PDS Biotechnology Corporation (PDSB) Earnings Call Transcript & Summary

Hello. Good morning. I am Frank Bedu-Addo, President and CEO of PDS Biotechnology. Let me take this opportunity to welcome you to the 2020 Annual Meeting of Stockholders of PDS Biotechnology Corporation. Due to continued public health concerns resulting from the COVID-19 pandemic and government's recommended and required limits on public gatherings and to protect the health and safety of the company's stockholders, directors and employees, this year's annual meeting is being held in a virtual-only meeting format. This allows stockholders, regardless of physical location, to participate in today's meeting. Not only can you listen to the meeting, but you can also submit questions and vote your shares online prior to the closing of the polls in accordance with the instructions you received prior to the meeting. The polls are now open. The purpose of today's meeting is to consider the following proposals: first, to elect 2 Class B directors; and secondly, to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for fiscal year 2020. At this time, I would like to introduce you to the officers and directors of the company in attendance via phone. Let me first introduce the current directors of the company: Stephen Glover, Chairman of the Board and Chair of the Compensation Committee; Gregory Freitag, Chair of the Audit Committee; Kamil Ali-Jackson, Chair of the Nominating and Corporate Governance Committee; Sir Richard Sykes; Dr. Ilian Iliev; De Lyle Bloomquist; and myself, Frank Bedu-Addo. I would also like to introduce you to members of our senior management team, who are also joining us virtually: Dr. Gregory Conn, our Chief Scientific Officer; Dr. Lauren Wood, Chief Medical Officer; Janetta Trochimiuk, Principal Accounting Officer; Hillary Yegen, Legal Counsel and Assistant Corporate Secretary. Also present at the meeting are Jeffrey Knight, Harry Cohen and James Horton of KPMG U.S. LLP, the company's independent registered public accountants. Also with us today are Emilio Ragosa and Oliver Newman of DLA Piper U.S. LLP, counsel to the company. We will get started with the technical phase of the meeting in a few moments. But first, we would like to direct your attention to the rules of conduct, a copy of which has been posted to the online meeting portal. Among other items, the rules of conduct describe the procedures for asking questions at the meeting. We will only respond to questions related to the official business of the meeting. [Operator Instructions] You may ask questions at any point during the meeting. If your question relates to one of the proposals before the meeting, we will do our best to respond to your question prior to the polls closing. Approximately 15 minutes has been set aside at the end of the meeting for a question-and-answer session. Please note that the representatives from KPMG will be available to respond to questions raised by stockholders during the Q&A session. During the meeting, stockholders participating online are welcome to submit questions through the virtual meeting platform by typing your question into the Ask a Question field and clicking Submit. Questions pertinent to meeting matters will be answered following the formal portion of the meeting subject to time constraints. We shall now proceed with the business of the day. At this time, I would like to turn the meeting over to Ms. Yegen, who will conduct the formal part of the annual meeting. Hillary?

Thank you, Dr. Bedu-Addo. Ladies and gentlemen, on behalf of the Board of Directors and management of the company, I want to welcome each of you to the 2020 Annual Meeting of Stockholders of PDS Biotechnology Corporation. Today's meeting is a virtual meeting and is being conducted through a live webcast. This allows stockholders to participate in today's meeting, regardless of physical location. You should be able to see on your screen in the virtual meeting portal a text box where you may submit questions, which you may do at any time prior to the end of the meeting. In addition, stockholders can vote their shares online at the appropriate time. The time and place of this meeting has been fixed by resolutions adopted by the Board of Directors. Stockholders of record as of the close of business on April 27, 2020 are entitled to vote at this meeting in accordance with those resolutions. Each share of capital stock held of record on that date is entitled to 1 vote. Louis Larsen, [ representative ] of Broadridge, has been appointed to act as the inspector of voting to examine the proxies. He has signed an oath of inspector of elections for this meeting, which was presented to me prior to the meeting. The polls are open and will remain open until I announce that the polls are closed. You may vote your shares during the meeting online through the virtual meeting platform. You will need the 16-digit control number included on your proxy card or voting instruction form. If you previously voted, that will not limit your right to vote online during the meeting through the virtual meeting platform, and your online vote will supersede the vote you submitted previously. No online votes, ballots or proxies or revocations of or changes to online votes, ballots or proxies will be accepted after the polls are closed. We will announce the voting results on each matter following the tabulation of the voting. Copies of the Notice of Meeting, proxy statement in form of proxy, together with an affidavit as to the mailing thereof, have been made available for viewing by the company's stockholders through the virtual meeting portal. Additionally, I have received an affidavit executed by an employee of Broadridge Financial Solutions, Inc., certifying the due and proper mailing of the aforementioned proxy materials. The inspector of election also has at the meeting a list of holders of record of the outstanding common stock of the company, which list is certified by an officer of Computershare, the company's transfer agent, and arranged in alphabetical order listing each stockholder of record at the close of business on April 27, 2020. The affidavit of mailing will be filed with the minutes of this meeting, and the list of stockholders is available for inspection upon request. I'd like to ask Louis Larsen, the inspector of elections, to state the number of shares present at this meeting.

There are represented at this meeting a majority of the total number of shares of common stock with the company outstanding and entitled to vote as of the close of business on April 27, 2020, the record date for this meeting. There is, therefore, a quorum present and the meeting is competent to transact business.

On the basis of the report of the inspector of voting, a quorum is present. I will now review the proposals. Each of the proposals will be presented and discussed in the order set forth in the proxy statement. The first item on the agenda today is the election of 2 Class B directors of the company to serve for a term of 3 years or until their respective successors are duly elected and qualified. The Board of Directors nominees are: Kamil Ali-Jackson, Esq.; and Ilian Iliev, Ph.D. Each of these individuals are to serve until the annual meeting to be held in 2023 or until their successor is duly elected and qualified. The second item on the agenda is to ratify the appointment of KPMG US LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. Because no stockholder proposals for consideration at the annual meeting were received, there are no other items to be considered at the annual meeting. If you have already sent or given a written proxy or if you have voted over the telephone or Internet, you do not need to vote at this time unless you wish to revoke your written proxy or prior vote. If you have not previously voted by proxy or if you wish to change your vote, you may cast your vote using the link entitled Vote Now on the right-hand side of your screen. We will now allow another minute for voting. [Voting]

The polls have been held open for 1 minute, and I declare that the polls are now closed. Will the inspector of voting please report the results of the vote?

Based on the preliminary tabulation of votes, all the nominees for election as Class B directors of the company have been duly elected, and the appointment of KPMG LLP as the company's independent registered public accounting firm for fiscal 2020 has been ratified.

The final report of the inspector of voting will be filed with the minutes of the meeting. I will file with the records of the company the list of stockholders and the ballots cast at this meeting and the proxies presented at the meeting. Within 4 business days, the company will file a Form 8-K with the SEC disclosing the specific voting results of matters voted on at this meeting. As there are no other matters that have properly come before this meeting for consideration, this concludes the formal business of the meeting, and formal part of this meeting is now adjourned. At this time, I will turn the meeting back over to Dr. Bedu-Addo to continue with the agenda. Frank?

Before opening the floor to any questions or comments, as a reminder, it is possible that today's meeting, including some of our comments and some of our responses to your questions, may include forward-looking statements that are based on certain assumptions and are subject to a number of risks and uncertainties. The risks, uncertainties and assumptions that could affect these forward-looking statements include risks that are included in the company's SEC reports, including our Form 10-K for the fiscal year ended December 31, 2019 and Form 10-Q for the first fiscal quarter of 2020. We qualify all of our forward-looking statements by these cautionary statements and except as required by law, we assume no responsibility for updating any forward-looking statements. In addition, with respect to all of our forward-looking statements, we claim the protection of the safe harbor for forward-looking statements. We will now take questions from stockholders related to annual meeting matters. Please submit your questions through the virtual meeting portal. Are there any questions from stockholders related to matters properly brought before the meeting?

No. There are no questions.

Okay. So that concludes our question-and-answer session. Thank you very much for joining us today. We are grateful for your interest and continued support of PDS.