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) October 29, 2015
CTD HOLDINGS, INC.
(Exact name of registrant as specified in charter)
| Florida | 000-25466 | 59-3029743 | ||
| (State
or other Jurisdiction of Incorporation or Organization) |
(Commission File Number) | (IRS
Employer Identification No.) |
14120 N.W. 126th Terrace, Alachua, Florida |
32615 | |
| (Address of Principal Executive Offices) | (zip code) |
386-418-8060
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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(b) under the Exchange Act (17 CFR 240.14a-12(b))
☐ 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 29, 2015, the Board of Directors of CTD Holdings, Inc. (the “Company”) appointed Judge Joseph J. Farnan to serve as a director of the Company. There are no arrangements or understandings with Judge Farnan pursuant to which he was appointed as a director, or any related party transactions between the Company and Judge Farnan that are subject to disclosure under Item 404(a) of Regulation S-K.
A copy of the press release issued by the Company announcing the appointment of Judge Farnan to its Board of Directors is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit 99.1 | Press Release of CTD Holdings, Inc. dated November 4, 2015 |
| 2 |
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.
| CTD Holdings, Inc. | ||
| Date: November 4, 2015 | ||
| By: | /s/ Jeffrey L. Tate | |
| Jeffrey L. Tate | ||
| Chief Operating Officer | ||
| 3 |
EXHIBIT INDEX
| No. | Description | |
| Exhibit 99.1 | Press Release of CTD Holdings, Inc. dated November 4, 2015 |
4
Exhibit 99.1
Joseph J. Farnan, Jr. Joins CTD Holdings Board of Directors
Alachua, Fla. – (Marketwired) November 4, 2015 CTD Holdings, Inc. (OTCQB: CTDH), a biotechnology company that develops cyclodextrin-based products for the treatment of disease, today announced that Judge Joseph J. Farnan of the Wilmington, Delaware law firm Farnan LLP has joined its Board of Directors.
Judge Farnan served as a United States District Judge for the District of Delaware from 1985 to 2010 and as Chief Judge from 1997 to 2001. During his tenure, Judge Farnan presided over hundreds of bench and jury trials involving patents and complex commercial disputes. His current law practice focuses on patent litigation and consulting, and complex commercial matters.
Additionally, Judge Farnan serves as an arbitrator and mediator in complex disputes. For example, he was chosen by the parties to arbitrate a dispute between the Los Angeles Dodgers and Major League Baseball that resulted in the Dodgers being sold for more than $2 billion, the largest sum paid to date for a professional sports franchise in North America.
“We welcome Judge Farnan to the CTD Holdings Board of Directors,” said N. Scott Fine, company Chairman and CEO. “His business and legal experience will strengthen our Board as we continue to build our global footprint.”
“I am honored to have been elected to the Board,” said Judge Farnan, “I look forward to working with the Board and Officers of CTD to further the meaningful scientific endeavors being pursued by the CTD team, the patient families, the scientists and other professionals.”
About
the Company:
CTD Holdings, Inc. is a biotechnology company developing cyclodextrin-based products for the treatment of disease, including Trappsol(R)
Cyclo(TM), an orphan drug designated product, for treatment of Niemann-Pick Type C, a rare and serious genetic disease in young
children which also results in significant health impairment for affected adults. Additional indications for the active ingredient
in Trappsol(R) Cyclo(TM), including peripheral artery disease, diabetic nephropathy, and acute viral infections, are also in development.
The Company’s other divisions distribute and manufacture the trademarked Trappsol(R) and Aquaplex(R) cyclodextrins, cyclodextrin derivatives, and cyclodextrin complexes for biotechnology and life science companies involved in the research, pharmaceutical, medical device, cosmetics and nutrition markets. They also operate the world's only cGMP pulse drying facility for the production of UltraPure(TM) cyclodextrin derivatives and pharmaceutical grade Aquaplex(R) cyclodextrin complexes and supply cyclodextrins to biotechnology and life science researchers around the globe from the world's largest catalog of cyclodextrins. For additional information, visit the Company's websites: www.ctd-holdings.com and www.cyclodex.com
Safe
Harbor Statement:
This press release contains "forward-looking statements" about the Company's current expectations about future results,
performance, prospects and opportunities. Statements that are not historical facts, such as "anticipates," "believes"
and "expects" or similar expressions, are forward-looking statements. These statements are subject to a number of risks,
uncertainties and other factors that could cause actual results in future periods to differ materially from what is expressed
in, or implied by, these statements. The factors which may influence the Company's future performance include the Company's ability
to obtain additional capital to expand operations as planned, success in achieving regulatory approval for clinical protocols,
enrollment of adequate numbers of patients in clinical trials, unforeseen difficulties in showing efficacy of the Company’s
biopharmaceutical products, success in attracting additional customers and profitable contracts, and regulatory risks associated
with producing pharmaceutical grade and food products. These and other risk factors are described from time to time in the Company's
filings with the Securities and Exchange Commission, including, but not limited to, the Company's reports on Forms 10-K and 10-Q.
Unless required by law, the Company assumes no obligation to update or revise any forward-looking statements as a result of new
information or future events.
Contact:
Sitrick And Company
Wendy Tanaka
(415) 369-8447
wtanaka@sitrick.com
Thomas Mulligan
(212) 573-6100, Ext. 395
tmulligan@sitrick.com