UNITED STATES
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): | January 19, 2017 |
Calmare Therapeutics Incorporated |
(Exact name of registrant as specified in its charter) |
Delaware | 001-08696 | 36-2664428 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1375 Kings Highway East, Fairfield, Connecticut | 06824 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: | (203) 368-6044 |
(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)) |
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On January 19, 2017, Robert T. Conway, Jr. informed Calmare Therapeutics Incorporated (the “Company”) of his decision to resign, effective immediately, from the Company’s Board of Directors (the “Board”). Mr. Conway was the Chairman of Nominating and Corporate Governance Committee and a member of Compensation Committee of the Board at the time of his resignation. The resignation was not the result of any disagreements with the Company.
On January 19, 2017, Steve Roehrich informed the Company of his decision to resign, effective at the close of business on January 19, 2017, from the Company’s Board. Mr. Roehrich was a member of Audit Committee and a member of the Nominating and Corporate Governance Committee of the Board at the time of his resignation. The resignation was not the result of any disagreements with the Company.
On January 24, 2017, the Company’s Board of Directors voted unanimously to reduce the number of board members from seven (7) to five (5).
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits |
Exhibit No. | Description | |
99.1
|
Press release regarding the resignations of Robert T. Conway, Jr. and Steve Roehrich, dated February 23, 2017 |
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 hereunto duly authorized.
Calmare Therapeutics Incorporated | |||
Date: February 23, 2017 | By: | /s/ Conrad Mir | |
Name: Conrad Mir | |||
Title: Chief Executive Officer |
Exhibit 99.1
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COMPANY NEWS |
CALMARE THERAPEUTICS BOARD OF DIRECTORS CHANGES
Fairfield, CT – February 23, 2017 – Calmare Therapeutics Incorporated, (OTCQB: CTTC) (the “Company” or “CTI), “the pain mitigation company,” has announced the following changes to its Board of Directors:
A. | Messrs. Robert Conway, Jr., and Steven Roehrich have stepped down in order to pursue other endeavors, contemporaneous with CTI’s inclusion on the GSAAdvantage!, as announced on January 26, 2017. |
B. | In response to the recent Board changes, the Board unanimously voted to have a Board comprised of Five (5) members. |
“On behalf of the Board of Directors and all CTI shareholders, we thank Messrs. Conway and Roehrich for their help in furthering CTI,” said Calmare Therapeutics President & CEO. “Their insight and direction have been instrumental in better positioning the Company with the U.S. Veterans Administration, the U.S. Department of Defense, and the General Services Administration. We wish them much success going forward.”
About the Company
Calmare Therapeutics Incorporated, the Calmare Pain Mitigation Therapy™ company, researches, develops and commercializes chronic, neuropathic pain and wound affliction devices. Our flagship medical device – the Calmare® Pain Therapy 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 (K081255) on its flagship device, which grants it the exclusive right to sell, market, research and develop the medical device in the United States. Calmare Devices are commercially sold to medical practices throughout the world. They are also found in U.S. military hospitals, clinics and on installations via CTI’s General Services Administration military contract (V797P-4300B).
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 | JV Public Relations |
Conrad Mir | Janet Vasquez |
President and CEO | Managing Director |
cmir@calmaretherapeutics.com | jvasquez@jvprny.com |
203.368.6044 | 212.645.5498 |
www.calmaretherapeutics.com |