Thank you for standing by, and welcome to the Charlotte's Web Holdings meeting. I will now turn the call over to Cory Pala.
Thank you. Thank you everyone for joining us this morning for our virtual annual general and special meeting of shareholders for Charlotte's Web Holdings, Inc. My name is Cory Pala. I am the Director of Investor Relations and a shareholder of Charlotte's Web Holdings. Momentarily, we will commence with the formal portion of our shareholders meetings. Questions can be submitted through the Q&A section of the online meeting portal. You will need to be logged in with your shareholder voting control number to ask questions. Now to begin today's meeting, I'll hand off the call to Chairperson of the Board, Angela McElwee.
Thank you, Cory. Good morning. My name is Angela McElwee, Chairperson of the Board of Directors of Charlotte's Web Holdings. I will act as the chair for this meeting. Let me take this opportunity to welcome those present to this annual general and special meeting of the shareholders of Charlotte's Web. I would like to acknowledge the Charlotte's Web directors and senior officers who are attending today's meeting virtually. Jared Stanley, Matthew McCarthy, Maureen Usifer, M. Borgia Walker, all of whom are members of our board. Bill Morachnick, a director and Chief Executive Officer. Erika Lind, Chief Financial Officer, Raymond Kunkel, Chief Operating Officer, and Mindy Garrison, Chief People Officer and Corporate Secretary. Mindy Garrison, Chief People Officer and Corporate Secretary of the company will act as Secretary of the meeting, and Kathy Weeden will act as scrutineer or Inspector of Elections of the meeting, referred to as the scrutineer.
Kathy Weeden has taken the oath of Inspector of Election. We are also joined today by Joseph Doria from our independent auditors, PKF O'Connor Davies, LLP. I've received a copy of the affidavit from Broadridge Financial Solutions confirming mailing of the notice of meeting, instrument of proxy statement dated April 16, 2026, referred to at this meeting as the proxy statement, and accompanying documents to the registered shareholders of the company as of the record date. I direct that a copy of the notice, together with proof of delivery, be kept with the records of this meeting.
The articles of the company provide that a quorum of shareholders is present if at least two persons are present who are, or who represent by proxy, shareholders entitled to vote at the meeting who hold in aggregate at least 25% of the votes attached to the outstanding voting shares entitled to be voted at the meeting. The scrutineer's report has now been received, and it shows that there is a quorum of shareholders present at the meeting. I direct that the scrutineer's report be kept by the secretary with the minutes of this meeting. I declare that the meeting is regularly called and properly constituted for the transaction of business. Before we consider the business of the meeting, I would like to outline the voting procedures to be used at today's meeting.
We will conduct each vote by way of votes cast through the Broadridge virtual meeting platform and those submitted by proxy. If you have voted your shares by proxy prior to the start of this meeting, your vote has been received by the scrutineer and there is no need to vote those shares during the meeting unless you wish to revoke or change your vote. We will now open the poll, and at any time during the meeting, registered shareholders who have not submitted a proxy and wish to vote their shares or who wish to change their vote may do so by clicking on the poll button on the screen. Duly appointed and registered proxy holders may also vote now using the same method. Voting will remain open until just before the conclusion of the meeting.
Management of the company has received proxies from the holders of a total of approximately 60% of the outstanding voting shares of the company. I would like to advise that copies of the annual financial statements for the year end of December 31st, 2025, and the report of the auditor thereon, contained in the company's annual report on Form 10-K, have been mailed to each registered shareholder of the company who has requested them. I also note that a copy of the annual report has been posted to the Broadridge virtual meeting page. The first item of business is fixing the size of board of directors to be elected at the meeting. The proxy statement and instrument of proxy contemplate fixing the number of directors for the ensuing year at six.
May I please have a motion to fix the size of the board and the number of directors to be elected at this meeting at six?
I so move.
I second the motion. We will now proceed with the election of directors. Six directors will be elected to hold office until the next annual general meeting of shareholders or until their successors are elected or appointed. Bill, may I ask you to read the nominations, please?
I nominate Matthew McCarthy, Angela McElwee, Jared Stanley, Maureen Usifer, Borgia Walker, and myself, Bill Morachnick, as directors of the company to hold office for the ensuing year.
I second the motion. In accordance with the articles of the company, shareholders are required to provide advance notice of their intent to nominate candidates for directors. No such notice was received. Therefore, I declare the nominations for directors closed. The next item of business is the appointment of the auditor of the company. The proxy statement and instrument of proxy contemplate the appointment of PKF O'Connor Davies, LLP as auditor of the company. May I have a motion with regard to the appointment of PKF O'Connor Davies, LLP as auditor of the company until the next annual general meeting of shareholders? Could this motion provide that the auditor's remuneration be fixed by the board of directors?
I so move.
I second the motion. The next item of business is the approval of the amendment of the company's CAD 75,341,080 principal amount convertible debenture held by BT DE Investments, a wholly owned subsidiary of British American Tobacco, issued on November 14th, 2022, and the issuance of common shares to BT DE Investments upon the amendment and conversion of the convertible debenture and the concurrent equity investment in the company by BT DE Investments. This transaction as a whole will materially affect control, as that term is defined in the TSX Company Manual of the company, with the creation of a new controlled person, as such term is defined in the Securities Act (British Columbia), and results in the issuance of greater than 25% of the number of common shares issued and outstanding prior to the closing of the transaction.
The summary of and rationale for this transaction is described in detail in the proxy statement. The board of directors has carefully considered the terms of the transaction and, with BAT's nominee to the board abstaining, determined that the transaction is in the best interest of the company. For all the reasons stated in the circular, the board of directors has recommended that the shareholders vote for the approval of this resolution. To be effective, this resolution must be approved by a majority of the disinterested shareholders of the company cast at this meeting in person or by proxy. For purposes of disinterested shareholder approval, to the knowledge of the company, the only votes to be excluded will be those held by BT DE Investments, which, as of the date hereof, holds no common shares.
May I have a motion that the ordinary resolution approving the amendment of the convertible debenture and the issuance of common shares to BAT upon the amendment and conversion of the convertible debenture and concurrent investment by BT DE Investments in the form set out in the proxy statement as the transaction resolution be approved and adopted.
I so move.
I second the motion. If a shareholder or proxy holder has not yet voted, please do so now. As a reminder, if you have previously voted by proxy, you are not required to vote online. The poll will close in one minute. I'll pause to allow us for any final votes. Voting is now closed. I have been advised by the scrutineer that the preliminary vote report shows that all resolutions have been approved by more than the requisite majority and that those nominated have been duly elected as the directors of Charlotte's Web. In addition, the transaction resolution has been approved by a majority of the disinterested shareholders of the company cast at this meeting in person or by proxy. Accordingly, I declare the motions carried and the nominees for board of directors elected.
I direct that the scrutineer's report on the ballot be annexed to the minutes of the meeting. After the meeting, we will post the final voting results on SEDAR+ as soon as practical and will report the results in a Form 8-K to be filed within four business days. This completes the formal business to be conducted at this meeting. I will call for a motion to terminate the formal portion of this meeting.
I move that the meeting be terminated.
I second the motion. I declare that the formal portion of this meeting is terminated, and I'd like to take the opportunity to thank you for your attendance and interest. I'll turn over the presentation to Cory Pala, Director of Investor Relations, for Q&A.
Okay. Thank you, Angela. I do have a couple of questions, including some from shareholders prior to the meeting. This is directed to Bill. One of the areas of interest has been around British American Tobacco's post-transaction ownership, including their influence and control, and with BAT's ownership after the conversion, and including the 10 million private placement. Shareholders are looking to understand what that means in terms of how much influence BAT has over the board and overall strategic decision-making at the company.
Yeah, thanks, Cory Pala. Look, following the close of the deal, BAT will own approximately 40% of the company in the form of common shares. Their voting rights will be the same as any other common shareholder, one vote per share. I think it's also important to know that they cannot take a majority position in the company unless we, Charlotte's Web, agree to that in advance. I also want to mention that upon the closing of the deal, we're going to enter into what's known as an amended and restated investor rights agreement with BAT. This will spell out the number of directors they can nominate to the board, as well as things like their top-up rights in order for them to maintain their ownership position, et cetera.
In line with that, we anticipate adding a second BAT-appointed member to our Board of Directors, and frankly, we welcome the value that they'll bring to it. As many people know, we've been working with BAT as our majority stakeholder for about four years now, and they've really been an excellent partner. With this deal, the positive impact that it brings to our balance sheet, to our enhanced cash position cannot be overstated. I'm really excited for how this positions us moving forward.
Okay. The other area of interest, as expected, is around the Medicare government pilot program that recently launched. Shareholders are asking in general for a sense of how it's progressing and how big of an opportunity is it. How do we think about the revenue contribution, and margin contribution for 2026 and 2027?
Yeah. Well, I get a lot of questions about this. I know it's something that the shareholders are very interested in. If I was going to frame it in a baseball analogy, I wouldn't say that we're in the early innings of this game. I would say that we really just showed up to the stadium, and we're getting ready to take batting practice before the game begins. The reason I say it that way is because this Substance Access BEI, which is at the core of the program, only went live on April 1st, and that initial stage here covers approximately 2 million Medicare beneficiaries through what's known as Accountable Care Organizations, or we refer to them as ACOs, as well as some oncology practices, oncology care networks, known as EOMs. You got to keep in mind that the participation by the ACOs is voluntary.
Right now, we estimate that the number of ACOs registered with the program covers about 25% of the qualifying individuals so far. Look, of course, I'd like to be able to share what I refer to as the funnel math that defines the size of the TAM, or the total addressable market, for this year. Then, you start to filter down, you get the percentage of that total addressable market that we'll capture, then we quantify how much revenue that could represent, the gross profit, the earnings, et cetera, that we can project in the coming quarters and years. Frankly, though, I just don't believe that that can be done yet in a really meaningful and reasonable way. It's just too soon to know what the adoption rates and velocity will ultimately be in what's a really novel and new approach to healthcare.
For the moment, right now, we're focusing our efforts on supporting these pilot programs in the best possible way for all of the stakeholders involved. This includes the ACOs, the healthcare networks, the physicians, and, most importantly, the patients. I think it goes without saying that the financial opportunity for Charlotte's Web is enormous if Medicare continues to expand access to CBD for its members. If you think about it, right now, we're just talking about a target audience of a couple of million people that are treated within these ACO and EOM networks. However, if the pilot is eventually expanded to Medicare Advantage, this opens the door to another 30 million or so seniors. That's a huge market, and it already has a reasonably high percentage of those folks already using CBD to address a wide variety of need states.
While there's an opportunity for us to generate some revenue from the pilot in the coming quarters, the focus right now is ensuring that we service the pilot extremely well and we continue to secure our position as the brand and partner of choice within this emerging medical channel. What I can say with a very high degree of confidence is that Charlotte's Web really has been built for this moment. We have the gold standard of facilities, of people working here, we've got the proven science and quite a long track record of real-world evidence that supports our products and the impact they have on the health outcomes. It's an exciting time for our company, and I've said this before, but I want to reiterate it, I truly appreciate the faith of our shareholders that they have in our future and where we're headed.
Okay. Well, that was a fulsome answer. You managed to answer a couple of the other questions that came in around the pilot program. That addresses the key questions applicable on today's call. With that, we would like to thank everyone for taking the time to join us today. Jean, that concludes our meeting. Thank you.
Thank you, all. This concludes today's meeting. You may now disconnect.