I call the annual meeting of stockholders of Lucid Diagnostics, Inc. to order. I am Dr. Lishan Aklog, our Chairman and Chief Executive Officer. Also present are Dennis M. McGrath, our Chief Financial Officer, Michael Gordon, our General Counsel, Jim Daunt of CBIZ CPAs, our Auditor, Eric Schwartz of Graubard Miller, our Outside Counsel, and Alwyn Burton of Continental Stock Transfer & Trust Company, our Transfer Agent. Mr. Schwartz will act as secretary of the meeting. 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 or 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 then after the meeting. Our auditors will review and respond to the questions directed at them. Third, those attending the meeting via the live webcast may also access a certified list of our stockholders. The certified list of stockholders can be accessed by clicking the appropriate link in the webcast platform.
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 Zubricki of Continental Stock Transfer & Trust Company, showing that the notice of Internet availability of proxy materials was mailed on May 4th, 2026, to all stockholders of record at the close of business on April 27th, 2026.
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 27th, 2026, as certified by Continental Stock Transfer & 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 27th, 2026, there were 195,253,423 shares of common stock outstanding and eligible to vote. The majority of shares are represented at this meeting by proxy or in person, which constitutes a quorum.
Legal notice of the meeting having been given and a 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 three members of the company's board of directors as Class B directors to hold office until the third succeeding annual meeting and until their respective successors are duly elected and qualified. Management nominates James L. Cox, MD, John R. Palumbo, and Ronald M. Sparks for re-election as Class B directors. Do we have a motion?
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 tallies, a plurality of the shares was voted for each of Dr. Cox, Mr. Palumbo, and Mr. Sparks, which is sufficient to elect them as directors.
The second order of business is to consider and vote upon a proposal to approve an amendment to the company's certificate of incorporation to increase the total number of shares of common stock the company is authorized to issue by 100 million shares, from 300 million shares to 400 million shares. The amendment and the proposal are more fully described in a proxy statement. Do we have a motion?
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, 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 third and final order of business is to consider and vote upon a proposal to ratify the appointment of CBIZ CPAs as our independent registered certified public accounting firm for the year ending December 31st, 2026. Do we have a motion?
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 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's nominees have been elected as directors, the amendment to the certificate of incorporation 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.
Moved.
I second the motion.