UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to |
| (Name of Registrant as Specified in Its Charter) | ||
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
Payment of Filing Fee (Check the appropriate box):
☒ | No fee required. |
☐ | Fee paid previously with preliminary materials. |
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
|
|
|
| |
CTD Holdings, Inc.
6714 NW 16th Street, Suite BGainesville, Florida 32653
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
STOCKHOLDERS
To Be Held on May 23, 2018March 3, 2023
To Our Shareholders:Dear Stockholders of Cyclo Therapeutic, Inc.:
YouWe are cordially invitedpleased to invite you to attend a Special Meeting of Shareholders of CTD Holdings, Inc. (the “Company”)Stockholders to be held on May 23, 2018,March 3, 2023, at 10:00 a.m., Eastern DaylightStandard Time at Hyatt Regency Orlando International Airport, 9300 Jeff Fuqua Blvd, Orlando, Florida 32827, for the following purposes:
1. Tooffices of Fox Rothschild LLP, 101 Park Avenue, 17th Floor, New York, New York 10178 (the “Special Meeting”). The Special Meeting is being held to approve an amendment to the Company’sour Articles of Incorporation increasing the number of our authorized shares of common stockCommon Stock from 100,000,00020,000,000 shares to 500,000,000 shares;50,000,000 shares.
2. To approve an amendment to the Company’s ArticlesOur Board of Incorporation deleting references to the Series A Preferred Stock, which is no longer outstanding;
3. To approve an amendment to the Company’s Articles of Incorporation deleting Article XII, which provides the Company’s shareholders with a right of first refusal on shares of common stock issued to the Company’s founder; and
4. To transact such other business as may properly come before the special meeting or any adjournment or postponement thereof.
Shareholders of record atDirectors has fixed the close of business on April 4, 2018 are entitled to notice and toJanuary 25, 2023 as the record date for the Special Meeting. Only stockholders of record as of January 25, 2023 may vote at the special meeting andSpecial Meeting or any adjournmentpostponements or postponementadjournments of the meeting. This notice of Special Meeting, proxy statement, and form of proxy are being made available on or about January 31, 2023.
Your vote is important. Whether or not you plan to attend the special meeting, it is important thatSpecial Meeting, we would like for your shares to be represented and voted at the meeting. Therefore, I urge you to promptlyrepresented. Please vote and submit your proxy by phone,as soon as possible via the Internet, telephone, or by signing, dating and returning the enclosed proxy card in the enclosed envelope. If you decide to attend the special meeting, you will be able to vote in person, even if you have previously submitted your proxy.mail.
By Order of the Board of Directors
Sincerely, |
N. Scott Fine |
January 31, 2023
N. Scott FineChairman of the Board andChief Executive OfficerApril 16, 2018
CTD HOLDINGS, INC.
6714 NW 16th Street, Suite BGainesville, Florida 32653
PROXY STATEMENT
Special Meeting of Shareholders to be held on May 23, 2018CYCLO THERAPEUTICS, INC.
The enclosed proxy is solicited on behalf of the Board of Directors of CTD Holdings, Inc., a Florida corporation (the “Company”), for use at the special meeting of shareholders to be held on May 23, 2018, at 10:00 a.m., Eastern Daylight Time, or at any adjournment or postponement of the meeting, for the purposes set forth in this proxy statement and in the accompanying Notice of Special Meeting.SPECIAL MEETING OF STOCKHOLDERS
To Be Held On March 3, 2023
The special meeting will be held at Hyatt Regency Orlando International Airport, 9300 Jeff Fuqua Blvd, Orlando, Florida 32827.
The Company intends to mail this proxy statement and accompanying proxy card on or about April 16, 2018 to all shareholders entitled to vote at the special meeting.
All expenses incurred in connection with this solicitation will be paid by the Company.
Purposes of the Special Meeting
The special meeting has been called for the following purposes:
1. To approve an amendment to the Company’s Articles of Incorporation increasing the number of authorized shares of common stock from 100,000,000 shares to 500,000,000 shares;
2. To approve an amendment to the Company’s Articles of Incorporation deleting references to the Series A Preferred Stock, which is no longer outstanding;
3. To approve an amendment to the Company’s Articles of Incorporation deleting Article XII, which provides the Company’s shareholders with a right of first refusal on shares of common stock issued to the Company’s founder; and
4. To transact such other business as may properly come before the special meeting or any adjournment or postponement thereof.
VOTING PROCEDURES
How You Can Vote
You may vote your shares by proxy or in person using one of the following methods:TABLE OF CONTENTS
| Page | |
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR SPECIAL MEETING | 2 |
| THE PROPOSAL: APPROVAL OF AN AMENDMENT TO OUR ARTICLES OF INCORPORATION INCREASING THE NUMBER OF OUR AUTHORIZED SHARES OF COMMON STOCK FROM 20,000,000 SHARES TO 50,000,000 SHARES | 6 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 8 |
| OTHER MATTERS | 9 |
PROXY STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS
To Be Held at 10:00 a.m. Eastern Standard Time on March 3, 2023
This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our Board of Directors (the “Board” or “Board of Directors”) for use at a Special Meeting of stockholders of Cyclo Therapeutics, Inc., a Nevada corporation, and any postponements, adjournments or continuations thereof (the “Special Meeting”). The Special Meeting will be held on March 3, 2023 at 10:00 a.m. Eastern Standard Time at the offices of Fox Rothschild LLP, 101 Park Avenue, 17th Floor, New York, New York 10178. References in this Proxy Statement to “we,” “us,” “our,” the “Company” or “Cyclo Therapeutics” refer to Cyclo Therapeutics, Inc.
THE INFORMATION PROVIDED IN THE “QUESTION AND ANSWER” FORMAT BELOW IS FOR YOUR CONVENIENCE ONLY AND IS MERELY A SUMMARY OF THE INFORMATION CONTAINED IN THIS PROXY STATEMENT. YOU SHOULD READ THIS ENTIRE PROXY STATEMENT CAREFULLY.
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR SPECIAL MEETING
|
|
A: | Stockholders will vote |
● |
|
|
|
● |
|
Q: | How does the Board of Directors recommend I vote on the proposal? |
A: | The Board of Directors unanimously recommends that the stockholders vote: |
● | FOR the approval of an amendment to our Articles of Incorporation increasing the number of our authorized shares of Common Stock from 20,000,000 shares to 50,000,000 shares. |
| With respect to any other matter that properly comes before the Special Meeting, the proxies will vote as recommended by the Board of Directors or, if no recommendation is given, in | |
Q: | Who may vote at the Special Meeting? |
A: | Stockholders of record as of the close of business on January 25, 2023 (the “Record Date”) are entitled to receive notice of, to attend, and to vote at the Special Meeting. As of the Record Date, there were 9,812,544 shares of our Common Stock issued and outstanding, held by approximately 255 holders of record. Each share of our Common Stock is entitled to one (1) vote on each matter. |
Q: | What is the voting requirement to approve of the proposal? |
A: | The approval of the proposal to approve an amendment to our Articles of Incorporation increasing the number of our authorized shares of Common Stock requires the affirmative vote from holders of a majority of the shares of our outstanding Common Stock. |
Q: | How many shares must be present or represented to conduct business at the Special Meeting? |
A: | At the Special Meeting, the presence in person or by proxy of one-third of the aggregate voting power of the stock issued and outstanding and entitled to vote at the Special Meeting is required for the Special Meeting to proceed; however, as noted above, the vote of the holders of a majority of the shares of our outstanding Common Stock is required to approve the proposal for which the Special Meeting has been called. If you have returned valid proxy instructions or attend the Special Meeting, your shares of Common Stock will be counted for the purpose of determining whether there is a quorum, even if you wish to abstain from voting on some or all matters at the meeting. |
Q: | If I am a stockholder of record, how do I vote? |
A: | If you are a stockholder of record, there are four ways to vote: |
● | At the Special Meeting. You may vote in person at the |
Record Date and Voting Rights
The Board has fixed the close of business on April 4, 2018, as the record date for the determination of shareholders entitled to receive notice of and to vote at the special meeting and any adjournment or postponement of the special meeting. As of the close of business on April 4, 2018, the Company had outstanding 73,504,500 shares of common stock and 15,500 shares of Series B Convertible Preferred Stock. The holders of our common stock are entitled to one vote per share and the holders of our Series B Convertible Preferred Stock are entitled to 400 votes per share and vote with the holders of our common stock as a single group on all matters submitted to a vote of our holders of common stock. The presence at the special meeting, in person or by proxy, of the holders of a majority of the shares entitled to vote at the special meeting will constitute a quorum.
How You Can Vote Shares Held by a Broker, Bank or Other Nominee
If your shares are held in the name of a broker, bank or other nominee, you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. If your shares are not registered in your own name and you plan to vote your shares in person at the special meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the special meeting in order to vote.
For shares held in “street name” through a broker, bank or other nominee, the broker, bank or nominee may not be permitted to exercise voting discretion with respect to the matters to be acted upon. Thus, if you do not give your broker, bank or nominee specific instructions, your shares may not be voted on those matters and will not be counted in determining the number of shares necessary for approval.
How Your Proxy Will Be Voted
If you vote by proxy, the proxy holders will vote your shares in the manner you indicate. You may specify whether your shares should be voted for or against each of the proposed amendments to the Company’s Articles of Incorporation.
If the proxy card is signed and returned, but voting directions are not made, the proxy will be voted in favor of the proposals set forth in the accompanying “Notice of Special Meeting of Shareholders” and in such manner as the proxy holders named on the enclosed proxy card in their discretion determine upon such other business as may properly come before the special meeting or any adjournment or postponement thereof.
How You Can Revoke Your Proxy and Change Your Vote
Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted by:
|
|
● |
|
|
|
● | By Telephone. You may vote by proxy by calling the toll-free number found on the proxy card. |
● | By Mail. You may vote by proxy by filling out the proxy card and returning it in the envelope provided. If you vote by mail, your proxy card must be received by March 2, 2023. |
| Please note that the Internet and telephone voting facilities will close at 11:59 p.m. Eastern Time on March 2, 2023. | |
Q: | If I am a beneficial owner of shares held in street name, how do I vote? |
A: | If you are a beneficial owner of shares held in street name, you should have received from your broker, bank, trustee or other nominee instructions on how to vote or instruct the broker to vote your shares, which are generally contained in a “vote instruction form” sent by the broker, bank, trustee or other nominee. Please follow their instructions carefully. Street name stockholders generally may vote by one of the following methods: |
● | At the Special Meeting. If you wish to vote at the Special Meeting, you must obtain a legal proxy from the organization that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy to you by your broker, bank, trustee, or other nominee. |
● | Via the Internet. You may vote by proxy via the Internet by following the instruction form provided to you by your broker, bank, trustee, or other nominee. |
● | By Telephone. You may vote by proxy by calling the toll-free number found on the vote instruction form provided to you by your broker, bank, trustee, or other nominee. |
● | By Mail. You may vote by proxy by filling out the vote instruction form and returning it in the envelope provided to you by your broker, bank, trustee, or other nominee. |
Q: | What is the difference between a stockholder of record and a beneficial owner of shares held in street name? |
A: | Stockholder of Record. If your shares are registered directly in your name with our transfer agent, vStock Transfer, LLC, you are considered the stockholder of record with respect to those shares, and the Notice or these proxy materials were sent directly to you by us. |
| Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the “beneficial owner” of shares held in “street name,” and the Notice or these proxy materials were forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. |
Q: | How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions? |
A: | Brokerage firms and other intermediaries holding shares of our Common Stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote on the proposal, which is a “routine” matter. |
Q: | Can I change my vote or revoke my proxy? |
A: | You may change your vote or revoke your proxy at any time prior to the taking of the vote at the Special Meeting. |
If you are the stockholder of record, you may change your vote by (1) granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method), (2) providing a written notice of revocation to our Corporate Secretary at Cyclo Therapeutics, Inc., 6714 NW 16th Street, Suite B, Gainesville, FL 32653 prior to your shares being voted, or (3) attending the Special Meeting and voting at the Special Meeting. Attendance at the Special Meeting will not cause your previously granted proxy to be revoked unless you specifically so request or vote in person at the Special Meeting. For shares you hold beneficially in street name, you generally may change your vote by submitting new voting instructions to your broker, bank, trustee, or nominee following the instructions they provided, or, if you have obtained a legal proxy from your broker, bank, trustee, or nominee giving you the right to vote your shares, by attending the Special Meeting and voting during the meeting. |
Q: | If I submit a proxy, how will it be voted? |
A: | When proxies are properly dated, executed, and returned, the shares represented by such proxies will be voted at the Special Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, the shares will be voted in accordance with the recommendations of our Board of Directors as described above. If any matters not described in the Proxy Statement are properly presented at the Special Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Special Meeting is postponed or adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have revoked your proxy instructions, as described below under “Can I change my vote or revoke my proxy?” |
Q: | How are proxies solicited for the Special Meeting? |
A: | Our Board of Directors is soliciting proxies for use at the Special Meeting. All expenses associated with this solicitation will be borne by us. We may, on request, reimburse brokers or other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker, bank, or other nominee holds shares of our Common Stock on your behalf. We have retained Okapi Partners LLC, a proxy solicitation firm, to solicit proxies for a fee of $9,500 plus a reasonable amount to cover out-of-pocket expenses for proxy solicitation services. In addition, our directors and employees may also solicit proxies in person, by telephone, or |
Your most current proxy card, telephone, or Internet proxy is the one that will be counted.
Q: | What should I do if I get more than one proxy or voting instruction card? |
Vote Required
A: | Stockholders may receive more than one set of voting materials, including multiple copies of the proxy materials and multiple Notices, proxy cards, or voting instruction cards. For example, stockholders who hold shares in more than one brokerage account may receive separate sets of proxy materials for each brokerage account in which shares are held. Stockholders of record whose shares are registered in more than one name will receive more than one set of proxy materials or one Notice. You should vote in accordance with all of the proxy cards and voting instruction cards you receive relating to our Special Meeting to ensure that all of your shares are counted. |
Assuming the existence of a quorum, each of the proposals to amend our Articles of Incorporation will be approved if the votes cast for approval of the proposal constitutes a majority of the shares entitled to a vote on such proposal. Accordingly, abstentions and broker non-votes will have the same effect as votes against such proposals.
Q: | I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials? |
A: | The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process is commonly referred to as “householding.” |
A single set of proxy materials may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you notify your broker or us that you no longer wish to participate in householding. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, you may (1) notify your broker, or (2) direct your written request to: Corporate Secretary, Cyclo Therapeutics, Inc., 6714 NW 16th Street, Suite B, Gainesville, FL 32653. Stockholders who receive multiple copies of the proxy statement or annual report at their address and would like to request householding of their communications should contact their broker. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the Annual Report and Proxy Statement to a stockholder at a shared address to which a single copy of the documents was delivered. |
Q: | Where can I find the voting results of the Special Meeting? |
A: | We will announce preliminary voting results at the Special Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Special Meeting. |
Q: | What is the deadline to propose actions for consideration at next year’s Annual Meeting of Stockholders or to nominate individuals to serve as directors? |
A: | Stockholder Proposals: Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at our next Annual Meeting of stockholders only if they have submitting their proposals in writing to our Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 2023 Annual Meeting of Stockholders, our Corporate Secretary must have received the written proposal at our principal executive offices no later than December 30, 2022; provided; however, that if we hold our 2023 Annual Meeting of Stockholders more than 30 days after June 24, 2023 (the one-year anniversary date of the 2022 Annual Meeting of Stockholders), we will disclose the new deadline by which stockholders proposals must be received in a press release or under Item 5 of Part II of our earliest possible Quarterly Report on Form 10-Q or a Current Report on Form 8-K. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and related SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. |
Proposals should be addressed to: | Cyclo Therapeutics, Inc. Attn: Corporate Secretary 6714 NW 16th Street, Suite B, |
PROPOSAL NO. 1THE PROPOSAL:
APPROVAL OF AN AMENDMENT TO THE COMPANY’SOUR ARTICLES OF INCORPORATION TO INCREASEINCREASING THE NUMBER OF OUR AUTHORIZED SHARES OF COMMON STOCK FROM 20,000,000 SHARES TO 50,000,000 SHARES.
Overview
The Company’s boardCompany’s Board of directorsDirectors has unanimously approved a proposal to amend itsour Articles of Incorporation to increase the authorized shares of common stockCommon Stock of the Company from 100,000,00020,000,000 shares to 500,000,00050,000,000 shares, subject to shareholderstockholder approval. The boardBoard has declared this amendment to be advisable and recommended that this proposal be presented to the Company’s shareholdersstockholders for approval. The text of the form of proposed amendment to the Company’s Articles of Incorporation to increase the authorized shares of common stockCommon Stock of the Company to 500,000,00050,000,000 shares is attached to this proxy statement as AppendixExhibit A.
If the Company’s shareholdersCompany’s stockholders approve this Proposal, the Company expects to promptly file articles of amendment to the Company’s Articles of Incorporation with the Secretary of State of the State of FloridaNevada to increase the number of authorized shares of common stock. Upon filing, the articles of amendment to the Company’s Articles of Incorporation will increase the number of authorized shares of common stock from 100,000,000 to 500,000,000, and each outstanding share of Series B Convertible Preferred Stock will automatically and without further action be converted into 400 shares of our common stock.Common Stock.
Reasons for the Increase in Authorized Shares
As of April 4, 2018,January 25, 2023, the record date for the special meeting, the Company had an aggregate of 73,504,5009,812,544 shares of common stock outstanding, 15,500 shares of Series B Convertible PreferredCommon Stock outstanding, convertible into an aggregate of 6,200,000 shares of common stock,and outstanding options and warrants to purchase an aggregate of approximately 22,300,4789,123,396 additional shares of common stock.Common Stock. Accordingly, at present, the Company does not have sufficienthas only 1,064,060 authorized shares of its common stockCommon Stock available for issuance, before giving effect to permit the conversion or exercise, as applicable,2,479,322 shares of its outstanding warrants and preferred stock. Moreover, the Company agreed with the October 2017 purchasers of its Series B Convertible PreferredCommon Stock to use commercially reasonable efforts to increasereserved for issuance under the Company’s authorized2021 Equity Incentive Plan, and no shares of common stockCommon Stock available for issuance after giving effect to an amount sufficient to allow the Company to issue all of the shares of common stock issuable upon conversion of all outstanding shares of Series B PreferredCommon Stock and exercise of all outstanding warrants.reserved for issuance under the 2021 Equity Incentive Plan.
In addition, althoughAlthough at present the Company has no commitments or agreements to issue additional shares of common stock,Common Stock, it desires to have additional shares available to provide additional flexibility to use its capital stock for business and financial purposes in the future.future, as well as for issuance under the Company’s 2021 Equity Incentive Plan. These purposes may include, among others:
● | raising capital; |
● | providing equity incentives to employees, officers or directors; |
● | establishing strategic relationships with other companies; and |
● | the acquisition of other businesses or products. |
The terms of additional shares of common stockCommon Stock will be identical to those of the currently outstanding shares of the Company’s common stock.Company’s Common Stock. However, because holders of the Company’s common stockCommon Stock have no preemptive rights to purchase or subscribe for any unissued stock of the Company, the issuance of any additional shares of common stockCommon Stock authorized as a result of the increase in the number of authorized shares of common stockCommon Stock will reduce the current shareholders’stockholders’ percentage of ownership interest in the total outstanding shares of common stock.Common Stock.
Effects of the Increase in Authorized Shares
Immediately following the filing the articles of amendment to our Articles of Incorporation increasing the number of authorized shares of common stock to 500,000,000, each outstanding share of Series B Convertible Preferred Stock will automatically and without further action be converted into 400 shares of our common stock. This would increase the total number of outstanding shares of common stock from 73,504,500 shares to 79,704,500 shares, and the number of authorized but unissued shares would increase to 420,295,500.
TheThe proposed increase in the authorized number of shares of common stockCommon Stock could have a number of effects on the shareholdersstockholders of the Company depending upon the exact nature and circumstances of any actual issuances of authorized but unissued shares. The increase could have an anti-takeover effect, in that additional shares could be issued (within the limits imposed by applicable law) in one or more transactions that could make a change in control or takeover of the Company more difficult. For example, additional shares could be issued by the Company so as to dilute the stock ownership or voting rights of persons seeking to obtain control of the Company. Similarly, the issuance of additional shares to certain persons allied with the Company’s management could have the effect of making it more difficult to remove the Company’s management by diluting the stock ownership or voting rights of persons seeking to cause such removal.
The proposed amendment to Company’sCompany’s Articles of Incorporation to increase the number of authorized shares of common stockCommon Stock from 100,000,00020,000,000 shares to 500,000,00050,000,000 shares will be effective upon the filing of the articles of amendment with the Secretary of State of the State of Florida.Nevada. The Company expects to file such proposed amendment promptly following approval of this Proposal.
Interest of Certain PersonsRequired Vote
Our directors and officers asThe affirmative vote of at least a group beneficially own an aggregatemajority of 2,750our outstanding shares of Series B Convertible PreferredCommon Stock as set forth in greater detail in the tableis required to approve this proposed amendment to our Articles of Principal Shareholders below.Incorporation.
No Appraisals Rights
Under Florida law, shareholders will not be entitled to appraisal rights if we implementThe Board of Directors unanimously recommends that stockholders vote “FOR” the increase inamendment of our Articles of Incorporation increasing the number of our authorized shares of common stock.
Vote Required; Recommendation of Company Board of Directors
Assuming the existence of a quorum, this proposal will be approved if the number ofCommon Stock from 20,000,000 shares voted in favor of this Proposal No. 1 constitutes a majority of the shares entitled to a vote on the proposal. Accordingly, abstentions and broker non-votes will have the same effect as votes against this proposal, but will be counted for determining the existence of a quorum.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL NO. 50,000,000 shares.1 TO AMEND THE ARTICLES OF INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK TO 500,000,000.
PROPOSAL NO. 2AMENDMENT TO THE COMPANY’S ARTICLESSECURITY OWNERSHIP OF INCORPORATION TO DELETE
REFERENCES TO THE SERIES A PREFERRED STOCK
Overview and Reasons for Proposal
The Company’s board of directors has unanimously approved a proposal to amend its Articles of Incorporation to delete all references to the Series A Preferred Stock. In 2004, the Company created a series of Series A Preferred Stock consisting of a single share that was issued to C.E Rick Strattan, who was the Company’s Chairman and Chief Executive Officer at such time, in exchange for the surrender of 1,029,412 shares of common stock then owned by him. The Series A Preferred Stock had the right to vote with the holders of common stock on all matters submitted to a vote of shareholders, with shares of Series A Preferred Stock being entitled to vote one more than one-half of all votes entitled to be cast by all holders of voting capital stock of the Company on any matter submitted to holders of common shares. In 2014, Mr. Strattan converted his share of Series A Preferred Stock into one million shares of our common stock. Accordingly, the Series A Preferred Stock is no longer outstanding.
The Board does not anticipate a future scenario under which it would reissue the Series A Preferred Stock, and believes continued references in the Articles of Incorporation to the Series A Preferred Stock are confusing and should be deleted.
If the Company’s shareholders approve this Proposal, the articles of amendment to the Company’s Articles of Incorporation to be filed with the Secretary of State of the State of Florida upon the approval of Proposal No. 1 will delete the provisions of Article IV of the Company’s Article of Incorporation setting forth the terms of the Series A Preferred Stock.
Vote Required; Recommendation of Company Board of Directors
Assuming the existence of a quorum, this proposal will be approved if the number of shares voted in favor of this Proposal No. 2 constitutes a majority of the shares entitled to a vote on the proposal. Accordingly, abstentions and broker non-votes will have the same effect as votes against this proposal, but will be counted for determining the existence of a quorum.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL NO. 2 TO AMEND THE ARTICLES OF INCORPORATION TO DELETE REFERENCES TO THE SERIES A PREFERRED STOCK
PROPOSAL NO. 3AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION TO DELETE ARTICLE XII, WHICH PROVIDES THE COMPANY’S SHAREHOLDERS WITH A RIGHT OF FIRST REFUSAL ON SHARES OF COMMON STOCK ISSUED TO THE COMPANY’S FOUNDER.
Overview and Reasons for Proposal
The Company’s board of directors has unanimously approved a proposal to amend its Articles of Incorporation to delete Article XII thereof. The Company was initially formed as a private company in 1990, and its initial Articles of Incorporation included Article XII, which reads in its entirety as follows:
ARTICLE XII. RESTRICTIONS ON TRANSFER OF STOCK.
Shares of capital stock of this Corporation shall be issued initially to the following persons and in the amounts set forth opposite their names:
Five Hundred Shares (500) – Charles Edward Strattan
Shares held by the initial shareholders listed above may not be resold or otherwise transferred to other persons unless first offered to the remaining shareholders or to the Corporation. The price and terms of which, and the time within which, those shares may be offered and sold shall be further specified by written agreement among all of the shareholders of this corporation.
The Board believes that Article XII is not appropriate or practical for a public company and that Article XII should therefore be deleted from the Company’s Articles of Incorporation. If the Company’s shareholders approve this Proposal, the articles of amendment to the Company’s Articles of Incorporation to be filed with the Secretary of State of the State of Florida upon the approval of Proposal No. 1 will delete Article XII of the Company’s Article of Incorporation.
Vote Required; Recommendation of Company Board of Directors
Assuming the existence of a quorum, this proposal will be approved if the number of shares voted in favor of this Proposal No. 3 constitutes a majority of the shares entitled to a vote on the proposal. Accordingly, abstentions and broker non-votes will have the same effect as votes against this proposal, but will be counted for determining the existence of a quorum.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL NO. 3 TO AMEND THE ARTICLES OF INCORPORATION TO DELETE ARTICLE XII THEREOF
OTHER MATTERS
The Board of Directors does not know of any other matters which will be presented at the special meeting. If any other matters are properly brought before the special meeting, the proxy holders named on the enclosed proxy card will vote on such matter in accordance with their best judgment.
PRINCIPAL SHAREHOLDERSCERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table showssets forth certain information with respect to the beneficial ownership of the common stock and Series B Preferredour Common Stock as of the CompanyJanuary 25, 2023, based on April 4, 2018,9,812,544 shares of Common Stock outstanding as of such date, by:
● | each person, or group of affiliated persons, who we know to beneficially own more than 5% of our Common Stock; | |
● | each of our named executive officers; | |
● | each of our directors and director nominees; and | |
● | all of our executive officers and directors as a group. |
Information with respect to beneficial ownership has been furnished by (i) those persons known by the Company to beeach director, officer or beneficial ownersowner of more than 5% of the Company’s outstanding common stock; (ii) each current executive officer of the Company; (iii) each director; and (iv) all directors and executive officers as a group. Unless otherwise noted, shares are subject to the sole voting and investment power of the indicated person. Beneficialour Common Stock. We have determined beneficial ownership is determined in accordance with the rules of the SEC. SharesThese rules generally attribute beneficial ownership of common stock subjectsecurities to optionspersons who possess sole or warrants currently exercisableshared voting power or exercisable within 60 daysinvestment power with respect to those securities. In addition, the rules include shares of April 4, 2018our Common Stock issuable pursuant to the exercise of warrants. These shares are deemed to be outstanding and beneficially owned by the person holding those warrants for the purpose of computing the percentage ownership of the shareholder holding the options or warrants,that person, but they are not deemedtreated as outstanding for the purpose of computing the percentage ownership of any other shareholder. Percentage of ownership is based on 73,504,500person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares of Common Stock and 15,500 shares of Series B Preferred Stock outstandingshown as of April 4, 2018. Each share of Series B Preferred Stock will automatically convert into 400 shares of common stock on the date the Company effects an increase of its authorized shares of common stock and so that the Company has a sufficient number of authorized and unissued shares of common stockbeneficially owned by them, subject to permit the conversion or exercise, as applicable of all outstanding shares of preferred stock, warrants and other convertible securities. The Series B Preferred Stock may not be converted into common stock by the holder thereof prior to such date.community property laws.
Common Stock | Series B Preferred Stock | |||||||||||||||
Names and Address of Individual or Identity of Group(1) | Number of Shares Beneficially Owned | Approximate Percent | Number of Shares Beneficially Owned | Approximate Percent | ||||||||||||
C.E. Rick Strattan | 20,608,385 | (2) | 28.0 | % | -- | -- | ||||||||||
Novit, L.P. | 7,942,856 | (3) | 10.6 | % | 2,250 | 14.5 | % | |||||||||
966 Hungerford Drive | ||||||||||||||||
Jeffrey L. Tate | 940,972 | (4) | 1.3 | % | 250 | 1.6 | % | |||||||||
N. Scott Fine | 6,291,428 | (5) | 8.4 | % | 1,000 | 6.5 | % | |||||||||
Markus Sieger | 3,865,714 | (6) | 5.3 | % | 250 | 1.6 | % | |||||||||
F. Patrick Ostronic | 837,856 | (7) | 1.1 | % | 250 | 1.6 | % | |||||||||
Judge Joseph J. Farnan | 750,000 | (8) | 1.0 | % | -- | -- | ||||||||||
William S. Shanahan | 1,837,328 | (9) | 2.5 | % | 1,000 | 6.5 | % | |||||||||
| Dr. Randall M. Toig | -- | -- | -- | -- | ||||||||||||
All Directors and Executive Officers as a Group (8 Persons) | 35,131,683 | (10) | 46.0 | % | 2,750 | 17.7 | % | |||||||||
Names and Address of Individual or Identity of Group(1) | Number of Shares Beneficially Owned | Beneficial | ||||||
Named Executive Officers and Directors | ||||||||
N. Scott Fine | 229,786 | (2) | 2.3 | % | ||||
C.E. Rick Strattan | 212,784 | (3) | 2.2 | % | ||||
Jeffrey L. Tate | 55,624 | (4) | * | |||||
Markus Sieger | 157,234 | (5) | 1.6 | % | ||||
F. Patrick Ostronic | 181,389 | (6) | 1.8 | % | ||||
William S. Shanahan | 117,773 | (7) | 1.2 | % | ||||
Dr. Randall M. Toig | 76,500 | (8) | * | |||||
Dr. Lise Kjems | 36,738 | (9) | * | |||||
Michael Lisjak | 28,614 | (10) | * | |||||
All Directors and Executive Officers as a Group (10 Persons) | 1,144,549 | (11) | 11.2 | % | ||||
5% Holders | ||||||||
Armistice Capital Master Fund, Ltd (12) | 982,523 | 9.9 | % | |||||
* Less than one percent.
(1) | Unless otherwise indicated, the business address of each officer and director of the Company is c/o |
(2) | Includes currently exercisable warrants to purchase 45,765 shares of Common Stock, and currently exercisable options to purchase 39,021 shares of Common Stock. |
(3) | Based solely on a Schedule 13D/A filed by Mr. Strattan with the SEC on October 20, 2015, |
|
|
(4) | Includes currently exercisable warrants to purchase |
(5) | Includes currently exercisable warrants to purchase |
(6) | Includes currently exercisable warrants to purchase |
(7) | Includes currently exercisable warrants to purchase |
(8) | Includes currently exercisable warrants to purchase |
(9) | Includes currently exercisable |
(10) | Includes currently exercisable |
(11) | Includes 192,249 shares that may be issued under currently exercisable warrants, and currently exercisable options to purchase 139,044 shares of Common Stock. |
(12) | Consists of 960,000 shares of Common Stock and pre-funded warrants to purchase 22,583 shares of Common Stock, which are directly held by Armistice Capital Master Fund Ltd. (the “Master Fund”), a Cayman Islands exempted company, and may be deemed to be indirectly beneficially owned by Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. Armistice Capital and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein. Does not include pre-funded warrants to purchase an additional 1,280,000 shares of Common Stock, and common stock purchase warrants to purchase 5,217,392 shares of Common Stock. The pre-funded warrants and common stock purchase warrants are subject to certain beneficial ownership limitations that prohibit the Master Fund from exercising any portion of them if, following such exercise, the Master Fund’s ownership of our then outstanding Common Stock would exceed 4.99% in the case of the common stock purchase warrants or 9.99% in the case of the pre-funded warrants. The address of the Master Fund is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022. |
SUBMISSION OF SHAREHOLDER PROPOSALS
Pursuant to Rules 14a-4 and 14a-5(e) under the Exchange Act, to be included in the proxy statement for our next Annual Meeting of Shareholders, shareholder proposals must be received by us at our principal executive office a reasonable time before we begin to print and send proxy materials for such meeting.
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS
Shareholders who share a single address will receive only one proxy statement at that address unless we have received instructions to the contrary from any shareholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, if a shareholder of record residing at such an address wishes to receive a separate copy of this proxy statement or of future proxy statements, he or she may contact Jeffrey Tate, our Chief Operating Office, CTD Holdings, Inc., 6714 NW 16th Street, Suite B, Gainesville, Florida 32653 (telephone number (386) 418-8060). We will deliver separate copies of this proxy statement promptly upon written or oral request. If you are a shareholder of record receiving multiple copies of this proxy statement, you can request householding by contacting us in the same manner. If you own your shares of our common stock through a bank, broker or other shareholder of record, you can request additional copies of this proxy statement or request householding by contacting the shareholder of record.
ADDITIONAL INFORMATION
Additional information concerning the Company, including its annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, which have been filed with the Securities and Exchange Commission, may be accessed through the EDGAR archives at www.sec.gov.
EXPENSESOTHER MATTERS
The Company will pay all expenses incurred in connection with this solicitation, including postage, printing, handling and the actual expenses incurred by custodians, nominees and fiduciaries in forwarding proxy materials to beneficial owners. In addition to solicitation by mail, certain of the Company’s officers, directors and regular employees, who will receive no additional compensation for their services, may solicit proxies by telephone, personal communication or other means. The Company will also reimburse brokerage firms and other persons representing beneficial owners of shares for reasonable expenses incurred in forwarding proxy soliciting materials to the beneficial owners.
Appendix APROPOSED ARTICLES OF AMENDMENTTO THE ARTICLES OF INCORPORATIONOFCTD HOLDINGS, INC.
The Articles of Incorporation, as amended, of CTD HOLDINGS, INC., a Florida corporation (the “Corporation”), are hereby amended pursuant to the provisions of Section 607.1003 of the Florida Business Corporation Act, and such amendments are set forth below:
FIRST: The name of the Corporation is “CTD Holdings, Inc.”
SECOND: Article IV of the Corporation’s Articles of Incorporation is hereby amended and restated in its entirety to read as follows:
“The total number of shares of capital stock that this Corporation shall have the authority to issue and to have outstanding at any one time is five hundred million (500,000,000) shares of common stock, par value $0.0001 per share, and five million (5,000,000) shares of preferred stock, par value $0.001 per share. Series of the preferred stock may be created and issued from time to time, with such designations, preferences, conversion rights, cumulative, relative, participating, optional or other rights, including voting rights, qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions providing for the creation and issuance of such series of preferred stock as adopted by the Board of Directors of the Corporation pursuant to the authority in this paragraph given. Cumulative voting by any shareholder is hereby expressly denied. No shareholder of this Corporation shall have, by reason of it holding sharesdoes not know of any class or series of stock of the Corporation, any preemptive or preferential rightsother matters to purchase or subscribe for any other shares of any class or series of this Corporation now or hereafter authorized, and any other equity securities, or any notes, debentures, warrants, bonds or other securities convertible into or carrying options or warrants to purchase shares of any class, now or hereafter authorized, whether or not the issuance of any such shares, or such notes, debentures, bonds or other securities, would adversely affect the dividend or voting rights of such shareholder.”
THIRD: Article XII of the Corporation’s Articles of Incorporation is hereby deleted in its entirety.
FOURTH: The undersigned hereby certifies that the only voting group entitled to vote on the amendments contained in these Articles of Amendment was the holders of shares of the Corporation’s common stock and Series B Convertible Preferred Stock voting together as a single group. These Articles of Amendment were duly adopted by the shareholders on May 23, 2018be presented at the Corporation’s special meeting of shareholders. The number of vote cast for the amendment above by the shareholders was sufficient for its approval.
IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment, effective as of this 23 day of May, 2018.
| |||
| |||
| |||
| |||
| |
| |
Please Vote, Sign, Date and Return Promptly in the Enclosed Envelope,Special Meeting. If any additional matters are properly presented or via Fax.
Special Meeting Proxy Card - Common Stock
 | |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2, AND 3.
|
|
 VOTE FOR | VOTE AGAINST | ABSTAIN |
|
|
| VOTE FOR | | |
|
|
| VOTE FOR | VOTE AGAINST | ABSTAIN |
To change the address on your account, please check the box at right and indicate your new address.
CTD HOLDINGS, INC.THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints N. Scott Fine and Jeffrey L. Tate and each of them, with full power of substitution, as proxy to represent and vote all shares of common stock, par value $0.0001 per share, of CTD HOLDINGS, INC. (the “Company”) beginning on May 23, 2018 in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board of Directors”)otherwise allowed to be usedconsidered at the Special Meeting, of Shareholders (the “Special Meeting”)the persons named in the enclosed proxy will have discretion to be heldvote shares they represent in accordance with their own judgment on May 23, 2018 at 10:00 A.M. (Eastern Daylight Time) and at any postponement of adjournment thereof. The Special Meeting will be held at Hyatt Regency Orlando International Airport, 9300 Jeff Fuqua Blvd, Orlando, Florida 32827.such matters.
This proxy, when properly executed, willIt is important that your shares be voted as directed. If no direction is made,represented at the proxy shall be voted FOR the approval to increasemeeting, regardless of the number of authorized shares FOR the approval of deleting referencesthat you hold. You are, therefore, urged to the Series A Preferred Stock, FOR the approval of deleting Article XII and, in the case of other matters that legally come before the meeting, as said proxy(s) may deem advisable.submit your proxy or voting instructions at your earliest convenience.
Please check here if you plan to attend the Special Meeting of Shareholders on May 23, 2018 at 10:00 a.m. (EDT). ☐
PLEASE INDICATE YOUR VOTE ON THE REVERSE SIDEEXHIBIT A
(Continued and to be signed on Reverse Side)