Precision BioSciences, Inc. (DTIL)
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AGM 2026

May 21, 2026

Operator

Thank you for standing by, and welcome to Precision BioSciences, Inc annual meeting. I'd like to remind everyone that this call is being recorded and that all lines have been placed on mute to prevent any background noise. I would now like to turn the call over to Naresh Tanna. You may begin.

Naresh Tanna
VP of Investor Relations, Precision BioSciences

Good morning, welcome to the Precision BioSciences annual meeting of stockholders. My name is Naresh Tanna, and I am the Vice President of Investor Relations at Precision. Our remarks during this meeting, including any responses to questions today, may include forward-looking statements. Forward-looking statements involve risks and uncertainties, which are described in our SEC filings, including our fiscal 2025 annual report on the Form 10-K, and our actual results may differ materially. Any forward-looking statements that we make during this meeting are based on our beliefs and assumptions today, and we do not have any obligations to update them. I'd now like to introduce Kevin Buehler, Precision BioSciences Chair of the Board of Directors.

Kevin Buehler
Chairman of the Board of Directors, Precision BioSciences

Good morning, ladies and gentlemen, thank you for joining us today for our annual meeting of stockholders. I'm joined today by fellow board members, including Melinda Brown, Dr. Stanley Frankel, Geno Germano, Shari Lisa Piré, and Michael Amoroso. Over the past year, the board and management have remained focused on disciplined execution as Precision BioSciences continues to advance its mission of translating the potential of ARCUS genome editing into potentially curative therapies for diseases with high unmet need. In 2025, the company made meaningful progress across its wholly-owned in vivo gene editing programs, including advancing PBGENE-HBV in the phase I ELIMINATE-B trial while also moving PBGENE-DMD through key regulatory milestones and toward the clinic. We are also encouraged by the continued validation of the ARCUS platform through our partnered programs.

Taken together, these achievements reflect the strength of Precision's science, the focus of its strategy, and the commitment and execution by its team. On behalf of the Board, I would like to thank our employees, partners, and stockholders for their continued support. We believe Precision has entered 2026 with strong momentum, a clear strategic focus, and the capital needed to advance its lead programs through clinical milestones. I'd now like to introduce Michael Amoroso, Chief Executive Officer of Precision BioSciences, a member of our Board of Directors, and the chairperson of today's meeting.

Michael Amoroso
CEO, Precision BioSciences

Thank you, Kevin. Good morning, thank you to our shareholders. In addition to our board of directors, we are also joined today by members of Precision's senior leadership team, including Alex Kelly, our Chief Financial Officer, and Dario Scimeca, our Chief Legal Officer. We appreciate all of you for being with us today. I'd also like to introduce Carolyn Daughtry of Deloitte & Touche, the company's independent auditor. Although Deloitte has indicated that it does not plan to make a statement, Carolyn is available to respond to relevant questions via the question and answer function on the annual meeting webpage. Let's now officially call our meeting to order. Excuse me.

Before we proceed with the items of business, I'd like to thank our stockholders for your continued support of Precision BioSciences and our mission to improve the lives of patients by translating the potential of ARCUS genomic editing into potentially curative therapies for diseases with the highest unmet needs. Our lead programs for chronic hepatitis B and Duchenne muscular dystrophy are indicative of the broad array of diseases that can be addressed by ARCUS genomic editing. Our mission and our focus are patients to continue to guide our execution as it did through 2025. Over the past year, we've made substantial progress across our business. Most notably, we continued advancing PBGENE-HBV in the clinic and reported data showcasing encouraging phase I data from the ELIMINATE-B trial. The data included safety and antiviral efficacy across the first three cohorts.

Also importantly, we shared biopsy data establishing the first molecular evidence of direct gene editing of viral DNA, cccDNA, in chronic hepatitis B patients. We believe these results represent an important step forward for our lead gene editing program and for the broader potential of ARCUS as a therapeutic platform. We'll have more data to share from the ELIMINATE-B trial next week during the EASL Congress in Barcelona and throughout 2026. We also advanced our second program, PBGENE-DMD, a novel muscle-targeted gene excision program applicable for about 60% of children afflicted with Duchenne muscular dystrophy through key regulatory milestones. During 2025, we completed IND-enabling activities and submitted our IND to the FDA as planned. In early 2026, we received IND clearance from the FDA to initiate the phase I/II FUNCTION-DMD clinical trial.

Very recently, we activated our first clinical site at the Children's Hospital of Arkansas. We are focused on clinical execution and targeting to enroll multiple patients this year and provide a clinical data update by year-end. In addition, we strengthened our financial position through a $75 million equity financing that extended our anticipated cash runway through 2028, giving us the operational flexibility needed. We believe this provides us with the capital needed to pursue multiple expected clinical value inflection endpoints across both of our wholly-owned programs, PBGENE-HBV, and PBGENE-DMD. Beyond our wholly-owned pipeline, ARCUS continued to demonstrate its breadth through partnered programs. We're pleased to see important clinical progress across three cohorts of patients from the iECURE trial for OTC deficiency, as well as advancement of ex vivo CAR T programs from our partners at Imugene and TG Therapeutics.

The progress by our partners reinforces the potential of the ARCUS platform and the value of our collaboration strategy. As we move through 2026, our priorities remain clear. Continued clinical execution for PBGENE-HBV through the ELIMINATE-B trial and advancement of PBGENE-DMD through the FUNCTION-DMD trial in order to continue to deliver meaningful clinical data that we believe can create value for patients and shareholders. Now, let's proceed with the items of business as set forth in the notice of our annual meeting and proxy statement. For the purposes of today's meeting, we welcome questions from stockholders about the proposals that will be covered today. These may be submitted via the question-and-answer text box located on the annual meeting webpage. When you joined today's virtual meeting, an agenda should have launched on your screen.

Please note, at the bottom of your screen is a list of the rules of conduct for the meeting. To conduct an orderly meeting, we ask that participants abide by these rules. Our board of directors set the close of business on March 25th, 2026, 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 of stockholders entitled to vote was available for inspection for 10 days prior to this meeting. Stockholders could also enter their valid 16-digit control number at the bottom panel of the meeting page to obtain the list of stockholders entitled to vote.

I also have an affidavit of mailing establishing that notice of this meeting was first distributed or made available on April 8th, 2026, to all stockholders of record of the company as of the close of business on March 25, 2026, the meeting record date. I also have a copy of the 2025 annual report, which includes financial statements audited by Deloitte & Touche and was sent or made available to each stockholder entitled to vote at this meeting. A copy of the notice of the meeting, the affidavit of mailing, and the 2025 annual report will be included with the minutes of this meeting. At this time, I'd like to introduce Barbara Howland. Ms. Howland is a representative of Broadridge Investor Communication Services and has been appointed by the board of directors to act as inspector of election at today's meeting in accordance with the company's bylaws.

Ms. Howland has signed the customary oath of office to execute her duties with strict impartiality. We will file this oath with the records of the meeting. Ms. Howland has informed me that a quorum is present. I hereby find that proper notice has been given and declare that a quorum is present and this meeting to be duly constituted for the transaction of business. We will now proceed with the six proposals before us today. The polls opened today, May 21st, 2026, at 10:00 A.M. Eastern Time for voting on the 6 proposals before us today. If you have not already 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. There are six proposals to be considered by the stockholders at today's meeting. The board recommends that stockholders vote for each of the director nominees named in the first proposal and for the ratification of Deloitte & Touche LLP as our independent registered accounting firm for 2026 in the second proposal. The board recommends that stockholders vote for approval on an advisory basis of the compensation of our named executive officers and for the approval of the amendment and restatement of the company's 2019 Incentive Award Plan. The disinterested members of the board recommend that stockholders vote for the approval of an amendment to the company's certificate of incorporation to reflect changes in Delaware law regarding officer exculpation.

The board recommends that stockholders vote for approval of an adjournment of the annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the annual meeting to approve any of the other proposals. We move to the first item of business, the election of Melinda Brown and Geno Germano as Class I directors to hold office until the company's annual meeting of stockholders to be held in 2029 and until their respective successors have been duly elected and qualified. The plurality of the votes cast, meaning that two nominees receiving the highest number of affirmative, for votes, is the voting standard for this item of business and is required for each of the nominees to be elected as Class I directors.

In accordance with the advance notice provision in the company's bylaws, stockholders are required to provide advance notice of their intent to nominate candidates for directors. No such notices were received. Therefore, I declare the director nominations closed. A motion to elect these 2 directors is now in order. The second item of business is the ratification of the audit committee's appointment of Deloitte & Touche as our independent registered public accounting firm for 2026. 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 stockholders entitled to vote on this item of business is required for the approval of this proposal. The third item of business is to approve, on an advisory basis, the compensation of our named officers.

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 stockholders entitled to vote on this item of business, is required for the approval of this proposal. The fourth item is to approve the amendment and restatement of the company's 2019 Incentive Award Plan. The affirmative vote of the holders of a majority in the voting power of the votes cast affirmatively or negatively, excluding abstentions at this annual meeting by the stockholders entitled to vote on this item of business, is required for the approval of this proposal. The fifth item is to approve an amendment to our certificate of incorporation to reflect changes in Delaware law regarding officer exculpation.

The affirmative vote of the holders of a majority of the outstanding shares of common stock of the company entitled to vote on this item of business is required for the approval of this proposal. The sixth and final item is to approve an adjournment of the annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the annual meeting to approve any of the other proposals. 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 stockholders 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. As a reminder, for the purposes of today's meeting, we welcome questions from stockholders about the six proposals discussed only.

Please submit these via the question and answer text box on the annual meeting webpage. We will now take questions.

Naresh Tanna
VP of Investor Relations, Precision BioSciences

There are no questions on the line.

Michael Amoroso
CEO, Precision BioSciences

Okay. There are no questions at this time. Thank you, Naresh. We'll pause for a moment to give anyone who hasn't yet voted a chance to vote. The polls will remain open for another 30 seconds. The time is now 10:16 A.M. on May 21st, 2026, and the polls are now closed for voting. The Inspector of Election will count the votes. Based on the preliminary report of the Inspector of Election, the preliminary results show that each of the proposals have been approved at today's meeting. We thank our shareholders. Both Melinda Brown and Geno Germano have been elected as Class I directors to serve on the board until our annual meeting to be held in 2029. The appointment of Deloitte & Touche as our independent registered public accounting firm for our 2026 fiscal year has been ratified.

The compensation of our named officers on an advisory basis has been approved. The amendment and restatement of the company's 2019 Incentive Award Plan has been approved. The amendment to our certificate of incorporation to provide for officer exculpation as permitted under Delaware General Corporation Law has been approved, and an adjournment of the annual meeting has been approved, if necessary. The final tally of the votes will be published within four business days in a current report on Form 8-K to be filed with the Securities and Exchange Commission. Again, I want to thank our shareholders for their support and for joining us at today's meeting. We could not do this without you. It is now 10:17 A.M., and this concludes our annual stockholder meeting. Thank you for attending and for your continued support of Precision BioSciences. This meeting is now adjourned.

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