UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM |
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report:
(Date of earliest event reported)
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
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(Registrant's telephone number, including area code)
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 (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.001 par value | CTEK | NYSE American |
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). |
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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 Submission of Matters to a Vote of Security Holders.
On August 31, 2022, CynergisTek, Inc., a Delaware corporation (“CynergisTek”) held a special meeting of stockholders virtually via an audio webcast (the “Special Meeting”). As of July 15, 2022, the record date for the Special Meeting, there were 13,256,570 shares of CynergisTek common stock, par value $0.001 per share (“Common Stock”), outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 8,406,381 shares of Common Stock were virtually present or represented by proxy and, therefore, a quorum was present.
CynergisTek’s stockholders voted on the following items at the Special Meeting:
1. To consider and vote on the proposal to (a) approve and adopt the Agreement and Plan of Merger, dated as of May 23, 2022 (as amended from time to time, the “Merger Agreement”), by and among CynergisTek, Clearwater Compliance LLC, a Tennessee limited liability company (“Parent”), and Clearwater Compliance Acquisition Company I, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and (b) pursuant to the terms of the Merger Agreement, approve the merger of Merger Sub with and into CynergisTek, as a result of which the separate corporate existence of Merger Sub will cease, with CynergisTek continuing as the surviving corporation (the “Merger”) and a wholly owned subsidiary of Parent (the “Merger Proposal”);
2. To consider and vote on the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to CynergisTek’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”); and
3. To consider and vote on any proposal to adjourn the Special Meeting from time to time, if necessary or appropriate as determined in the discretion of the Board of Directors of CynergisTek to solicit additional proxies if there are insufficient votes to approve and adopt the Merger Agreement and approve the Merger at the time of the Special Meeting (the “Adjournment Proposal”).
The Merger Proposal received the following votes:
For |
| Against |
| Abstain |
8,282,851 |
| 122,985 |
| 545 |
Based on the votes set forth above, the stockholders approved the Merger Proposal.
The Compensation Proposal received the following votes:
For |
| Against |
| Abstain |
7,364,910 |
| 942,559 |
| 98,912 |
Based on the votes set forth above, the stockholders approved the Compensation Proposal.
The Adjournment Proposal was rendered moot in light of the approval of the Merger Proposal.
Item 8.01Other Events.
On August 31, 2022, CynergisTek issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits
(d) Exhibits
Exhibit Number |
| Description |
99.1 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CYNERGISTEK, INC. |
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Date: | August 31, 2022 |
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By: | /s/ Paul T. Anthony |
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Name: | Paul T. Anthony |
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Title: | Chief Financial Officer |
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CynergisTek Inc. Stockholders Approve Merger Agreement
AUSTIN, TX (August 31, 2022) – 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 its stockholders have voted to approve the previously announced merger agreement dated May 23, 2022 (“Merger Agreement”) with Clearwater Compliance LLC (“Clearwater”), 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”).
CynergisTek today held its virtual special meeting of stockholders (the “Special Meeting”) to vote on, among other things, the Merger Agreement and proposed Merger with a subsidiary of Clearwater.
The first proposal, to adopt the Merger Agreement and approve the Merger, was approved by the affirmative vote of a majority of the outstanding shares of CynergisTek common stock entitled to vote thereon.
The second proposal, which was a non-binding, advisory proposal to approve compensation that will or may become payable by CynergisTek to its named executive officers in connection with the Merger, was approved by the affirmative vote of the holders of a majority of the shares of CynergisTek common stock entitled to vote thereon and virtually present in person by remote communication, or represented by proxy.
Under the terms of the Merger Agreement, Clearwater will acquire all of CynergisTek’s common stock for $1.25 per share in cash. The parties expect the transaction to close on September 1, 2022. Upon completion of the transaction, CynergisTek’s shares will no longer trade on the NYSE American Stock Market, and CynergisTek will become a private company.
Full results of the vote will be reported on a Form 8-K that CynergisTek will file with the U.S. Securities and Exchange Commission (the “SEC”). References herein to terms of the Merger Agreement are subject to, and are qualified by reference to, the full terms of the Merger Agreement, which CynergisTek filed with the SEC on Form 8-K on May 23, 2022.
Advisors
American Growth Capital is acting as financial advisor to CynergisTek, with Kirton McConkie PC acting as CynergisTek’s legal counsel.
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 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 the Company’s vendors to continue supplying the Company with supplies and services at comparable terms and prices; the Company’s ability to successfully compete and introduce enhancements and new features that achieve market acceptance and that keep pace with technological developments; the Company’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; the Company’s ability to retain key members of management and successfully integrate new executives; the Company’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 or will be described in greater detail in the Company’s Form 10-K and Form 10-Q filings with the Securities and Exchange Commission, 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. 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.
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CynergisTek Investor Relations Contact:
CynergisTek, Inc.
Bryan Flynn
(512) 402-8550 x7
InvestorRelations@cynergistek.com
CynergisTek Media Contact:
CynergisTek, Inc.
Lauren Frickle
(512) 402-8550 x7216
lauren.frickle@cynergistek.com
Document and Entity Information |
Aug. 31, 2022 |
|---|---|
| Details | |
| Registrant CIK | 0001011432 |
| Registrant Name | CYNERGISTEK, INC. |
| SEC Form | 8-K |
| Period End date | Aug. 31, 2022 |
| Tax Identification Number (TIN) | 37-1867101 |
| Emerging Growth Company | false |
| Entity Incorporation, State or Country Code | DE |
| Entity File Number | 000-27507 |
| Entity Address, Address Line One | 11940 Jollyville Road |
| Entity Address, Address Line Two | Suite 300-N |
| Entity Address, City or Town | Austin |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 78759 |
| City Area Code | 512 |
| Local Phone Number | 402-8550 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Amendment Flag | false |