Additional Proxy Soliciting Materials (definitive) (defa14a)
June 15 2018 - 6:08AM
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):
June 14, 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.
☐
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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 8, 2018, IVS Associates, Inc. (“IVS”)
reported the preliminary tally of consents by shareholders with respect to the proposals that were submitted to the shareholders
by certain minority shareholders on December 5, 2018. The proposals were neither supported by the management of the Registrant,
nor by four of the five current directors of the Registrant. The preliminary tally is based on information prepared by IVS. Based
on the preliminary tally, none of the proposals were adopted by the shareholders because the proposals did not receive consents
from a majority of the shares outstanding on the February 13, 2018 record date.
As of the close of business on February 13,
2018, the record date for the consent solicitation, 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, proposed to remove four of the five current
directors, elect new directors to the Board, make three different amendments to 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 preliminary tally of
consents from IVS for each proposal.
Proposal 1 – Removal of Four of the
Five Current Directors.
(This proposal
was not
approved based on the following preliminary results from 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 preliminary results from 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 preliminary results from
IVS.)
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Amendment to Section 2.01 of the Registrant’s Bylaws
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Consents
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15,083,737
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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 preliminary results from
IVS.)
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Amendment to Section 7.01 of the Registrant’s Bylaws
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Consents
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15,083,737
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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 preliminary results from
IVS.)
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Amendment to Section 2.01 of the Registrant’s Bylaws
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Consents
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15,083,737
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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
preliminary results from 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 June 8, 2018, the Registrant issued a press
release titled “Calmare Therapeutics Reports Preliminary Tally of Consents by Shareholders.” 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.
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
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 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.
June 14, 2018
Calmare Therapeutics Incorporated
By:
/s/ Conrad Mir
Conrad Mir
Chief Executive Officer
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