Welcome to the annual and special meeting of shareholders of Medicenna Therapeutics Corp. Please note the meeting is being recorded. I would like to introduce Dr. Fahar Merchant, chairman of the board of directors. Dr. Merchant, please go ahead.
Thank you. The annual and special meeting of shareholders of Medicenna Therapeutics Corp. will now come to order. I preside as chairman of the meeting, and I hereby appoint Charles-Antoine Soulière of McCarthy Tétrault LLP, counsel to the corporation, to act as secretary of the meeting. In making the decision to hold a virtual meeting, it was paramount to ensure that shareholder rights were protected. To this end, we have ensured that this meeting offers registered shareholders and duly appointed and registered proxy holders the same opportunities to participate as in past in-person meetings. Instructions on how to ask questions and how to vote using the virtual platform are located at the top of your screens. The buttons themselves are located on the left side of your screen.
Only those who have signed in as a registered shareholder or duly appointed proxy holder with a valid control number are entitled to vote and/or ask questions at this meeting. We will conduct the votes on all resolutions before the meeting by ballot. On a ballot, every registered shareholder or duly appointed and registered proxy holder entitled to vote, has one vote in respect of each common share entitled to be voted on the matter and held or represented by that registered shareholder or duly appointed proxy holder. Since voting on each resolution is by ballot, I will be voting all undirected proxies that I am permitted to vote in favor of all resolutions before the meeting.
Voting is now open, and all registered shareholders and duly appointed and registered proxy holders should have the functionality and ability to cast votes at any time during the meeting until we declare voting closed. Thank you to those of you who have already voted. If you have already voted in advance of the meeting and do not wish to change your vote, then you do not need to do anything further at the meeting. For those who have not yet voted, we encourage you to vote now. If you choose to vote during this meeting, it only can be done through the virtual voting platform on the webcast. To vote, select the voting button located on the left side of the screen and tap the desired voting adoption. Once all voting options have been chosen, click the Submit button at the bottom to cast your vote.
Votes may be changed at any time, up to the time voting is closed. Once voting is declared closed, you will not be able to cast your votes. Please ensure you choose for, against, or withhold, as applicable, and click Submit at the bottom to ensure your votes are received by the scrutineers. Also, registered shareholders and duly appointed proxy holders who have logged in with a valid control number can submit questions at any time during the meeting through the virtual platform of our webcast. We will address questions at a general Q&A session at the end of the formal part of the meeting, provided that only questions regarding procedural matters or questions directly related to the resolutions before the meeting may be addressed during the meeting.
We will receive the questions, and at the appropriate time, we'll read them and the names of the submitting shareholders or proxy holders aloud so that everyone may be aware of the question being considered. In the interest of efficiency, if we have a number of questions that are similar in topic, we will paraphrase, group the questions, and mention that we have received similar questions. However, please note that due to time constraints, we may be unable to address all questions. The meeting has also been made accessible too, and we also wish to welcome all guests who are not registered shareholders or holding proxies of registered shareholders. As a reminder, as with any in-person meeting, only registered shareholders and duly appointed and registered proxy holders are permitted to vote or ask questions at this meeting. In order to make the best use of our time, Mrs.
Karen Dawes will move and I will second all motions. While this procedure will facilitate the handling of the formal matters, registered shareholders or duly appointed proxy holders may address the meeting when there is a call to discuss a motion before the meeting. Should you like to address the chairman on any motion, please type in your question or comment in the Ask a Question box available on the left side of your screen. A reminder that this function is only available to those who have logged in as a registered shareholder or duly appointed proxy holder. If there is any discussion or question, the secretary will read the question aloud. All motions will be moved and seconded once the formal matters of the meeting have been presented.
With the consent of the meeting, TSX Trust Company, the corporation's transfer agent and registrar, through its representatives, will act as scrutineers of this meeting. The scrutineers will report on the shareholders present on the virtual platform and the number of securities represented in person and by proxy at this meeting, compute the votes cast by ballot, and report to me on these matters. I have received the preliminary scrutineers report. I declare that there are at least two shareholders present by electronic means and holding or representing by proxy, at least 25% of the votes entitled to be cast at the meeting. As such, I declare that the requisite quorum of shareholders is present, and that the meeting is properly constituted for the transaction of business. I direct that the scrutineers report on attendance be annexed to the minutes of the meeting.
The notice calling this meeting and the accompanying materials have been made to all shareholders of the corporation, and the Secretary of the meeting has provided me with proof of service of such materials. Copies of such materials are available on Medicenna's website. Accordingly, the reading of the notice of meeting will be dispensed with. I propose that we proceed with the business of the meeting. The 2023 annual report of the corporation for the fiscal year ended March 31, 2023, together with the 2023 audited financial statements and the related auditor's report, have been mailed to the shareholders of the corporation who previously requested them. Copies of such materials are available on Medicenna's website. It is not intended, nor required, to ask shareholders to approve the financial statements.
However, management would be pleased to deal with any relevant questions concerning the statements during the general question period, which follows the formal business of this meeting. Election of directors. Ms. Rosemina Merchant and Dr. Chandrakant Patel , both directors of the corporation since 2016, have decided not to stand for re-election at this meeting. On behalf of the board of directors, I would like to sincerely thank them for their contribution over the past 6 and 7 years. We will now proceed with the election of directors. The proposed nominees to the board of directors are Albert Beraldo, Karen Dawes, Dr. Jack Geltosky, Dr. John Sampson, and myself, Dr. Fahar Merchant. I understand that these nominees have consented to act as directors. Mr. Secretary, are there additional nominations?
Mr. Chairman, I confirm that there are no other nominations.
If there are no further nominations, I declare the nominations closed. Appointment of auditors. The next item of business is to appoint PricewaterhouseCoopers LLP, as the auditor to hold office until the close of the next annual general meeting of shareholders, or until its successor is appointed, and that the directors of the corporation be authorized to fix its remuneration in such amounts as the directors may, in their discretion, determine. Approval of unallocated options. The next item of business is the approval of all unallocated options under the stock option plan of the corporation. The stock option plan does not have a fixed number of common shares of the corporation issuable thereunder, but permits the issuance of up to an aggregate of 15% of the outstanding shares from time to time.
As of August 9, 2023, 5,689,353 common shares of the corporation remained available for grant under the stock option plan. Pursuant to the rules of the Toronto Stock Exchange, the shareholders of the corporation must approve and reaffirm every three years the unallocated options under the stock option plan. Unless there are any objections, I will dispense with the reading of the unallocated options resolution set out in full in page 15 of the Management Information Circular, and ask to move to pass the unallocated options resolution.
The next item of business is considering, and if deemed appropriate, adopting a resolution, the text of which is set out in the Management Information Circular, approving the adoption of an amendment to the corporation's articles to effect a reverse stock split or a consolidation of the corporation's issued and outstanding common shares on the basis of not less than 1 post-consolidation share for every 5 pre-consolidation shares, and not more than 1 post-consolidation share for every 15 pre-consolidation shares. Such amendment to become effective at a ratio and a date to be determined by the board, when the board considers it to be in the best interest of the corporation to implement such share consolidation.... as more particularly described in the Management Information Circular.
As described in the Management Information Circular, on October 25, 2022, the corporation was notified by NASDAQ that the closing price of the shares did not meet the minimum bid price requirement required to comply with NASDAQ listing standards. On April 25, 2023, the corporation received an extension notice from the NASDAQ, granting the corporation's request for a 180-day extension to regain compliance with the minimum bid price requirement. Pursuant to NASDAQ rules, the corporation has until October 23, 2023, to regain compliance with the minimum bid price requirements. Such compliance may be achieved through the reverse stock split, or if at any time prior to October 23, 2023, the closing bid price of the common shares of the corporation is at least $1 for a minimum of 10 consecutive business days.
If a corporation does not regain compliance prior to October 23, 2023, the common shares of the corporation will be delisted from NASDAQ, but the corporation will have the option to request a hearing to appeal the delisting determination. There can be no assurance that such an appeal, if made, will be granted by NASDAQ. The board is of the opinion that it may be in the best interest of the corporation and the shareholders to proceed with the reverse stock split in order to both, one, maintain the NASDAQ listing, and two, enhance the marketability of the shares, given that an increase in the price per share would increase the interest of institutional and other investors with policies that prohibit them from purchasing stock below a minimum price.
To be effective, corporate law requires that a reverse stock split resolution may be approved by a special resolution of the shareholders, being a majority of not less than two-thirds of the votes cast by shareholders present in person or by proxy at the meeting. For a more detailed description of the reverse stock split resolution, please refer to the Management Information Circular. Voting on items of business. Now that all formal matters of the business have been presented, would Mrs. Dawes please make the motions for the formal matters of the meeting?
Mr. Chairman, first, I move that the persons who have been nominated be individually elected as directors of Medicenna Therapeutics Corporation for the ensuing year or until their successors are elected or appointed. Second, I move that PricewaterhouseCoopers LLP be appointed as auditor for Medicenna Therapeutics Corporation for the fiscal year ending March 31, 2024, and that the directors of the corporation be authorized to fix its remuneration. Third, I move that all unallocated options under the corporation's stock option plan be ratified and approved. Fourth, I move that the reverse stock split resolution be approved. And fifth, I move that the multiple adjournment proposal be approved.
To accelerate the process, I would like to dispense with the reading of the Unallocated Option Resolution, the Reverse Stock Split Resolution, and the Adjournment Proposal, and that for the purposes of the meeting, these resolutions be approved as if they had been read in their entirety.
Thank you, Mrs. Dawes. I second all of Mrs. Dawes' motions. Mr. Secretary, are there any questions or discussions on these motions?
There is no discussion at this time.
As there is no discussion, I now call for a vote on the motions before the meeting. As previously mentioned, voting today will be conducted by ballot. The ballot has been open since the beginning of the meeting, and at this point, all registered shareholders and duly appointed and registered proxy holders who have properly logged in with their control numbers and wish to vote, should make their way to the Vote tab located on the left side of the screen. They will be available to see on the screen all the items put forward before this meeting. The voting will remain open for an additional 30 seconds. Once the ballot closes, you will no longer be able to submit your vote.... Now, before announcing the voting results, Mr.
Secretary, is there any other business that any shareholder or proxy holder present wishes to bring to the attention of the meeting?
There is no discussion at this time.
If there's no further discussion, I now declare the ballot closed, and we'll proceed to present the voting results. I will now ask the secretary to provide the preliminary results of the scrutineer's tabulation of today's votes.
Thank you, Mr. Chairman. The scrutineers confirmed the following preliminary vote results. Each of the director nominees received a required percentage of votes for. The percentage of required votes are favorable to the appointment of PricewaterhouseCoopers LLP as auditor for Medicenna Therapeutics Corp for the fiscal year ending March 31, 2024. The percentage of required votes are favorable to the option of the unallocated option resolution, and the percentage of required votes are favorable to the option of the reverse stock split resolution .
Thank you. I declare each of the resolutions considered at today's meeting in respect of those matters as carried. The full voting results will be published on SEDAR+ and EDGAR following the meeting. That concludes the formal business of this annual and special meeting of the shareholders, which I now declare closed. Thank you for participating in today's meeting, and we look forward to keeping you up to date as we progress with our programs.
Thank you for attending today's meeting. You may now disconnect.