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Earnings Call Transcripts·

ACURX PHARMACEUTICALS, INC. ANNUAL MEETING OF STOCKHOLDERS - ACURX PHARMACEUTICALS INC

Good morning, everyone. It's my pleasure to welcome you to the 2026 annual meeting of stockholders of Acurex Pharmaceuticals. I'm Bob DeLucia, Executive Chairman of the Board of Directors. It is now 10 a.m. Eastern Time, and in accordance with the notice of the meeting and at the sound of this gavel, I'll call our meeting to order. We're very pleased to be hosting this virtual meeting, which allows us to be more inclusive and reach a greater number of our stockholders attending via the web portal. As is our custom, we'll conduct the formal business portion of our meeting first, and then we'll answer any questions. Now, we may not be able to answer every question, but we'll do our best to provide a response to as many as possible. When asking a question, we'd appreciate your compliance with the rules of conduct posted on the virtual portal. At this time, I'd like to introduce my fellow board members and then ask Dave Lucci, our President and Chief Executive Officer, to introduce himself, management team, and other invited guests. I now recognize the following board members of our board who are present today. Dr. Jack Dean, Tom Harrison, Carl Saylor, and of course myself and Dave Lucci, who will now continue with the introductions. Dave? Thank you, Bob. Welcome, everyone. We're pleased you could join us today. With me from Actorex's management team are Rob Schauer, our CFO, and Sue Yee, our controller. Also joining us today are some of our external professionals who support our company's corporate operations, a representative from Broadridge Financial Solutions, Catherine Whedon, who will serve as the Inspector of Elections, and from Kohn Resnick, our independent auditors, Ravi Raghunath. From our external legal counsel, from Lowenstein Sandler, are Ivan Blumenthal and Nathaniel Pearl. Thanks, Dave. The format for today's meeting will be as follows. Dave will take us through the first items of business, which are to discuss and vote upon the proposals on the ballot. After the formal meeting has been adjourned, we'll provide time for any general questions. Only stockholders who have been validated may ask questions in the designated field on the web portal. of consideration for others we'd appreciate your submitting only one or two questions I have three other preliminary announcements first please note that the company's bylaws provide that any business brought before an annual meeting by a stockholder must be submitted in writing in advance to the secretary of the company and that the notice meets certain requirements the The company did not receive any such notice, and as such, voting will be confined to only the two proposals outlined in the proxy statement. Second, any non-historical statements that the company will make today will constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. Additional results could differ materially from these statements as a result of a number of risks and uncertainties, including the risk that the company has cited in its most recent 10-K and 10-Q filings with the Securities and Exchange Commission and that the company typically cites in its press releases. Also, I'd like to remind everyone that this meeting is not a public forum for the purposes of the SEC's regulation FD. As a result, while the company would be happy to provide you with general background information about the company, we'll not be able to provide you with material nonpublic information at this meeting. And now I'll turn the meeting back to Dave. Thank you, Bob. Notice of this meeting was mailed on or about September 1, 2026 to stockholders of record as of August 20, 2027. The agenda for the meeting, as indicated in the notice, is to vote on the following two proposals. First, to elect two Class II directors to serve three-year terms expiring in 2029. Second, to ratify the appointment of Kohn Resnick, M.L.P. as our independent registered public accounting firm for the fiscal year ended December 31, 2026, and third, to transact such other business that is properly presented at this meeting and any adjournments or postponements thereof. We will now consider and call to a vote each proposal in the same order. The proposals are described in detail in the proxy statement mailed to you along with the notice of annual meeting. The polls for each matter are open for voting and will remain open until we announce that the polls are closed, which will occur after we have read the description of all of the proposals to be voted at this meeting or such earlier time as may be announced. No proxies or cancellations or changes will be accepted after the polls have closed. The inspector of elections will announce the results of the voting at the end of the formal part of this meeting. Before we address the proposals to be voted on today, we'd like to point out that most stockholders have already cast their votes by mailing a completed proxy card to the company or by voting over the Internet. These votes have already been tabulated by Broadrich Financial Solutions, the corporate services company we've engaged to assist with testing our votes. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking 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 now would like to ascertain from the inspector of elections miss catherine whedon if a quorum is present in person or by proxy for this meeting The count of shares present immediately prior to the commencement of the meeting indicated that 2,890,899 shares of the company's common stock were present in person or by proxy. This is approximately 52.8% of the outstanding common stock of the Company as of the record day. We therefore have a majority of all outstanding shares of common stock entitled to vote at this meeting in person or through representation by proxy thank you Catherine we therefore now declare that a quorum exists let's now proceed to voting on each of the proposals any stockholder yet voted or wishes to raise their vote may do so by clicking on the voting button on the web portal and following the instructions there voting on proposal number one election directors. The first proposal is to elect each of David Lucci and Dr. Jack Dean as class two directors for a term of three years to serve until the 2029 annual meeting of stockholders and until their respective successors are elected and qualified. Additional information about these individuals can be found in the proxy statement. We hereby declare that each nominee has been duly nominated and that Acurex has not received timely notice of any other nominations as required under the bylaws. Accordingly, all nominations are closed. Voting on proposal number two, ratification of independent accountants. The second proposal is the ratification the appointment of Kohn Resnick LLP as Acurexa's independent registered public accounting firm for the fiscal year ending December 31, 2026. Let me remind you again, 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. Results of the voting. This concludes the proposals to be voted on at the annual meeting. Let's now turn to the results of the vote. we now declare that the polls are closed on each of proposal one through proposal number two the inspector of elections will now give us a report on the voting results thanks dave we've completed a preliminary count of the ballots and with respect to proposal number one the election of directors each of mr lucci and mr dean was elected by a plurality of the votes cast. Specifically, 1,187,323 shares voted for, 73,804 shares voted withheld with respect to Mr. Lucci. And with respect to Dr. Dean, 1 million, 203,310 shares voted for, and 57,817 shares voted was held. With respect to proposal number two, the ratification of Krohn Resnick LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026, was approved by a majority of the vote cast. Specifically, 2,877,193 shares voted for, 8,473 shares voting against, and 5,233 shares abstained. That concludes my preliminary report as Inspector of Elections. Thank you, Catherine. I now hereby declare that Mr. Lucci and Dr. Dean have been duly elected, and the appointment of Kohn Resnick, LLP, as the company's independent public affairs firm for the year ended 12-31-26 has been duely ratified. Chairman DeLuccia, there being no other business to conduct at this meeting, we are ready to to declare the formal part of our meeting officially adjourned. Thanks, Dave. So, there being no other business to conduct at this meeting, I now hereby declare and at the sound of the gavel, the formal of our meeting is officially adjourn. I'd like again to express my sincere appreciation to our stockholders who attended this meeting virtually and voted, as well as those who submitted their proxies but were not able to attend we'll now take stockholders questions that are being entered today on the web portal should there be any rob shower our chief financial officer will read them and in most cases they'll be directed to dave lucci to answer rod uh mr chairman uh there are no questions in the queue at this time thanks rob so as there are No questions I thank the members of the Acurex board of directors our Acurex management team, and representatives from Cohn Resnick and Lowenstein Sandler for their participation today. This concludes the 2026 annual meeting of stockholders of AcureX Pharmaceuticals Incorporated. Have a great rest of the day, everybody. This now concludes the meeting. Thank you for joining. You may now disconnect.

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ACURX PHARMACEUTICALS INC
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ACURX PHARMACEUTICALS INC