Welcome to the special meeting for Valion Bio Inc. Our host for today's call is Michael K. Handley, Chief Executive Officer. I will now turn the call over to your host. Mr. Handley, you may begin, sir.
Great. Thank you. Hello, and good morning. Welcome to this special shareholder meeting of the stockholders of Valion Bio Inc. I'm Michael K. Handley, Chief Executive Officer of Valion Bio. It is my pleasure to welcome you here today for this meeting. I especially want to thank you personally for attending today's meeting and doing your part as a shareholder to help the company take another step toward what we believe is a very promising and exciting future. Today, we are here to specifically provide the Board the discretion to address the company's stock price and to execute a reverse stock split. If the Board decides it is necessary to address the company's current Nasdaq deficiency, we appreciate your support on this important issue for the company. With that, let me introduce you to Melinda Lackey, our General Counsel and Senior Vice President of Legal Affairs.
Thank you, Michael, and welcome everyone. I am Melinda Lackey, General Counsel and Senior Vice President of Legal Affairs of Valion Bio, and I will chair today's meeting. Thank you again for joining us today. This special meeting of stockholders of Valion Bio will now come to order at 11:01 A.M. Central Time. You may vote electronically and submit questions for the management's consideration via the web portal while this meeting is in session. Please note that this meeting is being recorded. However, no one is permitted to use an audio recording device. I will start by introducing the other members of our executive management in attendance. Michael K. Handley, who you just heard from, who commenced this meeting, is our Chief Executive Officer and board member, and Lisa Wolf is our Chief Financial Officer.
Additionally, I would like to introduce the other members of the company's Board of Directors that are in attendance today, including Sheryle Bolton, our Chair, Dean Zikria, and Christina Valauri. I would also like to introduce Christopher Tinnin, who will serve as our independent Inspector of Election for the meeting. Our Board of Directors set the close of business on July 7, 2026, as the record date for determining eligibility to receive notice of and to vote at this meeting. I have received an affidavit of mailing certifying that on July 17, 2026, notice of this special meeting was deposited in the mail to all stockholders of record of shares of our common stock as of the close of business on the record date. This affidavit of mailing will be filed with the records of the meeting.
Due notice having been given to all eligible stockholders, I declare this meeting convened for the transaction of business. Christopher Tinnin, our Inspector of Election, has taken an oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. I have been informed by our Inspector of Election that a preliminary count indicates that of the 4,161,259 shares of the company's issued and outstanding common stock as of the close of business on July 7, 2026, holders entitled to 1,940,835 votes, or approximately 46% of the total voting power of all shares of company stock outstanding as of the close of business on the record date are present in person or by proxy.
Holders of shares of the company of Series A, Series B, and Series C non-voting convertible preferred stock outstanding as of the record date are not entitled to vote such shares on any of the matters to be presented to our stockholders for approval at this special meeting and therefore have been excluded from the quorum tally. As at least one-third of the capital stock issued and outstanding and entitled to vote at this meeting is represented, there is a quorum present, and the meeting may continue for the transaction of business. This meeting having been duly convened at 11:01 A.M. Central Time, and the polls are now open. If there are any stockholders who haven't yet voted or wish to change their vote, they may do so before closing of the polls by clicking on the voting buttons on the web portal and following the instructions there.
Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. After the polls are closed, we will release preliminary results of the votes. There are two formal items of business to be considered today. Proposal one, to grant discretionary authority to our Board of Directors, the Board, to amend our amended and restated certification of incorporation to effect a reverse stock split of all of our issued and outstanding shares of common stock at a ratio of not less than 1:5 and not greater than 1:50 , such ratio to be determined by our Board at any time within 12 months from the date that stockholder approval is obtained without further approval or authorization of our stockholders.
Proposal two, to consider and vote upon a proposal to authorize our Board in its discretion to adjourn the special meeting to another place or later date or dates if necessary or appropriate and to solicit additional proxies in favor of the proposals listed above at the time of the special meeting. As described in our proxy statement, voting is either by proxy or by electronic submission at this virtual meeting. You do not need to submit your votes during this meeting if you have already voted online via telephone or fax, sent in your signed proxy card, or if you have electronically submitted your proxy at this meeting. Each share of common stock outstanding as of the close of business on the record date is entitled to one vote on each proposal presented. It is now 11:06 A.M. Central Time, and the polls are still open.
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. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. We will now take a few moments to provide stockholders with the opportunity to submit or change their votes before closing the polls and announcing the preliminary voting results. Now that everyone has had the opportunity to vote, I hereby declare the polls for the special meeting of stockholders closed at 11:07 A.M. Mr. Tinnin has provided me with his preliminary report, which reflects only those votes cast and that were received by the company prior to today's meeting.
Any votes cast at the meeting will appear in the final report of the Inspector of Election and in the permanent records of the company. Based upon the proxies received prior to the meeting and subject to final adjustment for any votes cast during the meeting, I can report that to consider and vote upon a proposal to authorize our Board and its discretion to adjourn the special meeting to another place or a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the proposals listed above at the time of the special meeting has been preliminarily approved.
To consider and vote upon a proposal to authorize our board in its discretion to adjourn the special meeting to another place or a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the proposals listed above at the time of the special meeting has also been approved. Because we received votes today during our special meeting, we will currently not adjourn this meeting until a later date. We will report the final results of voting and address the adjournment of this meeting at a later time. The final results of voting will be reported in a current report on Form 8-K to be filed with the SEC within four business days of this meeting. There being no further business to come before the meeting, we appreciate your attendance at the special meeting of shareholders of Valion Bio. Michael?
Thanks, Melinda. This meeting is now adjourned, and this concludes our meeting. We thank you for your attendance today and continued support. As always, the shareholders are our focus, and we want to appreciate everybody's attendance, and we want to thank you and have a great day.