CTTC Calmare Therapeutics Inc (CE)

This Amendment No. 1 (" Amendment No. 1 ") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the " SEC ") on June 30, 2017 (the " Initial Schedule 13D " and together with this Amendment No. 1, the " Schedule 13D ") with respect to the common stock, par value $0.10 per share (the " Common Stock "), of Calmare Therapeutics Incorporated, a Delaware corporation (the " Issuer ").  Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D.  This Amendment No. 1 amends Items 2, 3, 4, 5, 6 and 7 as set forth below.

Item 2. Identity and Background

Item 2(a) of the Schedule 13D is hereby amended and supplemented as follows:

Item 2(b) of the Schedule 13D is hereby amended and supplemented as follows:

The principal business address of Steven Roehrich is 225 Seven Farms Drive, PH 306, Daniel Island, SC 29492.

Item 2(c) of the Schedule 13D is hereby amended and supplemented as follows:

The principal business of Steven Roehrich is consulting.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

As of September 10, 2017, Stanley Yarbro beneficially owns 285,980 shares of Common Stock (including 50,000 stock options and has the right to acquire 95,238 shares upon conversion of $100,000 of convertible debt) and had invested approximately $174,850.15. The source of these funds was personal funds. ⁽¹⁾

As of September 10, 2017, Ron Hirschi beneficially owns 832,011 shares of Common Stock and had invested approximately $478,843.46. The source of these funds was personal funds. ⁽¹⁾

As of September 10, 2017, Steven Roehrich beneficially owns 12,500 shares of Common Stock and had invested approximately $0. The shares are represented by options which were granted to Mr. Roehrich for his service on the Board of Directors.

⁽¹⁾ The disclosure made on Schedule 13D, filed on June 30, 2017 misstated the beneficial ownership of Mr. Yarbro and Mr. Hirschi. The number of shares of Common Stock held by each is updated and corrected herein.

Item 4. Purpose of Transaction

Item 4 is hereby amended and supplemented by the addition of the following:

From June 30, 2017 (when the Initial Schedule 13D was filed) until July 14, 2017, Yarbro unsuccessfully attempted to contact senior management of the Company to set up a meeting to discuss various aspects of the Issuer’s operations, financial structure and strategy (as set forth in Item 4 of the Initial Schedule 13D). On or about July 14, 2017, Yarbro followed up with a letter to Company management once again requesting a meeting with the Board of Directors to discuss the issues raised in the Initial Schedule 13D including the longstanding underperformance and mismanagement of the Company. Yarbro also noted the Company’s failure to timely file its Form 10-K for the period ending December 31, 2016 and its Form 10-Qs for the whole of 2017, as well as the financial status of the Company.

On or about August 11, 2017, Yarbro, on behalf of certain stockholders of the Company representing approximately twenty-three percent (23%) of the Company’s currently outstanding Common Stock, presented the Company’s Secretary with Notice of Stockholder Proposal to Nominate Directors for Election at Annual Meeting in accordance with the Company’s By-laws (the “Stockholder Proposal”) proposing for nomination a slate of five (5) individuals to serve as directors of the Company. The five individuals are:

On or about August 18, 2017, the Company, through its counsel, agreed to a meeting between Company management and the Stockholder Group (as set forth in the Initial Schedule 13D), to take place on Thursday, August 24, 2017 at 2:00 p.m. (EST) at the offices of the Company. On the afternoon of August 22, 2017, the Company, through its counsel, indicated that the meeting was cancelled by the Company’s CEO, Conrad Mir, citing “ongoing material events” that prevented the Company from answering the Group’s questions at this time and stating that the meeting would need to be rescheduled after September 15, 2017. To date, the Company has not provided alternative dates to reschedule the meeting between Company management and the Stockholder Group.

During this period, Yarbro also repeatedly made informal requests for a stockholder list which the Company has failed to provide. On or about August 25, 2017, following the Company’s abrupt cancellation of the August 24th meeting, Yarbro, through counsel, made a formal demand under Section 220 of the General Laws of the State of Delaware to review the stockholder list of the Company. As of the date of this filing, the Company has not responded.

The foregoing summary is qualified in its entirety by reference to the full text of: 1. the letter to the Board of Directors, a copy of which is attached as Exhibit 3 to this Schedule 13D; 2. the Stockholder Proposal, a copy of which is attached as Exhibit 4 to this Schedule 13D, and 3. the Demand to Inspect the Books and Records of the Company, a copy of which is attached as Exhibit 5 to this Schedule 13D, each of which is incorporated by reference herein.

Item 5. Interest in Securities of the Issuer

Paragraphs (a) – (b) of Item 5 are hereby amended as follows:

Percentage: Approximately 0.99% as of the date hereof.

Percentage: Approximately 2.89% as of the date hereof.

By virtue of the Reporting Persons’ coordinated efforts to influence management (as defined and described in Item 4 above), the Reporting Persons may be deemed to have formed a "group" within the meaning of Section 13(d)(3) of the Exchange Act and may be deemed to beneficially own an aggregate of 6,567,766 shares of Common Stock, constituting approximately 22.81% of the shares of Common Stock outstanding.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented by the addition of the following:

Each of the Nominees has entered into a nominee agreement with Yarbro on behalf of the Reporting Persons (each, a “Nominee Agreement” and collectively, the "Nominee Agreements"), pursuant to which each has agreed to stand for election to the Issuer's board of directors and to serve as a director if elected.

Item 7. Material to Be Filed as Exhibits

Item 7 of this Schedule 13D is hereby amended and supplemented as follows:

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.