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

I call the Annual Meeting of Stockholders of Lucid Diagnostics, Inc. to order. I am Dr. Lishan Aklog, our Chairman and Chief Executive Officer. Also present are Dennis M. McGrath, our Chief Financial Officer; Michael Gordon, our General Counsel; Matt Riley, our Director of Investor Relations; Jin Dong of Marcum, our auditors; Eric Schwartz of Graubard Miller, our onsite Counsel; and Alwyn Burton of Continental Stock Transfer & Trust Company, our transfer agent. Mr. Schwartz will act as Secretary of the meeting. In addition, I hereby appoint Mr. Burton to act as the inspector of the meeting and request him to execute his oath office. 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 rest smoothly, and Mr. Gordon will now review a couple of housekeeping items before we begin.

First, until the polls are closed toward the end of the meeting, you will 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 will 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 the 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 certified list of our stockholders. The certified list of stockholders 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 a substantive portion of the meeting. Mr. Schwartz, please present the affidavit of mailing.

I present the affidavits sworn to by [ Amanda Ramnath ] of Continental Stock Transfer & Trust Company, showing that the notice of Internet availability of proxy materials was mailed on June 6, 2024 to all stockholders of record at the close of business on May 29, 2024.

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 May 29, 2024, 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, May 29, 2024, there were 52,417,998 shares of common stock outstanding and eligible to vote. In addition, there were 55,919 shares of Series B and Series B-1 preferred stock outstanding and eligible to vote which represented the right to vote an equivalent of an additional 8,000 -- my apologies, an additional 8,001,247 shares of common stock. A majority of the stock is represented at this meeting by proxy or in person, which constitutes a quorum.

Legal notice of the meeting haven't 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 3 members of the Board as Class C directors to hold office until the 1/3 exceeding annual meeting and until their respective successors are dually elected and qualified. Management nominates Lishan Aklog MD, Debbie J. White and Dennis A. Matheis for reelection as Class C 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 were voted for each of Dr. Aklog, Ms. White, and Mr. Matheis, which is sufficient to elect them as directors.

The second order of business is to consider and vote upon a proposal to approve for the purposes of NASDAQ Listing Rule 5635, the issuance of shares of our common stock pursuant to the Series B preferred stock sold by us in March 2024, and pursuant to the Series B-1 preferred stock sold by us in May 2024. The issuances and the proposal are more fully described in the proxy statement. Do we have a motion?

So moved.