Good day, everyone, and welcome to the annual meeting for BioVie, Inc. Our host for today's call is Jim Lang, Chairman of the Board of Directors. Jim, the floor is yours.
Welcome. Ladies and gentlemen, I am the Chairman and Board of Directors of BioVie, Inc and Chairman of this annual meeting of stockholders. I hereby call this meeting to order. On behalf of my fellow officers and directors, it is my pleasure to welcome you to this annual meeting. Mr. Cuong Do, Chief Executive Officer and Director; Dr. Joe Palumbo, Chief Medical Officer; and Ms. Wendy Kim, Chief Financial Officer, are virtually attending this annual meeting of stockholders. In addition, the other board members—Sigmund Rogich, Michael Sherman, Amy Chappell, and Kameel Farag—are virtually attending this annual meeting. We also have Lee Tomasso of EisnerAmper, LLP, the company's independent public accountant. They are also virtually attending this annual meeting. Finally, Stephen Older and Carly Ginley of McGuireWoods, the company's outside security counsel, are also virtually attending this meeting. 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. If you've already submitted your vote by proxy and do not wish to change your vote, you do not need to do anything, and your shares will be voted as previously instructed. If you have not already voted and are a stockholder holding shares in your own name and not through a brokerage account, as of September 22nd, 2025, you must submit your vote online now in order for it to be counted. I encourage you to vote online now. I've asked Ms. Kim to act as Secretary of this annual meeting and to record the minutes of this annual meeting. Before considering the business to be discussed at this annual meeting, I would like Ms.
Kim to report on the formal steps taken in connection with the annual meeting.
Mr. Chairman, the Board of Directors have adopted resolutions which provide that this annual meeting be held today, which fixed the close of business on September 22nd, 2025, as the record date for this determination of stockholders entitled to notice of and to vote at this annual meeting. I hereby present the affidavit of Joanne Vogel, an employee of Broadridge Financial Solutions, which states that the notice of the annual meeting of shareholders, proxy statement, and report on 10-K and proxy card were first mailed on September 29th, 2025, to each holder of the company's common stock as of the close of the business on the record date. I also have at this meeting a list of the shareholders of the company's common stock as the record date that was compiled by Broadridge and is available for viewing by stockholders of record at this annual meeting.
The list sets forth each stockholder's address and holdings as they appear on the records of the company's transfer agent and on the company's share ledger. According to the list, there were 7,535,080 shares of common stock issued and outstanding on the record date. Each outstanding share of common stock is entitled to one vote per share on the matters presented at the annual 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 annual meeting. I hereby appoint Mr. Cuong Do, the company's Chief Executive Officer and Director, to act as Inspector of Election of this 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 Election.
The oath of the Inspector of Election will be filed with the minutes of this annual meeting. Will the Inspector of Election now provide us with account of the stockholders virtually present or by proxy?
Mr. Lang, I can report that a preliminary count indicates the presence of a quorum. I'm in the process of completing a count of all stockholders virtually present or by proxy and will render an exact report at the end of this annual meeting.
Since the holders of record of at least the majority of the outstanding shares of common stock entitled to vote at this annual meeting are present virtually or by proxy, I declare that a quorum is present. Our first order of business is the Board Election Proposal, which calls for the election of six directors. The persons receiving a plurality of affirmative votes among the votes cast on the proposal shall hold that position for the term of one year or until the next annual meeting or until another is chosen in his or her stead. I hereby open the floor for nominations.
Mr. Lang, as a stockholder of record of the company, I hereby nominate the following persons for election as directors to each serve for a one-year term: Jim Lang, Cuong Do, Michael Sherman, Sigmund Rojich, Amy Chappelle, and Kameel Farag.
I second the nominations.
We have received nominations to elect six persons to serve as directors of the company for a one-year term. If there are no further nominations, I will entertain a motion that the nominations for the election of directors be closed.
I move that the nomination for election of directors be closed.
I second the motion.
The nominations are closed. The second order of business is the auditor's ratification proposal calling for the appointment of EisnerAmper, LLP, as the company's independent registered public accounting firm for the 2026 fiscal year. This proposal needs to be approved by the affirmative vote of a majority of votes cast at the annual meeting. I will entertain a motion for the auditor's ratification proposal.
I so move.
I second the motion.
The auditor's ratification proposal is now closed. Our third order of business is the 2019 plan proposal to approve an amendment and restatement of the 2019 Omnibus Equity Incentive Plan to increase the number of shares authorized for issuance to 3 million. I entertain a motion for the amendment and restatement of the 2019 Omnibus Equity Incentive Plan.
I so move.
I second the motion.
Are there any other matters to be brought before this meeting? Hearing none, I now call for the votes for: one, the Board Election Proposal; two, the Auditor Ratification Proposal; and three, the 2019 Omnibus Equity Incentive Plan 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 to tally the votes cast in regard to each proposal.
As the Inspector of Election, I hereby report that there are 3,417,857 shares of common stock entitled to vote represented at this meeting, comprising approximately 45.35% of the outstanding common stock of the company. In voting for the Board Election Proposal, I hereby report that Jim Lang, Cuong Do, Michael Sherman, Sigmund Rojich, Amy Chappell, and Kameel Farag each received the plurality of the votes cast. In voting for the Auditor Ratification Proposal, I hereby report that 3,245,049 shares of the company's common stock, representing approximately 86.57% of shares of common stock virtually present or by proxy, have voted in favor of this proposal. In voting for the approval of the 2019 plan proposal, I hereby report that 1,340,062 shares of the company's common stock, representing approximately 86.57% of common shares of common stock represented virtually present or by proxy, have voted in favor of this proposal.
Thank you, Mr. Do. I declare that Cuong Do, Michael Sherman, Sigmund Rojich, Amy Chappell, and Kameel Farag, and I have been elected as directors of the company to serve for one year. I declare that the appointment of EisnerAmper, LLP, as independent registered public accounting firm for the 2026 fiscal year has been ratified and that the amendment and restatement of the 2019 plan has been approved. I hereby call for a motion to adjourn.
I move that the annual meeting be adjourned.
I second the motion.
There being no objections to the motion made to adjourn this annual meeting, I hereby declare this annual meeting adjourned. Thank you.
That concludes our meeting today. You may now disconnect.