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Earnings Call Transcripts·

DARE BIOSCIENCE, INC. Special Meeting of Stockholders - ACUITY INC (DE)

Good morning, ladies and gentlemen. It's 9 a.m. Pacific time, and the special meeting of stockholders of DARE Bioscience will now come to order. I'm Sabrina Martucci-Johnson, Chief Executive Officer and a Director of D ARE. I welcome you to this special meeting, and thank you for joining us. Please note that this meeting is being recorded on behalf of the company. Meeting participants are not permitted to record this meeting. I will act as chairperson of this meeting. Cynthia Skoglund of American Election Services has been appointed to act as the inspector of election to examine and tabulate proxies and balance and ballots at this meeting the polls have been open since the beginning of this meeting and will remain open until I announce their closure following a brief review of each proposal to be voted on today any stockholder who has not yet voted or wishes to change his or her vote may do so by clicking on the vote here button at the center of their screen and following the instructions. Any stockholder who sent in a proxy or voted via the telephone or internet and does not want to change his or his vote does not need to take any further action. Stockholders may submit questions during the meeting by typing them into the Q&A interface on their screen. During the meeting, we will respond to questions that pertain to the proposals to be voted upon today. Ms. Scoglund, do we have a quorum? Yes, a preliminary count of the shares represented in person or by proxy at this meeting indicates that the holders of at least one-third of the outstanding shares of common stock as of the record date are present at the meeting in person or bi-proxy, constituting a quorum. In addition, the list of stockholders of record of the company as of the record date for this meeting, September 30, 2026, shows that as of that date, 19,669,083 shares of common stock were outstanding and entitled to vote at this meeting. I have in my hand an affidavit of distribution from Broadbridge Financial Solutions, Inc., indicating that on or about October 6, 2027, the company will be able to vote on the record of the meeting. On October 6th, 2028, a notice of this meeting along with related proxy materials or mailed or made available on the internet to all stockholders of record. Thank you. We will now briefly review the proposals to be voted on today, following which the polls will close. Under the company's bylaws, the only matters properly before our stockholders today are those set forth in the notice of special meeting and proxy statement. Each proposal is more fully described in the proxy statement for this meeting. The first proposal is to approve, in accordance with NASDAQ rules, the potential future issuance of shares of our common stock upon the exercise of outstanding warrants. Our board recommends that stockholders vote for this proposal. The second proposal is to approve an adjournment of the meeting, if necessary or advisable, to solicit additional proxies in favor of Proposal 1 if there are not sufficient votes to approve Proposals 1. Our board recommends that stockholders vote for this proposal. That concludes the review of matters to be voted on. As I previously mentioned, the polls have been open since the beginning of the meeting. Any stockholder who has not yet voted or wishes to change his or her vote may do so by clicking on the vote here button at the center of their screen and follow the instructions. We will provide approximately 10 seconds more for stockholders to do this starting now. Any stockholder who sent in a proxy or voted via the telephone or internet and does not want to change his or her vote does not need to take any action. Now that everyone has had the opportunity to vote, it is now 9.04 a.m. and I declare the polls closed. We will now hear from the inspector of election who will read the preliminary report of the inspector election. The preliminary report reflects only those votes received by the company by 1159 p.m. eastern time on November 9th, 2026. Any votes cast after that time will be reflected in the final report of the Inspector of Election and in the permanent records of the company. The final voting results will be reported in a form 8K to be filed with the SEC. Ms. Scoglund, please read the preliminary report. The preliminary report of the Inspector of Elections shows that, with regard to Proposal 1, the stockholders approved, in accordance with NASDAQ rules, the potential future issuance of shares of our common stock upon the exercise of outstanding warrants. With regard to Proposal 2, the stockholders approve the proposal to adjourn the meeting, if necessary or advisable, to solicit additional proxies in favor of Proposel 1, if there are not sufficient votes to approve Proposals 1. Thank you. This now closes the formal portion of today's meeting, and I declare the meeting adjourned at 9.05 a.m. Pacific Time. On behalf of the entire management team of DARE, I would like to thank you, our directors and our stockholders, for your continued support. This now concludes the meeting. Thank you for joining and have a pleasant day.

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ACUITY INC (DE)
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ACUITY INC (DE)