CALMARE THERAPEUTICS CAUTIONS SHAREHOLDERS
Fairfield, CT – December 20, 2017 – Calmare Therapeutics Incorporated, (OTCQB: CTTC) (“CTI”), the pain mitigation company (“Calmare”), today confirmed that a definitive consent solicitation statement has been filed with the U.S. Securities and Exchange Commission (“SEC”) by a minority complaining group of stockholders (the “Minority Complaining Group”). In their statement, the Minority Complaining Group have stated their intent to: (a) solicit consents to, among other things, remove the 80% of directors on Calmare’s Board of Directors who are not members of the Minority Complaining Group (this does not include the one member of the Board who is a party to the Minority Complaining Group); and (b) replace those four directors with the Minority Complaining Group's own hand-picked nominees.
The Minority Complaining Group, which calls itself the “Calmare Committee to Restore Stockholder Value,” also stated that its handpicked board nominees intend to remove and replace the existing officers of Calmare.
In its consent solicitation statement, the Minority Complaining Group asserts that it collectively owns approximately 20% of Calmare's outstanding shares.
Calmare issued the following statement: Eighty percent of Calmare’s Board and its entire management team are committed to executing the Company’s strategic five-year plan to drive enhanced stockholder value. Calmare continues to pursue its strategy to grow revenue and will maintain its focus on current strategic initiatives, by gaining FDA approval for more of the Company’s devices and selling the devices to a large customer base following FDA approval.
Calmare noted that stockholders should be aware and concerned that the Minority Complaining Group is attempting to take control of Calmare’s Board and the Company without providing a detailed and credible plan as to how they would create long-term stockholder value when considering the various regulations Calmare is subject to in selling its devices.
Calmare urges all Calmare stockholders to refrain from taking any action, including not returning any consent card sent by the Minority Complaining Group at this time. Calmare’s Board has formed a Special Board Committee (the “Board Majority”), which consists of the 80% of the Board that is not affiliated with the Minority Complaining Group. The Board Majority, in consultation with its legal advisor, is carefully evaluating the Minority Complaining Group's proposals. The Board Majority will advise Calmare stockholders of its recommendation regarding the Minority Complaining Group’s solicitation in due course as soon as it has filed and cleared its documents with the SEC.
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