Calling the annual meeting of stockholders of Lucid Diagnostics Incorporated to order. I am Dr. Lishan Aklog, our Chairman and Chief Executive Officer. Also, President Dennis McGrath, our Chief Financial Officer; Jen Dong, of CDIZ CPAs, our Auditor; Eric Schwartz, of Grabart Miller, our Outside Counsel; and Alan Burton, of Continental Stock Transfer and Trust Company, our Transfer Agent. Mr. Schwartz will act as Secretary of the Meeting. In addition, I hereby appoint Mr. Burton to act as the Inspector of the Meeting and request him to execute his oath of office. Mr. Schwartz, please attach the oath to the minutes of the meeting. As you all know, we're holding this meeting via live webcast. To help the meeting run smoothly, Mr. McGrath will now review a couple of housekeeping items before we begin.
First, until the polls are closed towards the end of the meeting, you'll have an opportunity to vote through the webcast platform. If you wish to vote, simply click on the voting link and follow the instructions. Voting through the webcast platform will revoke any previously delivered proxy. Second, during the meeting, you'll have the opportunity to submit questions to management and our Auditors. You may submit questions for us or our Auditors through the Questions pane in the webcast platform. We will review the questions to management, and if appropriate, we'll respond to them after the meeting. Our Auditors will review and respond to the questions directed at them. Third, those attending the meeting via the live webcast will also access a certified list of our stockholders. The certified list of stockholders can be accessed by clicking the link to the right of the text box for submitting questions.
With those matters addressed, we will now proceed to the substantive portion of the meeting. Mr. Schwartz, please present the affidavit of mailing.
I present the affidavit sworn to by Robert Zubricky of Continental Stock Transfer and Trust Company, showing that the Notice of Internet Availability of Proxy Materials was mailed on April 30th, 2025, to all stockholders of record at the close of business on April 22nd, 2025.
I order the affidavits to be filed in the Minute Book immediately following the minutes of this meeting.
I also present the list of stockholders of record as of the close of business on April 22nd, 2025, as certified by Continental Stock Transfer and Trust Company.
Will the Inspector please report on the number of shares eligible to vote, the number present, and the presence of a quorum?
As of the close of business on April 22, 2025, there were 105,382,957 shares of common stock outstanding and eligible to vote. In addition, there were 44,285 shares of Series B and approximately 10,133 shares of Series B1 preferred stock outstanding and eligible to vote, which represented the right to vote the equivalent of an additional 22,186,152 shares of common stock. A majority of the stock is represented at the meeting by proxy or in person, which constitutes a quorum.
Legal notice of the meeting having been given, the quorum being present, the meeting is regularly and lawfully convened and ready to transact business. The polls are now open. The first order of business is to elect two members of the board as Class A Directors to hold office until the third succeeding annual meeting and until their respective successors are duly elected and qualified. Management nominates Stanley N. Lapidus and Jacque J. Sokolov, M.D., for reelection as Class A Directors. Do we have a motion?
So moved.
I second the motion. Management has voted on behalf of the stockholders who have submitted proxies in accordance with their instructions set forth on their proxies. Stockholders who are present may vote on this matter through the webcast platform. Inspector, please announce the preliminary results on this matter.
Based on the preliminary vote tallies, a quorum of shares was voted for each Mr. Lapidus and Dr. Sokolov, wishing to elect them as Directors.
The second order of business is to consider and vote upon a proposal to approve, for the purposes of NASDAQ Listing Rule 5635, the issuance of shares of the company's common stock under the senior secured convertible note sold by the company in a private offering in November 2024. The issuances and proposal are more fully described in the proxy statement. Do we have a motion?
So moved.
I second the motion. Management has voted on behalf of the stockholders who have submitted proxies in accordance with the instructions set forth on their proxies. Stockholders who are present may vote on these matters through the webcast platform. Inspector, please announce the preliminary results on these matters.
Based on the preliminary vote tallies, the majority of the shares present and entitled to vote on the proposal was voted for the proposal, which is sufficient for its approval.
The third and final order of business is to consider and vote upon a proposal to ratify the appointment of CDIZ CPAs as our independent registered certified public accounting firm for the year ending December 31st, 2025. Do we have a motion?
So moved.
I second the motion. Management has voted on behalf of the stockholders who have submitted proxies in accordance with the instructions set forth on their proxies. Stockholders who are present may vote on this matter through the webcast platform. Inspector, please announce the preliminary results on this matter.
Based on the preliminary vote tallies, a majority of the shares present and entitled to vote on the proposal was voted in favor of the proposal, which is sufficient for its approval.
The items of business to be considered at this meeting are now completed. The polls are now closed. Based on the preliminary vote tallies, management nominees have been elected as Directors. The issuance of common stock under the senior secured convertible note has been approved, and the appointment of the company's independent registered certified public accounting firm has been ratified. The exact vote tallies will be publicly disclosed after the meeting in our public filings with the SEC. Once the final tallies are completed, I order that the report of the Inspector be filed in the Minute Book immediately following the minutes of this meeting. Thank you all for your attendance at the meeting. As a reminder, you may submit questions for us or our Auditors through the Questions pane in the webcast platform. We will respond to appropriate questions after the meeting.
I will now entertain a motion to adjourn the meeting.
So moved.
I second the motion. Meeting.