Current Report Filing (8-k)
January 08 2018 - 6:07AM
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): January 5, 2018 (December 19, 2017)
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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☒
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On December 19, 2017, the Registrant issued
a press release titled “Calmare Therapeutics Cautions Shareholder.”
That press release was not intended to be soliciting
material, but only to inform shareholders that the Registrant would be filing its own soliciting materials with the Securities
And Exchange Commission and to request that shareholders refrain from taking any action until they receive the Registrant’s
materials in opposition to those previously filed by others.
A copy of the press release is included as
an exhibit to, and incorporated in, this Form 8-K.
Although it is the Registrant's position that
the press release does not constitute soliciting material, this Form 8-K is being filed as a cautionary measure to the extent that
the press release may be considered to be soliciting material.
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 PRELIMINARY CONSENT
REVOCATION STATEMENT THAT THE COMPANY FILED WITH THE SEC ON JANUARY 2, 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 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.
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Item 9.01
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FINANCIAL STATEMENTS AND EXHIBITS.
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(d) Exhibits
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.
January 5, 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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