Additional Proxy Soliciting Materials (definitive) (defa14a)
February 20 2018 - 06:32AM
Edgar (US Regulatory)
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): February 20, 2018 (February 15, 2018)
CALMARE
THERAPEUTICS INCORPORATED
(Exact
name of registrant as specified in its charter)
Delaware
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001-08696
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36-2664428
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
Number)
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1376
Kings Highway
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Fairfield,
CT 06824
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(Address
of principal executive offices)
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203-368-6044
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(Registrant’s
Telephone Number)
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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))
The
Form 8-K that the Registrant submitted to the SEC for filing at 6:21 p.m. Eastern Time on February 15, 2018, was not false and
misleading because the Registrant was advised as late as 4:30 p.m. Eastern Time on February 15, 2018 by its independent Registered
Agent that the Registered Agent had not received any documentation establishing a record date for the ongoing consent solicitation.
After
being so advised, and to minimize confusion, uncertainty and costs for all parties, the Registrant submitted a Form 8-K to the
SEC at 6:21 p.m. Eastern Time on February 15, 2018 for filing in order to establish a record date for the consent solicitation
so that the parties involved in the consent solicitation could move forward with a single record date.
At
the time of submitting the Form 8-K on February 15, 2018, everything in the Form 8-K was accurate to the knowledge of the Registrant,
and only later, at approximately 10:20 p.m. Eastern Time on February 15, 2018, did the Registrant receive notice from the Registered
Agent that the Registered Agent had received outside documentation necessary to establish the record date. The Registrant’s
Registered Agent did not provide the correct information prior to the time the Registrant’s Form 8-K was submitted to the
SEC for filing, because, according to information subsequently obtained on February 16 from the Registered Agent, the documentation
received by the Transfer Agent on February 13 had been “in queue” and not available for the Registered Agent to advise
the Registrant prior to the Registrant's submitting its February 15 Form 8-K to the SEC.
Based
on the above, the Registrant agrees that the record date for the consent solicitation is February 13, 2018, even though nothing
in the Form 8-K submitted on February 15, 2018 was false and misleading based on the information available to the Registrant at
the time of submission of the Form 8-K to the SEC.
Given
that a record date has now been properly established, the Registrant intends to engage an independent tabulator of consents and
revocations to tabulate the written consents and revocations.
Participants
in Solicitation
THE
COMPANY AND ITS DIRECTORS AND EXECUTIVE OFFICERS ARE DEEMED TO BE PARTICIPANTS IN THE CONSENT REVOCATION SOLICITATION. THESE PARTICIPANTS
ARE IDENTIFIED IN THE COMPANY'S AMENDED DEFINITIVE CONSENT REVOCATION STATEMENT (AMENDMENT NO. 1) THAT THE COMPANY FILED WITH
THE SEC ON JANUARY 16, 2018. INFORMATION REGARDING THE INTERESTS OF PARTICIPANTS OF THE COMPANY IN THE SOLICITATION OF CONSENT
REVOCATIONS AND OTHER RELEVANT MATERIAL WILL BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE. SOME OF THIS INFORMATION HAS BEEN
INCLUDED IN THE PRELIMINARY CONSENT REVOCATION MATERIALS THAT THE COMPANY FILED WITH THE SEC.
Additional
Information
SHAREHOLDERS
ARE ENCOURAGED TO READ THE COMPANY'S CONSENT REVOCATION STATEMENT AND SUBSEQUENT FILINGS, TOGETHER WITH ANY OTHER RELEVANT DOCUMENTS
THAT THE COMPANY FILES WITH THE SEC WHEN THEY BECOME AVAILABLE. THEY WILL CONTAIN IMPORTANT INFORMATION.
INVESTORS
AND SECURITY HOLDERS WILL BE ABLE TO OBTAIN THE DOCUMENTS FREE OF CHARGE AT THE SEC'S WEBSITE, WWW.SEC.GOV, FROM CALMARE THERAPEUTICS
INCORPORATED AT ITS WEBSITE, WWW.CALMARETHERAPEUTICS.COM OR BY WRITING TO CALMARE THERAPEUTICS INCORPORATED, 1375 KINGS HWY. STE
400, FAIRFIELD, CT 06824-5380 ATTENTION: INVESTOR RELATIONS.
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 thereunto duly authorized.
February
20, 2018
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Calmare Therapeutics Incorporated
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By:
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/s/ Conrad Mir
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Conrad
Mir
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Chief
Executive Officer
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Calmare Therapeutics (CE) (USOTC:CTTC)
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