CALMARE THERAPEUTICS INCORPORATED (OTCMKTS:CTTC) Files An 8-K Submission of Matters to a Vote of Security Holders
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.

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.)

Proposal 2 – Election of Directors. (This proposal was not approved based on the following final results calculated by IVS.)

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.)

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.)

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.)

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.)

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.

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.

Exhibits.

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.

CALMARE THERAPEUTICS Inc Exhibit
EX-99.1 CHARTER 2 s111203_ex99-1.htm EXHIBIT 99.1     Exhibit 99.1       CALMARE THERAPEUTICS INCORPORATED REPORTS FINAL TALLY OF CONSENTS BY SHAREHOLDERS OF RECORD   Fairfield,…
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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.