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 | 001-08696 | 36-2664428 | ||
(State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
of Incorporation) | Identification Number) | |||
1375 Kings Highway East | ||||
Fairfield, CT 06824 | ||||
(Address of principal executive offices) | ||||
203-368-6044 | ||||
(Registrant’s Telephone Number) |
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. ☐
ITEM 5.07. | Submission of Matters to a Vote of Security Holders |
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.)
Conrad Mir | Peter Brennan | Rustin Howard | Carl O’Connell | |
Consents | 15,083,737 | 15,083,737 | 15,083,737 | 15,083,737 |
Does Not Consent | 0 | 0 | 0 | 0 |
Revokes Consent | 302,500 | 302,500 | 302,500 | 302,500 |
Proposal 2 – Election of Directors. (This proposal was not approved based on the following preliminary results from IVS.)
Stanley Yarbro | Robert Conway | Steve Roehrich | Robert Davis | Benjamin Large | |
Consents | 15,083,737 | 15,083,737 | 15,083,737 | 15,083,737 | 15,083,737 |
Does Not Consent | 0 | 0 | 0 | 0 | 0 |
Revokes Consent | 302,500 | 302,500 | 302,500 | 302,500 | 302,500 |
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.)
Amendment to Section 2.01 of the Registrant’s Bylaws | |
Consents | 15,083,737 |
Does Not Consent | 0 |
Revokes Consent | 0 |
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.)
Amendment to Section 7.01 of the Registrant’s Bylaws | |
Consents | 15,083,737 |
Does Not Consent | 0 |
Revokes Consent | 0 |
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.)
Amendment to Section 2.01 of the Registrant’s Bylaws | |
Consents | 15,083,737 |
Does Not Consent | 0 |
Revokes Consent | 0 |
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.)
Repeal of each Amendment to the Registrant’s Bylaws Adopted after October 20, 2010 | |
Consents | 15,083,737 |
Does Not Consent | 0 |
Revokes Consent | 302,500 |
ITEM 7.01. | Regulation FD Disclosure |
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.
ITEM 8.01. | Other Events |
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.
ITEM 9.01. | Financial Statements and Exhibits |
Exhibits.
99.1 | Press Release, dated June 14, 2018, titled “Calmare Therapeutics Reports Preliminary Tally of Consents by Shareholders.” |
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
EXHIBIT INDEX
Exhibit Number |
Description |
99.1 | Press Release, dated June 14, 2018, titled “Calmare Therapeutics Reports Preliminary Tally of Consents by Shareholders”. |
Exhibit 99.1
CALMARE THERAPEUTICS REPORTS
PRELIMINARY TALLY OF CONSENTS BY SHAREHOLDERS
Fairfield, CT – June 14, 2018 – Calmare Therapeutics Incorporated (OTC: CTTC) (“CTI”), a pain mitigation company (“Calmare”), today reported the preliminary tally of consents by shareholders with respect to a recent consent solicitation neither supported by Calmare's officers nor by four of its five directors. This preliminary tally is based on information prepared by IVS Associates Inc., a professional services organization specializing in independent tabulation and certification of voting results. The preliminary tally indicates that none of the proposals were adopted because none of them received approval of a majority of the shares outstanding on the February 13, 2018 record date.
The consent solicitation for these proposals was opposed by current management, and also opposed by four of the five current directors of Calmare. The six proposals, none of which were approved, proposed to remove four of the five current directors, elect new directors to the Board, make two different amendments to Calmare's existing Bylaws, and provide new requirements for additional Bylaws and Bylaw amendments.
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 Highway, Suite 400, Fairfield, CT 06824-5380 Attention: Investor Relations.
About IVS Associates, Inc.
IVS Associates, Inc., (“IVS”) is a professional services organization specializing in independent tabulation and certification of voting results for corporations and associations throughout the United States. IVS has served as independent inspectors at over 200 contested meetings and 600 routine annual meetings. It has earned its reputation as the leading provider of independent inspectors for the most important votes-proxy fights and contested meetings.
About Calmare Therapeutics, Inc.
Calmare Therapeutics, Inc. researches, develops and commercializes chronic, neuropathic pain and wound affliction devices. Our flagship medical device – the Calmare® Pain Therapy Device (the “Calmare Device”) – is the world’s only non-invasive and non-addictive modality that can successfully treat chronic, neuropathic pain. The Company holds a U.S. Food & Drug Administration 510k clearance designation on its flagship device, which grants it the exclusive right to sell, market, research and develop the medical device in the United States. The Calmare Devices are commercially sold to medical practices throughout the world. They are also found in U.S. military hospitals, clinics and other military installations.
Forward-Looking Statement
Certain statements contained in this press release are forward-looking statements that involve risks and uncertainties. The statements contained herein that are not purely historical are forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements deal with the Company’s current plans, intentions, beliefs and expectations and statements of future economic performance. Forward-looking statements involve known and unknown risks and uncertainties that may cause the Company's actual results in future periods to differ materially from what is currently anticipated. Factors that could cause or contribute to such differences include those discussed from time to time in reports filed by the Company with the Securities and Exchange Commission. The Company cannot guarantee its future results, levels of activity, performance or achievements.
Contacts:
Calmare Therapeutics Incorporated |
Conrad Mir |
President and CEO |
cmir@calmaretherapeutics.com |
203.368.6044 |
www.calmaretherapeutics.com