Good morning, everyone, thank you for joining us for the Numinus 2023 Annual General and Special Shareholder, Special Meeting of Shareholders. My name is Payton Nyquvest, CEO and Chair of the Board. It is a pleasure to be here with all of you today. We will begin today's meeting with the official business of the shareholder meeting, after which I will make some brief remarks, any questions from shareholders will be addressed. With that, we will begin today's meeting by asking the proposed scrutineer and secretary of the meeting to confirm that quorum is present and the meeting is duly constituted respectively.
Good morning. I report that our quorum has been met. Good morning, Mr. Chairman. I can report that this meeting is duly constituted.
Thank you. I now call this meeting to order.
Welcome to the Annual General and Special Meeting of Shareholders of Numinus Wellness Inc. With the consent of the meeting, I will act as Chair. As this meeting is held virtually via the Lumi Virtual Shareholder Meeting platform, we will start with some housekeeping matters to ensure the orderly conduct of the meeting. Questions may be submitted to the moderator by any registered shareholder or duly appointed proxy holder using the instant messaging service of the Lumi platform. Questions in respect of a motion or questions regarding procedural matters directly related to the motions before the meeting may be addressed during the meeting. Questions of a general nature or unrelated to any matters placed before the meeting will be addressed during the question period at the end of the meeting.
For the purpose of today's meeting, voting on all matters will be by way of votes cast on the Lumi platform and those votes previously submitted by proxy. If you have already voted by proxy ahead of the meeting, you do not need to vote again unless you wish to change your vote. Voting again will revoke any previously delivered proxy. All matters proposed for approval at the meeting must be approved by a majority of the votes cast. Virtual voting for all of the resolutions before this meeting will now open on the Lumi platform and will remain open until we advise that the virtual voting will be closed.
Only registered shareholders and duly appointed proxies, proxy holders who have not previously delivered a proxy or who have delivered a proxy and wish to change their vote are asked to vote on each item of business on the Lumi platform. If you have delivered a proxy and do not wish to change your vote, you do not need to do anything. We will now proceed with the formal business of today's meeting. In the order of the meeting to cover all of the business within a reasonable period of time, we have prearranged with certain persons attending this meeting to move and second certain resolutions. This procedure is not an attempt to discourage participation, but merely a way to expedite proceedings. I will now ask Paula Amy Hewitt, Senior Vice President, General Counsel, and Chief Privacy Officer of Numinus, to act as Secretary of the meeting.
I will now ask Leslie McFarlane of Odyssey Trust Company to act as the scrutineer of the meeting. I now refer you to the audited financial statements of Numinus for the year ended August 31st, 2022, together with the report of the auditors therein. Copies of the financial statements and auditors' report were mailed to each shareholder who had indicated they wish to receive such documents and therefore have been placed before the shareholders of Numinus. If any shareholder has any questions or comments regarding the financials, please submit your questions and comments using the instant messaging service of the Lumi platform, and we will be pleased to address them during the question and answer period at the conclusion of the meeting. We will now proceed with the election of the directors.
I would ask someone to please move the adoption of the resolution to set the number of directors of the Board of Directors of Numinus at five.
Five so moved.
I second the motion.
Thank you. As a reminder, the polls remain open to vote on the Lumi platform. If a registered shareholder or duly appointed proxy holder has any questions regarding the motion or procedural matters related to this motion, please submit them via the Lumi instant messaging now. We will now pause the meeting to confer with the moderator regarding any questions received. There are no questions submitted. We have conferred with the moderator and confirmed that we can proceed. We will now proceed with the election of the directors.
Under Numinus' majority voting policy, shareholders are entitled to vote for the than withhold for the voting on each individual director nominee. If a nominee director receives less votes for than withhold votes, they will not serve as a director of Numinus. In addition, the rules of the Toronto Stock Exchange require that details, detailed results of the vote for the election of directors be made public promptly after the meeting. It is therefore necessary to ensure that the number of shares voted in favor of or against each individual director is recorded. In addition, advance notice is required to make nominations at this meeting, as there were no other nominations submitted pursuant to the advance notice policy.
I will now ask someone for a motion to nominate those persons named in the circular, being Payton Nyquvest, Allen Morishita, Larry Timlick, Michael Tan, and Edwin Garner as directors of Numinus to hold such office until the annual meeting of shareholders or until their successors are duly elected or appointed.
I so move.
I second the motion.
Thank you. As a reminder, the polls remain open on the Lumi platform. Detailed results of the vote for the election of directors will be made available after the meeting in accordance with the TSX policies. If a registered shareholder or duly appointed proxyholder has any questions regarding the motion or procedural matters related to this motion, please submit them via the Lumi instant messaging now. We will now pause the meeting to confer with the moderator regarding any questions received. There are no questions submitted.
We have conferred with the moderator and confirmed that we can proceed. The next item of business is the appointment of the auditors of Numinus. Would someone please move the adoption of a resolution appointing Davidson & Company LLP as the auditors of Numinus until the close of the next annual meeting of shareholders or until its successor is appointed and authorizing the board of directors to fix the auditors renumeration during this period. I so move. I second the motion. Thank you. As a reminder, the polls remain open on the Lumi platform. If a registered shareholder or duly appointed proxyholder has any questions regarding the motion or procedural matters related to this motion, please submit them via the Lumi instant messaging now. We will now pause the meeting to confer with the moderator regarding any questions received. There are no questions submitted.
We have confirmed with the moderator and confirmed that we can proceed. Next item of business is to consider, and if thought fit, to pass an ordinary resolution approving certain amendments to Numinus' Omnibus Equity Incentive Plan as described in the summary of the plan of amendments section of the circular. The full text of the amended plan is also available and attached to the circular as Schedule A. The incentive plan resolution, as defined in the circular, must be approved by a majority of the votes cast for such resolution. The full text of the incentive plan resolution is set out in the circular. I will now ask somebody to move to adopt the incentive plan resolution as set out in the full circular to dispense with the reading thereafter. I so move. I second the motion. Thank you.
As a reminder, the polls remain open on the Lumi platform. If a registered shareholder or duly appointed proxyholder has any questions regarding the motion or procedural matters related to this motion, please submit them via the Lumi instant messaging now. We will now pause to confer with the moderator regarding any questions received. There are no questions submitted. We have conferred with the moderator and confirmed that we can proceed. At this point, all registered shareholders and duly appointed proxyholders should have submitted their votes on all motions brought forth in this meeting. If you have not already voted, please do so now. The polls will remain open for 30 more seconds. I would now ask that the polls be closed on the Lumi platform.
I've been advised by the scrutineer that all resolutions have been approved by more than the requisite majority, and that each director nominee has been duly elected as a director of Numinus. As such, I declare all motions carried. Is there any other matter a shareholder wishes to raise? If so, please enter it on the Lumi instant messaging platform. We will now pause the meeting to confer with the moderator regarding any questions received.
There are no questions submitted.
We have conferred with the moderator and confirmed that we can proceed. As there is no additional business, I ask for a motion to conclude the formal part of this meeting.
I so move.
I second the motion.
I declare the motion carried and the formal part of the meeting concluded.
I will now make a few remarks and management will answer any questions asked by registered shareholders and duly appointed proxy holders through the Lumi platform during today's meeting. Thanks everybody for your participation in the Numinus Annual and General Special Meeting of Shareholders. I'd like to take this opportunity to make a few remarks. 2022 was a very transformational year for Numinus that saw us complete many strategic initiatives that have set a strong foundation for continued growth. The largest among them was the acquisition of Novamind in June, which expanded our wellness clinic operations into the United States, added a highly regarded clinical research management business to our platform, and nearly doubled the size of our team. Our assortment of client services also grew to include a wider array of ketamine-assisted therapies and transcranial magnetic stimulation.
We're proud to be providing even more treatment options in even more locations for a growing number of people seeking relief from mental health conditions. Today, Numinus has established a unique market position with a strong and expanding sector partnerships, a growing practitioner training program and pipeline, and clinical infrastructure well-prepared to offer the next generation of mental health services. Our 12 wellness clinics are strategically located in cities across North America, often in clusters that benefit from shared resources, management, and brand awareness campaigns. Our four research clinics, two in Canada and two in the United States, are exceptionally well regarded by many companies and organizations in our sector, many of whom contract our CRO business to manage their clinical trials at our trial sites.
Our Health Canada licensed bioanalytical lab continues to drive innovation in our sector, most recently with the launch of our shelf-stable, consistently dosed psilocybin tea product known as EnfiniTea. The initiatives we completed over the last several quarters are also driving significant financial improvement. The acquisition of Novamind has more than quintupled our revenue with continued meaningful organic revenue growth seen in our most recent quarter. This, combined with ongoing cost containment initiatives and efficiencies of scale, have bolstered our gross margins to nearly 42% in the fiscal first quarter of 2023. Most importantly, we expect that with continued practitioner recruitment and fully utilized clinic capacity, we can hit profitability within our existing infrastructure, likely in the next 18 months.
Today, we have more than 150 practitioners providing services across our clinic network and continue to build a strong pipeline of potential new recruits through our practitioner training programs, something we've highlighted in the past as being a strategic asset for us. These training programs not only build internal expertise at Numinus, but also support a greater number of ketamine and psychedelic-assisted therapy-trained practitioners for the entire sector, which will be critically important to enable greater access to these treatments once approved. As we've seen most recently with regulatory changes in Australia, Colorado, and Alberta, there is a recognized shift to support greater access to important psychedelic therapies.
Combined with MAPS estimate of having MDMA-assisted therapy for PTSD approved in the U.S. in the first half of next year, we believe the next two years will be important inflection point for the entire sector, with several regulatory catalysts underway. This is an incredibly exciting time for the sector and for Numinus as we build the foundations needed to act immediately when health authorities and regulators approve these very important therapies. I continue to believe that Numinus, more than any other sector participant, is best positioned for this healthcare transformation. We already have the clinical trial facilities and expertise to provide unique protocols for MDMA and psilocybin-assisted therapies. We have a highly regarded psychedelic-assisted therapy practitioner training program to ensure we have enough qualified staff to deliver these therapies, and our fiscally responsible approach to expansion has proven our business model is sustainable and well-positioned for future growth.
We're extremely excited about the opportunities ahead for Numinus and believe we're nearing some of the most important catalysts for our business and the sector. I look forward to sharing even more milestones with our shareholders in the months and years ahead. If you have any questions, please submit them on the Lumi instant messaging function. With that, I'll now pause to confirm with the moderator regarding any questions received. There are no questions submitted. If there are no questions, I'd like to thank all of you for participating in our meeting today and look forward to updating you on the progress of our business in the quarters and years ahead. Thank you.