Zomedica Corp. (ZOMDF) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. Welcome to the Zomedica Corp. Virtual-Only Special Meeting audio webcast. [Operator Instructions] Please be advised that today's webcast is being recorded. I will now turn the meeting over to Mr. Robert Cohen, the Chairman of the meeting. Please go ahead, Mr. Cohen.

Thank you, Olivia. Good morning, ladies and gentlemen, and welcome to the Virtual-Only Special Meeting of the Shareholders of Zomedica Corp. I am Robert Cohen, a Director and Interim Chief Executive Officer of the corporation. The Board of Directors and management appreciate your attendance today at our virtual-only special meeting, and we hope that you are keeping safe and well during this time. Zomedica is holding this virtual-only special meeting due to continued social distancing measures related to the coronavirus pandemic and to assist in protecting the health and well-being of our communities, employees, shareholders, service providers and other stakeholders who participate in our special meeting. This meeting is being hosted through a virtual meeting platform accessible to all our shareholders regardless of physical location. I would like to remind you that only registered shareholders or duly appointed proxy holders who have logged into the meeting with their previously obtained 13-digit control number are entitled to vote at the meeting, ask questions or make comments or take an active part in the meeting on the web portal. The active participation by only registered shareholders or duly appointed proxy holders is customary and consistent with our in-person meeting procedures. I will act as Chair of the meeting, and I ask Ann Cotter, our Chief Financial Officer and Corporate Secretary, to act as Secretary for the purposes of recording the minutes of the meeting. I also ask Helen Kim and Megan Rocha of AST Trust Company to act as scrutineers for the meeting. Each of the members of the Board of Directors and senior management are virtually in attendance at the meeting. The meeting has been called as a special meeting of the shareholders of the corporation. Details of the items of business to be placed before the meeting are set forth in the notice of meeting provided to shareholders with the corporation's proxy circular prospectus dated October 26, 2020, which will be referred to as the proxy circular. The purposes of the meeting are: a, for all shareholders to consider a special resolution, the text of which is provided in the proxy circular to authorize the corporation to make an application under Section 189 of the Business Corporations Act of Alberta to change its jurisdiction of incorporation from the Province of Alberta, Canada to the State of Delaware, United States of America, which will be referred to as the domestication and to approve the certificate of incorporation authorized as a special resolution to be effective as of the date of the corporation's domestication; and b, for the common shareholders to consider and vote upon a proposal to approve, assuming the domestication proposal is approved, the Zomedica Corp. 2020 Stock Incentive Plan which will be referred to as the 2020 Plan, the text of which is provided in the proxy circular. Voting on all matters will be conducted by way of poll. The vote will be open for all resolutions at the same time. This will allow you to choose to vote on each resolution immediately or at any time prior to the closing of the polls. Those registered shareholders or duly appointed proxy holders who have not yet voted may vote using the voting buttons on the Lumi web portal and following the instructions there. Registered shareholders or duly appointed proxy holders who have sent in proxies and wish to change their vote, also may do so by voting on the Lumi web portal. Registered shareholders or duly appointed proxy holders who have sent in proxies and do not wish to change their vote, do not need to take any further actions, and their votes will be recorded on the ballot on each item. Any registered shareholder or duly appointed proxy holder with a question or comment that is relevant to the business of this meeting is welcome to ask the question or make the comment through the Lumi web portal. We will consider each of the items of formal business in turn and ask for motions for the approvals being sought. After that process has been completed, we will respond to any questions or comments provided in relation to any item of business of the meeting. Once questions or comments on the resolutions have been addressed, I will give you a minute to complete voting and then declare the polls to be closed. Certain persons have been asked in advance of the meeting to make motions and to second motions. This is intended to expedite the business of the meeting. I welcome all guests to the meeting. However, persons who are not registered shareholders or duly appointed proxy holders are not entitled to vote or to ask questions or otherwise make comments related to the applicable resolutions during the meeting. I now declare the polls open for voting on all resolutions. I have received a declaration from an officer of AST Trust Company, indicating that the notice of special meeting setting forth the business to be conducted today as well as the instrument of proxy for the holders of the common shares and the proxy circular were duly mailed on November 2, 2020, to registered common shareholders as of the record date of October 22, 2020. I confirm that the corporation arranged for delivery of meeting materials to the registered preferred shareholder. The notice of special meeting and other meeting materials were filed under the corporation's EDGAR and SEDAR profiles. I direct a copy of these materials and proof of mailing be kept by the Secretary with the minutes of this meeting. Each of the directors are present at this meeting. In accordance with the corporation's bylaws, the quorum for this meeting is at least 2 persons present and holding or representing by proxy not less than 25% of the outstanding shares of the corporation entitled to vote at the special meeting. I have received a scrutineer's report on attendance. It indicates that a quorum of shareholders is present for the transaction of business at this meeting. I direct that the scrutineer's report on attendance be kept by the Secretary with the minutes of this meeting. I declare the meeting duly constituted and ready for the transaction of business. The first item of business of the meeting is for all shareholders of the corporation being the holders of common shares and the sole holder of the Series 1 preferred shares to consider a special resolution authorizing the corporation to change its jurisdiction of incorporation from the Province of Alberta to the State of Delaware, which is referred to as the domestication and to approve the certificate of incorporation authorized in a special resolution to be effective as of the date of the corporation's domestication. A detailed description of the domestication proposal has been provided in the proxy circular, together with the text of the special resolution as set forth under Exhibit A and the text of the certificate of incorporation as set forth under Exhibit C in each case to the proxy circular. May I have a motion, please?

Mr. Chairman, my name is Bruk Herbst, and I am a shareholder. I move that the shareholders approve a special resolution with respect to the corporation's domestication, the text of which is set forth in the proxy circular under Exhibit A; and to approve the certificate of incorporation authorized in the special resolution to be effective as of the date of the corporation's domestication, the text of which is set forth in the proxy circular under Exhibit C.

Mr. Chairman, my name is Stephanie Morley, and I am a shareholder. I second the motion.

Thank you, both. The results of the vote will be shared once the polls are closed. The next item of business is for the common shareholders of the corporation to consider and vote upon a proposal to approve the Zomedica Corp. 2020 Stock Incentive Plan. The Board approved the 2020 Plan on October 7, 2020, subject to its approval by the common shareholders. If the common shareholders approve the 2020 Plan, it will become effective upon completion of the domestication. A detailed description of the 2020 Plan has been provided in the proxy circular, together with the text of the 2020 Plan as set forth under Exhibit G to the proxy circular. May I please have a motion?

Mr. Chairman, my name is Bruk Herbst, and I am a common shareholder. I move that the common shareholders approve the 2020 Plan, the text of which is set forth in the proxy circular under Exhibit G. Such approval to be subject to the domestication contemplated in the proxy circular being approved by shareholders of the corporation and completed.

Mr. Chairman, my name is Stephanie Morley, and I am a common shareholder. I second the motion.

Thank you, both again. That concludes the placement before the meeting of all the resolutions. I now will ask if there are any questions or comments on the foregoing items of business. Inasmuch as we're virtual, I'm just going to take a moment to allow people to ask any questions, if there are any. All right. We have received no comments. The polls are still open. For those of you who have not voted on the resolutions, please do so now, I will pause for a full minute to allow you to complete your voting. There will be silence on the line while that minute is passing. [Voting]

Now that everyone has had the opportunity to vote, I declare the polls closed for the Virtual-Only Special Meeting of Shareholders of Zomedica. I have been provided with the scrutineer's report with respect to the voting on each of the items of business. Based on the scrutineer's report, I declare that the special resolution to approve the domestication has been defeated, and the ordinary resolution approving the 2020 Zomedica Corp. Stock Incentive Plan has been passed. However, since the approval of the 2020 Plan was subject to the approval of the domestication, this approval is of no force or effect. The corporation, therefore, will continue to utilize its existing stock option plan. The exact number of votes cast in relation to each of these resolutions will be filed on Zomedica's profile on EDGAR and SEDAR. As there is no further business to be brought before the meeting at this time, I declare the meeting to be terminated. I very much appreciate your participation and wish you all the best over the holiday season. Thank you.

Ladies and gentlemen, that does conclude our conference for today. Thank you for your participation. You may all disconnect.