CALMARE THERAPEUTICS INCORPORATED (OTCMKTS:CTTC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersITEM 5.02.
Calmare Therapeutics Incorporated (the “Company”) has, upon further review of the matters involved, determined that Mr. Stanley Yarbro’s membership on the Board of Directors (the “Board”) of the Company has been continuous since March 1, 2012.
On December 12, 2017, the Board held a meeting. Mr. Yarbro was provided notice but did not attend.
| ITEM 5.03. | AMENDMENTS TO ARTICLES OF INCORPORATIONS OR BYLAWS; CHANGES IN FISCAL YEAR. |
On December 12, 2017, the Board approved an amendment to the Company’s Bylaws (the “Amendment”) that allows for the Company to appoint a third-party inspector to review votes cast by stockholders. Specifically, the Amendment is set forth in a new Section 1.10 and reads as follows:
Section 1.10
Inspectors: The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting, or any adjournment thereof or prior to the effectiveness of the written consent. If an inspector or inspectors are not appointed, the person presiding at the meeting or prior to the effectiveness of the written consent may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat or prior to the effectiveness of the written consent. Each inspector, if any, before entering upon the discharge of duties of inspector, shall take and sign an oath to faithfully execute the duties of an inspector at such meeting, or prior to the effectiveness of the written consent with strict impartiality and according to the best of such inspector’s ability. The inspectors, if any, shall: (a) determine the number of shares of stock outstanding and the voting power of each; (b) determine the shares of stock represented at the meeting or the written consent, (c) determine the existence of a quorum, and the validity and effect of proxies; (d) receive votes, ballots, or consents; (e) hear and determine all challenges and questions arising in connection with the right to vote, count, and tabulate all votes, ballots, or consents; (f) determine the number of votes required and its result; and (g) do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting or prior to the effectiveness of the written consent, the inspector or inspectors, if any, shall make a report in writing of any challenge, question, or matter determined by such inspector or inspectors, and execute a certificate of any fact found by such inspector or inspectors. Except as may otherwise be required by subsection (e) of Section 231 of the General Corporation Law, the provisions of that Section shall not apply to the corporation.
About CALMARE THERAPEUTICS INCORPORATED (OTCMKTS:CTTC)
Calmare Therapeutics Incorporated (CTI) is a medical device company. The Company is engaged in developing and commercializing products and technologies for chronic neuropathic pain and wound care affliction patients. The Company’s medical device, the Calmare Pain Therapy Device (the Calmare Device), is a non-invasive and non-addictive modality that can treat chronic, neuropathic pain. The Company offers a portfolio of technologies in life, electronic, nano and physical sciences. The Company’s technology portfolio includes CALMARE pain therapy treatment, neuroprotection and cognitive enhancement, sexual dysfunction therapeutic, skin pigment enhancer, wound sealant, preparation of ordered multi-layer films, silica thin films, structural steel fissure detection paint, public key encryption, growing single crystals, and video compression and moving picture experts group (MPEG)-4. The Company’s subsidiary is Vector Vision, Inc.
