Zomedica Corp. (ZOMDF) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to the special meeting of Zomedica Corp. Please note the meeting will be recorded. I would like to introduce Larry Heaton, Chief Executive Officer of Zomedica Corp. Mr. Heaton, the floor is yours.

Thank you. Good morning, and welcome to Zomedica Corporation's Special Meeting of Shareholders. I'm Larry Heaton, Zomedica's Chief Executive Officer and a member of the Zomedica Board of Directors. Today's virtual-only meeting is a live webcast. We believe in engaging with our shareholders, and it is our hope that this virtual meeting will maximize the participation of shareholders regardless of their location. Thank you very much to those who are participating in our virtual meeting, and please note that the meeting is being recorded. As a reminder for shareholders voting live during the meeting, please ensure that you have signed in using the control number that you were provided. If you are signed in as a guest, you will not be able to vote. If you have signed in as a guest and wish to vote, please sign out of the system using the sign-out function and log back in using your control number and the password zomedica2024, all lower case. I would like to now call the formal portion of this meeting to order. With respect to rules of conduct, I would like to draw your attention to the rules of conduct set forth for this meeting. They are available on the special meeting portal. The Board of Directors has appointed [ Jordan Shafe ] and [ Megan Rocha ] to act as scrutineer inspectors for this meeting. If you need a copy of the proxy statement, the link to this document has been provided on the special meeting portal. I would now like to introduce the other directors for Zomedica Corp. Jeffrey Rowe, the Chairperson of the Board; Robert Cohen, Chris MacLeod, Johnny Powers, Dr. Pam Nichols, Rodney Williams; and Sean Whelan, the Chairperson of the Audit Committee. I would also like to introduce Brad Wyatt of Dickinson Wright PLLC; and Andre Poles of Dickinson Wright LLP, our U.S. and Canadian legal counsel. Toward the end of the meeting, Mr. Wyatt and Mr. Poles will be available to answer legal questions. Unless otherwise specified in the proxy that was delivered, myself, and Chief Counsel and Corporate Secretary, Karen DeHaan-Fullerton are serving as proxies for shareholders who voted by proxy. The Board of Directors at the close of business on January 9, 2024 as the record date for this meeting. I've been advised by the scrutineer inspector that at least 343,892,326 of the 979,949,668 shares that are entitled to vote are present in person or by proxy. Since at least 25% of the shares are represented, a quorum is present, and the business of the meeting may proceed. We'll be presenting one scheduled item of business to be conducted at this meeting. And once the presentation is completed, we'll call for a vote on this item. The sole item of business for this special meeting is the proposed adoption of a special resolution, the language of which was provided to you in the meeting materials, which would grant the Board of Directors' authority to effectuate an 80:1 share consolidation also known as a reverse stock split. The primary objective for affecting the share consolidation would be to reduce the number of shares outstanding and increase the per share price of our common stock. At this time, I would accept a motion to approve the special resolution as described in the proxy statement.

I move that the special resolution as described in the proxy statement be adopted.

Thank you, Jeff. Are there any objections to dispensing with the reading of the text of the proposed resolution? Is there a second for the motion?

I second the motion.

Thank you, Chris. It is now 1:06 p.m. The polls are now open for voting on the sole matter before this meeting. For this special resolution, I would ask the proxies to submit their proxy votes to the scrutineer inspector. We'll pause for a few moments, so voting can occur. For those shareholders voting in person, you may click on the voting icon located on the left-hand side of your screen. To vote, please select your voting instruction from the options shown on the screen and click submit. A confirmation message will appear to indicate that your vote has been received. If you have additional control numbers to vote at the meeting, once you have completed your initial vote, please click, I have additional control numbers and repeat the process. We'll wait now for a bit to allow that process to continue. [Voting]

The polls will close in 2 minutes. [Voting]

It is now 1:09 p.m. And the polls are now closed. The scrutineer inspector has informed us that preliminary results of the special resolution voted on today will be available shortly. The company will file an 8-K announcing the final results of the voting after they become available. Please give the scrutineer inspector a few minutes to finalize these results. As a reminder, before we announce the results, if you have any questions for our legal counsel, please enter your question in the Q&A section on your screen. The votes have been counted. Regarding the special resolution, the preliminary tally reported by the scrutineer inspector shows, 135,932,343 shares voted for approving the share consolidation. 205,850,903 shares voted against approval. So 40% voted for, 60% voted against and 2,109,080 shares abstained from voting. Some votes were cast during the meeting and the final results, which includes those votes will be reported as we issue our 8-K tomorrow. However, since only 1,073,506 votes were cast during the meeting regardless of which way they voted, the results will not change. Accordingly, the special resolution has been rejected. The scrutineer inspector will furnish the secretary with a written report of the final vote count, and this will be made available online before the close of business tomorrow. Our legal counsel are now available to answer questions. Do we have any questions for our counsel? As there are no questions for our counsel, if there is no further business to come before the meeting, I would accept a motion for adjournment.

I move that the meeting be adjourned.

I second the motion.

You have heard the motion to adjourn. All those in favor, say aye.

Aye.

Aye.

The motion is carried. The meeting is adjourned. Thank you for joining us for the meeting and your interest in Zomedica.