Ladies and gentlemen, I am Jim Lang , the Director and the Chairman of BioVie and Chairman of the Special Meeting. I hereby call the Special Meeting of Stockholders to order. On behalf of my fellow officers and directors, it's my pleasure to welcome you to the Special Meeting of BioVie. Mr. Cuong Do, our Chief Executive Officer; Ms. Wendy Kim, Chief Financial Officer; and Dr. Joseph Palumbo, our Chief Medical Officer, are virtually attending the Special Meeting of Stockholders. In addition, Michael Sherman, a Board Director, is virtually attending the Special Meeting of Stockholders. We also have Lee Tomasu of EisnerAmper LLP, the company's independent public accountant, virtually attending the Special Meeting of Stockholders. Stephen Older and Carly Ginley of McGuireWoods, the company's outside securities counsel, are also attending the Special Meeting of Stockholders. The polls are open for voting on all matters to be presented.
After I describe each item to be voted on, we will close the polls. We will not accept ballots, proxies, revocations, or changes after the closing of the polls. Now, if you've already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now, and your shares will be voted as previously instructed. If you intend to vote and have not already done so and are a Stockholder of Record, which means you hold your shares in your own name and not through a brokerage account, as of June 2, 2025, you must submit your vote online now in order for it to be counted. If you are a Stockholder of Record, as of that date and have not yet voted, I encourage you to vote online now. I've asked Ms.
Kim to act as Secretary of the Special Meeting and to record the minutes of the Special Meeting. Before considering the business to be discussed at the Special Meeting, I would like Ms. Kim, to report on the formal steps taken in connection with this Special Meeting. Over to you, Ms. Kim.
Mr. Chairman, the Board of Directors, has adopted resolutions which provide that this Special Meeting, be held today and which fix the close of business on June 2, 2025, as the record date for the determination of stockholders entitled to notice of and to vote at this Special Meeting. I hereby present the affidavit of Joanne Vogel, an employee of Broadridge Financial Solutions, Broadridge, which states that the notice of the Special Meeting, of the shareholders, proxy statement, and proxy card were first mailed on June 6, 2025, to each holder of the company's common stock at the close of business on the record date. I also have at the Special Meeting, a list of stockholders of the company's common stock as of the record date, that was compiled by Broadridge, and is available for viewing by the stockholders of record at the Special Meeting.
The list sets forth each stockholder's address, holdings as they appear on the records of the company's transfer agent and on the company's share ledger. According to this list, there were 18,570,726 shares of common stock, issued and outstanding, on the record date. Each outstanding share of the common stock, is entitled to one vote per share on the matters presented to this Special Meeting.
Thank you, Ms. Kim. I would like you to file the affidavit as to the mailing of the proxy material in the Minute Book of the company, with the minutes of this Special Meeting. Also, I hereby appoint Mr. Do, the company's Chief Executive Officer, to act as Inspector of Election, of this Special Meeting. The Inspector, has executed an oath to carry out his duties impartially and to the best of his ability. He will distribute and collect the ballots and count the votes.
Mr. Chairman, I present to you the oath signed by the Inspector of the Election.
The oath of the Inspector of Election, will be filed with the minutes of this Special Meeting. Will the Inspector of Election, now provide us with a count of the stockholders virtually present or by proxy?
Mr. Lang, I can report that a preliminary count indicates the presence of a quorum, I mean the process of completing a count of all stockholders virtually present or by proxy, and will render an exact report at the end of the Special Meeting.
Since the holders of record of at least the majority of the outstanding shares of common stock entitled to vote at this Special Meeting are virtually present or by proxy, I declare that a quorum is present. The first order of business is granting the Board of Directors authority, in its sole discretion, prior to the one-year anniversary of the Special Meeting, to effect a reverse stock split of the outstanding shares of the company's stock at a reverse split ratio, of between one for five and one for ten, as determined by the Board of Directors, whereby every five to ten shares, of the authorized issued and outstanding common stock, shall be combined into one share of authorized issued and outstanding common stock, the reverse stock split proposal.
This proposal needs to be approved by the affirmative voting shares of common stock representing a majority of votes cast on the proposal virtually present or represented by proxy at this Special Meeting. I will entertain a motion for the reverse stock split proposal.
I so move.
I second the motion.
The reverse stock split proposal is now closed. The second order of business is granting discretionary authority for the company to adjourn the Special Meeting, if necessary, to solicit additional proxies, in the event that there are not sufficient votes at the time of the Special Meeting, to approve the reverse stock split proposal. This is known as the adjournment of the Special Meeting proposal. This proposal needs to be approved by the affirmative vote of shares of common stock, representing a majority of votes cast on the proposal virtually present or represented by proxy at the Special Meeting. I will entertain a motion for the adjournment of the Special Meeting proposal now.
I so move.
I second the motion.
The adjournment of the Special Meeting proposal is now closed. Are there any other matters to be brought before this Special Meeting? Being none, I will now call for votes on, number one, the reverse stock split proposal and, number two, the adjournment of the Special Meeting proposal. The polls are now closed. Now, I would like to have the Inspector of Election complete his report showing a final count of the stock represented here today and the tally of votes cast in regard to each proposal.
As Inspector of Election, I hereby report that there are 18,570,726 shares of common stock, entitled to vote represented at this Special Meeting, comprising approximately 100% of the outstanding common stock of the company. In voting for the reverse stock split proposal, I hereby report that 8,664,435 shares of the company's common stock were voted in favor of this proposal, representing approximately 79.7% of the shares of common stock, represented with respect to this proposal. In voting for the adjournment of the Special Meeting proposal, I hereby report that 8,788,143 shares of the company's common stock were voted in favor of this proposal, representing approximately 81.2% of the shares of common stock represented with respect to this proposal.
Thank you, Mr. Do. I declare that the reverse stock split proposal and the adjournment of the Special Meeting proposal have been approved. Let me now call for the adjournment of the meeting.
I move that the Special Meeting be adjourned. I second the motion.
There being no objections to the motion made to adjourn the Special Meeting, I hereby declare the Special Meeting adjourned. Thank you, everyone, for your attention.
This now concludes the meeting. Thank you for joining and have a pleasant day.