Good morning. I am Mark Litton, President, CEO, and Member of the Board of Directors of LeonaBio. Welcome to our special meeting of the stockholders. I would like to introduce Kelly Romano, Chairperson of the Board of Directors, who will call the meeting to order and serve as chairperson of the meeting.
Thanks, Mark. Good morning. I now call the meeting to order. In attendance today, we have members of our board of directors and our senior management team. We'd also like to welcome Michael Nordtvedt of Wilson Sonsini Goodrich & Rosati, LeonaBio's outside legal counsel, who will act as secretary of the meeting and keep the minutes. I'd also like to welcome Steven Tollefson of C.T. Hagberg LLC, who has been appointed to act as the Inspector of Election for this meeting. As inspector, Mr. Tollefson has signed an oath of office, which we will file with the minutes of this meeting. I will now begin the formal agenda. We welcome you to our special meeting of stockholders. In fairness to all stockholders attending the meeting and in the interest of having a fair, informative, orderly, and constructive meeting, the following procedures will apply.
At our meeting today, we will address and vote on the matters described in LeonaBio's proxy statement dated 23rd of February 2026. Only holders of record of common stock on 27th of January 2026 are entitled to participate in and vote at the meeting. Following the voting, we will adjourn the meeting. Please note that under our bylaws, other proposals cannot be submitted for consideration at this special meeting. Thank you for your cooperation. If there is any stockholder present who has not returned a proxy or who desires to revoke a proxy and vote during the meeting, that stockholder should do so by clicking on the voting button on the web portal and following the instructions there.
Let me remind all the stockholders present that if you have already sent in a proxy or voted by phone or through the Internet, there is no need to cast a ballot now unless you want to revoke your proxy or change your vote. The proxy holders will vote your shares as indicated on your proxy or as otherwise instructed. The matters to be considered at this meeting, as set forth in LeonaBio's definitive proxy statement, are as follows. The first proposal is to approve the issuance of 5,502,402 shares of common stock, par value $0.0001 per share, pursuant to the exercise of a pre-funded warrant held by Surmodics Pharmaceuticals Inc., in accordance with Nasdaq Rule 5635(a)(2). Our board of directors recommends a vote for this proposal.
The second proposal is to approve the issuance of shares of common stock to Surmodics pursuant to an exercise of their Surmodics pre-funded warrant if, immediately following such exercise, Surmodics, together with its affiliates and any other persons whose beneficial ownership of shares of common stock would be aggregated with Surmodics for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would beneficially own in excess of 19.99% of our outstanding common stock in accordance with Nasdaq Rule 5635(b). Our board of directors recommends a vote for this proposal. The third proposal is to approve the issuance of shares of common stock to Perceptive Advisors or its affiliates pursuant to the exercise of warrants.
If, immediately following such exercise, Perceptive Advisors, together with its affiliates and any other persons whose beneficial ownership of shares of common stock would be aggregated with Perceptive Advisors for purposes of Section 13(d) of the Exchange Act, would beneficially own in excess of 19.99% of our outstanding common stock in accordance with Nasdaq Rule 5635(b). Our board of directors recommends a vote for this proposal. The fourth proposal is to approve the LeonaBio 2026 Equity Incentive Plan. Our board of directors recommends a vote for this proposal. The fifth proposal is to amend our amended and restated certificate of incorporation to increase the number of authorized shares of common stock. Our board of directors recommends a vote for this proposal.
The sixth proposal is to adjourn the special meeting, if necessary or appropriate in the view of the board of directors, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt any of proposal one, proposal two, proposal three, proposal four, or proposal five. Our board of directors recommends a vote for this proposal. Approval of each proposal requires the affirmative vote or a majority of the votes cast affirmatively or negatively on each proposal. If any stockholder has a question specific to any of the proxy proposals, please submit your question now so that we may address it. I'll pause for a moment here. No questions were submitted. On or about 23rd of February 2026, the notice of this meeting was mailed to all stockholders of record as of 27th of January 2026, the record date for this meeting.
Only stockholders of record as of 27th of January 2026 are entitled to vote at this meeting. A complete list of stockholders of record as of that date was available to stockholders for any purpose relevant to this meeting for the 10 days preceding this meeting. As of the close of business on the record date, the company had 9,335,913 shares of common stock outstanding and eligible to vote. I am advised by the Inspector of Elections that at least a majority of the shares of voting stock outstanding is present or represented by proxy here today, and a quorum is therefore present. I declare this meeting duly and lawfully convened, and this meeting is authorized to transact business. We will now proceed with the voting on the proposals. It is 8:07 A.M. Pacific Time, and the polls are now open.
If you have previously sent in a signed proxy card or submitted your proxy vote by telephone or on the Internet, it is not necessary for you to vote via the web portal today unless you wish to change your vote. If you were a stockholder of record at the close of business on 27th of January 2026, or you have a valid proxy from your broker, bank, or other agent with respect to the shares you beneficially own and you desire to vote via the web portal at today's meeting, please go to www.virtualshareholdermeeting.com/LONA2026SM. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. I'll pause for a moment here. The polls are now closed.
I will now summarize the voting results based on proxy votes received prior to the meeting. Any votes submitted during this meeting will be included in the final report of the Inspector of Election. The final voting results will be included in a current report on Form 8-K to be filed with the Securities and Exchange Commission within four business days of today's meeting. The vote required to approve this issuance of 5,502,402 shares of common stock par value $0.0001 per share, pursuant to the exercise of the Surmodics pre-funded warrant in accordance with Nasdaq Rule 5635(a)(2), is the affirmative vote of a majority of the votes cast affirmatively or negatively on this proposal.
Based on preliminary voting results, this proposal was approved by the required majority of shares cast affirmatively or negatively on this proposal. The vote required to approve the issuance of shares of common stock to Surmodics pursuant to an exercise of the Surmodics pre-funded warrant if immediately following such exercise, Surmodics, together with its affiliates and any other persons whose beneficial ownership of shares of the common stock would be aggregated with Surmodics for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would beneficially own in excess of 19.99% of our outstanding common stock in accordance with Nasdaq Rule 5635(b) is the affirmative vote of a majority of the votes cast affirmatively or negatively on this proposal.
Based on preliminary voting results, this proposal was approved by the requisite majority of shares cast affirmatively or negatively on this proposal. The vote required to approve the issuance of shares of common stock to Perceptive Advisors or its affiliates pursuant to the exercise of warrants if immediately following such exercise, Perceptive Advisors, together with its affiliates and any other persons whose beneficial ownership of shares of common stock would be aggregated with Perceptive Advisors for purposes of Section 13(d) of the Exchange Act, would beneficially own in excess of 19.99% of our outstanding common stock in accordance with Nasdaq Rule 5635(b) is the affirmative vote of a majority of the votes cast affirmatively or negatively on this proposal. Based on preliminary voting results, this proposal was approved by the requisite majority of shares cast affirmatively or negatively on this proposal.
The vote required to approve the LeonaBio, Inc. 2026 Equity Incentive Plan is the affirmative vote of a majority of the votes cast affirmatively or negatively on this proposal. Based on preliminary voting results, this proposal was approved by the requisite majority of shares cast affirmatively or negatively on this proposal. The vote required to approve the amendment of our amended and restated certificate of incorporation to increase the number of authorized shares of common stock is the affirmative vote of a majority of the votes cast affirmatively or negatively on this proposal. Based on the preliminary voting results, this proposal was approved by the requisite majority of vote shares cast affirmatively or negatively on this proposal.
Let me remind everyone that the final results will be tallied by the Inspector of Election and filed with the SEC in a current report on Form 8-K within 4 business days of this meeting. This concludes the official business schedule for this special meeting of stockholders. I now declare the official business portion of this meeting concluded.
Thank you, Kelly. Thank you everyone for your time and attention today. The meeting has now concluded. Thank you for joining and have a pleasant day.