Liquidia Corporation (LQDA)
NASDAQ: LQDA · Real-Time Price · USD
37.65
+0.31 (0.83%)
At close: Apr 28, 2026, 4:00 PM EDT
37.50
-0.15 (-0.40%)
After-hours: Apr 28, 2026, 6:07 PM EDT
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EGM 2020

Nov 13, 2020

Speaker 1

Hello, and welcome to the Special Meeting of Stockholders of Liquidia Technologies Inc. Please note that today's meeting is being recorded. During the meeting, you will have the opportunity to send questions to the company. You can submit questions at any time by clicking on the message icon on your screen. Approximately fifteen minutes has been set aside at the end of the formal portion of the meeting to respond to questions from stockholders.

We ask that along with your questions, you provide your name and contact information. It is now my pleasure to turn today's meeting over to Neil Fowler, Chief Executive Officer of Liquidia Technologies and Chairman of the Special Meeting. Mr. Fowler, the floor is yours.

Speaker 2

Thank you very much. Good afternoon, and welcome to Liquidia Technologies Special Shareholders Meeting. I'm Neil Fowler, Chief Executive Officer of the company. Will the meeting please come to order? Let me take this opportunity to welcome all those virtually present at the special meeting of stockholders of Liquidia Technologies Inc.

As you know, this meeting relates to certain matters in connection with the proposed merger transaction between Liquidia Technologies and Rarigen LLC as more fully described in the proxy statement. Due to continued public health concerns resulting from the COVID-nineteen pandemic and government recommended and required limits on public gatherings and to protect the health and safety of the company's stockholders, directors and employees, this special meeting is being held in a virtual only meeting format. This allows stockholders regardless of physical location to participate in today's meeting. Not only can you listen to the meeting, but you can also submit questions and vote your shares online prior to the closing of the polls in accordance with the instructions you received prior to the meeting. The polls are now open.

We will get started with the technical phase of the meeting in a few moments. But first, we would like to direct your attention to the agenda and rules of conduct and procedures, a copy of which has been posted to the online meeting portal. Among other items, the rules of conduct and procedures describe the procedures for asking questions at the meeting. We will only respond to questions related to the official business of the meeting. If you wish to ask a question, please click on the message icon on your screen.

You may ask a question at any point. Approximately fifteen minutes has been set aside at the end of the formal portion of the meeting to respond to questions. Before proceeding to the business of this meeting, there are also certain technical legal matters which we must dispose of in order to make certain that we are conducting a duly authorized meeting. The company has designated Miller Asbury of Computershare Inc. To serve as the Inspector of Election.

A copy of Mr. Miller's Oath of Inspector of Election was presented to me prior to the meeting, and therefore, Mr. Miller's appointment as Inspector of Election is valid. If there are no objections, I will direct that such oath be filed with the minutes of the meeting. Will the Inspector of Election kindly confirm that a majority of the total number of shares of common stock of the company outstanding and entitled to vote at the meeting are present at the meeting?

Speaker 3

There are represented at the meeting either virtually or by proxy 33,925,968 shares of common stock, 0.001 par value per share out of a total number of 37,752,027 shares of common stock issued and outstanding and entitled to vote at the meeting. Each share of common stock is entitled to one vote. Accordingly, there are an aggregate of 37,752,027 votes entitled to be cast at this meeting, of which an aggregate of 33,925,968 are present virtually or represented by proxy.

Speaker 2

The report of the Inspector of Election indicates that there are present at the meeting virtually or represented by proxy, the holders of a majority of the total number of shares of stock of the company outstanding and entitled to vote at the meeting. There is therefore a quorum present and the meeting is competent to transact business. Will the Inspector of Election kindly execute his certificate as the stockholders present at the meeting? And if there are no objections, I will direct that the certificate be filed with the minutes of the meeting. Would the Secretary of the meeting please report on the mailing of the proxy materials and the availability of a list of stockholders.

Speaker 4

Mr. Fowler, as Secretary of the meeting, a copy of the notice of the special meeting of stockholders dated 09/16/2020, concerning the matters to be considered and acted upon at the meeting and a copy of the proxy statement and proxy card have been made available for viewing by the company's stockholders through the virtual meeting portfolio and the Chief Executive Officer letter to stockholders is available for viewing on the company's hosting site, which is linked to the virtual meeting portal. Additionally, we have received an affidavit of distribution executed by an officer of Computershare Trust Company, NA, certifying that the mailing of the aforementioned proxy material to the company's stockholders was initiated on 09/18/2020. The inspector of election also has made available for viewing by the company's stockholders during the meeting through the online portal used for the meeting, a list of the holders of record of the outstanding shares of common stock of the company, which list is certified by an officer of Computershare Trust Company, NA, arranged in alphabetical order listing each stockholder of record at the close of business on 09/14/2020, the date fixed by the Board of Directors as the record date for this meeting.

The affidavit of distribution will be filed at the minutes of this meeting.

Speaker 2

The Chair now deems the following matters to be properly before this meeting. First, the proposal to adopt the agreement and plan of merger dated as of 06/29/2020, among Liquidia Technologies Inc, Raregen LLC, which we refer to as Rarigen Liquidia Corporation, which we refer to as HoldCo Gemini Merger Sub-one Inc, which we refer to herein as Liquidia Merger Sub Gemini Merger Sub II LLC, which we refer to herein as RareGen Merger Sub and PBM RG Holdings LLC, which we refer to herein as the members' representative, pursuant to which we and RareGen will each become a subsidiary of HoldCo and each share of Liquidia Technologies common stock will be automatically converted into one share of HoldCo common stock and to approve the merger of a Liquidia merger sub with and into Liquidia Technologies, which we refer to as the merger transaction. Next, the proposal to approve the Liquidia Corporation 2020 long term incentive plan, which we refer to as the HoldCo 2020 incentive plan effective upon the completion of the proposed merger transaction. Next, the proposal to approve the Liquidia Corporation 2020 employee stock purchase plan, which we refer to as the HoldCo 2020 ESPP, effective upon the completion of the proposed merger transaction.

And next, the proposal to ratify the appointment of PricewaterhouseCoopers LLP as HoldCo's independent registered public accounting firm for the year ending 12/31/2020. We will be closing the poll shortly. You must ensure you submit your electronic ballot in order for your votes to be counted. The inspector of election will not accept votes submitted after the closing of the polls. If you have already voted by proxy, you do not need to vote at this meeting.

However, if you wish to change your vote or if you are a registered stockholder and have not voted, you may fill out the voting instructions by clicking on the Vote My Shares section on the left hand of your screen. Please note that any votes submitted via electronic ballot will be subject to final verification by the Inspector of Election. The polls have been held open for five minutes, and I hereby declare that the polls are now closed for voting on the items of business. Will the Inspector of Election please give his report concerning the votes upon the election of directors and the aforesaid proposals?

Speaker 3

Ladies and gentlemen, the report of the Inspector of Election indicates the following numbers of votes cast by the holders of common stock have been voted with respect to proposal number one, to approve and adopt the agreement and plan of merger dated as of 06/29/2020, by and among the company RareGen, HoldCo, Liquidia Merger Sub, RareGen Merger Sub and the members representative for twenty six million six hundred and seventy two thousand seven hundred and fifty one shares against 1,544,435 abstain 242,280 broker non votes 5,466,502 Proposal number two, to approve the HoldCo 2020 incentive plan effective upon the completion of the proposed merger transaction for 18,661,608 shares for against 8,251,256 votes against abstain 1,546,602 broker non votes 5,466,502 to approve the hold proposal number three, to approve the HoldCo 2020 ESPP effective upon the completion of the proposed merger transaction $424,792,197 votes for against 2,696,752 votes against abstain 970,517 broker non votes 5,466,502 proposal number three or four, the ratification of the appointment of PricewaterhouseCoopers LLP as HoldCo's independent registered public accounting firm for the year ending 12/31/2020, 32,868,858 shares for, 90,457 votes against and an abstain 966,653 shares abstain.

Speaker 2

The report of the Inspector of Election therefore indicates that: one, the proposal to approve and adopt the agreement and plan of merger dated as of 06/29/2020, by and among the company, Raregen, HoldCo, Liquidia Merger Sub, RareGen merger sub and the member's representative has been approved. Second, the proposal to approve the HoldCo 2020 incentive plan effective upon the completion of the proposed merger transaction has been approved. Third, the proposal to approve the HoldCo 2020 ESPP effective upon the completion of the proposed merger transaction has been approved. And fourth, the proposal to ratify the appointment of PricewaterhouseCoopers LLP as Holdco's independent registered public accounting firm for the fiscal year ending 12/31/2020 has been approved. Will the Inspector of Election please execute his certificate as to the total number of votes cast on each of the matters considered at this meeting?

And if there are no objections, I will direct that the certificate be filed with the minutes of the meeting. The floor is now open for any questions or comments relating to the business of the company or the proposed merger transaction. Please note that Eli Bronis, a representative of PricewaterhouseCoopers LLP, the company's registered public accounting firm, is present at the meeting and is available to respond to questions raised by stockholders. If you wish to ask a question, please click on the message icon on your screen. It is possible that today's meeting, including some of our comments and some of our responses to your questions, may include forward looking statements that are based on certain assumptions and are subject to a number of risks and uncertainties.

The risks, uncertainties and assumptions that could affect these forward looking statements include risks that are included in the company's SEC reports, including our Form 10 Q for the 2020. We qualify all of our forward looking statements by these cautionary statements. And except as required by law, we assume no responsibility for updating any forward looking statements. In addition, with respect to all of our forward looking statements, we claim the protection of the Safe Harbor for forward looking statements contained in the Private Securities Litigation Reform Act of 1995. It appears we have no questions.

And if there is no further business, the meeting is now adjourned. We thank everyone for your time and very much for attending.

Speaker 1

This concludes the meeting. You may now

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