Amended Current Report Filing (8-k/a)
July 02 2018 - 6:14PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): July 2, 2018 (June 8, 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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1375
Kings Highway East
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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))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory
Note
This
Current Report on Form 8-K/A (the “Amendment”) is being filed as an amendment to the Current Report on Form 8-K filed
by the Registrant on June 15, 2018 (the “Original 8-K”). The Original 8-K was filed with the Securities and Exchange
Commission to report the preliminary tally of consents by stockholders (the “Consents”) with respect to the proposals
that were submitted to the stockholders by certain minority stockholders on December 5, 2018. The purpose of this Amendment is
to (i) provide, in accordance with Item 5.07 of Form 8-K, the information set forth in a report dated June 26, 2018 from an outside
independent ballot tabulation firm (IVS Associates, Inc. (“IVS”)) concerning the final tally of the Consents and (ii)
update the exhibit to reflect the press release issued by the Registrant on July 2, 2018 announcing the final tally of Consents.
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ITEM
5.07.
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Submission
of Matters to a Vote of Security Holders
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On
June 26, 2018, IVS, an independent ballot tabulation firm, reported the final tally of Consents with respect to the proposals
that were submitted to the vote of all stockholders by certain minority stockholders on December 5, 2018. The proposals were neither
supported by the management of the Registrant, nor were the proposals supported by four of the five current directors of the Registrant.
The final tally is based on information tabulated by IVS. Based on the final tally, none of the proposals were adopted because
the proposals did not receive Consents from a majority of the stock outstanding on the February 13, 2018 record date.
As
of the close of business on February 13, 2018, the record date for the Consents, there were 38,997,971 shares of common stock
of the Registrant (the “Common Stock”) issued and outstanding. The six proposals, none of which were approved by the
Company’s stockholders, proposed to remove four of the five current directors, elect new directors to the Board, make three
different amendments to the Registrant’s existing Bylaws, and repeal prior amendments to the Bylaws. As shown below, the
proposals were not approved because the number of Consents received represented less than a majority of the Common Stock outstanding
on the record date.
Set
forth below is the final tally calculated by IVS of Consents for each respective proposal.
Proposal
1 – Removal of Four of the Five Current Directors.
(This proposal
was not
approved based on the following final
results calculated by IVS.)
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Conrad
Mir
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Peter
Brennan
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Rustin
Howard
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Carl
O’Connell
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Consents
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15,083,737
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15,083,737
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15,083,737
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15,083,737
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Does
Not Consent
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0
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0
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0
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0
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Revokes
Consent
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302,500
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302,500
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302,500
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302,500
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Proposal
2 – Election of Directors.
(This proposal
was not
approved based on the following final results calculated by
IVS.)
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Stanley
Yarbro
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Robert
Conway
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Steve
Roehrich
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Robert
Davis
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Benjamin
Large
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Consents
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15,083,737
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15,083,737
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15,083,737
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15,083,737
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15,083,737
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Does
Not Consent
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0
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0
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0
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0
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0
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Revokes
Consent
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302,500
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302,500
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302,500
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302,500
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302,500
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Proposal
3 – Amendment to Section 2.01 of the Registrant’s Bylaws.
(This proposal
was not
approved based on the
following final results calculated by IVS.)
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Amendment
to Section 2.01 of the Registrant’s Bylaws
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Consents
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15,386,237
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Does
Not Consent
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0
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Revokes
Consent
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0
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Proposal
4 – Amendment to Section 7.01 of the Registrant’s Bylaws.
(This proposal
was not
approved based on the
following final results calculated by IVS.)
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Amendment
to Section 7.01 of the Registrant’s Bylaws
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Consents
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15,386,237
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Does
Not Consent
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0
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Revokes
Consent
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0
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Proposal
5 – Amendment to Section 2.01 of the Registrant’s Bylaws.
(This proposal
was not
approved based on the
following final results calculated by IVS.)
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Amendment
to Section 2.01 of the Registrant’s Bylaws
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Consents
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15,386,237
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Does
Not Consent
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0
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Revokes
Consent
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0
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Proposal
6 – Repeal of each Amendment to the Registrant’s Bylaws adopted after October 20, 2010.
(This proposal
was
not
approved based on the following final results calculated by IVS.)
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Repeal
of each Amendment to the Registrant’s Bylaws Adopted after October 20, 2010
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Consents
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15,083,737
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Does
Not Consent
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0
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Revokes
Consent
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302,500
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ITEM
7.01.
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Regulation
FD Disclosure
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On
July 2, 2018, the Registrant issued a press release titled “Calmare Therapeutics Incorporated Reports Final Tally of Consents
by Stockholders.” A copy of the press release is provided herewith as Exhibit 99.1.
The
information set forth above in Item 5.07 Submission of Matters to a Vote of Security Holders and Item 7.01 Regulation FD Disclosure
is hereby incorporated by reference.
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ITEM
9.01.
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Financial
Statements and Exhibits
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Exhibits.
99.1
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Press
Release, dated July 2, 2018, titled “Calmare Therapeutics Incorporated Reports Final Tally of Consents by Stockholders.”
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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 U.S. SECURITY AND EXCHANGE COMMISSION (“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
STOCKHOLDERS
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 ELECTRONICALLY, FREE OF CHARGE, FROM THE SEC’S WEBSITE, WWW.SEC.GOV
OR THE CALMARE THERAPEUTICS INCORPORATED WEBSITE, WWW.CALMARETHERAPEUTICS.COM, OR IN PRINT FORM 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.
July 2, 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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