tallies, more than 50% of the shares present and entitled to vote on this matter were voted in favor of the proposal, which is sufficient for its approval.

The fourth order of business is to consider and vote upon a proposal to approve for the purposes of Nasdaq Rule 5635, the issuance of shares of the company's common stock under the common stock purchase agreement with CF Principal Investments LLC, an affiliate of Cantor Fitzgerald. The common stock purchase agreement provides for a $50 million committed equity facility. The transaction and the proposal are more fully described in the proxy statement. Do we have a motion?

So moved.

I second the motion. Management has voted on behalf of the stockholders who have submitted proxies in accordance with the instructions set forth on their proxies. Stockholders who are present may vote on this matter through the webcast platform. Inspector, please announce the preliminary results on this matter.

Based on the preliminary vote tallies, more than 50% of the shares present and entitled to vote on this matter were voted in favor of the proposal, which is sufficient for its approval.

The fifth order of business is to consider and vote upon a proposal to ratify the appointment of Marcum as the company's independent registered certified public accounting firm for the year ending December 31, 2022. Do we have a motion?

So moved.

I second the motion. Management has voted on behalf of the stockholders who have submitted proxies in accordance with the instructions set forth on their proxies. Stockholders who are present may vote on this matter through the webcast platform. Inspector, please announce the preliminary results on this matter.

Based on the preliminary vote tallies, more than 50% of the shares present and entitled to vote on this matter were voted in favor of the proposal, which is sufficient for its approval.

The items of business to be considered at this meeting are now completed. The polls are now closed. Based on the preliminary vote tallies, management's nominees have been elected as directors and the other proposals presented at the meeting have been approved. The exact tally will be publicly disclosed after the meeting in our public filings with the SEC. Once the final tallies are completed, I order that the report of the inspector be filed in the minute book immediately following the minutes of this meeting. Thank you all for your attendance at the meeting. As a reminder, you may submit questions for us or our auditors through the questions pane in the webcast platform. We will respond to appropriate questions after the meeting. I will now entertain a motion to adjourn the meeting.

So moved.

I second the motion. Meeting adjourned.