Annual General Meeting Transcript - INTI 2026-09-15

Operator

Welcome to the Inhibitor Therapeutics, Inc. annual meeting. I will now turn the conference over to Dr. Frank O'Donnell, Executive Chairman and Chief Executive Officer. You may begin.

Francis E. O'Donnell, Jr., M.D., Chairman

Good morning. On behalf of our Board of Directors and our officers and employees, I would like to welcome everyone to the 2026 annual meeting of Stockholders of Inhibitor Therapeutics, Inc., which is being held by a live broadcast. I'm Dr. Francis E. O'Donnell, Chief Executive Officer and Chairman of the Board of Directors of Inhibitor. I will act as chair of this annual meeting. Here with me today is Ronald E. Osmond, a senior member of the board, who will act as the presenter and the secretary of the annual meeting, Anthony P. Carradale, Representative Broadridge, who has been appointed as the inspector of election of this annual meeting mr osmond will now take over to cover a few administrative items and lead us through the rest of today's meeting thank you frank good morning everyone welcome to our 2026 annual meeting of stockholders present today in listen only mode are members of our executive management team members of our board of directors and our outside legal council

Ronald E. Osman, Board Member

All stockholders of record on July 20, 2026, the record date for this meeting, are eligible to vote either by proxy or virtually at this annual meeting. If you have already submitted a proxy to the company and do not wish to change your vote, you do not need to vote again. However, if you are a record holder as of the record date and have not submitted a proxy, or if you desire to change your vote, you may do so now by online by clicking on the Vote Here button in the middle of your virtual shareholder meeting screen. We will now move forward to conduct the business of today's meeting. First, we will conduct the business of the annual meeting and consider the proposals set forth in our proxy materials. As we begin, please note that various remarks that inhibitor personnel may make at this annual meeting about management's future expectations, plans, and prospects for the company constitute forward-looking statements for the purpose of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995 and related provisions of the United States federal security laws. These statements include, without limitation, statements regarding our business plans and strategies, our compliance with applicable regulatory requirements, and future trends related to our business and the market in which we operate. You are cautioned that actual results may differ materially and adversely from those indicated by these forward-looking statements as a result of various important factors, including those discussed in the risk factors section of our most recent annual report on form 10-K which is on file with the SEC and other filings on forms 10-Q for the first and second quarters of 2026 and forms 8-K that we make with the SEC as well as our press releases. In addition, these forward-looking statements represent our management's expectations only as of today. While inhibitor may elect to update these forward-looking statements, it specifically disclaims any obligation to do so, except as may be required by law. Any forward-looking statements should not be relied upon as representing our management's estimates or views as of any date subsequent to today. I remind everyone that this meeting is not a public forum for the purposes of SEC's Regulation FD. As a result, while we would be happy to provide you with general background or other publicly available information about the company, we will not be able to provide you with material non-public information at this meeting. In addition, no video or audio recording of this meeting are permitted. A full explanation of the rules of conduct for this meeting can be found in the virtual meeting portal located in the meeting materials section. As was mentioned before by Dr. O'Donnell, Anthony Coridio has been duly appointed as inspector of election for today's meeting. Prior to this meeting, Mr. Coridio provided his executed inspector oath whereby he has been sworn to faithfully perform the duties of inspector of election with impartiality according to the best of his ability. I have in my possession a list of stockholders as of the close of business on the July 20, 2026 record date for this meeting. I am also in possession of an affidavit of Broadridge attesting that the notice of annual meeting and proxy materials, including a proxy card and our 2025 annual report were mailed on or about August 17, 2026 to each stockholder of record at the close of business on the record date. On the record date, there were 173,791,968 shares of common stock issued outstanding and entitled to vote at this annual meeting. Each share of common stock is entitled to one vote. For a quorum to be present, a majority of the issued and outstanding shares entitled to vote, or 86,895,985 shares, must be present at the annual meeting in person or represented by proxy. I will now ask our inspector to report on the existence of a quorum.

Anthony P. Carradale, Analyst — Inspector of Elections (Broadridge)

There are, represented at this annual meeting, either in person or by proxy, a total of 112,445,954 shares of common stock of the company out of a total aggregate of 173,791,968 shares of common stock issued. Outstanding and entitled to vote at this meeting. This constitutes approximately 64.7% of the company's outstanding shares of common stock entitled to vote at this annual meeting. Therefore, I declare that there is a quorum present at this annual meeting for the transaction of business. Back to you, Mr. Osmond.

Ronald E. Osman, Board Member

Thank you, Mr. Caridio. We will now proceed with the matters to be voted upon at the meeting. The polls are now open and will remain open until all the proposals have been read. If you have not already voted or if you wish to change your vote, please do so now. The first item of business is the election of directors for the coming year. Each of Francis E. O'Donnell, Samuel J. Sears, Dr. Neeraj Vasset, Michelle Yanis, Michael German, and Ronald E. Osmond are all incumbent directors whose term of office expires as of this meeting and have been nominated by the board for re-election at the annual meeting. If elected at the annual meeting, each of the nominees will serve until the 2027 annual meeting of stockholders and or their earlier death, resignation, disqualification, or removal. I hereby move that the foregoing persons be nominated for election as directors.

Michael Jerman, Board Member

I second.

Francis E. O'Donnell, Jr., M.D., Chairman

Thank you, Mike.

Ronald E. Osman, Board Member

The second item of business is to ratify the appointment by the audit committee of the board of the company of the firm Cherry Becker LLP as inhibitors' independent registered public accounting firm for fiscal year ended December 31, 2026.

Francis E. O'Donnell, Jr., M.D., Chairman

I hereby move that the proposal be approved.

Michael Jerman, Board Member

I second.

Francis E. O'Donnell, Jr., M.D., Chairman

Yes, thank you, Mike.

Ronald E. Osman, Board Member

Third item of business is a proposal to the Inhibitor Therapeutics Incorporated 2025 Equity Incentive Plan.

Francis E. O'Donnell, Jr., M.D., Chairman

I hereby move that the proposal be approved.

Michael Jerman, Board Member

I second.

Francis E. O'Donnell, Jr., M.D., Chairman

Thanks, Mike.

Ronald E. Osman, Board Member

The fourth item of business is to approve a non-binding advisory note commonly known as say on pay on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the executive compensation policies and practices described in the proxy statement. I hereby move that the foregoing be approved.

Michael Jerman, Board Member

I second.

Francis E. O'Donnell, Jr., M.D., Chairman

Thanks, Mike.

Ronald E. Osman, Board Member

The fifth item of business is to approve on an advisory basis the frequency with which we include in our proxy statement an advisory vote to approve or not approve the compensation of our named executive officers. By voting on this proposal, stockholders may indicate whether they prefer that we seek such an advisory vote every one, two, or three years. The Board believes that an advisory vote on executive compensation that occurs every three years is the most appropriate for our company. Therefore, I hereby move that future nine-binding advisory votes regarding the executive compensation of our named executive officers be made every three years.

Michael Jerman, Board Member

I second.

Francis E. O'Donnell, Jr., M.D., Chairman

Thanks, Mike.

Michael Jerman, Board Member

Excuse me.

Ronald E. Osman, Board Member

The final item of business to come before this annual meeting is an adjournment proposal. The annual meeting may be adjourned to another time and place if necessary or appropriate to permit the solicitation of additional proxies if there are insufficient votes at the time of the annual meeting to approve the other proposals. All matters to be voted on at this annual meeting have now been presented. We will pause for a moment to ensure that those wishing to vote now may finish doing At this time, everyone should have completed voting. This concludes the presentation of the business items on the agenda for this annual meeting. The polls are now closed. We will now pose for a moment to allow the Inspector of Election to make any adjustments due to voting that occurred at this annual meeting. I now ask Mr. Coridio to present his report as Inspector of Election on the preliminary results of the voting.

Anthony P. Carradale, Analyst — Inspector of Elections (Broadridge)

The election of directors. Each of the director nominees has received a plurality of the votes cast at this annual meeting, and therefore, each of the director nominees is elected as a director for a one-year term, concluding at the next annual meeting of stockholders, or until their successors shall be elected and qualified. For the ratification of auditors, a majority of the votes cast at this annual meeting have voted in favor of this proposal, therefore this proposal has been approved. A majority of the shares present or represented by proxy at the annual meeting has voted to approve the 2025 Equity Incentive Plan. A majority of the shares present or represented by proxy at the meeting has voted to approve the executive compensation of the company's named executive officers. Highest number of affirmative votes have voted for three years for the frequency of non-binding advisory votes to approve the executive compensation of the company's named executive officers. For the adjournment proposal, a majority of the votes cast on this proposal have voted in favor of this proposal. Therefore, this proposal has been approved. The prior five proposals have all been approved. There is no need to adjourn the meeting to a later date.

Francis E. O'Donnell, Jr., M.D., Chairman

Thank you, Mr. Crudio.

Ronald E. Osman, Board Member

The final results of voting will be set forth in the report of the inspector of election and will be included in the minutes of the annual meeting. The final detailed voting results will also be contained in a form 8K that will be filed with the SEC within four business days following this annual meeting. As there is no further business to come before this annual meeting, I declare the former part of this annual meeting adjourned. Thank you to our shareholders for your support.

Operator

This concludes today's meeting. You may disconnect.