Hello and welcome to the annual meeting of stockholders of Imricor Medical Systems, Inc. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Steve Wedan. Steve, the floor is yours.
Thank you. I'd like to welcome everyone to the 2024 annual meeting of Imricor Medical Systems. My name again is Steve Wedan. I'm Imricor's Chair and CEO. During the course of today's meeting, our stockholders and their proxies will have the opportunity to ask questions and register votes if you haven't already done so. CDI holders will also have the opportunity to ask questions but are not entitled to vote at the meeting except as a proxy for CHESS Depositary Nominees . You can submit your questions at any time during the meeting as outlined in our meeting guide, and I will address these questions throughout the meeting. Voting today will be conducted by way of a poll on all items of business, and shortly I will open the voting for all resolutions.
Once the voting is open, if you are eligible to vote at this meeting, a polling icon will appear on your screen, and selecting this icon will open a list of resolutions and present you with voting options. To cast your vote, simply click on the appropriate option. Once you select an option, the vote is automatically recorded. You have the ability to change your vote at any time, up until the time I declare voting closed, and I will provide the meeting with a warning before I do that. Please also note that there are a number of voting exclusions that apply to the resolutions being put to today's meetings, and these have been outlined in the notice of meeting. I now declare the voting open on all items of business.
I'd like to take a moment to introduce three of my fellow directors who are also joining us today: Mark Tibbles, Anita Messal, and Peter McGregor, as well as our CFO, Jonathon Gut, and Jeff Ostapek from our audit firm, BDO. Online, we also have our company's secretary, Kobe Li. And I have been advised that a quorum is present, and therefore I declare the meeting open and authorize to transact business. So I recently presented our first quarter results, and when I did that, I outlined in detail what a great start 2024 is off to and how we're succeeding across all aspects of our business. I won't go through that again today, but you can find a video recording of that briefing on Imricor's website if you missed it.
For today's meeting, I'd just like to give a brief overview of where we stand now and what our priorities are for the year ahead. Before I do, I've been reminding people recently that we didn't develop this technology just for the fun of it, just to have to search for a medical application. The medical community itself wanted us to perform ablations, or wanted to perform ablations, for ventricular tachycardia, or VT, and atrial fibrillation, or AF, guided by real-time MRI for reasons that were exhaustively researched and published in the 2000s. All we did at Imricor is deliver the MRI-compatible devices that make this desire a reality. Now, I say all we did, but in fact, as you know, we were the last ones to try to do this and the only ones to succeed in this task.
Because of our success, we're giving rise to a new field and a new kind of interventional lab, what the industry now calls ICMR, which stands for Interventional Cardiac Magnetic Resonance. The field of ICMR encompasses any interventional cardiology procedure performed under MRI guidance, and an ICMR lab is simply an interventional lab that houses an MRI for imaging instead of an X-ray fluoroscopy system. Coming back to where we stand now, following the pandemic, we found ourselves well positioned to advance the field of ICMR because we completed the required product development to grow beyond atrial flutter ablations and into complex ablations like the ones I mentioned a second ago, VT and AF, procedures where we believe MRI will add the most benefit and the most value to patients, physicians, and hospitals.
With product development behind us for a whole platform of disposable devices and capital equipment, we set out in 2023 to advance the clinical trial strategies that would allow us to break into the U.S. market and expand our indications to VT in Europe. At the same time, we reengaged our customer base in 2023, working with each site to start or restart their ICMR programs that were originally planned for 2020 before the pandemic hit. As they are now getting started in 2024, the feedback has been very positive, and the doctors couldn't be happier with the benefits that MRI is bringing to this field. Here's what Dr. Marco Götte said at the Amsterdam University Medical Center after restarting cases in April using our landmark NorthStar 3D Mapping System.
Now, in 2024, we have clear priorities to drive this business to the next level and take advantage of the launching pad we built in 2023 and in all the years before that. That's where we are today. Now, looking ahead for the year, first, in 2024, we're going to commence our two clinical trials, VISABL-AFL for FDA approval and VISABL-VT for expanding our indications. The first quarter was very productive in these areas, and now, in the second quarter, in the present quarter, we expect to kick off both trials. The VISABL-AFL trial is huge because it opens the door for FDA approval, while the VISABL-VT trial is a landmark event that will comprise several first-in-man breakthroughs and certainly several publications and presentations.
We believe the start of VT ablations guided by real-time MRI will be a very significant catalyst to the field because we're finally delivering on the promise of MRI guidance for complex ablations, a dream dating back to the mid-1990s. It's also important for us in 2024 to establish consistent atrial flutter procedure volumes at each of our active customer sites and then steadily grow the number of active sites throughout the year. Every one of these active sites will provide immediate revenue for Imricor, but more importantly, will also form the installed base for VT and AF ablations in the future. In addition to site activation, we want to continue building the sales pipeline of new sites that will become active next across Europe, the Middle East, and pending TGA approval, Australia and New Zealand.
I'm pleased to say that we're doing exactly what we wanted to across all of these commercialization efforts, and we have a clear path ahead of us to continue to do so. I'd like to take a moment in closing just to thank and acknowledge the Imricor team. What I'm showing on the slide is just the management, but I mean the entire team at Imricor, all the people. I'm so fortunate to work with some of the best talent in the field, and I've asked a lot of them over the past couple of years, and they have delivered.
Living in the Twin Cities like we do, with medical device giants like Medtronic, Abbott, and Boston Scientific, as well as countless startups, these are people who have choices about where they work, and it is a testament to the significance of what we're doing together that we are all so dedicated to our mission of growing ICMR to be a new standard of care. Ladies and gentlemen, we'll now turn to the formal business of the meeting. As mentioned previously, you may ask questions online during the meeting via the speech bubble icon on your screen, and if eligible to vote at this meeting, you may do so up until I close voting by clicking on the polling icon on your screen. If you've already sent in your proxy voting instructions or voted by internet or telephone before the meeting, your shares have already been voted accordingly.
Therefore, stockholders do not need to vote today unless they are voting for the first time or want to change their previous vote. Voting is currently open for all items of business, and I will provide you with a warning before I move to close the voting. Prior to commencement of the meeting, valid votes have been received representing approximately 36.14% of Imricor's issued capital, or 67,998,984 shares of Class A common stock. As stated in the proxy statement, I intend to vote all available undirected proxies in favor of all items. Ladies and gentlemen, a copy of the notice of meeting and proxy statement, including the explanatory memorandum, have been distributed to or made available to all stockholders and CDI holders. If you do not have a copy with you, please be reminded that you can download these documents from the ASX website.
I propose that these documents be taken as read. As required by the bylaws, a copy of the full register of stockholders is available for viewing at Imricor's place of business in Burnsville and at Imricor's registered address in Melbourne, Australia. You're encouraged to make prior arrangements with either myself in the U.S. or with Kobe Li, Imricor's company secretary in Australia, should you like to view the register. Before we move to the agenda items, I'd like to address questions in relation to the presentation I made just a second ago or any other business of the company. I'll defer questions on any items of business until we come to that particular item. I'll provide you now with a moment to ask those questions online. Are there any questions at this time?
Steve, there are no questions at this time.
Thanks. We'll move to the first item of business, the election of Class II director, Ms. Anita Messal. I refer stockholders to the CDI and CDI holders to the explanatory memorandum for details of Ms. Messal's background and experience. The resolution is that Ms. Anita Messal, being director, whose appointment as a director expires at the conclusion of the annual meeting of the company, and being eligible, offers herself for election, be elected as a Class II director of the company. Are there any questions in relation to this resolution?
There are no questions.
Thank you. I'd like to point out that the laws of Delaware, where the company is domiciled, do not provide for casting of stockholder votes against certain types of resolutions, including the election of directors. As stated in the notice of meeting, the ASX has granted the company an appropriate waiver to enable the company to comply with these laws. The vote required to approve item one is the affirmative vote of the holders of a plurality of voting power of the voting stock that is present or represented by proxy at the meeting and entitled to vote on such proposal. Prior to the commencement of the meeting, the company received combined direct and proxy votes as shown on your screen. I now put the resolution to the meeting and ask you to complete your voting.
We'll now move to the next item of business, approval of the 2019 Equity Incentive Plan and increase in the reserve shares. Details of this item are set out in the explanatory memorandum. I ask you to consider it a thought fit to pass the resolution as a separate ordinary resolution that, for the purposes of Section 19.2 of the plan, Exception 13 of ASX Listing Rule 7.2, and for all other purposes, the stockholders approve: one, the issue of equity securities under the company's 2019 Equity Incentive Plan within three years from the date of passing this resolution as an exception to ASX Listing Rule 7.1; two, an increase in the aggregate number of shares of Class A common stock that may be issued pursuant to awards under the plan, such that a total of 33 million shares will be reserved for issuance under the plan; and three, consequential amendments to the plan to reflect this increase.
Are there any questions in relation to this resolution?
There are not questions.
Thank you. Prior to the commencement of the meeting, the company received combined direct and proxy votes as shown on your screen. I now put the resolution to the meeting and ask you to complete your voting. Now, as the next two items involve proposed option grants to me, I'll hand the chair to Mr. Mark Tibbles, who is the Chair of our Remuneration and Nomination Committee. Mark?
Thanks, Steve. Ladies and gentlemen, the next two items of business relate to the grant of options to Steve Wedan, Chief Executive of the company. Details of this option grant are set out in the explanatory memorandum. I ask you to consider and, if thought fit, to pass this resolution as a separate ordinary resolution that, subject to item two being approved for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the company to grant 1,113,342 options to purchase shares as a long-term incentive to the Chief Executive Officer of the company, Mr. Steve Wedan, under the plan as described in and on the terms and conditions set out in the explanatory memorandum. Are there any questions in relation to this resolution?
There are not questions.
Thank you. Prior to the commencement of the meeting, the company received combined direct and proxy votes as shown on your screen. I now put the resolution to the meeting and ask you to complete your voting. I ask you to consider and, if thought fit, to pass this resolution as a separate ordinary resolution that, subject to item two being approved for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the company to grant 1 million options as a special one-off grant to the Chief Executive Officer of the company, Mr. Steve Wedan, under the plan as described in and on the terms and conditions set out in the explanatory memorandum. Are there any questions in relation to this resolution?
There are not questions.
Thank you. Prior to the commencement of the meeting, the company received combined direct and proxy votes as shown on your screen. I now put the resolution to the meeting and ask you to complete your voting. Thank you, ladies and gentlemen. I will now hand back to Steve to resume as chair of the meeting.
Thanks, Mark. So we will now move on to the next item of business, the grant of restricted stock awards to non-executive director, Mr. Peter McGregor. The details of this restricted stock grant are set out also in the explanatory memorandum. I'll ask you to consider and, if thought fit, to pass the resolution as a separate ordinary resolution that, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the company to grant a restricted stock award to Mr. Peter McGregor, non-executive director of the company, under the plan as described in and on the terms and conditions set out in the explanatory memorandum. Are there any questions in relation to this resolution?
There are not questions.
Thanks, Ian. Prior to the commencement of the meeting, the company received the combined direct and proxy votes as shown on your screen. I now put the resolution to the meeting and ask you to complete your voting. We'll now move on to the next item of business, the grant of restricted stock award to non-executive director, Ms. Anita Messal. Details of this restricted stock grant are also set out in the explanatory memorandum. I ask you to consider and, if thought fit, to pass the resolution as a separate ordinary resolution that, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the company to grant a restricted stock award to Ms. Anita Messal, non-executive director of the company, under the plan as described in and on the terms and conditions set out in the explanatory memorandum.
Are there any questions in relation to this resolution?
There are not questions.
Thanks. Prior to the commencement of the meeting, the company received the combined direct and proxy votes as shown on your screen. I now put the resolution to the meeting and ask you to complete your voting. Now we'll move on to the next item of business, the grant of restricted stock award to non-executive director, Mr. Mark Tibbles. Details of this restricted stock grant are set out also in the explanatory memorandum. I ask you to consider and, if thought fit, to pass the following resolution as a separate ordinary resolution that, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the company to grant a restricted stock award to Mr. Mark Tibbles, non-executive director of the company, under the plan as described in and on the terms and conditions set out in the explanatory memorandum.
Are there any questions in relation to this resolution?
There are no questions.
Thanks, Ian. Prior to the commencement of the meeting, the company received the combined direct and proxy votes as shown on your screen. I now put the resolution to the meeting and ask you to complete your voting. Now we'll move on to the next item of business, the ratification and appointment of BDO USA, P.C. as an independent registered public accounting firm. Details in relation to this resolution are set out in the explanatory memorandum. I ask you to consider and, if thought fit, to pass this resolution as a separate special resolution that the stockholders ratify and approve the appointment of BDO USA, P.C. as the company's independent registered public accounting firm for the year ending 31 December 2024. Are there any questions in relation to this resolution?
There are no questions.
All right. Prior to the commencement of the meeting, the company received combined direct and proxy votes as shown on your screen. I now put the resolution to the meeting and ask you to complete your voting. Now we'll move to the final item of business, the approval of an additional 10% placement facility. Details in relation to the 10% placement facility are set out in the explanatory memorandum. I ask you to consider and, if thought fit, to pass this resolution as a separate special resolution that, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of up to 10% of the issued capital of the company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A2 and on the terms and conditions in the explanatory memorandum.
Are there any questions in relation to this resolution?
There are no questions.
Thanks, Ian. This item is a special resolution under ASX Listing Rules, meaning that to pass the item, it requires at least 75% of the votes cast by stockholders present and eligible to vote to be in favor of the resolution. Prior to the commencement of the meeting, the company received the combined direct and proxy votes as shown on your screen. I now put the resolution to the meeting and ask you to complete your voting. Ladies and gentlemen, that concludes our items of business today. Are there any further questions at this time?
There are not questions.
I'll shortly close the voting system, so please ensure that you have cast your votes on all resolutions. I'll now pause for 90 seconds, which is going to be a very long time when I stop speaking to allow you to finalize those votes.
All right. Thank you, everyone. Voting is now closed. The voting results will be released to the ASX later today. I thank you for taking the time to join the board and meet today. Your ongoing support is greatly appreciated, and we look forward to sharing the next exciting phase of Imricor's journey with you all. Have a good rest of your day.
This concludes the meeting. You may now disconnect.