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; [indiscernible], our General Counsel; [ Jim Dong ] of CBIZ CPAs, our auditor; Eric Schwartz of Graubard Miller, our Counsel; and Alwyn Burton of Continental Stock Transfer and Trust Company, our transfer agent. Mr. Schwartz will act the secretary of the meeting. In addition, I hereby appoint Mr. Burton to act as the Inspector of the meeting and request him to execute [indiscernible]. Mr. Schwartz, please attach [indiscernible] to the minutes of the meeting. As you all know, we're 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.

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 following 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 or our auditors. You may submit questions for us or auditors through the questions pane on the webcast platform. We will review the questions to management and if appropriate, we'll respond then 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 appropriate link on the webcast platform.

With those matters addressed, we will now proceed to the subsequent portion of the meeting. Mr. Schwartz, please present the affidavit of mailing. .

I present the affidavits onto by [ Robert Zubricki, ] of Continental Stock Transfer & Trust Company, showing that the notice of Internet availability of proxy materials was mailed on May 4, 2026 to all stockholders of record at the close of business on April 27, 2026.

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 27, 2026, as certified by Continental Stock Transfer and Trust Company.

For the inspector please report on the number of shares [indiscernible] with the vote the number present and the presence of a quorum.

As of the close of business on April 27, 2026, there were 195,253,423 shares of common stock outstanding and eligible to vote. The majority of [indiscernible] are represented at this meeting by proxy or in person, which constitutes a quorum.

Legal notice of the meeting having been given and a quorum being present, the meeting is regularly and awfully convened and ready to transact business. The polls are now open. The first order of business is to elect 3 members of the company's Board of Directors and Class B Directors to hold office until the [indiscernible] meeting and until their respective successors are doing like an qualified. Management nominates James L. Cox, John R. Palumbo and Ronald M. Sparks 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 tallies and plurality of the shares was voted for each of Dr. Cox, Mr. Palumbo and Mr. Sparks, which is sufficient to elect them as directors.

The second order of business is to consider and vote upon a proposal to approve an amendment to the company's certificate operation to increase the total number of shares of common stock the company is authorized to issue by 100 million shares from 300 million shares to 400 million shares. The amendment of the proposal are more fully described in our 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 present and entitled to vote on the proposal was voted in favor of the proposal, which is sufficient for its approval.

The third and final order of business is to consider and vote upon a proposal to ratify the appointment of CBIZ CPAs as our independent registered certified public accounting firm for the year ending December 31, 2026. 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 the proposal, in favor of the proposal, which is sufficient for its approval.

Guidance 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, the amendment to the certificate of incorporation that has been approved and the appointment of the company's independent registered certified public accounting firm has been ratified. The exact on vote tallies will be publicly disclosed after the meeting in our public filings with the SEC. Once final tallies are completed by order that the report of [indiscernible] to be filed in the minute or medianly following the [indiscernible]. Thank you all for your attendance at the meeting. As a reminder, you may submit questions for us or our auditors through your questions pane in the webcast platform. We will respond to appropriate questions after the meeting. I'll now entertain a motion to adjourn the meeting.

So moved

I second the motion, meeting adjourned.