Good morning and welcome. The annual general and special meeting of Definium Therapeutics Inc. will now come to order. My name is Carol Vallone, and I'm the Chair of the Board of Directors and the chair of this meeting. Today's meeting will be conducted in accordance with the Rules of Conduct, which are accessible by clicking on Rules of Conduct on the screen. The rules of conduct are intended to help conduct the meeting in an orderly and efficient manner, while also allowing shareholders and proxy holders the opportunity to ask questions. First, I would like to direct your attention to the cautionary note on the screen. During today's meeting, we will make certain forward-looking statements.
These statements are based on assumptions, opinions, and estimates of management as of today's date and subjects to risks, including those described in our public filings, which could cause actual results to differ materially from those indicated in these forward-looking statements. I would now like to introduce you to executive officers of Definium who are attending today's meeting virtually. Rob Barrow, Chief Executive Officer, Brandi Roberts, Chief Financial Officer, and Mark Sullivan, Chief Legal Officer and Corporate Secretary. I will ask Mark Sullivan, Chief Legal Officer and Corporate Secretary of the company, to act as secretary for this meeting. I will ask Jim Race to act as scrutineer of the meeting. The scrutineer has taken and subscribed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting.
The scrutineer's function is to decide upon the qualification of shareholders and proxy holders, accept their votes, and when balloting on all matters is completed, to tally the final votes. I have received an affidavit from Broadridge that the notice calling this meeting was mailed on April 27th, 2026, to shareholders of record at the close of business on April 15th, 2026. Based on a preliminary tabulation of shares present in person or represented by proxy at this meeting, I declare that a quorum of shareholders is present at this meeting. As there is a quorum present and as adequate notice of this meeting has been given, I also declare this meeting to be properly called and duly constituted for transaction of the business of the meeting.
We will first deal with the formal business to fulfill the legal requirements of this meeting, following which our chief executive officer will address any questions that do not relate to the formal business of the meeting. As described in the proxy statement and the rules of conduct, questions that are irrelevant to the business and affairs of Definium or the business of the annual meeting related to material non-public information of Definium, related to personal grievances, or in furtherance of personal interests, derogatory or otherwise in bad taste, repetitive of those made by another shareholder or proxy holder, or out of order, or not otherwise appropriate, will not be answered, all as determined by the chair of the annual meeting. Before we consider the business of the meeting, I would like to comment on the voting procedures to be used at today's meeting.
All motions of the meeting will be decided by electronic ballot. To facilitate the formal business of the meeting, I, as chair, will propose the formal motion. Only shareholders and proxy holders may make motions, raise questions, and vote on any matters that come before the meeting. Each item being voted on today is detailed in our proxy statement dated April 27th, 2026. If you have voted your shares as directed in the proxy materials and are in attendance at the meeting, either in person or represented by proxy, your vote has been received by the company scrutineer and there's no need to vote for shares during the meeting unless you wish to revoke or change your vote. The polls are now open. Shareholders and proxy holders who wish to vote their shares may do so by clicking on the Vote Here button.
The polls will remain open until just before the conclusion of the formal business of the meeting. In order to vote, click on the Vote Here button. To change your vote, simply select another voting option. If you would like to cancel your vote, please press Cancel. You must remain connected to the internet until your vote is accepted for your vote to be properly recorded. Shareholders and proxy holders may ask questions online at any time during the meeting by entering a question in the Q&A field located on the lower left of the screen and clicking Submit. We will respond to pertinent and appropriate questions received on each matter of formal business at the time it comes before the meeting.
Questions that are not received by that time or which do not relate to the formal business of the meeting will be addressed in the question and answer session following the conclusion of the formal business of the meeting. As the first item of business, I now table the financial statements of the company for the year ended December 31st, 2025, and the report of the auditors. They can also be accessed on Definium's website. As to the next item of business, it is now in order to proceed with the nomination and election of directors. The number of directors of the company has been fixed at seven. The company did not receive any notice of any director nominations in connection with this meeting within the time prescribed by the advance notice requirements in the company's articles.
Accordingly, at this meeting, the only persons eligible to be nominated for election as directors are the persons nominated by the board as set out in the company's proxy statement. The shareholders are being asked to elect the directors of the company to serve until the next annual general meeting of shareholders, or until their successors are elected or appointed, or until they otherwise cease to hold office. Information pertaining to each of the board's seven nominees for election as director was included in the company's proxy statement. Each of the persons nominated by the board, as set out in the company's proxy statement, are currently serving as directors of the company. I will now read the names of the persons nominated as directors by the board.
The names of the persons nominated by the board as directors of the company until the next annual general meeting of shareholders are Roger Adsett, Robert Barrow, Dr. Suzanne Bruhn, Dr. Roger Crystal, David Gryska, Andreas Krebs, Carol A. Vallone. The company has received the written consent of each of these nominees to act as a director of the company. Since there can be no further nominations under the company's articles, I declare the nominations closed. Since the number of nominees is the same as the number of vacancies to be filled, I move that a resolution that the persons nominated for election as directors be elected as directors of the company to hold office until the next annual general meeting be approved. Is there any discussion with respect to this motion? Mark, have we received any questions?
No, we have not.
Shareholders and proxy holders voting at the meeting may vote on this item of business by clicking on the Vote Here button. For each nominee, you may vote for or withhold from voting in respect of that nominee. If you have already provided voting instructions or submitted a proxy, you do not need to vote on this matter as long as your proxy holder is present at the meeting. The next item of business before the meeting relates to the appointment of auditors of the company. I move that KPMG LLP be appointed as the independent registered public accounting firm auditor of the company until the next annual general meeting of shareholders. Is there any discussion on this motion? Mark, have we received any questions on the appointment of the auditors?
No, we have not.
As a reminder to shareholders and proxy holders voting at the meeting to vote on this item of business, click on the Vote Here button. You may vote for or withhold from voting in respect of this motion. You may not vote for any other accounting firm other than KPMG LLP. If you have already provided voting instructions or submitted a proxy, you do not need to vote on this matter as long as your proxy holder is present at the meeting. The next item of business before the meeting is to consider, and if deemed advisable, approve the amendment to the Definium Therapeutics Inc. 2025 Equity Incentive Plan to increase the number of common shares available for issuance under the 2025 Equity Incentive Plan by 5 million common shares. I move that the amendment to the Definium Therapeutics Inc. 2025 Equity Incentive Plan be approved.
Is there any discussion on this motion? Mark, have we received any question on the approval of the amendment to the 2025 Equity Incentive Plan?
No, we have not.
As a reminder to shareholders and proxy holders voting at the meeting, to vote on this item of business, click on the Vote Here button. You may vote for, vote against, or abstain from voting in respect of this motion. If you have already provided voting instructions or submitted a proxy, you do not need to vote on this matter as long as your proxy holder is present at the meeting. The polls are now closed with respect to voting on all of the motions. The final report on voting results provided by the scrutineer after the meeting will be incorporated into the minutes of the meeting. Final voting results will be disclosed in a current report on Form 8-K that we expect to file with the SEC within four business days after the meeting and a report on voting results that we will file on SEDAR+.
If final voting results are not available to us in time to file a current report on Form 8-K within four business days after the annual meeting, we will file a Form 8-K to disclose preliminary results and within four business days after the final results are known to us, file an additional Form 8-K to disclose the final results. That concludes the agenda for the formal meeting. Since there are no other matters of business to come before the formal meeting, the formal meeting is concluded and terminated. I would now like to open the meeting to questions from shareholders and proxy holders. Questions can be submitted through the web portal. Mark will read those questions submitted that comply with the rules of conduct. Mark, have we received any questions?
Yes, we have. Question received from a shareholder: What date this month will you announce results of latest trial? Will this be immediately followed with an FDA request for approval? We'll turn that over to company CEO Rob Barrow.
Thanks so much, Mark and Carol, and thanks for the question. We've previously given guidance that we anticipate results from our EMERGE clinical trial in major depressive Disorder in late Q2. I would refer back to the guidance that we've given publicly and filed with the SEC in regards to our clinical timelines and regulatory timelines for any further clarity on expected upcoming milestones.
Thanks, Rob. Mark, have we received any further questions?
No, we have not.
Okay. Thank you all again for attending our virtual meeting today and your ongoing interest in the company. That concludes the agenda for today, and thank you for your attendance.
The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.