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

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

Thanks, Lishan. First, until the polls are closed towards the end of the meeting, you'll have an opportunity to vote through the webcast platform. I you wish the 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 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 lead to the right of the text box for submitting questions. With those matters addressed, we will now proceed the substantive portion of the meeting. Mr. Schwartz, please present the affidavit of mailing.

I present the affidavit sworn to by Cornelius Cox of Continental Stock Transfer & Trust Company, showing that the notice of Internet availability of proxy materials was mailed on May 1, 2023, to all stockholders of record at the close of business on April 25, 2023.

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, 2023, 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, 2023, there were 43,725,703 shares of common stock which were outstanding and eligible to vote. The 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 polls are now open. The first order of business is to elect 2 members of the Board as Class B directors to hold office until the third succeeding annual meeting and until their respective successors are duly elected and qualified. Management nominates Ronald M. Sparks and Dr. James L. Cox for reelection as Class B 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 Mr. Sparks and Dr. Cox, which is sufficient to elect them as directors.

The second order of business is to consider and vote upon 2 separate proposals to amend the company's certificate of incorporation. The first proposal is to amend the company's Certificate of Incorporation to incorporate new Delaware law provisions regarding officer [exculpation]. The second proposal is to amend the company's certificate of incorporation to increase the total number of shares of common stock the company is authorized to issue by 100 million shares from 100 million shares to 200 million shares. The amendments and the proposals 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 these matters through the webcast platform. Inspector, please announce the preliminary results on these matters.

Based on the preliminary vote tallies, a majority of the shares entitled to vote on each proposal was voted in favor of such proposal, which is sufficient for each proposals approval.

The third order of business is to consider and vote upon 2 separate proposals to approve for the purposes of NASDAQ Listing Rules [through] 5635, the issuance of shares of the company's stock. The first proposal is to approve the issuance of shares of the company's common stock under the senior secured convertible notes sold by the company in a private offering in March 2023. The second proposal is to approve the issuance of shares of the company's common stock under the Series A convertible preferred stock sold by the company in a private offering commenced in March 2023. The issuances 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 proxy. Stockholders who are present may vote on these matters through the webcast platform. Inspector, please announce the preliminary results on these matters.

Based on the preliminary vote tallies, a majority of the shares present and entitled to vote on each proposal was voted in favor of such proposal, which is sufficient for each proposals approval.

The fourth order of business is to consider and vote upon a proposal to ratify the appointment of Marcum LLP as the company's independent registered certified public accounting firm for the year ending December 31, 2023. 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 majority of the shares present and entitled to vote on this proposal 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 vote tallies 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 for your attendance at the meeting. As a reminder, you may submit questions for us or our auditors through the question 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.