AGM 2020

May 20, 2020

Ladies and gentlemen, thank you for standing by. And welcome to the BioXcel Therapeutics Annual Meeting of Stockholders. I would now like to hand the conference over to your speaker, Peter Mueller. Please go ahead, sir. Good morning, everybody. Am Doctor. Peter Muller, the Chairman of the Board of Directors of BioXcel Therapeutics and the Chairperson of today's meeting. I'm very happy to welcome you to our 2020 Annual Meeting of Stockholders. I first want to take a moment to address these unprecedented times. The COVID-nineteen pandemic has truly affected each and every one of us. I personally want to thank all of the healthcare and essential workers who are tirelessly fighting on the front lines. Before I call the meeting to order, I'd like to introduce you to other members of the Board of Directors who are with us today. The other members of the Board joining us today are Doctor. Vimal Mehta, our President and Chief Executive Officer Doctor. Krishnan Nandabalan Doctor. Sandeep Lomas and Doctor. Michal Watrubak. I would like to introduce also Richard Steinhardt, our Chief Financial Officer and Maria Corrales of BDO USA LRP, the company's independent registered accounting firm. Ms. Corrales is available to respond to questions submitted via the question and answer function on the Annual Meeting webpage during that portion of the meeting when questions about the proposals are addressed. The meeting will now officially come to order. We will proceed with the formal business of the meeting as set forth in the notice of annual meeting in proxy statement. The polls open today, May 12, 2020 at 9 a. M. Eastern Time for voting on all matters before the meeting. If you have not voted and wish to vote, the polls will remain open until we finish presenting the proposals and close the polls. The voting is by proxy and for those voting during the meeting, online ballot. You do not need to vote during the meeting if you have already voted and do not wish to change your vote. Upon joining the meeting, an agenda for the meeting should have become available on your screen. Also available at the bottom of your screen is a list of rules of conduct for the meeting. To conduct an orderly meeting, we ask the participants abide by these rules. We will be responding to appropriate questions raised regarding the matters to be voted on at this meeting. If you would like to submit a question, you may enter your question in the question and answer function on the Annual Meeting webpage. You must include your name and, if applicable, organization with your question. Each stockholder will be able to ask up to 2 questions. Please also be reminded of our rules of contact available on the meeting web page. Our Board of Directors set March 27, 2020 as the record date for those stockholders entitled to vote at this meeting. We have a certified list of stockholders of the company as of the close of business on the record date who are entitled to notice of and to vote at this meeting. The list was available for inspection at our corporate headquarters for 10 days prior to meeting. And for stockholders that have entered a valid 16 digit control number, the stockholder list is also available during this meeting on the bottom panel of your screen. I also have an affidavit of mailing establishing that notice of this meeting was first distributed or made available on April 6, 2020 to all stockholders of record of the company as of the close of business on March 27, 2020. A copy of the notice of meeting and the affidavit of mailing will be included with the minutes of this meeting. At this time, I'd like to introduce Douglas Czerniecki, a representative of Broadridge Investor Communication Services. The Board of Directors has appointed a representative of Broadridge to act as Inspector of Election at today's meeting. Mr. Cernacki has signed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. Mr. Czernycki has informed me that a quorum is present. Therefore, I hereby declare this meeting to be duly constituted for the transaction of business. We will now proceed with the formal business of this meeting. There are 4 proposals to be considered by stockholders at today's meeting. The company recommends that the stockholders vote for each of the director nominees named in the first proposal and for the remaining three proposals. The first item of business is the election of Doctor. Sandeep Lomas and Doctor. Michael Wadrupa to serve as Class 2 directors of the company to hold office until the company's annual meeting of stockholders to be held in 2023 and until their respective successors have been duly elected and qualified. The plurality of the votes cast, meaning that the 2 nominees receiving the highest number of affirmative 4 votes is the voting standard for this item of business and is required for each of the nominees to be elected as Class 2 directors. In accordance with the advanced notice provision in the bylaws of the company, stockholders are required to provide advanced notice of their intent to nominate candidates for directors. No such notice was received. Therefore, I declare the nominations of for director closed. A motion to elect who directors is now in order. The second item of business is the ratification of the Audit Committee appointment of BDO USA LLP as the company's independent registered public accounting firm for our 2020 fiscal year. The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively excluding abstentions at this annual meeting by the holders entitled to vote on this item of business is required for the approval of this proposal. The 3rd item of business is the approval of the company's 2020 incentive award plan. The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively excluding abstentions at this annual meeting by the holders entitled to vote on this item of business is required for the approval of this proposal. The 4th item of business is the approval of company's 2020 employee stock purchase plan. The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively excluding abstentions at this annual meeting by the holders entitled to vote on this item of business is required for the approval of this proposal. That was the final proposal for today's meeting. We will now address questions on the proposals. If you have not yet submitted your question, please do so via the question and answer text box on the Annual Meeting page. Mr. Steinhardt, are there any questions? No, there are no questions. Okay. So note that we did not answer certain questions. So there are no more questions at this time. So we are going to close the polls. If you wish to vote and haven't yet already, please vote now by clicking on the voting button on the web portal and following the instructions. The polls will close in 1 minute. You do not need to vote electronically if you have already sent in your signed proxy or if you have voted by telephone or Internet unless you wish to change your vote. The time is now 9:10 a. M. On May 20, 2020, and the polls are now closed for voting. The Inspector of Elections will count the votes. Based on the preliminary report of the Inspector of Elections, each of Doctor. Sandeep Lomas and Doctor. Michael Wadrupa have been elected as directors to serve until our meeting until our annual meeting to be held in 2023. The appointment of BDO USA LLP as our independent registered public accounting firm for our 2020 fiscal year has been ratified. The company's 2020 incentive award plan has been approved and of course the company's 2020 employee stock project plan has been approved. The final tally of the votes will be published within 4 business days in our current report on Form 8 ks will be filed with the Securities and Exchange Commission. It is now 9:11 am and the formal portion of the meeting has concluded. This meeting is now adjourned. With that, ladies and gentlemen, this concludes our annual meeting. I want to thank you for attending and for your continued support of BioXcel Therapeutics.