Solana Company (HSDT) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. Welcome to the Special Meeting of Stockholders of Helius Medical Technologies, Inc. I am Dane Andreeff, the Interim President and Chief Executive Officer of Helius Medical Technologies. Thank you all for joining. At this time, I call the meeting to order. During the meeting, we will address and vote on the matters as described on the agenda. The agenda for today's meeting, the rules of conduct, the proxy statement and the certified list of stockholders are available for viewing on the meeting's website. There are 2 items of business on today's agenda, the approval of an amendment to our certificate of incorporation to affect a reverse split of our outstanding common A -- Class A common stock at a ratio in the range of 1-for-5 to 1-for-35 to be determined at the discretion of our Board of Directors, whereby each outstanding 5 to 35 shares would be combined, converted and changed into 1 share of our Class A common stock to enable Helius Medical Technologies. to comply with the NASDAQ stock market's continued listing requirements. And number two, the authorization of one or more adjournments of this meeting to solicit additional proxies in the event there are insufficient votes to approve Proposal 1. James Raitt with American Election Services -- I'm sorry, James Raitt had been appointed as inspector of election for today's meeting, and he has signed an oath of office, which will be filed in the corporate records. Joyce LaViscount, our CFO and Chief Operating Officer and Secretary will act as Secretary of this meeting. She has in her possession the following company documents: The certified list of stockholders entitled to vote at this meeting, the notice of meeting, forms of proxy, proxy statement and supplemental proxy materials together with an affidavit of mailing by Broadridge of proxy material to each person who is -- who was a record holder of our Class A common stock as of the close of business on November 19, 2020, the record date of this special meeting. Ms. LaViscount, can you confirm that there is a quorum for today's meeting.

Yes. The holders of a majority of the voting power of the company's outstanding shares of stock entitled to vote as of the close of business on the record date are present by remote communication or by proxy at today's meeting. As a result, a quorum is present, the meeting is duly constituted and the business of the meeting may proceed.

Thank you, Ms. LaViscount. The report of the Secretary on the existence of a quorum is accepted. We may now proceed to transact the business for which this meeting has been called. The time is now 10:07, and the polls for all -- 10:07 Eastern Time, and the polls for all proposals are now open. If you have a question about one of the matters in the agenda to be voted on today's meeting, please use the Chat Box icon located on your screen. Questions should be restricted to the procedures for the meeting and the proposals under consideration. We'll answer questions on matters in the agenda to be voted on by the stockholders at this meeting, if received before the voting is closed. Holders of our Class A common stock as of the close of business on the record date are entitled to 1 vote per share with respect to each proposal to be acted upon at today's meeting. If you're a stockholder who has already voted by proxy, you do not need to vote at this meeting unless you wish to change your vote on these items. The individuals named in the proxy or any of them will vote your shares as indicated on the proxy that you already have mailed or delivered to us. If you're eligible to vote, have not submitted your ballot or proxy or if you want to change your vote, please log on using your control number and cast your digital vote by clicking on the Voting button on the web portal and following the instructions before the closing of the polls. The polls will close after the presentation of the last agenda item in the notice of the meeting, the authorization of 1 or more adjournments of this meeting to solicit additional proxies in the event there are insufficient votes to approve Proposal 1. The digital votes cast today will be counted in the final tally along with the proxies previously received. We will announce preliminary results of voting at the end of this meeting. As described in our proxy statement dated, November 30, 2020, there are 2 items of business today. Proposal 1 is the approval of an amendment to our certificate of incorporation to affect a reverse stock split. You may vote for, against or abstain on Proposal 1. Proposal 1 requires the affirmative vote of the holders of a majority of outstanding shares entitled to vote at today's meeting. Abstentions will have the same effect as votes against the matter. Proposal 2 is to authorize 1 or more adjournments of this meeting to solicit additional proxies in the event there are insufficient votes to approve Proposal 1. You may vote for, against or abstain on Proposal 2. Proposal 2 requires the affirmation vote of the holders of a majority of the voting power of the shares present by remote communication or represented by proxy at this meeting and entitled to vote. Abstentions will have the same effect as votes against the matter. [Voting]

As there are no questions were received on the proposal, I hereby declare that at 10:10 Eastern Time the polls for the matters voted upon this meeting are now closed. The inspector of election has determined the results of the voting, and we will wait just a few moments while he completes the tabulation. The votes have been counted. Mr. Raitt has provided certifications of the preliminary results of the tabulation. The inspector has certified that with respect to Proposal 1 the approval of an amendment to our certification of incorporation to affect the reverse split of our outstanding Class A common stock at a ratio in the range of 1-for-5 to 1-for-35 to be determined at the discretion of our Board of Directors, whereby each outstanding 5 to 35 shares would be combined, converted and changed into 1 share of our Class A common stock to enable Helius Medical Technologies to comply with the NASDAQ stock market's continued listing requirements. This proposal has been approved by the affirmative vote of holders of a majority of outstanding shares entitled to vote at this meeting. With respect to Proposal 2, to authorize 1 or more adjournments of the special meeting to solicit additional proxies in the event there are insufficient votes to approve Proposal 1 described above. This proposal has been approved by the affirmative vote of holders of a majority of voting power of shares present by remote communication or represented by proxy at this meeting and entitled to vote. However, because as previously stated Proposal 1 has been approved by the requisite votes, no such adjournment is necessary. The inspector of elections will furnish the Secretary a written report of the final vote count with respect to the matters voted on today, which shall be included in the minutes of the meeting. The final vote tallies will be reported in a current report on Form 8-K to be filed with the SEC within 4 business days. As there is no further formal business to come before this meeting, I declare the business portion of this meeting formally adjourned and all matters before it closed. Thank you.