CynergisTek, Inc. Announces Filing of Definitive Proxy Statement and sets August 31, 2022, for Special Meeting of Stockholders
July 25 2022 - 4:10PM
Business Wire
Special meeting of stockholders to be held on
August 31, 2022 at 3:00 p.m. Central Time for stockholders to
consider and vote on the proposed merger and merger agreement
CynergisTek, Inc. (NYSE American: CTEK) (“CynergisTek”), a
leading cybersecurity, privacy, compliance, and IT audit firm
helping organizations in highly regulated industries navigate
emerging security and privacy issues, today announced that it has
filed a Definitive Proxy Statement on Schedule 14A (the “Proxy
Statement”) with the Securities and Exchange Commission (“SEC”) and
established July 15, 2022 as the record date (the “Record Date”)
for its special meeting of stockholders (the “Special Meeting”) to
be held to, among other things, consider and vote on the adoption
of the previously announced merger agreement dated May 23, 2022
(“Merger Agreement”) with Clearwater Compliance LLC, a healthcare
focused cybersecurity, compliance, and risk management solutions
firm, and approval of the proposed merger contemplated by the
Merger Agreement in an all cash transaction that values CynergisTek
at approximately $17.7 million (the “Merger”).
The Special Meeting will be held virtually via live webcast on
August 31, 2022, at 3:00 p.m. Central Time. You will be able to
attend the Special Meeting online by logging in at
https://www.colonialstock.com/ctek2022 and then clicking on the
document entitled “Virtual Meeting Instructions” which includes
additional instructions necessary to access the meeting room. All
CynergisTek stockholders as of the record date on July 15, 2022 are
entitled to vote their shares at the Special Meeting. CynergisTek
will begin mailing the Proxy Statement to CynergisTek stockholders
on or about July 25, 2022. Additionally, the Proxy Statement is
available at https://cynergistek.com/investor-relations/.
The CynergisTek Board of Directors unanimously recommends that
stockholders vote “FOR” the approval and adoption of the Merger
Agreement and the approval of the Merger, as well as the other
proposals set forth in the Proxy Statement.
If you have any questions or need assistance voting your shares,
please contact our proxy solicitor:
Laurel Hill Advisory Group LLC 2 Robbins Lane,
Suite 201 Jericho, New York 11753 Banks and brokers call collect:
516-933-3100 All others call toll free: 888-742-1305
About CynergisTek, Inc.
CynergisTek is a top-ranked cybersecurity consulting firm
helping organizations in highly-regulated industries, including
those in healthcare, government, and finance navigate emerging
security and privacy issues. CynergisTek combines intelligence,
expertise, and a distinct methodology to validate a company's
security posture and ensure the team is rehearsed, prepared, and
resilient against threats. Since 2004, CynergisTek has been
dedicated to hiring and retaining experts who bring real-life
experience and hold advanced certifications to support and educate
the industry by contributing to relevant industry associations. For
more information, visit www.cynergistek.com or follow us on Twitter
or LinkedIn.
Cautionary Note Regarding Forward Looking Statements
This release contains certain forward-looking statements
relating to the business of CynergisTek. These forward-looking
statements are within the meaning of Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”) and Section 21E of
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and can be identified by the use of forward-looking
terminology such as “believes,” “expects,” “anticipates,” “would,”
“could,” “intends,” “may,” “will,” or similar expressions. Such
forward-looking statements involve known and unknown risks and
uncertainties, including but not limited to uncertainties relating
to the Merger Agreement and transactions contemplated thereunder;
failure to obtain the required votes of CynergisTek’s stockholders;
the timing to consummate the proposed Merger; the conditions to
closing of the proposed Merger not being satisfied or the closing
of the proposed Merger otherwise not occurring; the occurrence of
any event, change or other circumstance that could give rise to the
termination of the Merger Agreement, including in circumstances
that would require CynergisTek to pay a termination fee;
unanticipated difficulties or expenditures relating to the proposed
Merger; the diversion of management time on Merger-related issues;
results of litigation, settlements and investigations; actions by
third parties, including governmental agencies and including the
response of customers, service providers and business partners to
the announcement of the proposed Merger; product/services
development; long and uncertain sales cycles; the ability to obtain
or maintain proprietary intellectual property protection; future
capital requirements; competition from other providers; the ability
of CynergisTek’s vendors to continue supplying CynergisTek with
supplies and services at comparable terms and prices; CynergisTek’s
ability to successfully compete and introduce enhancements and new
features that achieve market acceptance and that keep pace with
technological developments; CynergisTek’s ability to maintain its
brand and reputation and retain or replace its significant
customers; cybersecurity risks and risks of damage and
interruptions of information technology systems; CynergisTek’s
ability to retain key members of management and successfully
integrate new executives; CynergisTek’s ability to complete
acquisitions, strategic investments, entry into new lines of
business, divestitures, mergers or other transactions on acceptable
terms, or at all; potential risks and uncertainties relating to the
existing and ultimate impact of the COVID-19 pandemic, including
actions that may be taken by governmental authorities to contain
the COVID-19 outbreak or to treat its impact, and the potential
negative impacts of COVID-19 on the global economy and financial
markets; the general economic impact of the ongoing war in Ukraine,
including the impact of related sanctions being imposed by the U.S.
Government and the governments of other countries, and the impact
of potential reprisals as a consequence of the war in Ukraine and
any related sanctions; and other factors that may cause actual
results to be materially different from those described herein as
anticipated, believed, estimated or expected. Certain of these
risks and uncertainties are described in greater detail in
CynergisTek’s Annual Report on Form 10-K for the year ended
December 31, 2021 (as amended on Form 10-K/A) and the Quarterly
Report on Form 10-Q for the quarter ended March 31, 2022, each
filed with the SEC, which are available at http://www.sec.gov.
Given the risks and uncertainties, readers should not place undue
reliance on any forward-looking statement and should recognize that
the statements are predictions of future results which may not
occur as anticipated. Many of the risks listed above have been, and
may further be, exacerbated by the COVID-19 pandemic, including its
impact on the healthcare industry, or the ongoing war in Ukraine.
Actual results could differ materially from those anticipated in
the forward-looking statements and from historical results, due to
the risks and uncertainties described herein, as well as others not
now anticipated. The forward-looking statements are made as of the
date of this communication, and CynergisTek is under no obligation
(and expressly disclaims any such obligation) to update or alter
its forward-looking statements whether as a result of new
information, future events or otherwise.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy the securities of CynergisTek or
the solicitation of any vote or approval. In connection with the
proposed Merger, CynergisTek has filed with the SEC the Proxy
Statement for the special meeting of its stockholders and may file
other relevant documents with the SEC regarding the proposed
Merger. This communication is not a substitute for the Proxy
Statement or any other document that CynergisTek may file with the
SEC. The Proxy Statement was mailed to CynergisTek’s stockholders
commencing on or about July 25, 2022. STOCKHOLDERS ARE ADVISED
TO READ THE PROXY STATEMENT AND ANY OTHER DOCUMENTS FILED OR TO BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED MERGER. Stockholders may obtain a free copy of the
Proxy Statement and any amendments or supplements thereto and other
documents filed by CynergisTek (when they become available) at the
SEC's web site at http://www.sec.gov. In addition, the Proxy
Statement and such other documents may also be obtained for free
from CynergisTek on its website at
www.cynergistek.com/investor-relations/, or by directing such
request to InvestorRelations@cynergistek.com.
Participants in the Solicitation
CynergisTek and its directors, executive officers and other
members of its management and employees may be deemed to be
participants in the solicitation of proxies from its stockholders
in connection with the proposed Merger. A list of the names of such
directors and executive officers, information concerning such
participants’ ownership of CynergisTek’s common stock, and any
direct or indirect interest they have in the proposed Merger (by
security holdings or otherwise) is set forth in the Proxy
Statement. Additional information about the direct or indirect
interests of those participants may be included in other documents
filed with the SEC regarding the proposed Merger, if and when they
become available. Free copies of these materials may be obtained as
described in the preceding paragraph.
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version on businesswire.com: https://www.businesswire.com/news/home/20220725005849/en/
CynergisTek Investor Relations Contact: CynergisTek, Inc.
Bryan Flynn (512) 402-8550 x7 InvestorRelations@cynergistek.com
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