UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(D) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 15, 2015

 

Calmare Therapeutics Incorporated
(Exact name of registrant as specified in its charter)

 

Delaware 001-08696 36-2664428

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

1375 Kings Highway East, Fairfield, Connecticut 06824
(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code: (203) 368-6044

 

N/A
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

 

 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

On September 15, 2015, Calmare Therapeutics Incorporated (the “Company” or “Calmare”) announced the appointment of Stephen J. D’Amato, M.D. as Chief Medical Officer of the Company.

 

Stephen J. D’Amato, M.D, has been practicing medicine in Rhode Island for 35 years. Over the past six years, he has been the foremost Calmare® Pain Therapy Device practitioner with over 1000 patients treated in his medical practice. His efforts with Calmare have established new innovative ways of treating many different chronic pain diagnoses including Chemotherapy-induced Peripheral Neuropathy (CIPN), Complex Regional Pain Syndrome (CRPS), Failed Back Surgery Syndrome (FBSS) and Phantom Limb Pain Syndrome. Dr. D’Amato will oversee all medical treatment issues and research topics regarding Calmare, globally.

 

Prior to Calmare, Mr. D’Amato was the medical director and staff physician at North Providence Medical Services in North Providence, Rhode Island. During that time, he was a Clinical Assistant Professor of Emergency Medicine at the Boston University School of Medicine, Roger Williams Medical Center Campus in Providence, RI. He has been part of the medical staff of St. Joseph Hospital’s Fatima Unit and Medical Director of Mineral Spring Primary Care Associates, both in North Providence, RI.

 

Dr. D’Amato received his medical degree from the University of Padua – Italy in 1976. He is a licensed medical doctor in Rhode Island, Massachusetts and Florida. He attained Fellow status after his first board certification process in Emergency Medicine, and granted “lifelong status” after his third certification as a Fellow of the American College of Emergency Physicians (FACEP). He is also a managing partner of CALMARx Pain Relief, LLC, in West Warwick, RI.

 

 

Family Relationships

 

There are no family relationships between D’Amato and any previous officers or directors of the Company.

 

Related Party Transactions

 

During 2010, CALMARx Pain Relief, LLC, purchased 10 Calmare devices from the Company for an aggregate purchase price of $550,000. Dr. D’Amato is one of the owners and managers of CALMARx Pain Relief, LLC.

 

Employment Agreements

 

The Company does not have an employment agreement with D’Amato. However, in connection with D’Amato’s appointment, the Company and D’Amato have agreed to terms to be memorialized in an agreement. Under the agreed upon terms of the term sheet, Dr. D’Amato’s compensation includes a base salary of One Hundred and Eighty Thousand Dollars ($180,000) per annum, bonus eligibility equal to forty percent (40%) of Dr. D’Amato’s base salary, payable annually, subject to meeting goals and objectives created by the Company’s Board of Directors. Additionally, Dr. D’Amato shall be granted three hundred thousand (300,000) stock options. These terms are subject to modification until a formal employment agreement is executed.

 

Item 8.01 Other Events.

 

Change in Officers

 

On September 15, 2015, the Company issued a press release announcing Mr. D’Amato’s appointment as Chief Medical Officer, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number   Description of Exhibit
99.1   Press Release Dated September 15, 2015.

 

 

 

 

  

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Calmare Therapeutics Incorporated
     
Date: September 25, 2015  

/s/ Conrad Mir

Name: Conrad Mir

Title: Chief Executive Officer

  



Exhibit 99.1

 

   
  CORPORATE NEWS

FOR IMMEDIATE RELEASE

CALMARE THERAPEUTICS INCORPORATED APPOINTS

STEPHEN J. D’AMATO, M.D., F.A.C.E.P. CHIEF MEDICAL OFFICER

 

Fairfield, CT – September 15, 2015 – Calmare Therapeutics Incorporated (OTCQB: CTTC) (CTI), the Calmare® pain mitigation company, has appointed Stephen J. D’Amato, M.D., F.A.C.E.P., chief medical officer (CMO) of Calmare Therapeutics.

As part of Dr. D’Amato’s duties and responsibilities as the Company’s chief medical officer and corporate executive, he will spearhead CTI’s Centers of Excellence initiative, which was discussed last year at the Company’s annual general meeting in New York City.

On being offered an executive position with CTI, Dr. D’Amato said, “I am very excited to be part of Calmare Therapeutics, and its on-going thrust to treat chronic pain sufferers with Calmare Pain Mitigation Therapy™ throughout the world. Over the years, I have become extremely comfortable treating patients with Calmare. I am convinced of the good it does by giving these patients their lives back; and, without the need for prescription drugs.

“I also feel that the Center of Excellence approach in establishing a greater network of pain treatment clinics may be the key to expanding Calmare’s reach. I look forward to the progress we can achieve over the next 15 months,” he concluded.

Dr. D’Amato will continue to treat patients from his private practices in Rhode Island and forthcoming facility in Southwest Florida. He will be available to all Calmare physicians and practitioners as a source of reference.

“We are very proud of bringing on Dr. D’Amato as our new CMO and permanent member of our executive team,” said Calmare Therapeutics President & CEO Conrad Mir. “His medical expertise, Calmare treatment acumen and hand’s-on and facility operating proficiency adds a critical facet to CTI.

About Stephen J. D’Amato, M.D., F.A.C.E.P.

Dr. D’Amato has been practicing medicine in Rhode Island for 35 years. Over the past six years, he has been the foremost Calmare® Pain Therapy Device practitioner with over 1000 patients treated in his medical practice. His efforts with Calmare have established new innovative ways of treating many different chronic pain diagnoses including Chemotherapy-induced Peripheral Neuropathy (CIPN), Complex Regional Pain Syndrome (CRPS), Failed Back Surgery Syndrome (FBSS) and Phantom Limb Pain Syndrome. Dr. D’Amato will oversee all medical treatment issues and research topics regarding Calmare, globally.

 

 

Prior to Calmare, he was the medical director and staff physician at North Providence Medical Services in North Providence, Rhode Island. During that time, he was a Clinical Assistant Professor of Emergency Medicine at the Boston University School of Medicine, Roger Williams Medical Center Campus in Providence, RI. He has been part of the medical staff of St. Joseph Hospital’s Fatima Unit and Medical Director of Mineral Spring Primary Care Associates, both in North Providence, RI.

Dr. D’Amato received his medical degree from the University of Padua – Italy in 1976. He is a licensed medical doctor in Rhode Island, Massachusetts and Florida. He attained Fellow status after his first board certification process in Emergency Medicine, and granted “lifelong status” after his third certification as a Fellow of the American College of Emergency Physicians (FACEP). He is also a managing partner of CALMARx Pain Relief, LLC, in West Warwick, RI.

 

About the Company

Calmare Therapeutics Incorporated, the Calmare Pain Mitigation Therapy™ company, researches, develops and commercializes its flagship medical device – the non-invasive and non-addictive Calmare® Pain Therapy device. The Company holds the U.S. Food & Drug Administration 510k clearance on its device, which grants it the exclusive right to sell, market, research and develop the medical device. Calmare devices are commercially sold to medical practices throughout the world. They are also found on U.S. military hospitals, clinics and installations via CTI’s General Services Administration (GSA) military contract (V797P-4300B).

Forward-Looking Statement

Certain statements contained in this press release are forward-looking statements that involve risks and uncertainties. The statements contained herein that are not purely historical are forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements deal with the Company’s current plans, intentions, beliefs and expectations and statements of future economic performance. Forward-looking statements involve known and unknown risks and uncertainties that may cause the Company's actual results in future periods to differ materially from what is currently anticipated. Factors that could cause or contribute to such differences include those discussed from time to time in reports filed by the Company with the Securities and Exchange Commission. The Company cannot guarantee its future results, levels of activity, performance or achievements.

 

Contacts:

Calmare Therapeutics Incorporated Catalyst Research Management JV Public Relations
Conrad Mir Marc Robins CFA Janet Vasquez
President and CEO President Managing Director
cmir@calmaretherapeutics.com marc@catalystresearch.com   jvasquez@jvprny.com
203.368.6044 503.445.2850 212.645.5498

 

 

www.calmaretherapeutics.com

 

 

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