DEFA14A

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 2, 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. ☐

Explanatory Note

This Current Report on Form 8-K/A (the “Amendment”) is being filed as an amendment to the Current Report on Form 8-K filed by the Registrant on June 15, 2018 (the “Original 8-K”). The Original 8-K was filed with the Securities and Exchange Commission to report the preliminary tally of consents by stockholders (the “Consents”) with respect to the proposals that were submitted to the stockholders by certain minority stockholders on December 5, 2018. The purpose of this Amendment is to (i) provide, in accordance with Item 5.07 of Form 8-K, the information set forth in a report dated June 26, 2018 from an outside independent ballot tabulation firm (IVS Associates, Inc. (“IVS”)) concerning the final tally of the Consents and (ii) update the exhibit to reflect the press release issued by the Registrant on July 2, 2018 announcing the final tally of Consents.

ITEM 5.07. Submission of Matters to a Vote of Security Holders

On June 26, 2018, IVS, an independent ballot tabulation firm, reported the final tally of Consents with respect to the proposals that were submitted to the vote of all stockholders by certain minority stockholders on December 5, 2018. The proposals were neither supported by the management of the Registrant, nor were the proposals supported by four of the five current directors of the Registrant. The final tally is based on information tabulated by IVS. Based on the final tally, none of the proposals were adopted because the proposals did not receive Consents from a majority of the stock outstanding on the February 13, 2018 record date.

As of the close of business on February 13, 2018, the record date for the Consents, 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 by the Company’s stockholders, proposed to remove four of the five current directors, elect new directors to the Board, make three different amendments to the 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 final tally calculated by IVS of Consents for each respective proposal.

Proposal 1 – Removal of Four of the Five Current Directors. (This proposal was not approved based on the following final results calculated by 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 final results calculated by 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 final results calculated by IVS.)

	Amendment to Section 2.01 of the Registrant’s Bylaws
Consents	15,386,237
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 final results calculated by IVS.)

	Amendment to Section 7.01 of the Registrant’s Bylaws
Consents	15,386,237
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 final results calculated by IVS.)

	Amendment to Section 2.01 of the Registrant’s Bylaws
Consents	15,386,237
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 final results calculated by 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 July 2, 2018, the Registrant issued a press release titled “Calmare Therapeutics Incorporated Reports Final Tally of Consents by Stockholders.” 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 July 2, 2018, titled “Calmare Therapeutics Incorporated Reports Final Tally of Consents by Stockholders.”

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

STOCKHOLDERS 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.

July 2, 2018	Calmare Therapeutics Incorporated
	By:	/s/ Conrad Mir
		Conrad Mir
		Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated July 2, 2018, titled “Calmare Therapeutics Incorporated Reports Final Tally of Consents by Stockholders”.

EX-99.1 CHARTER

Exhibit 99.1

 

CALMARE THERAPEUTICS INCORPORATED REPORTS

FINAL TALLY OF CONSENTS BY SHAREHOLDERS OF RECORD

Fairfield, CT – July 2, 2018 – Calmare Therapeutics Incorporated, (OTC: CTTC) (“CTI”), the pain mitigation company (“Calmare”), today reported the final tabulation of consents by shareholders of record as tallied and prepared by IVS Associates Inc., a professional services organization specializing in independent tabulation and certification of voting results.

As per the final tally, none of the proposals carried. Out of a maximum shares entitled to vote of 38,997,971 as of the Record Date of February 13, 2018, the final results are as follows:

Proposal No. 1	Consenting Shares	NON-Consenting Shares	Result
Removal of Four of the Five Existing Directors of the Company	15,083,737 (38.6%)	23,914,234 (61.4%)	DOES NOT CARRY
Proposal No. 2
Election of Nominees	15,083,737 (38.6%)	23,914,234 (61.4%)	DOES NOT CARRY
Proposal No. 3
Amendment to Bylaws Fixing the Number of Directors	15,386,237 (39.4%)	23,611,724 (60.6%)	DOES NOT CARRY
Proposal No. 4
Amendment to Bylaws Regarding Change in Number of Directors	15,386,237 (39.4%)	23,611,724 (60.6%)	DOES NOT CARRY
Proposal No. 5
Amendment to Bylaws Regarding Vacancies	15,386,237 (39.4%)	23,611,724 (60.6%)	DOES NOT CARRY
Proposal No. 6
Repeal of Additional Bylaws or Bylaw Amendments	15,083,737 (38.6%)	23,914,234 (61.4%)	DOES NOT CARRY

*****

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 on 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