0001144204-17-035275.txt : 20170630 0001144204-17-035275.hdr.sgml : 20170630 20170630170437 ACCESSION NUMBER: 0001144204-17-035275 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20170630 DATE AS OF CHANGE: 20170630 GROUP MEMBERS: BRIAN STRAUSS GROUP MEMBERS: DR. WILLIAM KAY GROUP MEMBERS: RICHARD D. HORNIDGE, JR. GROUP MEMBERS: RICHARD KWAK GROUP MEMBERS: ROBERT DAVIS GROUP MEMBERS: RON HIRSCHI GROUP MEMBERS: RONALD K. TOLBOE GROUP MEMBERS: TED KUSTIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CALMARE THERAPEUTICS Inc CENTRAL INDEX KEY: 0000102198 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 362664428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-30128 FILM NUMBER: 17942982 BUSINESS ADDRESS: STREET 1: 1375 KINGS HIGHWAY EAST CITY: FAIRFIELD STATE: CT ZIP: 06824 BUSINESS PHONE: (203) 368-6044 MAIL ADDRESS: STREET 1: 1375 KINGS HIGHWAY EAST CITY: FAIRFIELD STATE: CT ZIP: 06824 FORMER COMPANY: FORMER CONFORMED NAME: COMPETITIVE TECHNOLOGIES INC DATE OF NAME CHANGE: 19941227 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSITY PATENTS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: YARBRO STAN CENTRAL INDEX KEY: 0001269921 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 160 RIO KOBLES CITY: SAN JOSE STATE: CA ZIP: 95130 SC 13D 1 v470186_sc13d.htm SCHEDULE 13D

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.______)*

 

 

Calmare Therapeutics Incorporated 

 

(Name of Issuer)

 

Common Stock 

 

(Title of Class of Securities)

 

204512107 

 

(CUSIP Number)

 

Jason Moreau and Sarah McGarrell
Pierce Atwood, LLP

100 Summer Street

Boston, MA 02110

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

6/22/2017

 

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

SEC 1746 (3-06)

   

 

 

CUSIP No. 204512107
     
  1. Names of Reporting Persons.
     
      Stanley Yarbro, Ph.D.
     
    I.R.S. Identification Nos. of above persons (entities only).
     
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
     
    (a) þ
     
    (b) o
     
  3. SEC Use Only
     
     
  4. Source of Funds (See Instructions)
    PF
     
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)        o
     
  6. Citizenship or Place of Organization
    United States
       

    7. Sole Voting Power
    133,242
     
NUMBER OF 8. Shared Voting Power
SHARES   0
BENEFICIALLY    
OWNED BY EACH 9. Sole Dispositive Power
REPORTING   133,242
PERSON WITH    
  10. Shared Dispositive Power
      0
       
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
      133,242
     
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     
  13. Percent of Class Represented by Amount in Row (11)
      0.46%
     
  14. Type of Reporting Person (See Instructions)
      IN
     

 

 2 

 

 

CUSIP No. 204512107
     
  1. Names of Reporting Persons.
     
     

Richard D. Hornidge, Jr.

     
    I.R.S. Identification Nos. of above persons (entities only).
     
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
     
    (a) þ
     
    (b) o
     
  3. SEC Use Only
     
     
  4. Source of Funds (See Instructions)
    PF, SC
     
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)        o
     
  6. Citizenship or Place of Organization
    United States
       

    7. Sole Voting Power
   

498,223

     
NUMBER OF 8. Shared Voting Power
SHARES   0
BENEFICIALLY    
OWNED BY EACH 9. Sole Dispositive Power
REPORTING  

498,223

PERSON WITH    
  10. Shared Dispositive Power
      0
       
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
   

 

498,223

     
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     
  13. Percent of Class Represented by Amount in Row (11)
      1.73%
     
  14. Type of Reporting Person (See Instructions)
      IN
     

 

 3 

 

 

CUSIP No. 204512107
     
  1. Names of Reporting Persons.
     
     

Ron Hirschi

     
    I.R.S. Identification Nos. of above persons (entities only).
     
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
     
    (a) þ
     
    (b) o
     
  3. SEC Use Only
     
     
  4. Source of Funds (See Instructions)
    PF
     
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)        o
     
  6. Citizenship or Place of Organization
    United States
       

    7. Sole Voting Power
   

832,011

     
NUMBER OF 8. Shared Voting Power
SHARES   0
BENEFICIALLY    
OWNED BY EACH 9. Sole Dispositive Power
REPORTING  

832,011

PERSON WITH    
  10. Shared Dispositive Power
      0
       
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
   

 

832,011

     
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     
  13. Percent of Class Represented by Amount in Row (11)
      2.96%
     
  14. Type of Reporting Person (See Instructions)
      IN
     

 

 4 

 

 

CUSIP No. 204512107
     
  1. Names of Reporting Persons.
     
     

Robert Davis

     
    I.R.S. Identification Nos. of above persons (entities only).
     
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
     
    (a) þ
     
    (b) o
     
  3. SEC Use Only
     
     
  4. Source of Funds (See Instructions)
    PF
     
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)        o
     
  6. Citizenship or Place of Organization
    United States
       

    7. Sole Voting Power
   

1,043,672

     
NUMBER OF 8. Shared Voting Power
SHARES   0
BENEFICIALLY    
OWNED BY EACH 9. Sole Dispositive Power
REPORTING  

1,043,672

PERSON WITH    
  10. Shared Dispositive Power
      0
       
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
   

 

1,043,672

     
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     
  13. Percent of Class Represented by Amount in Row (11)
      3.63%
     
  14. Type of Reporting Person (See Instructions)
      IN
     

 

 5 

 

 

CUSIP No. 204512107
     
  1. Names of Reporting Persons.
     
     

Richard Kwak

     
    I.R.S. Identification Nos. of above persons (entities only).
     
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
     
    (a) þ
     
    (b) o
     
  3. SEC Use Only
     
     
  4. Source of Funds (See Instructions)
    PF
     
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)        o
     
  6. Citizenship or Place of Organization
    United States
       

    7. Sole Voting Power
   

433,071

     
NUMBER OF 8. Shared Voting Power
SHARES   0
BENEFICIALLY    
OWNED BY EACH 9. Sole Dispositive Power
REPORTING  

433,071

PERSON WITH    
  10. Shared Dispositive Power
      0
       
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
   

 

433,071

     
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     
  13. Percent of Class Represented by Amount in Row (11)
      1.50%
     
  14. Type of Reporting Person (See Instructions)
      IN
     

 

 6 

 

 

CUSIP No. 204512107
     
  1. Names of Reporting Persons.
     
     

Ted Kustin

     
    I.R.S. Identification Nos. of above persons (entities only).
     
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
     
    (a) þ
     
    (b) o
     
  3. SEC Use Only
     
     
  4. Source of Funds (See Instructions)
    PF
     
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)        o
     
  6. Citizenship or Place of Organization
    United States
       

    7. Sole Voting Power
   

1,431,500

     
NUMBER OF 8. Shared Voting Power
SHARES   0
BENEFICIALLY    
OWNED BY EACH 9. Sole Dispositive Power
REPORTING  

1,431,500

PERSON WITH    
  10. Shared Dispositive Power
      0
       
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
   

 

1,431,500

     
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     
  13. Percent of Class Represented by Amount in Row (11)
      4.97%
     
  14. Type of Reporting Person (See Instructions)
      IN
     

 

 7 

 

 

CUSIP No. 204512107
     
  1. Names of Reporting Persons.
     
     

Brian Strauss

     
    I.R.S. Identification Nos. of above persons (entities only).
     
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
     
    (a) þ
     
    (b) o
     
  3. SEC Use Only
     
     
  4. Source of Funds (See Instructions)
    PF
     
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)        o
     
  6. Citizenship or Place of Organization
    United States
       

    7. Sole Voting Power
   

1,263,809

     
NUMBER OF 8. Shared Voting Power
SHARES   0
BENEFICIALLY    
OWNED BY EACH 9. Sole Dispositive Power
REPORTING  

1,263,809

PERSON WITH    
  10. Shared Dispositive Power
      0
       
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
      1,263,809
     
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     
  13. Percent of Class Represented by Amount in Row (11)
   

 

4.39%

     
  14. Type of Reporting Person (See Instructions)
      IN
     

 

 8 

 

 

CUSIP No. 204512107
     
  1. Names of Reporting Persons.
     
     

Dr. William Kay

     
    I.R.S. Identification Nos. of above persons (entities only).
     
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
     
    (a) þ
     
    (b) o
     
  3. SEC Use Only
     
     
  4. Source of Funds (See Instructions)
    PF
     
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)        o
     
  6. Citizenship or Place of Organization
    United States
       

    7. Sole Voting Power
   

565,000

     
NUMBER OF 8. Shared Voting Power
SHARES   0
BENEFICIALLY    
OWNED BY EACH 9. Sole Dispositive Power
REPORTING  

565,000

PERSON WITH    
  10. Shared Dispositive Power
      0
       
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
   

 

565,000

     
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     
  13. Percent of Class Represented by Amount in Row (11)
      1.96%
     
  14. Type of Reporting Person (See Instructions)
      IN
     

 

 9 

 

 

CUSIP No. 204512107
     
  1. Names of Reporting Persons.
     
     

Ronald K. Tolboe

     
    I.R.S. Identification Nos. of above persons (entities only).
     
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
     
    (a) þ
     
    (b) o
     
  3. SEC Use Only
     
     
  4. Source of Funds (See Instructions)
    PF
     
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)        o
     
  6. Citizenship or Place of Organization
    United States
       

    7. Sole Voting Power
   

202,200

     
NUMBER OF 8. Shared Voting Power
SHARES   0
BENEFICIALLY    
OWNED BY EACH 9. Sole Dispositive Power
REPORTING  

202,200

PERSON WITH    
  10. Shared Dispositive Power
      0
       
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
   

 

202,200

     
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     
  13. Percent of Class Represented by Amount in Row (11)
      0.70%
     
  14. Type of Reporting Person (See Instructions)
      IN
     

 

 10 

 

 

Item 1. Security and Issuer

 

This statement relates to the shares of common stock, par value $0.01 per share (the “Common Stock”), of Calmare Therapeutics Incorporated, a Delaware corporation (the “Issuer”).  The principal executive office of the Issuer is located at 1375 Kings Highway East, Suite 400, Fairfield, CT.

 

Item 2. Identity and Background

 

(a)This statement is filed by (collectively, the “Reporting Persons”):

 

·Stanley Yarbro, Ph.D. (“Yarbro”)
·Richard Hornidge
·Ron Hirschi
·Robert Davis
·Richard Kwak
·Ted Kustin
·Brian Strauss
·Dr. William Kay
·Ronald K. Tolboe

 

(b)The principal business address of Yarbro is 154 Quail Hollow Drive, Kings Mountain, NC 28086. The principal business address of Richard Hornidge is 93 Caldwell Farm Rd., Byfield, MA 01922. The principal business address of Ron Hirschi is 432 North 1050 East, American Fork, UT 84003. The principal business address of Robert Davis is 807 King Ban Drive, Lewisville, TX 75956. The principal business address of Richard Kwak is 3543 Avenida Amarosa, Escondido, CA 92029. The principal business address of Ted Kustin is 42613 Brighton Street, Palm Desert, CA 92211. The principal business address of Brian Strauss is 26300 Euclid Ave. #702 Euclid, OH 44132. The principal business address of Dr. William Kay is 13785 Cedar Road #205, South Euclid, OH 4418.The principal business address of Ronald K. Tolboe is 696 West 850 South, Orem, UT 94058.

 

(c)The principal business of Yarbro is retired. The principal business of Richard Hornridge is retired. The principal business of Ron Hirschi is sale of commercial real estate. The principal business of Robert Davis is semiconductor equipment sales. The principal business of Richard Kwak is retired. The principal business of Ted Kustin is retired. The principal business of Brian Strauss is medical administration and billing. The principal business of Dr. William Kay is retired. The principal business of Ronald K. Tolboe is retired.

 

(d)None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)The Reporting Persons are citizens of the United States of America.

 

Item 3. Source and Amount of Funds or Other Consideration

 

The Reporting Persons used a total of approximately $2,737,863.51 in the aggregate to acquire the shares of Common Stock reported in this Schedule 13D.

 

 11 

 

 

As of June 30, 2017, Yarbro beneficially owns 133,242 shares of Common Stock and had invested approximately $174,850.15. The source of these funds was personal funds.

 

As of June 30, 2017, Richard Hornidge beneficially owns 498,223 shares of Common Stock and had invested approximately $462,546. The source of these funds was personal funds. A portion of the Common Stock was compensatory for Mr. Hornidge’s service to the Company.

 

As of June 30, 2017, Ron Hirschi beneficially owns 852,000 shares of Common Stock and had invested approximately $478,843.46. The source of these funds was personal funds.

 

As of June 30, 2017, Robert Davis beneficially owns 1,043,672 shares of Common Stock and had invested approximately $ $609,446.91. The source of these funds was personal funds.

 

As of June 30, 2017, Richard Kwak beneficially owns 433,071 shares of Common Stock and had invested approximately $350,000. The source of these funds was personal funds.

 

As of June 30, 2017, Ted Kustin beneficially owns 1,431,500 shares of Common Stock and had invested approximately $303,700. The source of these funds was personal funds.

 

As of June 30, 2017, Brian Strauss beneficially owns 1,263,809 shares of Common Stock and had invested approximately $228,803.64. The source of these funds was personal funds.

 

As of June 30, 2017, Dr. William Kay beneficially owns 565,000 shares of Common Stock and had invested approximately $132,000. The source of these funds was personal funds.

 

As of June 30, 2017, Ronald K. Tolboe beneficially owns 202,200 shares of Common Stock and had invested approximately $170,000. The source of these funds was personal funds.

 

Item 4. Purpose of Transaction

 

The shares of Common Stock reported in this Schedule 13D have been purchased and held for investment in the ordinary course of business.  The Reporting Persons initially invested in the Issuer because they believed the stock was undervalued and represented an attractive and potentially profitable investment opportunity. Although no Reporting Person has any specific plan or proposal to acquire or dispose of the Common Stock, consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Common Stock or dispose of any or all of its Common Stock depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons, and/or other investment considerations.

 

The purpose of the Reporting Persons’ acquisition of Common Stock was (and is) investment. The acquisitions of the Common Stock were made in the ordinary course of business and were not made for the purpose of acquiring control of the Issuer. However, the Reporting Persons share an ongoing concern regarding various aspects of the Issuer’s operations, financial structure and strategy including, but not limited to, the long history of underperformance and mismanagement of the Issuer – a problem that has existed for many years with no signs of improvement. As a result, the Reporting Persons are currently seeking to engage the Issuer’s Board in discussions to address these concerns including, but not limited to, senior management, Board composition, financial condition and/or operations of the Issuer (including financing, spending, business strategy, compensation, debt, and dilution of stock), and how to maximize shareholder value. As part of this process, the Reporting Persons hope to resolve these issues with the Board of the Issuer, but in the event that turns out not to be possible, reserve the right to consider all available options to benefit the shareholders including, without limitation, commencement of a consent solicitation, proxy solicitation or tender offer.

 

 12 

 

 

On June 30, 2017, Yarbro (on behalf of the Reporting Persons) sent a letter to the Board expressing the Reporting Persons’ ongoing concern regarding the underperformance and mismanagement of the Company. In its letter, the Reporting Persons noted that, despite languishing stock price, senior management’s compensation has done nothing but go up and that senior management’s compensation is in no way tied to shareholder return. The letter also noted the Reporting Persons’ concern with the Board’s recent invalid and wrongful removal of Yarbro as a member of the Board (as inaccurately reported in the Form 8-K filed by the Company on March 18, 2017). The letter requested that the Board have a meeting with the Reporting Persons to address the above-referenced concerns.

 

The foregoing summary is qualified in its entirety by reference to the full text of the letter, a copy of which is attached as Exhibit 1 to this Schedule 13D and is incorporated by reference herein.

 

As a result of the actions undertaken by the Reporting Persons as stated above, the Reporting Persons may be deemed members of a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

 

Except as set forth herein or such as would occur upon completion of any of the actions discussed herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in Item 4 of Schedule 13D.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, actions taken by the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock and/or other equity, debt, notes, instruments or other securities of the Issuer (collectively, “Securities”), disposing of any or all of their Securities, engaging in any hedging or similar transactions with respect to the Securities, and/or otherwise changing their intention with respect to any and all matters referred to in this Item 4 of this Schedule 13D.

 

Item 5. Interest in Securities of the Issuer

 

(a)The aggregate number and percentage of shares of Common Stock to which this Schedule 13D relates is 6,422,517 shares of Common Stock, constituting approximately 22.31% of the Issuer’s currently outstanding Common Stock.  The aggregate number and percentage of shares of Common Stock reported herein are based upon the 28,787,831 shares of Common Stock outstanding as of December 29, 2016, as reported in the Issuer's 10-Q filed with the Securities and Exchange Commission on December 29, 2016.

 

  (i) Yarbro:  
    (a) As of the date hereof, Yarbro may be deemed the beneficial owner of 133,242 shares of Common Stock.
      Percentage: Approximately 0.46% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 133,242 shares of Common Stock
      2. Shared power to vote or direct vote: 0
      3. Sole power to dispose or direct the disposition: 133,242 shares of Common Stock
      4. Shared power to dispose or direct the disposition: 0
           

 

  (ii) Ron Hirschi:  
    (a) As of the date hereof, Ron Hirschi may be deemed the beneficial owner of 852,000 shares of Common Stock.
      Percentage: Approximately 2.96% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 852,000 shares of Common Stock
      2. Shared power to vote or direct vote: 0
      3. Sole power to dispose or direct the disposition: 852,000 shares of Common Stock
      4. Shared power to dispose or direct the disposition: 0
           

 13 

 

 

  (iii) Richard Hornidge:  
    (a) As of the date hereof, Richard Hornidge may be deemed the beneficial owner of 498,223 shares of Common Stock.
      Percentage: Approximately 1.73% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 498,223 shares of Common Stock
      2. Shared power to vote or direct vote: 0
      3. Sole power to dispose or direct the disposition: 498,223 shares of Common Stock
      4. Shared power to dispose or direct the disposition: 0
           

 

  (iv) Robert Davis:  
    (a) As of the date hereof, Robert Davis may be deemed the beneficial owner of 1,043,672 shares of Common Stock.
      Percentage: Approximately 3.63% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 1,043,672 shares of Common Stock
      2. Shared power to vote or direct vote: 0
      3. Sole power to dispose or direct the disposition: 1,043,672 shares of Common Stock
      4. Shared power to dispose or direct the disposition: 0
           

 

  (v) Richard Kwak:  
    (a) As of the date hereof, Richard Kwak may be deemed the beneficial owner of 433,071 shares of Common Stock.
      Percentage: Approximately 1.50% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 433,071 shares of Common Stock
      2. Shared power to vote or direct vote: 0
      3. Sole power to dispose or direct the disposition: 433,071 shares of Common Stock
      4. Shared power to dispose or direct the disposition: 0
           

 

  (vi) Ted Kustin:  
    (a) As of the date hereof, Ted Kustin may be deemed the beneficial owner of 1,431,500 shares of Common Stock.
      Percentage: Approximately 4.97% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 1,431,500 shares of Common Stock
      2. Shared power to vote or direct vote: 0
      3. Sole power to dispose or direct the disposition: 1,431,500 shares of Common Stock
      4. Shared power to dispose or direct the disposition: 0
           

 

  (vii)  Brian Strauss:  
    (a) As of the date hereof, Brian Strauss may be deemed the beneficial owner of 1,263,809 shares of Common Stock.
      Percentage: Approximately 4.39% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 1,263,809 shares of Common Stock
      2. Shared power to vote or direct vote: 0
      3. Sole power to dispose or direct the disposition: 1,263,809 shares of Common Stock
      4. Shared power to dispose or direct the disposition: 0
           

 

  (viii) Dr. William Kay:  
    (a) As of the date hereof, Dr. William Kay may be deemed the beneficial owner of 565,000 shares of Common Stock.
      Percentage: Approximately 1.96% as of the date hereof.
    (b) 1. Sole power to vote or direct vote:565,000 shares of Common Stock
      2. Shared power to vote or direct vote: 0
      3. Sole power to dispose or direct the disposition: 565,000 shares of Common Stock
      4. Shared power to dispose or direct the disposition: 0
           

 

 14 

 

 

  (ix) Ronald K. Tolboe:  
    (a) As of the date hereof, Ronald K. Tolboe may be deemed the beneficial owner of 202,200 shares of Common Stock.
      Percentage: Approximately 0.70% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 202,200 shares of Common Stock
      2. Shared power to vote or direct vote: 0
      3. Sole power to dispose or direct the disposition: 202,200 shares of Common Stock
      4. Shared power to dispose or direct the disposition: 0
           

 

By virtue of the Reporting Persons’ coordinated efforts to influence management (as defined and described in Item 4 above), the Reporting Persons may be deemed to have formed a "group" within the meaning of Section 13(d)(3) of the Exchange Act and may be deemed to beneficially own an aggregate of 6,422,517 shares of Common Stock, constituting approximately 22.31% of the shares of Common Stock outstanding.

 

(b)Yarbro has sole voting and dispositive power over the 133,242 shares of Common Stock beneficially owned by him.  Ron Hirschi has sole voting and dispositive power over the 852,000 shares of Common Stock beneficially owned by him. Richard Hornidge has sole voting and dispositive power over the 498,223 shares of Common Stock beneficially owned by him. Robert Davis has sole voting and dispositive power over the 1,043,672 shares of Common Stock beneficially owned by him. Richard Kwak has sole voting and dispositive power over the 433,071 shares of Common Stock beneficially owned by him. Ted Kustin has sole voting and dispositive power over the 1,431,500 shares of Common Stock beneficially owned by him. Brian Strauss has sole voting and dispositive power over the 1,263,809 shares of Common Stock beneficially owned by him. Dr. William Kay has sole voting and dispositive power over 675,000 of the shares of Common Stock beneficially owned by him. Ron Tolboe has sole voting and dispositive power over the 202,200 shares of Common Stock beneficially owned by him.

 

(c)Information concerning transactions in the Common Stock effected by the Reporting Persons during the past sixty days is set forth in Schedule B hereto and is incorporated herein by reference.  Unless otherwise indicated, all of such transactions were effected in the open market.

 

(d)No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock.

 

(e)Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto.  A copy of such agreement is attached as Exhibit 2 and is incorporated by reference herein.

 

Other than the joint filing agreement filed as an exhibit hereto, the Reporting Persons have no contracts, arrangements, understandings or relationships with any persons with respect to securities of the Issuer.

 

Item 7. Material to Be Filed as Exhibits

 

Exhibit Description
1 Letter to the Board of Directors of Calmare Therapeutics, Inc., dated June 30, 2017.
2 Joint Filing Agreement, dated June 30, 2017.

 

 15 

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  /s/ Stanley Yarbro  
  Stanley Yarbro  
     
     
  /s/ Ron Hirschi  
  Ron Hirschi  
     
     
  /s/ Richard Hornidge  
  Richard Hornidge  
     
     
  /s/ Robert Davis  
  Robert Davis  
     
     
  /s/ Richard Kwak  
  Richard Kwak  
     
     
  /s/ Ted Kustin  
  Ted Kustin  
     
     
  /s/ Brian Strauss  
  Brian Strauss  
     
     
  /s/ Dr. William Kay  
  Dr. William Kay  
     
     
  /s/ Ronald K. Tolboe  
  Ronald K. Tolboe  
     
     

 

 16 

 

 SCHEDULE B

 

 

Transaction History of the Reporting Persons with respect to the Shares

 

 

This Schedule sets forth information with respect to each purchase and sale of Shares that were effectuated by a Reporting Person during the past sixty days.  Unless otherwise indicated, all transactions were effectuated in the open market through a broker.

 

Brian Strauss:

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
     
4/25/2017 17,600 $0.10
5/08/2017 5,000 $0.11
5/09/2017 5,000 $0.1011
5/17/2017 1,990 $0.0996
5/31/2017 10,000 $0.0974
5/31/2017 76,850 $0.10
6/02/2017 55,000 $0.106
6/06/2017 5,000 $0.101
6/07/2017 600 $0.1012
6/07/2017 3,000 $0.1012
6/08/2017 4,050 $0.1012
6/09/2017 7,500 $0.1222
6/13/2017 2,048 $0.1301
6/14/2017 6,300 $0.14
6/14/2017 5,000 $0.1302
6/15/2017 5,000 $0.1151
6/23/2017 5,000 $0.1495

 

 

 

Dr. William Kay:

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
     
6/26/17 5,000 $0.131

 

 

 17 

 

EX-99.1 2 v470186_ex-1.htm EXHIBIT 1

EXHIBIT 1

 

June 30, 2017

 

Board of Directors

Calmare Therapeutics, Inc.

1375 Kings Highway, Suite 400

Fairfield, CT 06824-5380

CTT@CalmareTherapeutics.com

 

Dear Members of the Board:

 

As shareholders of Calmare Therapeutics, Inc. (“Calmare” or the “Company”) who collectively own more than 22% (22.3%) of the common stock of Calmare, we write to express our ongoing concern and extreme disappointment regarding the underperformance and mismanagement of the Company – a problem that has existed for many years with no signs of improvement. We have waited for management to deliver on a strategic growth plan that has failed to gain any traction and are reaching a point at which management’s failure to deliver shareholder value will no longer be tolerated. The Company’s failure to file its annual Form 10-K for the year ended December 31, 2016 or quarterly Form 10-Q for the period ending March 31, 2017 has only exacerbated the situation and increased our frustration. This mismanagement (coupled with a lack of accountability) is part of a long- standing pattern of abuses by management and the Board and needs to change.

 

Despite the languishing stock price, senior management’s compensation has done nothing but go up. Clearly, senior management’s compensation is in no way tied to shareholder return. As you know, the Board has a responsibility and fiduciary duty to shareholders, and job preservation for senior management at the expense of shareholder returns is not consistent with fulfilling that duty. Equally concerning is the Board’s recent invalid and wrongful removal of Stanley Yarbro, Ph.D. as a member of the Board (as inaccurately reported in the Form 8-K filed by the Company on March 18, 2017).

 

We are currently seeking to have a meeting with the Board to address the above-referenced concerns including, but not limited to, senior management, Board composition, financial condition and/or operations of the Company (including financing, spending, business strategy, compensation, debt, and dilution of stock), and how to maximize shareholder value. While we are hopeful that we can resolve these longstanding issues with the Board, in the event that turns out to be not possible, we reserve the right to consider all available options to benefit the shareholders, including, without limitation, commencement of a consent solicitation, proxy solicitation or tender offer.

 

We believe that there is still tremendous value in Calmare, but are concerned that this value will be further destroyed as long as the Company fails to take meaningful steps to maximize this value. We are hopeful that this message will resonate and look forward to hearing back from you with a proposed date to further discuss the above-referenced concerns.

 

Dated: June 30, 2017.

 

  /s/ Stanley Yarbro  
  Stanley Yarbro, as authorized representative of certain shareholders  

 

   

EX-99.2 3 v470186_ex-2.htm EXHIBIT 2

EXHIBIT 2

 

Joint Filing Agreement, dated June 30, 2017

 

PURSUANT TO RULE 13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows that such information is inaccurate.

 

Dated: June 30, 2017.

 

  /s/ Stanley Yarbro  
  Stanley Yarbro  
     
     
  /s/ Ron Hirschi  
  Ron Hirschi  
     
     
  /s/ Richard Hornidge  
  Richard Hornidge  
     
     
  /s/ Robert Davis  
  Robert Davis  
     
     
  /s/ Richard Kwak  
  Richard Kwak  
     
     
  /s/ Ted Kustin  
  Ted Kustin  
     
     
  /s/ Brian Strauss  
  Brian Strauss  
     
     
  /s/ William Kay  
  Dr. William Kay  
     
     
  /s/ Ronald Tolboe  
  Ronald K. Tolboe