UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION 

ProxyConsent Revocation Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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☒  Preliminary Consent Revocation Statement

☐  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐  Definitive Proxy Statement

☐  Definitive Additional Materials

☐  Soliciting Material under Rule 14a-12

N/ACALMARE THERAPEUTICS INCORPORATED

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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October 21, 2016PRELIMINARY CONSENT REVOCATION STATEMENT 

Dear Stockholder:SUBJECT TO COMPLETION DATED JANUARY [●], 2018

You are cordially invitedCALMARE THERAPEUTICS INCORPORATED 

1375 Kings Hwy. 

Suite 400 

Fairfield, CT 06824 

(203) 368-6044 

CONSENT REVOCATION STATEMENT OF THE BOARD OF DIRECTORS OF  

CALMARE THERAPEUTICS INCORPORATED IN OPPOSITION TO THE

CONSENT SOLICITATION BY THE

COMPLAINING MINORITY STOCKHOLDERS

This consent revocation statement filed on Schedule 14A (the “Consent Revocation Statement”) is furnished by the Board of Directors (the “Board”) of Calmare Therapeutics Incorporated, a Delaware corporation (the “Company” or “Calmare”), to attend an annual meetingthe holders of ouroutstanding shares of the Company’s common stock, par value $0.01 per share (the “Shares”), in connection with the Board’s opposition to the solicitation of written stockholder consents (the “Minority Consent Solicitation”) by the Calmare Committee to Restore Stockholder Value (the “Complaining Minority Stockholders”).

On December 5, 2017, the Complaining Minority Stockholders filed a definitive consent solicitation (the “Complaining Minority Statement”) with the SEC in commencing a process to solicit written consents from the Calmare stockholders to facilitate the removal of all of the current members of the Board except for Stan Yarbro. The Complaining Minority Stockholders state in the Complaining Minority Statement that the record date is November 16, 2017, but the Company does not believe the Complaining Minority Stockholders have followed the appropriate and legally valid procedures to establish November 16, 2017 as the record date. Even though the Company believes that the Complaining Minority Stockholders have not properly established a record date, the Company plans to seek consent revocations for all Calmare stockholders of record as of the close of business on November 9, 2016, at 10 A.M, EST, at The Princeton Club, 15 West 43^rd Street, New York, New York 10036. Matters16, 2017.

Your Board believes that the Complaining Minority Stockholders seek to control the future of Calmare - your Company - without paying a control premium for Calmare to you and all remaining stockholders and that the Complaining Minority Stockholders are seeking your support for their attempt to seize control of the Board by advancing a series of arguments based on which action willhalf-truths and incomplete or just plain misleading arguments about Calmare, including what we perceive to be taken atmisleading arguments about the meetingCompany’s prospects for future success. We also are explained in detailconcerned that Stanley Yarbro, the spokesman for the Complaining Minority Stockholders, has yet to disclose to you that, as a director of Calmare, he personally approved much of, if not all, of the issues he has raised in the attached NoticeComplaining Minority Statement, including the appointment of, and Proxy Statement.the compensation paid to, Calmare’s CEO, Conrad Mir, and Mr. Mir’s five-year business plan for the Company. Finally, Mr. Yarbro has yet to tell you about what we believe is his own role in undermining the Company’s prospects for success, which began long before the Company adopted its current five-year business plan for development.

Our Annual ReportWe urge you not to be fooled by what we perceive to be the specious arguments of the Complaining Minority Stockholders and to reject their appeals for your support by refusing to sign or return any form of consent sent to you by them.

There are several false and misleading statements in the Complaining Minority Statement. The Company has the following responses to the statements in the Complaining Minority Statement:

The statements by the Complaining Minority Stockholders throughout the Complaining Minority Statement that the actions and inactions of Mr. Mir were the cause of the Company’s stock losing value are, in our opinion, false and misleading. When Mr. Mir became the CEO of the Company in September 2013, the Company’s stock price was already in the midst of a severe decline in price as the price per share of the Company’s stock had dropped from $14.20 in 2005 to $0.05 in the weeks after Mr. Mir assumed the office of CEO. When Mr. Mir joined the Company, he set out on a five-year plan to turn around the Company’s economic outlook. It was a five-year plan because it was anticipated to take approximately 5 years, to achieve FDA approval for the Company’s medical devices, and the Company now expects to receive this approval for certain of its devices 2018.

When Mr. Mir joined Calmare, he inherited several economically difficult business transactions that previously had been agreed to during Mr. Yarbro’s tenure on the Board and as Chairman of the Audit Committee. It is our opinion that Mr. Yarbro cannot, in hindsight, criticize these transactions and the Board that agreed to them without criticizing himself as well. Mr. Mir, working with the Board, was able to unwind many of these transactions, or what he believed to be their negative effects, for the benefit of the Company and its stockholders.

Although the Company’s stock price currently is not trading at high levels, we believe that this is not because of the action or inaction of Mr. Mir. Rather, in our observation, Mr. Mir and the Company’s current management team and Board members (except for Mr. Yarbro) have worked tirelessly on the Company’s five-year plan to turn the Company around. We strongly believe that the Company is getting very close to realizing the benefits of these efforts.

In short, we believe that the Complaining Minority Stockholders are incorrect in stating that the Company is in the position it is because of Mr. Mir. In our view, Mr. Mir has tried to correct the shortfalls of the Company. Again, we believe that Mr. Yarbro is unfairly criticizing – in hindsight – the decisions of the earlier Board as if he were not part of it – even though Mr. Yarbro was a Board member at that time and fully participated in those decisions.

The Complaining Minority Stockholders state a belief that Mr. Mir misled the stockholders when the Company entered into an agreement with the U.S. General Services Administration (the “GSA”). The Company received a Blanket Purchase Agreement (the “BPA”) in 2015 under the Company’s government contractor status with the GSA, which totals $15,000,000, payable over the course of five years, and divided into five one-year contracts. The BPA was awarded to the Company for the purchase of the Company’s name-branded sensory and stimulation electrodes, and was and remains subject to final review by the GSA prior to the commencement of electrode purchases by way of the BPA. The GSA’s review is much more demanding for smaller companies due to available capital reserves and limited human capital resources in small companies, which is the case for Calmare. Mr. Mir originally estimated that the contract and the related payments would begin in spring 2015, but due to the rigorous review process and the change in administrations, the five-year contract and related payments have not yet begun. The Company expects that the GSA contract and related payments will begin in 2018. The GSA continues to buy electrodes from the Company, which is a consequence of the five-year contract.

The Complaining Minority Stockholders are incorrect in saying the Company lost its contract with the GSA. The Company continues to have two contracts, one for electrodes and one for devices, with the government. They are in interim status, pending final GSA review approval, as the Company continues to supply electrodes to the U.S. Veteran’s Administration and similar customers.

Finally, we believe that the Complaining Minority Stockholders have put the Company’s contract with the GSA at risk because it appears to us that at least one of them has shared highly confidential information with persons outside of Calmare. This improper and unauthorized disclosure of information related to the GSA contract, other than its existence, may lead the GSA to terminate the contract, which would materially harm the Company. The Complaining Minority Stockholders’ apparent lack of experience with these contracts has shown not only in that instance, but also because the Complaining Minority Stockholders have disclosed the terms to the public in the Complaining Minority Statement. This lack of experience could lead to substantial harm to the Company.

The Complaining Minority Stockholders present what we perceive to be false and misleading statements with respect to Mr. Mir’s compensation. Mr. Mir signed a contract for $270,000 per year, ended December 31,plus bonuses and equity compensation. This contract was approved by one of the Minority Complaining Stockholders (Mr. Yarbro), among others, all of whom were independent of Mr. Mir. Mr. Mir has repeatedly satisfied the bonus criteria that warranted the awarding of the associated bonus(es), where applicable. The bonus payments in 2015 onand 2016 were approved by the Board and Compensation Committee. Mr. Yarbro not only was a member of that Committee, at that time, but also voted in favor of the bonus(es) for Mr. Mir. In addition, Mr. Mir agreed to receive only one-half of his bonus payment in cash and the other half in stock, so as to reduce the cash owed by the Company. Contrary to references from the Minority Complaining Stockholders, at their own initiative Mr. Mir and the other executive officer (the CFO) have deferred and accrued a total of nine and a half months of salary that has not been paid by the Company so as not to burden the Company.

Contrary to references from the Minority Complaining Stockholders, Mr. Mir has not unilaterally given himself any compensation. All compensation provided to Mr. Mir has been pre-approved by all the members of the Board, which included Mr. Yarbro’s vote as a director. Furthermore, all such votes were unanimous. The Complaining Minority Statement incorrectly concluded that the Company has failed to pay its employees for four months. This is inaccurate. To date, the Company has paid all of its non-officer and non-management employees.

Stan Yarbro is currently a director of the Company. A majority of the Board wanted to remove Mr. Yarbro from the Board because they believed that, as a director, he shared material non-public information with certain stockholders of the Company who were not directors or officers. These actions are not authorized for a director such as Mr. Yarbro to do. Nevertheless, the Board also understands that there are certain processes and procedures regarding the removal of a director under Delaware law that supersede the Company’s by-laws, and that Mr. Yarbro, who originally became a director in 2012, has remained a director since that time and was not removed from the Board in March 2017. Nonetheless, by sharing material non-public information in an unauthorized manner with persons outside the Calmare Board, we believe that Mr. Yarbro has directly harmed the Company and may jeopardize future business transactions, including the termination of any contract with the GSA. We believe that this behavior and any similar activity is highly detrimental to Calmare.

The Complaining Minority Statement makes what we perceive to be misleading assertions concerning the Company’s firing of its former accounting firm without an explanation as to why the accounting firm was fired. The Company’s former accounting firm’s contract had expired. Upon review of the time taken to file the Company’s 2016 Form 10-K, is available through our website athttp://www.calmaretherapeutics.comundermanagement determined it was in the heading “Investors.” Additionally, a form of proxy cardCompany’s best interest to take the opportunity to change accounting firms and informationhelp keep the Company on howtrack to vote by mail, throughfile timely disclosures with the Internet, or by phone is included herein.SEC. The Company hired BDO USA as its new accounting firm.

We sincerely hope

The Complaining Minority Stockholders state that you willthey have a plan to turn around the value of the Company. Despite this statement, it is unclear how they would be able to attenddo this, particularly given the limited experience they have in the medical device field. They do not have experience with FDA approvals; and, they have stated their desire to utilize a sales process that, in our opinion, would greatly delay if not preclude the Company from gaining FDA approvals for a diagnosis. In turn, this would greatly harm the value of the Company in the future. The Complaining Minority Stockholders have limited experience with GSA contracts. For example, the contracts with the GSA contain most favored nations clauses for the products sold under the contract. If a vendor, such as the Company, sells the products at a price less than the pre-approved government price to another customer, the exclusive price of the products sold to the government will in turn be reduced. This is the main reason the Company has not sold discounted products to other customers for purported short-term gains that risk long-term revenues. If the Complaining Minority Stockholders sell the Company’s products at reduced prices, it will greatly harm the Company’s future revenue from the GSA contracts.

The Complaining Minority Stockholders have not acted in the best interests of the Company by disclosing certain aspects of the contracts with the GSA to persons outside the Company. Furthermore, Mr. Yarbro has disclosed material, non-public information to certain stockholders who have interests adverse to the Company, which is extremely harmful to the Company.

The Complaining Minority Statement fails to note that Mr. Yarbro has been a director of the Company since March 2012. Mr. Yarbro was a director of the Company prior to Mr. Mir’s involvement, and Mr. Yarbro approved many of the transactions that we believe resulted in significant reductions in the value of the Company’s stock prior to Mr. Mir initially becoming involved as CEO of the Company. We believe that the failure of the Complaining Minority Statement to discuss Mr. Yarbro’s involvement in the operation of the Company, and particularly the fact that he was involved when the problems occurred prior to Mr. Mir’s involvement, is misleading because it seeks to portray Mr. Mir as responsible for the damages that arose from the acts and omissions of others, including the acts and omissions of Stanley Yarbro in his roles at the Company before the appointment of Mr. Mir.

The Complaining Minority Statement asserts that the Complaining Minority Stockholders sent letters to the Board and management team of the Company to set up a meeting to voice their concerns, and that once a meeting was set up it was cancelled. The request for a meeting was relayed to Mr. Mir, and the requested meeting was scheduled, but it had to be cancelled due to a conflict in personMr. Mir’s schedule related to Company operational matters. Afterward, Mr. Mir offered to have a call with the Complaining Minority Stockholders to discuss their concerns, but the Complaining Minority Stockholders never agreed, and were not willing, to have a call.

The Complaining Minority Stockholders’ statement that the Company has failed to defend and resolve major litigation, in our opinion, is false and misleading. The Company has attempted to protect itself in defending and opposing the lawsuit with GEOMC to the fullest extent and is currently fighting through the appeal process. This lawsuit arose from actions of the prior management and their failure to meet certain payment obligations. The Company has gone to great lengths to fight the lawsuit with GEOMC, and will continue to do so.

The statements by the Complaining Minority Stockholders that the Company has failed to fight a judgment with respect to a former employee for $400,000 also is, in our opinion, misleading as the Company is currently appealing this judgment. The complaint concerns a former government sales consultant’s contract (the “Sales Contract”), which was approved under Mr. Yarbro’s tenure as a director and as Chairman of the Audit Committee, and which was greatly detrimental to the Company. The Sales Contract had certain provisions that unduly protect the consultant. These provisions included no sales quotas or regular progress reports to management, and were approved by the Board, of which Mr. Yarbro was a member, with what we look forwardbelieved to seeing you.be ironclad, company-killing provisions. Given our belief that a successful outcome to our defense of this lawsuit in a court of law would be very difficult to achieve, we avoided trial and settled. Then, at the time that an installment payment was to be made, the Company experienced cash flow restrictions and the applicable penalty was triggered, which consequently progressed into a judgment. The Company has attended all proceedings related to this matter.

The Complaining Minority Stockholders are asking you for your written consent as to the following proposals (each, a “Minority Proposal” and collectively, the “Minority Proposals”), which the Company, as stated above, believes are not in the best interests of the Company and should be rejected by the Stockholders of the Company:

Proposal No. 1: This Proposal provides for the removal of four of the current members of the Board. The Company believes this proposal will greatly harm the future value of the Company’s stock, as these four Board members have been working on a five-year plan to increase the value of the Company going forward. This Minority Proposal will cause the Company to abandon this five-year plan, and will greatly undermine the potential future value the plan would bring to the Company, as the Complaining Minority Stockholders do not have a plan of their own that would be good for the business of the Company.

Proposal No. 2: This Proposal is to elect four new nominees to the Board. As previously stated, the Company does not believe the election of the directors proposed by the Complaining Minority Stockholders will benefit the Company. Again, in our opinion, the proposed nominees do not have the proper experience in running a company, as seen by the unhelpful Minority Proposals. We also believe that the proposed directors do not have the necessary experience in the medical device field to operate the Company and, in our opinion, their business plan would greatly undermine the Company’s future prospects for success. 

Proposal No. 3: This proposal will fix the number of directors on the Board at five (5) directors.

Proposal No. 4: This proposal would amend the Company’s Bylaws to require the unanimous vote of all the members of the Board for any amendment by the Board to the Bylaws which would change the number of directors constituting the Board. The Company does not believe this is a beneficial amendment. In fact, we believe that this proposal shows how the Complaining Minority Stockholders do not understand how to operate a company, particularly a publicly-traded company. The Board should operate by majority vote, just like most other boards of directors. If a board is required to act unanimously, one board member can hold the Company hostage and prevent future growth and development. The Company should not be hampered or prohibited from acting due to the voice of one member of the Board.

Proposal No. 5: The Complaining Minority Stockholders are seeking stockholder consent to amend the Company’s Bylaws so that only Calmare stockholders (and not the Board) can fill any vacancies on the Board. This proposal will make it difficult for the Company to operate because, among other issues, if any vacancies were to occur, the Board would not be able to fill those vacancies before the next stockholder meeting. If this amendment is approved, the Board will not be able to reorganize properly if a vacancy on the Board occurs, and this could cause great harm to the Company until a new director is appointed by the stockholders.

Proposal No. 6: Stockholders are being asked to adopt a resolution which would repeal each provision of the Company’s Bylaws or amendments of the Bylaws that have been adopted after October 10, 2010, but the Complaining Minority Stockholders have not disclosed what changes this would involve. This amendment should be rejected, because the Company has been operating under the current Bylaws for some time and should not have to revert to Bylaws that are over seven years old. This proposal is contradictory because some of the nominees proposed by the Complaining Minority Stockholders actually approved amendments to the Bylaws that were made since October 20, 2010. It does not make sense for these nominees to now revoke their previous approval to these amendments to the Bylaws.

THE BOARD IS COMMITTED TO ACTING IN THE BEST INTERESTS OF THE COMPANY’S STOCKHOLDERS AND HAS DETERMINED AS DESCRIBED ABOVE THAT THE PROPOSALS FROM THE COMPLAINING MINORITY STOCKHOLDERS ARE NOT IN THE BEST INTERESTS OF CALMARE’S STOCKHOLDERS.

ACCORDINGLY, THE BOARD URGES YOU NOT TO SIGN ANY CONSENT CARD SENT TO YOU BY THE COMPLAINING MINORITY STOCKHOLDERS AND INSTEAD URGES YOU TO SIGN AND RETURN THE GOLD CONSENT REVOCATION CARD INCLUDED WITH THESE MATERIALS FROM THE BOARD.

If you have previously signed and returned the Complaining Minority Stockholders’ consent card, you have the right to change your mind and revoke your consent to the Proposals. Whether or not you expecthave signed the Complaining Minority Stockholders’ consent card, we urge you to be present atmark the meeting, please promptly vote as“YES, REVOKE MY CONSENT” boxes on the enclosedGOLD consent revocation card (the “Consent Revocation Card”) from the Board and to sign, date and mail the card in the postage-paid envelope provided. Even if you have not submitted the Complaining Minority Stockholders’ consent card, it will help us keep track of the progress of the consent process if you submit a Consent Revocation Card. Regardless of the number of Shares you own, your voteconsent revocation is important.Please act today.

If your Shares are held in “street name,” only your broker, bank or other nominee can exercise your right to revoke a consent with respect to your Shares. Please contact your broker, bank or other nominee and instruct it to submit aGOLD InstructionsConsent Revocation Card on your behalf today.

This Consent Revocation Statement and enclosedGOLD Consent Revocation Card are first being mailed to the Company’s stockholders on or about January [●], 2018.

Important Notice regarding the various methodsAvailability of voting are containedconsent revocation Materials in opposition to the consent solicitation by the Complaining Minority Stockholders:

In accordance with the rules of the SEC, the Company is advising its stockholders of the availability on the Internet of the Company’s consent revocation materials in opposition to the consent solicitation by the Complaining Minority Stockholders. These rules allow companies to provide access to proxy card, including votingand consent materials in one of two ways, and because the Company has elected to utilize the “full set delivery” option, the Company is delivering, to all stockholders, paper copies of the consent revocation materials, as well as providing access to those materials on a publicly accessible website. Under Delaware law, the Proposals may become effective if valid, unrevoked consents signed by mail, through the Internet, or by phone. holders of a majority of the outstanding Shares as of November 16, 2017 are delivered to the Company within sixty (60) days of the earliest-dated consent delivered to the Company. This Consent Revocation Statement and Consent Revocation Card are available at http://calmaretherapeutics.com/investors/sec.html.

If you attend the annual meeting, you may revokehave any questions about giving your proxy and vote your own shares.consent renovation or otherwise require assistance, please call or contact:

I personally look forwardHarkins Kovler, LLC 

1 Rockefeller Plaza 

10th Floor 

New York, NY 10020

Telephone: +1 (212) 468-5380

FAX: +1 (212) 468-5381

Email: cttc@harkinskovler.com

which has been retained by the Company to seeing you at the annual meeting and sharing with you the progress we have made during 2016 and our plans for 2017.solicit Consent Revocation Cards.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 9, 2016

To the stockholders of Calmare Therapeutics Incorporated (“CTI” or the “Company”),

You are cordially invited to attend an annual meeting of our stockholders on November 9, 2016, at 10:00 A.M. EST, at the Princeton Club, 15 West 43^rd Street, New York, New York 10036. Matters on which action will be taken at the meeting are explained in detail in the attached Notice and Proxy Statement.

At the annual meeting you will be asked to vote on the following matters:

You will also be asked to consider and act upon any other business as may properly come before the annual meeting or any adjournments thereof.

The Board recommends that you vote at the annual meeting “FOR” Proposals 1, 2, 3 and 4. These items of business are more fully described in the proxy statement that is attached to this Notice. The Board has fixed the close of business on October 7, 2016 as the “Record Date” for determining the stockholders that are entitled to notice of and to vote at the annual meeting and any adjournments thereof. A list of stockholders entitled to vote at the meeting will be available for examination for a period of ten days before the meeting in person at our corporate offices in Fairfield, Connecticut, and also at the meeting. Stockholders may examine the list for purposes related to the meeting.

It is important that your shares are represented and voted at the meeting.You can vote your shares by completing, signing, dating, and returning your completed proxy card or vote by mail, over the Internet, or by phone by following the instructions included in the proxy statement. You can revoke a proxy at any time prior to its exercise at the meeting by following the instructions in the proxy statement.

You may attend the annual meeting and vote in person even if you have previously voted by proxy in one of the ways listed above. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.

TABLE OF CONTENTS

Stockholders Should Read the Entire Proxy Statement Carefully Prior to Returning Their Proxies

PROXYDESCRIPTION OF THEComplaining Minority Stockholders CONSENT STATEMENT

FORAs set forth in the Complaining Minority Statement filed by the Complaining Minority Stockholders on December 5, 2017 with the SEC, the Complaining Minority Stockholders are asking you for your written consent as to the following proposals, which the Company strongly believes are not in the best interests of the Company and its stockholders:

THE ANNUAL MEETING OF STOCKHOLDERS

General

The enclosed proxy is solicited on behalfProposal No. 1 Removal of Four of the Board ofFive Existing Directors of Calmare Therapeutics Incorporatedthe Company: This Proposal provides for use at our annual meeting of stockholders to be held at the Princeton Club, 15 West 43^rd Street, New York, New York, 10036, on November 9, 2016 at 10:00 A.M. EST. Voting materials, including this proxy statement and the proxy card, are being delivered to all or our stockholders on or about October 21, 2016.

Questions and Answers

Following are some commonly asked questions raised by our stockholders and answers to each of those questions.

What may I vote on at the annual meeting?

At the annual meeting, stockholders will consider and vote upon the following matters:

Stockholders will consider and act upon any other business as may properly come before the annual meeting or any adjournments thereof.

How does the Board recommend that I vote on the proposals?

The Board recommends a vote “FOR” the election of eachremoval without cause of the nominees identified below to our Board, “FOR” the proposal ratifying the appointment of Mayer Hoffman McCann CPAs, the New York Practice of Mayer Hoffman McCann P.C., “FOR” the amendment to the Certification of Incorporation to authorize a new series of preferred stock, and “FOR” the adoptionfour directors of the 2016 Stock Option Plan.

How do I vote?

You can vote either in person atfive-member Board who are not affiliated with the annual meeting or by proxy, by mail, by phone or overMinority Complaining Stockholders. As described above (under “Proposal No. 1”) are the Internet whether or not you attend the annual meeting. To obtain directions to attend the annual meeting, please call (203) 368-6044. If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered the stockholder of record with respect to those shares and we are sending a Notice directly to you. As the stockholder of record, you have the right to vote in person at the annual meeting. If you choose to do so, you may vote at the annual meeting using the ballot provided at the meeting. Even if you plan to attend the annual meeting in person, we recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the annual meeting in person.

Most of our stockholders hold their shares in street name through a stockbroker, bank or other nominee rather than directly in their own name. In that case, you are considered the beneficial owner of shares held in street name and the Notice is being forwarded to you. As the beneficial owner, you are also invited to attend the annual meeting. Because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the annual meeting unless you obtain a “legal proxy” from the stockbroker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting. You will need to contact your stockbroker, trustee or nominee to obtain a legal proxy, and you will need to bring it to the annual meeting in order to vote in person.

You can vote by proxy in three ways:

If you vote by proxy, your shares will be voted at the annual meeting in the manner you indicate.

The Internet and phone voting system for stockholders of record will close at 11:59 p.m. EDT on November 8, 2016. Please refer to the proxy card for details on all methods of voting.

What happens if I do not give specific voting instructions?

If you hold shares in your name and you sign and return a proxy card without giving specific voting instructions, your shares will be voted as recommended by our Board on all matters. If you hold your shares through a stockbroker, bank or other nominee and you do not provide instructions on how to vote, your stockbroker or other nominee may exercise their discretionary voting power with respect to certain proposals that are considered as “routine” matters. For example, Proposal 2 - ratification of the appointment of Mayer Hoffman McCann CPAs, the New York Practice of Mayer Hoffman McCann P.C. as our independent registered public accounting firm is commonly considered as a routine matter, and thus your stockbroker, bank or other nominee may exercise their discretionary voting power with respect to Proposal 2.If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform us that it does not have the authority to vote on these matters with respect to your shares.This is generally referred to as a “broker non-vote.” When the vote is tabulated for any particular matter, broker non-votes will be counted for purposes of determining whether a quorum is present, but will not otherwise be counted. In the absence of specific instructions from you, your broker does not have discretionary authority to vote your shares with respect to Proposal 1 - the election of our Board, with respect to Proposal 3 - Approval of Amendment to Articles of Incorporation to Authorize a new Series of Preferred Stock, or with respect to Proposal 4 – Approval of the 2016 Stock Option Plan.We encourage you to provide voting instructions to the organization that holds your shares by carefully following the instructions provided in the notice.

What is the quorum requirement for the annual meeting?

The Company’s bylaws providereasons that the holders ofCompany and a majority of the stock issued and outstanding and entitledexisting Board oppose this proposal.

Proposal No. 2 Election of Nominees: This Proposal is to vote generallyelect five nominees of the Complaining Minority Shareholders in case Minority Stockholders’ Proposal 1 is approved. (One of these nominees currently is a director.) The name of each nominee is set forth in the electionComplaining Stockholders Statement. It can be noted that three of these five persons were members of the Board during part or all of the time for which the Complaining Minority Stockholders are objecting.

Proposal No. 3 Amendment to Bylaws Fixing the Number of Directors: This proposal will fix the number of directors presenton the Board at five (5) directors.

Proposal No. 4 Amendment to Bylaws Regarding Change in person or representedNumber of Directors: The Complaining Minority Stockholders are seeking to amend the Company’s Bylaws to require the unanimous vote of all the members of the Board for any amendment by proxy, shall constitute a quorumthe Board to the Bylaws which would change the number of directors constituting the Board. The Company opposes this proposal for the transactionreasons set forth above under “Proposal No. 4”.

Proposal No. 5 Amendment to Bylaws Regarding Vacancies: The Complaining Minority Stockholders are seeking to amend Section 2.01 of business at the Annual Meeting. Abstentions and broker non-votes will be countedCompany’s Bylaws so that only Calmare stockholders (and not the Board) can fill any vacancies on the Board created as presenta result of death, resignation, disqualification, removal or otherwise. The Company opposes this proposal for the purposereasons set forth above under “Proposal No. 5”.

Proposal No. 6 Repeal of determining the presence ofAdditional Bylaws or Bylaw Amendments: Stockholders are being asked to adopt a quorum. On October 7, 2016, the Record Date for determiningresolution which stockholders are entitled to vote, there were 28,787,831 shares of our common stock outstanding, 2,427 shares of Series A preferred stock issued and outstanding, and 375 shares of Series C convertible preferred stock, issued and outstanding. Each share of common stock and Series A preferred stock entitles the holder to one vote on matters submitted to a vote of our stockholders. Each share of Series C preferred stock entitles the holder to 1,000 votes on matters submitted to a vote of our stockholders. A majority of our outstanding common shares aswould repeal each provision of the Record Date must be present atCompany’s Bylaws or amendments of the annual meeting, in person or represented by proxy, in order to holdBylaws that have been adopted after October 10, 2010 (and before the meetingeffectiveness of the foregoing Proposals and conduct business. Thisthe seating of the Complaining Minority Stockholders’ Nominees on the Board. There is called a quorum. Your shares will be countedno disclosure of what provisions this resolution would repeal. The Company opposes this proposal for purposes of determining if there is a quorum, even if you wish to abstain from voting on some or all matters introduced at the annual meeting, if you are present and vote in person at the meeting or have properly submitted a proxy card or voted by phone or by using the Internet.

How can I change my vote after I return my proxy card?reasons set forth above under “Proposal No. 6”.

You may revoke your proxy and change your vote at any time before the final vote at the annual meeting. You may do this by signing a new proxy card with a later date, by voting on a later date by using the Internet (only your latest Internet proxy submitted prior to the annual meeting will be counted), or by attending the annual meeting and voting in person. However, your attendance at the annual meeting will not automatically revoke your proxy unless you vote at the annual meeting or specifically request in writing that your prior proxy be revoked.

Is my vote confidential?REASONS TO REJECT THEComplaining Minority Stockholders’ PROPOSALS

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within our company or to third parties, except:

Any written comments that a stockholder might include on the proxy card will be forwarded to our management.

Where can I find the voting results of the annual meeting?

The preliminary voting results will be announced atProposals submitted by the annual meeting. The final voting results will be tallied by our InspectorComplaining Minority Stockholders would, among other things, remove all current directors, except for Stan Yarbro, of Electionsthe Company and reported in a Current Report on Form 8-K which we will filereplace them with the SEC within four business daysComplaining Minority Stockholders’ nominees. Doing so would harm the Company because as set forth above, in the Company’s opinion, the Complaining Minority Stockholders’ nominees would not act in the best interests of the date ofCompany because they are looking for short-term gains that will harm the annual meeting.

How can I obtain a separate set of voting materials?

To reduce the expense of delivering duplicate voting materials to our stockholders who mayCompany’s long-term growth. For example, certain Complaining Minority Stockholders have more than one Calmare Therapeutics Incorporated stock account, we are delivering only one Noticedisclosed material non-public information to certain stockholders who share an address, unless otherwise requested. If you share an address with another stockholder and the Complaining Minority Stockholders do not have received only one Notice, you may write or call usexperience selling regulated medical devices. The Complaining Minority Stockholders would abandon the Company’s five-year turnaround plan that is expected to request to receive a separate Notice. Similarly, if you share an address with another stockholder and have received multiple copiesachieve desired results by the end of this calendar year (2018).

The Board strongly believes that the Minority Consent Solicitation is not in the best interests of the Notice, you may write or call us at the address and phone number below to request delivery of a single copy of this Notice. For future annual and/or annual meetings, you may request separate Notices, or request that we send only one Notice to you if you are receiving multiple copies, by writing or calling us at:

Calmare Therapeutics Incorporated

1375 Kings Highway, Suite 400

Fairfield, Connecticut 06824-5380

Tel: (203) 368-6044

What is the voting requirement to approve the proposals?

The proposals to approve an amendment to the Company’s Articles of Incorporation authorizing a new series of preferred stock and to adopt the 2016 Stock Option Plan will be approved if there is a quorum and the votes cast “FOR” the proposal represent a majority of the shares outstanding. The proposal to ratify the appointment of Mayer Hoffman McCann CPAs, the New York Practice of Mayer Hoffman McCann P.C. as our independent registered public accounting firm will be approved if there is a quorum and the votes cast “FOR” the proposal exceed those cast against the proposal.

The nominees for election to our Board are elected by a plurality of all votes cast by holders of our Common Stock which are issued and outstanding and which are issuable upon conversion of shares of our Preferred Stock, present at the annual meeting, in person or represented by proxy, and entitled to vote on the election of directors. A nominee who receives a plurality means that he has received more votes than any other nominee for the same director’s seat. Abstentions and broker non-votes will have no impact on the outcome of the vote on the election of directors.

Abstentions and broker non-votes will be treated as shares that are present, or represented and entitled to vote for purposes of determining the presence of a quorum at the annual meeting. Abstentions will not be counted in determining the number of votes cast in connection with any matter presented at the annual meeting. Broker non-votes will not be counted as a vote cast on any matter presented at the annual meeting.

Do I Have Dissenters’ (Appraisal) Rights?

Appraisal rights are not available to our shareholders with any of the proposals described above to be brought before the annual meeting of shareholders.

How can I obtain additional information about the Company?

We are subject to the informational requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, which requires that we file reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding companies, including Calmare Therapeutics Incorporated, that file electronically with the SEC. The SEC's website address is www.sec.gov. In addition, our filings may be inspected and copied at the public reference facilities of the SEC located at 100 F Street, N.E. Washington, DC 20549; and at the SEC's regional offices at 233 Broadway, New York, NY 10279 and Citicorp Center, 500 West Madison Street, Room 1400, Chicago, IL 60661. Copies of the material may also be obtained upon request and payment of the appropriate fee from the Public Reference Section of the SEC located at 100 F Street, N.E., Washington, DC 20549.

Who Can Help Answer Your Questions?

If you have any questions or need assistance in voting your shares, you may seek answers to your questions by writing, calling, or emailing us at:

Calmare Therapeutics Incorporated

Attention: Thomas P. Richtarich, CFO

1375 Kings Highway, Suite 400

Fairfield, Connecticut 06824-5380

Tel: (203) 368-6044

Email: cti@calmaretherapeutics.com

PROPOSAL 1: TO ELECT OUR BOARD TO HOLD OFFICE UNTIL OUR 2017 ANNUAL MEETING OF STOCKHOLDERS OR UNTIL THEIR RESPECTIVE SUCCESSORS HAVE BEEN DULY ELECTED AND QUALIFIED

INFORMATION ABOUT DIRECTOR NOMINEES

At the annual meeting, six directors are to be elected. Each director is to hold office until the next annual meeting of shareholders or until his successor is elected and qualified. Set forth below are descriptions of the backgrounds of the director nominees of the Company, their principal occupations for the past five years, and the specific experience, qualifications and other attributes and skills that led the Board to determine that such persons should be re-elected to serve on the Board.

Peter Brennan, CFA,61, has been a director of the company since June 2011. Mr. Brennan is a New York based investor who has worked over 30 years in the investment management business as an analyst and portfolio manager. In 2004 he founded Damel Investors LLC, a private partnership which invests in small technology companies. Mr. Brennan received his MBA from the University of Chicago in 1979 and his BA from Haverford College in 1977. He is a member and past Chairman of the Corporate Governance Committee of the New York Society of Security Analysts and received the 2001 Volunteer of the Year award from the NYSSA. Mr. Brennan was a member of the US Advocacy Committee of the CFA Institute and was a founding member of the Capital Markets Policy Council of the CFA Institute for Market Integrity, the global advocacy committee of the CFA Institute.

We believe Mr. Brennan’s qualifications to serve on our Board of Directors include expertise in working with small medical device companies as well as his experience in the investment community and as an investor in the pharmaceutical, medical device and health care industries.

VADM Robert T. Conway, Jr., USN, Ret.,66, has been a director of the company since October 2015. The Admiral is the President of R.T. Conway & Associates, Inc. In this position, he provides strategic advice to senior business executives on, Change Management, Facilities and Infrastructure Management, Renewable Energy, Information Technology, Alternative Energy Solutions, Maritime Operations, Navy and DOD Programs. Previously, the Admiral served in the United States Navy from 1972 until his retirement in 2009 in various leadership positions aboard USSVesole (DD 878), USSTowers (DDG 9), USSBainbridge (CGN 25), and USSGridley (CG 21). The Admiral commanded USSJohn Young (DD 973) and also commanded Destroyer Squadron 7 in San Diego; Naval Surface Group Middle Pacific in Hawaii; and Plank Owner of the Navy’s first Expeditionary Strike Group: Expeditionary Strike Group One: ThePeleliu Strike Group.stockholders.

Ashore,We urge stockholders to reject the Admiral served on the Joint Chiefs of Staff in Washington, D.C., Bureau of Naval Personnel in Washington, D.CComplaining Minority Statement and later in Millington, Tennessee, Operational Test and Evaluation Force Pacific I San Diego, Ca., ; Officer Candidate School in Newport, RI; and Naval Facility Cape Hatteras, NC. The Admiral commanded Navy Region Pearl Harbor in Hawaii and Task Force Warrior in Norfolk, VA. In the Admiral’s final assignment, the Admiral served as Commander, Navy Installations Command, Washington, D.C. The Admiral graduated from St. Francis University, Loretto, Pa., received his master’s degree from Providence University in Providence, RI, and is also a graduate of the Industrial College of the Armed Forces at the National Defense University in Washington, D.C.revoke any consent previously submitted.

We believe the Admiral’s qualificationsPlease do not delay. In order to serve on our Board of Directors include his expertise and years of experience in high growth business development.

Rustin R. Howard,59, has been a director of the company since October 2007. Mr. Howard is the chairman ofensure that the Board of Directors of Deep Gulf, Inc., which builds energy transportation systemsis able to act in your best interests, please mark, sign, date and associated facilities to serve niche economies. Mr. Howard also serves onreturn the Board of Directors of Silver Bullet Technology, Inc. Silver Bullet, builds and sells software for the banking and payment processing industry. In 1990, he founded and served enclosed GOLD Consent Revocationas Chief Executive Officer and Chairman of the Board of Directors of Phyton, Inc., the world leader in the use of proprietary plant cell fermentation technology, that is used for production of paclitaxel, the active ingredient of Bristol-Myers Squibb's (NYSE:BMY) multi-billion dollar anticancer drug, Taxol^®. Phyton was sold to DFB Pharmaceuticals, Inc. in 2003. Previously, Mr. Howard servedpromptly as President and Chief Executive Officer of BioWorks Inc., a biotechnology company he founded to develop, produce, and sell products that replace chemical pesticides. Mr. Howard earned his MBA from Cornell University's Johnson Graduate School of Management, where he focused his studies on entrepreneurship, and managing innovation and technology.possible.

We believe Mr. Howard’s qualifications to serve on our Board of Directors include his expertise in biotechnology and product development as well as his experience in technology and high-growth business development.

Conrad Mir, age 48, has been a director, President and Chief Executive Officer of the Company since October 2013. He has over twenty years of investment banking, financial structuring, and corporate reengineering experience. He has served in various executive management roles and on the Board of Directors of several companies in the biotechnology industry. From December 2012 until September 2013, Mr. Mir served as the Chief Financial Officer of Pressure BioSciences, Inc., (OTCQB: PBIO), a sample preparation company advancing its proprietary pressure cycling technology. From June 2011 until October 2012, Mr. Mir was Chairman and Chief Executive Officer of Genetic Immunity, Inc., a plasmid, DNA company in the HIV space. From November 2008 until May 2011, Mr. Mir served as executive director of Advaxis, Inc., (OTCQB: ADXS), a vaccine biotechnology company. Over the last ten years, he was responsible for raising more than $40 million in growth capital and broadening corporate reach to new investors and current shareholders.BACKGROUND OF THE CONSENT SOLICITATION

Mr. Mir has worked for several investment banks including Sanford C. Bernstein, First Liberty Investment Group, and Nomura Securities International. He holds a BS/BA in Economics and English with special concentrations in Mathematics and Physics from New York University.

We believe Mr. Mir’s qualificationsFrom March 2012 to serve on our Board of Directors include his proven track record in executive management in biotechnology and medical device companies, capital raising, financial instrument structuring and corporate reengineering.

Carl D. O’Connell, 53,present Stan Yarbro has been a director of the Company, since January 2013, having served as its President and Chief Executive Officer from November 2012 to September 2013. Mr. O’Connell has 30 years of experience in the healthcare field and 20 years as a leader in the medical device arena. Prior to joining the Company, Mr. O’Connell held executive positions for top global medical device and Fortune 500 companies. He recently served as President and Chief Executive Officer for the US Healthcare Division MedSurg for ITOCHU, a Japanese conglomerate, Vice President of Global Marketing for Stryker Spine, and President of Carl Zeiss Surgical, the market leader in optical digital solutions for Neurosurgery, Spine, Ophthalmology, ENT and Dentistry.

We believe Mr. O’Connell’s qualifications to serve on our Board of Directors include his proven track record in commercializing medical technologies as well as building effective and profitable sales and distribution organizations.

LCDR Steven Roehrich, USN, Ret., 66 has been a director of the company since October 2015. Mr. Roehrich is Founder and Chief Executive Officer of Ready Room, a group of Navy Admirals that own and operate light manufacturing companies. He currently serves as an advisor to top leaders at Fortune 500 companies, middle market firms, and federal government departments where he helps them to adapt to changing global market conditions, capitalize on new technologies, and improve growth and operating performance. Mr. Roehrich worked at Johnson and Johnson (JNJ) as a corporate Vice President for Business Improvement, reporting to JNJ’s executive committee. He subsequently was Revlon Corporation’s Senior Vice President for Business Improvement and a member of its Executive Committee.

Mr. Roehrich’s former board memberships include NCR Corporation’s $2 billion Teradata CIO Informatics Group, Northwestern University Kellogg Graduate School of Business Advisory Council, University of Pennsylvania’s Wharton Business School’s Industrial Council, and multiple early stage bio-med and technology firms.

Prior to the private sector, the Commander was a 21 year career United States Aviator (4300 flight hours), a Vietnam and Gulf War veteran, aerial combat instructor and Mission Commander holding leadership roles in Navy squadrons and air-wings.

Mr. Roehrich holds a MS in Financial Management from the US Naval Postgraduate School in Monterey, CA, a BA from Concordia College in Moorhead, MN, and Advanced Management education from the Wharton School – University of Pennsylvania in Philadelphia, and completed US Naval Aviation Flight Training in Pensacola, FL.

We believe Mr. Roehrich’s qualifications to serve on our Board of Directors include his expertise in executive management in biotechnology companies and high-growth business development.

Stanley K. Yarbro, Ph.D., 66, has been a director of the Company since March 2012. Dr. Yarbro has extensive experience in market development of high technology solutions to a worldwide customer base. He retired as Executive Vice President, Worldwide Field Operations, for Varian Semiconductor Equipment Associates, a position he had held since 2004. Prior to Varian, Dr. Yarbro served in various executive capacities at KLA-Tencor Corporation in the semi-conductor industry. He currently serves as a director on the board of Carbon Design Innovations and has previously served as a director on the boards of FSI International, Electrogas, Inc. and Molecular Imaging where he worked closely with the organizations to develop and improve sales, product and marketing strategies.

Dr. Yarbro holds a Ph.D. in Analytical Chemistry from Georgia Institute of Technology and a B.S.in Chemistry from Wake Forest University.

We believe Dr. Yarbro’s qualifications to serve on our Board of Directors include his expertise in market development of high technology products and his years of experience as a senior executive and director of various technological and pharmaceutical corporations.

Vote Required

The affirmative vote of a majority of the shares our voting stock represented in person or by proxy at the Annual Meeting is necessary for the election of the individuals named above. There is no cumulative voting in elections of directors. Unless otherwise specified, proxies will be voted in favor of the seven nominees described above.

Recommendation

Our Board of Directors recommends that shareholders voteFOR the election of each of the individuals named above.

CORPORATE GOVERNANCE

CTI's Corporate Governance Principles, Corporate Code of Conduct, the Committee Charters for the Audit Committee and the Nominating and Corporate Governance Committee of the Board of Directors, the unofficial restated Certificate of Incorporation and the By-Laws are all available on our website atwww.calmaretherapeutics.com/investors/governance.html.

Board Meetings and Committees

The Board has three committees, with current membership as follows:

During the fiscal year ended December 31, 2015, the board of directors met twice.

The Audit Committee held three meetings during the fiscal year ended December 31, 2015. The Compensation Committee held one meeting in conjunction with Board Meetings in 2015. The Nominating and Corporate Governance committee each held one meeting during fiscal year ended December 31, 2015. In 2015, all directors attended at least 75% of all meetings of the Board of Directors, and the committees on which they served after becoming a membernot opposed any actions of the Board or Committee. We expect all directorsof the Company during that time.

On June 30, 2017, and as amended on September 21, 2017, the Complaining Minority Stockholders filed their initial statement of ownership on Schedule 13D, reflecting its investment and ownership in the Company.

Also on June 30, 2017, Stanley Yarbro (on behalf of the Complaining Minority Stockholders) sent a letter to attend the nextBoard expressing concerns regarding the Company. On or about July 14, 2017, Mr. Yarbro followed up with a letter to Calmare management requesting a meeting with the Board to discuss the issues raised in the initial Schedule 13D.

On or about August 11, 2017, Mr. Yarbro, again on behalf of the Complaining Minority Stockholders, presented the Company’s Secretary with Notice of Stockholder Proposal to Nominate Directors for Election at Annual Meeting barringin accordance with the Company’s Bylaws proposing for nomination a slate of five individuals to serve as directors of the Company.

On or about August 18, 2017, the Company agreed to a meeting between Company management and the Complaining Minority Stockholders to take place on Thursday, August 24, 2017 at the offices of the Company. On the afternoon of August 22, 2017, the Company indicated that the meeting needed to be rescheduled due to unforeseen circumstances or irresolvable conflicts.scheduling conflicts concerning Company operational matters. The Company offered to have a conference call with the Complaining Minority Stockholders at a mutually agreeable time, but the Complaining Minority Stockholders rejected this offer and failed to provide any time at which they were willing to be available.

During this period, Mr. Yarbro made informal requests for a stockholder list, which the Company did not provide. Mr. Yarbro, through counsel, made a formal demand under Section 220 of the General Laws of the State of Delaware to review the stockholder list of the Company.

On October 3, 2017, Mr. Yarbro filed suit in Delaware Chancery Court to obtain the stockholder list. On October 27, 2017, a hearing was held to determine whether Mr. Yarbro was entitled to the stockholder list. The court ordered the Company to deliver the list of stockholders to Mr. Yarbro, and on November 21, 2017, the Company delivered the stockholder list.

On November 22, 2017, the Complaining Minority Stockholders filed their preliminary Minority Consent Statement with the SEC. On December 4, 2017, the Complaining Minority Stockholders filed an amended preliminary Minority Consent Statement in response to comments from the SEC. On December 5, 2017, the Complaining Minority Stockholders filed their definitive Minority Consent Statement, and distributed this Statement on December 5, 2017.

Audit CommitteeQUESTIONS AND ANSWERS ABOUT THIS CONSENT REVOCATION STATEMENT

Q: Who is making this Consent Revocation Solicitation?

A: The functionCompany’s existing Board of Directors.

Q: What is the Company asking you to do?

A: You are being asked (i) to NOT return any consent card solicited by the Complaining Minority Stockholders and (ii) to revoke any consent that you may have delivered in favor of any of the Audit CommitteeMinority Proposals by executing and delivering theGOLD Consent Revocation Card as discussed below.

Q: If I have already delivered a consent, is it too late for me to assistchange my mind?

A:NO, it is not too late to change your mind. Until the Board in fulfilling its responsibilityrequisite number of duly executed, unrevoked consents are delivered to the shareholders relating to our corporate accounting matters, financial reporting practices,Company in accordance with both the Delaware General Corporation Law (the “DGCL”) and the qualityCompany’s organizational documents, the consents will not be effective. At any time prior to the consents becoming effective, you have the right to revoke your consent by executing and integrity of our financial reports. The Audit Committee’s purpose is to assistdelivering aGOLD Consent Revocation Card as discussed in the Board with overseeing:following questions.

Q:What is the effect of delivering a GOLD Consent Revocation Card?

The Audit CommitteeA: By marking the “YES, REVOKE MY CONSENT” boxes on the enclosedGOLD Consent Revocation Card and signing, dating and mailing the card in the postage-paid envelope provided, you will revoke any earlier dated consent that you may have delivered to the Complaining Minority Stockholders or the Company. Even if you have not submitted a Complaining Minority Stockholders consent card, you may submit aGOLD Consent Revocation Card. Even if you have not previously submitted a Complaining Minority Stockholders consent card, by submitting theGOLDConsent Revocation Card, you will help us keep track of the progress of the consent process.

Q:What is to be comprised of not less than three independent directors.the Board’s recommendation?

A: The Board has determined that each memberthe Proposals are not in the best interests of the Audit Committee is an independent director in accordance with applicable legalCompany or regulatory requirements. It has also determined that each member is financially literate. Its members have identified Mr. Howardits stockholders. Accordingly, the Board urges you to reject the Minority proposals and to revoke any consent previously submitted, as an audit committee financial expert, as so defined by the US Securities and Exchange Commission (the “SEC”).described immediately below.

Compensation CommitteeQ:What should I do to revoke my consent?

The purpose ofA: Mark the Compensation Committee is to:

The Compensation Committee is“YES, REVOKE MY CONSENT” boxes next to be comprised of not less than three of our independent directors. The Board has determined that each member ofproposal listed on the Compensation Committee is an independent director in accordance with applicable legalGOLD Consent Revocation Card. Then,sign and datethe enclosedGOLD Consent Revocation Card and return it TODAY or regulatory requirements.

Nominating and Corporate Governance Committee

The purpose of the Nominating Committee is to:

The Nominating Committee is to be comprised of not less than three independent directors. The Board has determined that each member of the Nominating Committee is an independent director in accordance with applicable legal or regulatory requirements.

The Nominating Committee will consider nominees recommended by shareholders but have not designated any special procedures shareholders need to follow to submit those recommendations. The Nominating Committee has not designated any such procedures because as discussed below under the heading “Shareholder Communicationssoon as possible to the Board,” shareholders are free to send written communications directly toCompany’s proxy solicitor, Harkins Kovler, LLC, in the Board, committees ofenvelope provided. It is important thatyou sign and date the Board, and/or individual directors, at our corporate address in care of our Secretary.GOLD Consent Revocation Card.

Shareholder CommunicationsQ:Who is entitled to the Board

Shareholders may send communications in writing to the Board, committees of the Board, and/consent, withhold consent or to individual directors, at our corporate address in care of our Secretary. Written communications addressed to the Board are reviewed by the Chairman of the Board for appropriate handling. Written communications addressed to an individual Board member are forwarded to that person directly.

BENEFICIAL OWNERSHIP OF SHARES

The following information indicates the beneficial ownership of our stock by each director nominee, and by each person known to us to be the beneficial owner of more than 5% of our outstanding stock. The indicated owners, which have sole voting and investment power, have furnished such information to us as of October 7, 2016, except as otherwise indicated in the footnotes.

⁽²⁾ Pursuant to SEC Rule 13d-3, amounts shown include common shares that may be acquired byrevoke a person within 60 days of October 7, 2016. Therefore, the column titled “Percent (%)” has been computed based on (a) 28,787,831 common shares actually outstanding as of October 7, 2016; and (b) solelypreviously given consent with respect to the person whose Rule 13d-3 Percentage Ownership of common shares is being computed, common shares that may be acquired within 60 days of October 7, 2016 upon exercise of options, warrants and/or convertible debt held only by such person.Proposals contained in the Complaining Minority Statement?

⁽³⁾Persons listed below haveA: Only the rightholders of record of the Shares as of the close of business on November 16, 2017, are entitled to acquire the listed number of shares upon exercise of stock options:

⁽⁴⁾ Peter Brennan is the beneficial owner of Damel Diversified LP, Damel Partners LP, and Lisl Brennan Family Trust 2005. Peter Brennan beneficially owns 1,417,115 shares (including the 50,000 stock options referenced in footnote 3 above) and has the right to acquire an additional 2,379,981 shares upon conversion of $2,498,980 of convertible debt.

⁽⁵⁾ Robert T. Conway, Jr. beneficially owns 12,500 shares (including the 10,000 stock options referenced in footnote 3 above) and has the right to acquire an additional 167,000 shares upon exercise of warrants.

⁽⁶⁾ Rustin Howard beneficially owns 38,676 shares and has the right to acquire 90,000 shares upon exercise of stock options referenced in footnote 3 above.

⁽⁷⁾ Conrad Mir beneficially owns 261,943 shares and has the right to acquire 800,000 shares upon exercise of stock options referenced in footnote 2 above.

⁽⁸⁾ Carl O’Connell beneficially owns 5,625 shares and has the right to acquire 22,500 shares upon exercise of stock options referenced in footnote 3 above.

⁽⁹⁾ Steven Roehrich beneficially owns 12,500 shares (including the 10,000 stock options referenced in footnote 3 above).

⁽¹⁰⁾ Stan Yarbro beneficially owns 190,742 shares (including the 50,000 stock options referenced in footnote 3 above) and has the right to acquire an additional 95,238 shares upon conversion of $100,000 of convertible debt.

⁽¹¹⁾ Dr. Stephen J. D’Amato beneficially owns 120,000 shares (including the 120,000 stock options referenced in footnote 3 above).

⁽¹²⁾ Dr. Christine Chansky beneficially owns 60,000 shares (including the 60,000 stock options referenced in footnote 3 above).

⁽¹³⁾ Thomas P. Richtarich beneficially owns 60,000 shares (including the 60,000 stock options referenced in footnote 3 above).

⁽¹⁴⁾Joseph Finley beneficially owns 2,875,160 shares and has the right to acquire an additional 185,714 shares upon the exercise of stock warrants and 347,826 shares upon conversion of $80,000 of convertible debt.

⁽¹⁵⁾ Information is based onconsent, withhold consent or revoke a Schedule 13G filed with the SEC on February 1, 2016. Bard Associates beneficially own 2,500,025 shares and has the right to acquire an additional 1,250,000 shares upon the exercise of stock warrants.

⁽¹⁶⁾ William Austin Lewis IV beneficially owns 1,067,500 shares and has the right to acquire 8,058,823 shares upon conversion of $1,752,941 of convertible debt and 1,843,136 shares upon the exercise of stock warrants.

⁽¹⁷⁾ HK Opportunity Group, LLC has the right to acquire 3,529,412 shares upon conversion of $705,882 of convertible debt and 3,529,412 shares upon the exercise of stock warrants.

⁽¹⁸⁾ Joseph J. Prischak beneficially owns 36,000 shares and has the right to acquire 3,529,412 shares upon conversion of $705,882 of convertible debt and 3,000,000 shares upon the exercise of stock warrants.

On October 7, 2016, the stock transfer records maintained by uspreviously given consent with respect to our Preferred Stock showedthe Proposals contained in the Complaining Minority Statement. The Company will be soliciting consent revocations from stockholders of record as of the close of business on November 16, 2017, and only holders of record of Shares as of the close of business on November 16, 2017, may execute, withhold or revoke consents with respect to the Consent Solicitation. You may execute, withhold or revoke consents at any time before or after November 16, 2017, provided that any such consent or revocation will be valid only if you were a holder of record of Shares on November 16, 2017, and the consent or revocation was otherwise valid.

Q:When should I return my GOLD Consent Revocation Card?

A:RIGHT AWAY. In order for the Proposals to be adopted, the Company must receive valid, unrevoked consents executed by the holders of a sufficient number of Shares within sixty (60) days of the earliest-dated consent delivered to the Company. Because the Proposals could become effective before the expiration of the sixty (60)-day period, you should promptly return theGOLDConsent Revocation Card.

Q:What happens if I do nothing?

A: If you do not execute and send in any consent that the largestComplaining Minority Stockholders sent you, you will effectively be voting AGAINST the Proposals. Even if you have not consented to the Minority Proposals, we would prefer that you submit aGOLD Consent Revocation Card to help us keep track of the progress of the consent process.

If you have validly executed and delivered a consent card that the Complaining Minority Stockholders sent you, doing nothing further will mean that you have consented to the Complaining Minority Stockholders’ Proposals, which means you will effectively be voting FOR the Minority Proposals. If you have executed and delivered a consent card that the Complaining Minority Stockholders sent you, the Board urges you to revoke any such consent previously submitted by executing and delivering theGOLD Consent Revocation Card.

Q:Who should I call if I have questions about the solicitation?

A: If you have any questions regarding this Consent Revocation Statement or about submitting yourGOLD Consent Revocation Card, or otherwise require assistance, please call or contact the Company’s proxy solicitor:

Harkins Kovler, LLC

1 Rockefeller Plaza

10^thFloor

New York, NY 10020

Telephone: +1 (212) 468-5380

FAX: +1 (212) 468-5381

Email: cttc@harkinskovler.com

THE CONSENT PROCEDURE

Voting Securities and Record Date

The Company does not believe the Complaining Minority Stockholders have followed the appropriate procedures to establish November 16, 2017 as the record date. However, the Company will seek consent revocations for all stockholders of record as of the close of business on November 16, 2017, for the determination of the Company’s stockholders who are entitled to execute, withhold or revoke consents relating to the Proposals. This is not an agreement to November 16, 2017 as the appropriate record date by the Company. As of the close of business on November 16, 2017, there were 30,376,639 Shares outstanding, each entitled to one vote per Share. Only record holders of Shares as of the close of business on November 16, 2017, are eligible to execute, withhold or revoke consents in connection with the Minority Consent Solicitation and this Consent Revocation Statement. Persons beneficially owning Shares through a broker, bank or other nominee, should contact such broker, bank or other nominee and instruct it to execute theGOLD Consent Revocation Card on their behalf. You may execute, withhold or revoke consents at any time before or after November 16, 2017, provided that any such consent, withholding or revocation will be valid only if you were a holder of Preferred Stock owned 500 shares;record of Shares on the largest owner of Class C Convertible Preferred Stock owned 375 shares. No directors own Preferred Stock.

BENEFICIAL OWNERSHIP REPORTING COMPLIANCEproper record date and the consent or revocation is otherwise valid.

Section 16(a)Effectiveness of Consents

Under the DGCL, unless otherwise provided in a corporation’s certificate of incorporation, stockholders may act without a meeting, without prior notice and without a vote, if consents in writing setting forth the action to be taken are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The Company’s certificate of incorporation does not prohibit stockholder action by written consent. To be effective, the Proposals require consents signed by stockholders representing a majority of the Exchange Act requires our directors and officers, and persons who own more than five percentShares outstanding as of the Common Stockclose of business on the proper record date.

Furthermore, under Section 228 of the DGCL, all consents will expire unless valid, unrevoked consents representing at least a majority of the Shares outstanding as of the proper record date are delivered to file reportsthe Company within sixty (60) days of ownershipthe earliest-dated consent delivered to the Company.

Because the Proposals contained in the Complaining Minority Stockholders Consent Statement could become effective before the expiration of the sixty (60)-day period set forth in Section 228 of the DGCL, WE URGE YOU TO ACT PROMPTLY TO RETURN THEGOLD CONSENT REVOCATION CARD.

Effect of GOLD Consent Revocation Card

A stockholder may revoke any previously signed consent bycompleting, signing, datingandreturningto the Company aGOLD Consent Revocation Card. Technically a consent also may be revoked by delivery of a written revocation of your consent to the Complaining Minority Stockholders. However, to assure proper tabulation and changesrecording, stockholders are urged to deliver all consent revocations to the Company, c/o Harkins Kovler, LLC, 1 Rockefeller Plaza, 10th Floor, New York, NY 10020. The Company requests that if a revocation is instead delivered to the Complaining Minority Stockholders, a copy of the revocation also be delivered to the Company, c/o Harkins Kovler, LLC, at the address set forth in ownershipthe preceding sentence, so that the Company will be aware of all revocations.

Unless you specify otherwise, by signing and delivering theGOLD Consent Revocation Card, you will be deemed to have revoked consent to all of the Minority Proposals.

Any consent revocation may itself be revoked by marking, signing, dating and delivering a written revocation of yourGOLD Consent Revocation Card to the Company or to the Complaining Minority Stockholders or by delivering to the Complaining Minority Stockholders a subsequently dated consent card that the Complaining Minority Stockholders sent to you.

The Company has retained Harkins Kovler, LLC to assist in communicating with stockholders in connection with the Complaining Minority Stockholders Consent Solicitation and to assist in our efforts to obtain consent revocations. If you have any questions regarding this Consent Revocation Statement or about submitting yourGOLD Consent Revocation Card, or otherwise require assistance, please call Harkins Kovler, LLC at +1 (212) 468-5380.

You are urged to carefully review this Consent Revocation Statement. YOUR TIMELY RESPONSE IS IMPORTANT. You are urged NOT to sign any consent cards sent by the Complaining Minority Stockholders. Instead, the Company urges you to reject the solicitation efforts of the Complaining Minority Stockholders by promptly completing, signing, dating and mailing the enclosed GOLD Consent Revocation Card to Harkins Kovler, LLC, 1 Rockefeller Plaza, 10th Floor, New York, NY 10020. Please be aware that if you sign a consent card sent by the Complaining Minority Stockholders but do not check any of the boxes on the card, you will be deemed to have consented to all of the Minority Proposals in the Complaining Minority Statement.

Results of the Complaining Minority Stockholders Statement

The Company will retain an independent inspector of elections in connection with the Complaining Minority Stockholders Consent Solicitation. The Company intends to notify stockholders of the results of the Complaining Minority Statement by issuing a press release, which it also will file with the SEC as per that appropriate SEC regulation(s) that require reporting personsan exhibit to furnish us with copies of all Section 16(a) forms they file.a Current Report on Form 8-K.

Based solely on a review of copies of such reports received or written representations from certain reporting persons, we do not believe all reporting persons complied with all applicable reporting requirements.SOLICITATION OF CONSENT REVOCATION

Cost and Method

DIRECTOR COMPENSATIONThe cost of the solicitation of consent revocations will be borne by the Company. The Company estimates that the total expenditures relating to the Company’s solicitation of consent revocations (other than salaries and wages of officers and employees) will be approximately $[●], of which approximately $[●] has been spent as of the date hereof. In addition to solicitation by mail, directors, officers and other employees of the Company may, without additional compensation, solicit consent revocations in person, or by telephone, facsimile, email, internet, text messaging, or other forms of electronic communication.

EachThe Company has retained Harkins Kovler, LLC as proxy solicitors, at a fee estimated not to exceed $[●], plus reasonable out-of-pocket expenses, to assist in this solicitation of our non-employee directors is paid an annual cash retainer of $10,000, paid quarterly in arrears, for their services to the Company.revocations. In addition, directors are issued shares of common stock pursuant to our 1996 Directors Stock Participation Plan, as amended, and are granted stock options to purchase common stock pursuant to our 2000 Directors Stock Option Plan, both as described below. In addition, the Chairman of the Board, if a non-employee, is paid fees for the additional responsibilities and time commitments required of him. These fees are equal to an additional $5,000 cash retainer, in addition to the amount noted aboveuse of the mails, revocation requests may be solicited by Calmare by facsimile, telephone, email and an additional $500 for each Board meeting attended.

Each non-employee director isother electronic channels of communications, in-person discussions and by advertisements. Harkins Kovler, LLC will also paid $1,000 for each Board meeting attendedassist Calmare in Calmare’s communications with its stockholders with respect to the Consent Revocation Statement and $500 for each committee meeting attended. All directors are reimbursedsuch other advisory services as may be requested from time to time by Calmare. The Company will reimburse brokerage houses, banks, custodians and other nominees and fiduciaries for out-of-pocket expenses incurred in forwarding Calmare’s Consent Revocation Statement materials to, attend Board and committee meetings.

On the first business day of January, each non-employee director who had been elected by the stockholders and had served at least one full year as a director was issued a number of shares of common stock equalobtaining instructions relating to the lesser of $15,000 divided by the per share fair market value of such stock on the issuance date, or 2,500 shares. If a non-employee director were to leave the Board after serving at least one full year, but prior to the January issuance date, we will issue shares of common stock to the director on a pro-rata basis up to the termination date.

Non-employee directors were granted 10,000 fully vested, non-qualified stock options to purchase our common stock on the date the individual was first elected as a director, whether by the stockholders or by the Board, and were granted 10,000 options on the first business day of January thereafter, provided the individual was still a director. The stock options granted were at an exercise price not less than 100%materials from, beneficial owners of the fair market valueShares. In addition, Harkins Kovler, LLC and certain related persons will be indemnified against certain liabilities arising out of or in connection with the common stock atengagement. Harkins Kovler, LLC has advised the grant date and had a term of five (5) years from date of grant; options granted under earlier, now expired plans had ten year terms. If an individual’s directorship terminated because of death or permanent disability, the stock options may be exercised within one year after termination. If the termination was for any other reason, the stock options may be exercised within 180 days after termination. However, the Board had the discretion to amend previously granted stock options to provideCompany that such stock options may continue to be exercisable for specified additional periods following termination. In no event may a stock option be exercised after the expirationapproximately [●] of its term.

The following table summarizesemployees will be involved in the total compensation awarded to, earnedsolicitation of revocations by or paid by us for services rendered during fiscal year ended December 31, 2015, to the non-employee Board of Director members:

⁽¹⁾ In 2015, Mr. Roehrich received $10,000 in cash. No other cash payments were made to Directors for fees during 2015.

⁽²⁾ Each director servingHarkins Kovler, LLC on January 2, 2016 received a stock option for 10,000 shares of common stock for services rendered during 2015 in August 2016 at $0.1427 per share under the 2016 Stock Option Plan approved by the Board of Directors in August 2016. We estimated the fair value of stock awards at $0.1427 per share using the Black-Scholes option valuation model with expected life of 5 years, risk free interest rate of 0.57%, volatility of 124.78% and dividend yield of 0.

⁽³⁾ Each director serving on January 2, 2016 received 2,500 shares of common stock for services rendered during 2015. The fair market value of the stock was $0.19 per share.

⁽⁴⁾ Mr. Brennan served as Chairman since May of 2012.

Outstanding Equity Awards at October 7, 2016 to Non-Employee Directors

⁽¹⁾ These stock options were granted pursuant to our 2000 Directors Stock Option Plan. The shares were vested immediately on issuance.

⁽²⁾ These stock options were granted pursuant to our 2011 Employees’ Directors’ and Consultants’ Stock Option Plan. The shares were vested immediately on issuance.

⁽³⁾ These stock options were granted pursuant to our 2016 Stock Option Plan. The shares were vested immediately on issuance.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE

Our Board of Directors determined that when a director’s services are outside the normal duties of a director, we compensate the director at the rate of $1,000 per day, plus expenses, which is the same amount we pay a director for attending a one-day Board meeting. We classify these amounts as consulting expenses, included in personnel and other direct expenses relating to revenues.

On October 15, 2015, the Company entered into a consulting agreement with VADM Robert T. Conway, Jr., USN, Ret. (the “Admiral”), a member of the Company’s Board of Directors. The agreement is for one year and includes compensation of a monthly retainer fee of $7,500 and a five year warrant to purchase 167,000 shares of common stock of the Company, fully vested on the date of issuance, at a strike price of $.60 per share with an aggregate estimate fair value of $33,734. As a result of this agreement, the Board of Directors has determined that the Admiral is no longer an independent directorbehalf of the Company.

Four of CTI’s Board Directors - Howard, O’Connell, Roehrich, and Yarbro - are considered to be independent directors.

REPORT OF THE COMPENSATION COMMITTEE

This report of the Compensation Committee (the “Committee”) shall not be deemed incorporated by reference by any general statement incorporating the Proxy Statement by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 (collectively the “Acts”), except to the extent that CTI specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

CTI's compensation program consists of base salary, bonus, stock options, other incentive awards and other benefits, which the Committee generally reviews annually. The Committee's overall philosophy is to align compensation with our business strategy and to support achievement of our long-term goals. In order to attract and retain competent executives, we believe it is essential to maintain an executive compensation program that provides overall compensation competitive with that paid to executives with comparable qualifications and experience.

We have reviewed and discussed with management certain Executive Compensation and Compensation Discussion and Analysis provisions to be includedParticipants in the Company’s Annual Report on Form 10-K, filed pursuant toSolicitation of Consent Revocations

Under applicable regulations of the Exchange Act, as amended (the “Annual Report”). Based onSEC, four of the reviewsCompany’s five directors and discussions referred to above, we recommended to the Boardtwo executive officers of Directors that the Executive Compensation and Compensation Discussion and Analysis provisions referred to above be includedCompany are deemed “participants” in the Company's Annual Report.Company’s Consent Revocation Statement. Please refer to Appendix A for information about our directors and executive officers who may be deemed to be participants.

Submitted by the Compensation Committee of the Board of DirectorsAPPRAISAL RIGHTS

Carl O’Connell (Chairman)

Stan Yarbro

Steven RoehrichHolders of Shares do not have appraisal rights under the DGCL in connection with this solicitation of consent revocations.

REPORTCURRENT DIRECTORS OF THE AUDIT COMMITTEECOMPANY

The Audit Committee has reviewed and discussed with management our audited financial statements as of and for the year ended December 31, 2015 as well as our Annual Report on Form 10-K, prior to those reports being filed. The Audit Committee has reviewed and discussed with management our Quarterly Reports on Form 10-Q for the year ended December 31, 2015, before those reports were filed.

The Audit Committee discussed with our independent registered accountants, Mayer Hoffman McCann, CPA’s, the New York Practice of Mayer Hoffman McCann P.C., (“MHM”), the matters required to be discussed under the rules adopted by the Public Company Accounting Oversight Board (“PCAOB”).

The Audit Committee received the written disclosures from MHM required by the applicable requirements of the PCAOB concerning independence. The Audit Committee discussed with MHM their independence from management and from CTI.

The Audit Committee discussed with MHM the overall scope, plans and budget for its audit. In addition, the Audit Committee meets with MHM regularly, with or without management present, to discuss the results of MHM’s examination, evaluation of CTI's internal controls, and the overall quality of CTI’s financial reporting.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements as of and for the years ended December 31, 2015 and 2014 be included in our Annual Report on Form 10-K for the year ended December 31, 2015.

Audit Committee:

Stan Yarbro (Chairman)

Rustin Howard

Steve Roehrich

EXECUTIVE OFFICERS

Listed below are the Company’s Executive Officers and their respective backgrounds.

Conrad Mir, 4849, has been a director, President and Chief Executive Officer of the Company since October 2013. He has over twenty years of investment banking, financial structuring, and corporate reengineering experience. He has served in various executive management roles and on the Board of Directors of several companies in the biotechnology industry. From December 2012 until September 2013, Mr. Mir served as the Chief Financial Officer of Pressure BioSciences, Inc., (OTCQB: PBIO), a sample preparation company advancing its proprietary pressure cycling technology. From June 2011 until October 2012, Mr. Mir was Chairman and Chief Executive Officer of Genetic Immunity, Inc., a plasmid, DNA company in the HIV space. From November 2008 until May 2011, Mr. Mir served as Executive Director of Advaxis, Inc., (OTCQB: ADXS), a vaccine biotechnology company. Over the last ten years, he was responsible for raising more than $40 million in growth capital and broadening corporate reach to new investors and current shareholders. Mr. Mir has worked for several investment banks including Sanford C. Bernstein, First Liberty Investment Group, and Nomura Securities International. He holds a BS/BA in Economics and English with special concentrations in Mathematics and Physics from New York University.

We believe Mr. Mir’s qualifications to serve on our Board of Directors include his proven track record in executive management in biotechnology and medical device companies, capital raising, financial instrument structuring and corporate reengineering.

Peter Brennan,CFA,62, has been a director of the company since June 2011. Mr. Brennan is a New York based investor who has worked over 30 years in the investment management business as an analyst and portfolio manager. In 2004 he founded Damel Investors LLC, a private partnership which invests in small technology companies. Mr. Brennan received his MBA from the University of Chicago in 1979 and his BA from Haverford College in 1977. He is a member and past Chairman of the Corporate Governance Committee of the New York Society of Security Analysts and received the 2001 Volunteer of the Year award from the NYSSA. Mr. Brennan was a member of the US Advocacy Committee of the CFA Institute and was a founding member of the Capital Markets Policy Council of the CFA Institute for Market Integrity, the global advocacy committee of the CFA Institute.

We believe Mr. Brennan’s qualifications to serve on our Board of Directors include expertise in working with small medical device companies as well as his experience in the investment community and as an investor in the pharmaceutical, medical device and health care industries.

Rustin R. Howard,61, has been a director of the company since October 2007. Mr. Howard is the chairman of the Board of Directors of Deep Gulf, Inc., which builds energy transportation systems and associated facilities to serve niche economies. Mr. Howard also serves on the Board of Directors of Silver Bullet Technology, Inc. Silver Bullet, builds and sells software for the banking and payment processing industry. In 1990, he founded and served as Chief Executive Officer and Chairman of the Board of Directors of Phyton, Inc., the world leader in the use of proprietary plant cell fermentation technology, that is used for production of paclitaxel, the active ingredient of Bristol-Myers Squibb’s (NYSE:BMY) multi-billion dollar anticancer drug, Taxol^®. Phyton was sold to DFB Pharmaceuticals, Inc. in 2003. Previously, Mr. Howard served as President and Chief Executive Officer of BioWorks Inc., a biotechnology company he founded to develop, produce, and sell products that replace chemical pesticides. Mr. Howard earned his MBA from Cornell University’s Johnson Graduate School of Management, where he focused his studies on entrepreneurship, and managing innovation and technology.

We believe Mr. Howard’s qualifications to serve on our Board of Directors include his expertise in biotechnology and product development as well as his experience in technology and high-growth business development.

Carl D. O’Connell, 54, has been a director of the Company since January 2013, having served as its President and Chief Executive Officer from November 2012 to September 2013. Mr. O’Connell has 30 years of experience in the healthcare field and 20 years as a leader in the medical device arena. Prior to joining the Company, Mr. O’Connell held executive positions for top global medical device and Fortune 500 companies. He recently served as President and Chief Executive Officer for the US Healthcare Division MedSurg for ITOCHU, a Japanese conglomerate, Vice President of Global Marketing for Stryker Spine, and President of Carl Zeiss Surgical, the market leader in optical digital solutions for Neurosurgery, Spine, Ophthalmology, ENT and Dentistry.

We believe Mr. O’Connell’s qualifications to serve on our Board of Directors include his proven track record in commercializing medical technologies as well as building effective and profitable sales and distribution organizations.

Stanley K. Yarbro, Ph.D., 68, has been a director of our Company since March 2012. Mr. Yarbro has extensive experience in market development of high technology solutions to a worldwide customer base. He recently retired as executive vice president, worldwide field operations, for Varian Semiconductor Equipment Associates, a position he had held since 2004. Prior to Varian, Mr. Yarbro served in various executive capacities at KLA-Tencor Corporation, in the semi-conductor industry. He currently serves on the board Carbon Design Innovations and has previously served on the boards of FSI International, Electrogas, Inc. and Molecular Imaging where he worked closely with the organizations to develop and improve sales, product and marketing strategies. Mr. Yarbro holds a Ph.D. in Analytical Chemistry from Georgia Institute of Technology and a B.S. in Chemistry from Wake Forest University.

Although we originally believed that Stanley Yarbro was qualified to serve on our Board of Directors, his subsequent actions, some of which are described in this Consent Revocation Statement, lead us to believe that his service on the Board is not in the best interests of the Company and its shareholders. 

NAMED EXECUTIVE OFFICERS OF THE COMPANY

Conrad Mir, 49, has been a director, President and Chief Executive Officer of the Company since October 2013. He has over twenty years of investment banking, financial structuring, and corporate reengineering experience. He has served in various executive management roles and on the Board of Directors of several companies in the biotechnology industry. From December 2012 until September 2013, Mr. Mir served as the Chief Financial Officer of Pressure BioSciences, Inc., (OTCQB: PBIO), a sample preparation company advancing its proprietary pressure cycling technology. From June 2011 until October 2012, Mr. Mir was Chairman and Chief Executive Officer of Genetic Immunity, Inc., a plasmid, DNA company in the HIV space. From November 2008 until May 2011, Mr. Mir served as Executive Director of Advaxis, Inc., (OTCQB: ADXS), a vaccine biotechnology company. Over the last ten years, he was responsible for raising more than $40 million in growth capital and broadening corporate reach to new investors and current shareholders. Mr. Mir has worked for several investment banks including Sanford C. Bernstein, First Liberty Investment Group, and Nomura Securities International. He holds a BS/BA in Economics and English with special concentrations in Mathematics and Physics from New York University.

Thomas P. Richtarich 64,, 65, Chief Financial Officer, joined the Company in January 2016. Mr. Richtarich has held roles in corporate financial management for public and privately held companies for over twenty years. Prior to joining CTI, Mr. Richtarich has run his own consulting firm, serving as the Chief Financial Officer for his clients and providing assistance to clients in the areas of financial management, strategic planning, capital fund raising, compensation/benefits, talent management and marketing. During 2014 through 2015, Mr. Richtarich served as Director of Finance, Human Resources, and Administration and Chief Financial Officer of ReadMe Systems, Inc., a privately held company, where his efforts led to a revitalization of the company through capital raises and employee recruitment. From 2009 through 2013, Mr. Richtarich served as Director – Human Resources and Administration and Corporate Secretary of TranSwitch Corporation, a public company. During this tenure, Mr. Richtarich managed strategic restructuring, compliance with SEC requirements, benefits programs, and talent acquisition. Mr. Richtarich began his professional career with Southern New England Telephone in various positions in strategic planning, marketing and sales each providing him with progressively increasing management and leadership responsibilities. Mr. Richtarich received his Bachelor of Arts in Political Science from Fairfield University and his Master’s in Business Administration from the University of Connecticut Graduate School of Business.

Christine Chansky, MD, JD, FCLM, 48,Chief Regulatory Officer, joined the Company in January 2016.Dr. Chansky has been a licensed, practicing physician and attorney for over 20 years. She has a comprehensive background in global regulatory affairs and regulatory law with a proven track of applying expertise in R&D, pharmacovigilance, regulatory, compliance, clinical development and global medical affairs. Her multiple therapeutic expertise in immunotherapy, oncology, infectious disease and hematology, has allowed her to leverage her extensive relationships with the U.S. Food and Drug Administration and resulted in the successful submissions of over fifteen investigational new drug applications (IND's), new drug applications (NDA's), and biologics license applications (BLA's). Prior to her new position with CTI, she served as Chief Regulatory Counsel and Chief Clinical Officer for BioTest Pharmaceuticals where she was responsible for the development and review of all regulatory strategies, submissions and compliance, clinical development plans, trial design, launch campaigns and educational materials. Contemporaneously, she was the Medical Director of her private medical practice, Emergency Medical Care N.Y. & STAT Medical Associates in New York City. Prior, she held senior executive regulatory positions in such notable companies as Aventis, Johnson & Johnson, Glaxo Wellcome and Roche Holdings A.G. Dr. Chansky is a licensed medical doctor in New York and a licensed attorney in New Jersey. She was an adjunct assistant professor of global regulatory affairs at Temple University, and is Board Certified as a Fellow of the American College of Legal Medicine. She received her bachelor’s degree, magma cum laude, from Georgetown University, and her medical degree from Georgetown University. Dr. Chansky received her law degree from Seton Hall University.CORPORATE GOVERNANCE

Board Independence

Three of members of the Board – Rustin Howard, Carl O’Connell, and Stanley Yarbro - are considered to be independent directors.

Stephen J. D’Amato, MD, FACEP, 68,Chief Medical Officer, joinedBoard Meetings

The Board currently consists of five members. During fiscal year 2016, the Company in September 2015.Dr. D’Amato has been practicing medicine in Rhode Island for 35 years. OverBoard met six times. Each director attended not less than 75% of the past six years, he has beenaggregate number of meetings, and the foremost Calmare^®Pain Therapy Device practitioner with over 1000 patients treated in his medical practice. His efforts with Calmare have established new innovative ways of treating many different chronic pain diagnoses including Chemotherapy-induced Peripheral Neuropathy (CIPN), Complex Regional Pain Syndrome (CRPS), Failed Back Surgery Syndrome (FBSS) and Phantom Limb Pain Syndrome. Dr. D’Amato will oversee all medical treatment issues and research topics regarding Calmare, globally. Prior to Calmare, he was the medical director and staff physician at North Providence Medical Services in North Providence, Rhode Island. During that time, he was a Clinical Assistant Professor of Emergency Medicine at the Boston University School of Medicine, Roger Williams Medical Center Campus in Providence, RI. He has beencommittees on which they served after becoming a member of the medical staff of St. Joseph Hospital’s Fatima Unit and Medical Director of Mineral Spring Primary Care Associates, both in North Providence, RI. Dr. D’Amato received his medical degree from the University of Padua – Italy in 1976. He is a licensed medical doctor in Rhode Island, Massachusetts and Florida. He attained Fellow status after his first board certification process in Emergency Medicine, and was granted “lifelong status” after his third certification as a FellowBoard or committee.

Committees of the American CollegeBoard

The Board has three committees, with current membership as follows:

During the fiscal year ended December 31, 2016, the board of Emergency Physicians (FACEP). Hedirectors met six times.

The Audit Committee held six meetings during the fiscal year ended December 31, 2016. The Compensation Committee held one meeting in conjunction with Board meetings in 2016. The Nominating and Corporate Governance committee each held one meeting during fiscal year ended December 31, 2016. We expect all directors to attend the next Annual Meeting barring unforeseen circumstances or irresolvable conflicts.

Audit Committee

The function of the Audit Committee is to assist the Board in fulfilling its responsibility to the shareholders relating to our corporate accounting matters, financial reporting practices, and the quality and integrity of our financial reports. The Audit Committee’s purpose is to assist the Board with overseeing:

The Audit Committee is to be comprised of not less than three independent directors. The Board has determined that each member of the Audit Committee is an independent director in accordance with applicable legal or regulatory requirements. It has also a managing partnerdetermined that each member is financially literate. Its members have identified Mr. Howard as an audit committee financial expert, as so defined by the SEC.

Compensation Committee

The purpose of CALMARxthe Compensation Committee is to:

The Compensation Committee is to be comprised of not less than three of our independent directors. The Board has determined that each member of the Compensation Committee is an independent director in accordance with applicable legal or regulatory requirements.

Nominating and Corporate Governance Committee

The purpose of the Nominating Committee is to:

The Nominating Committee is to be comprised of not less than three independent directors. The Board has determined that each member of the Nominating Committee is an independent director in accordance with applicable legal or regulatory requirements.

The Nominating Committee will consider nominees recommended by shareholders but have not designated any special procedures shareholders need to follow to submit those recommendations. The Nominating Committee has not designated any such procedures because as discussed below under the heading “Shareholder Communications with Directors,” shareholders are free to send written communications directly to the Board, committees of the Board, and/or individual directors, at our corporate address in care of our Secretary.

Corporate Governance

The Company’s Corporate Governance Principles, Corporate Code of Conduct, the Committee Charters for the Audit Committee and the Nominating and Corporate Governance Committee of the Board of Directors, the unofficial restated Certificate of Incorporation and the Bylaws are all available on our website atwww.calmaretherapeutics.com/investors/governance.html.

CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS

As of December 31, 2016, and December 31, 2015, the Company has $431,300 and $308,400, respectively, owed in fees to current directors, which are accounts payable.

As of December 31, 2016, and December 31, 2015, $2,598,980 of the outstanding notes payable were payable to related parties; $2,498,980 to the Chairman of our Board, Peter Brennan, and $100,000 to another director, Stan Yarbro. Accrued interest on these Notes, which are in categorized as accrued liabilities, was $615,000 and $28,000, respectively as of December 31, 2016, and $465,000 and $22,000, respectively, as of December 31, 2015. In addition, the Company has recorded additional interest on Mr. Brennan’s Notes, pending negotiations, of $1,432,000 as of December 31, 2016, and $1,007,000 as of December 31, 2015.

On September 15, 2015, the Company announced the appointment of Stephen J. D’Amato, M.D. as chief medical officer of the Company. During 2010, Calmar Pain Relief, LLC, purchased 10 Calmare devices from the Company for an aggregate purchase price of $550,000. Additionally, during 2016 and 2015, Calmar Pain Relief purchased certain supplies from the Company totaling $3,200 and $1,900, respectively. Dr. D’Amato is one of the managing members of Calmar Pain Relief, LLC.

On October 15, 2015, the Company entered into a consulting agreement with VADM Robert T. Conway, Jr., U.S. Navy, (Ret) (the “Admiral”), a former member of the Company’s Board of Directors. The agreement is for one year and includes compensation of a monthly retainer fee of $7,500 and a five-year warrant to purchase 167,000 shares of common stock of the Company, fully vested on the date of issuance, at a strike price of $.60 per share. As a result of this agreement, the Board of Directors determined that the Admiral is no longer an independent director of the Company. On January 19, 2017, the Admiral resigned from the Board of Directors. As of January 19, 2017, the Company has $30,000 in West Warwick, RI.consulting fees payable to the Admiral.

EXECUTIVE COMPENSATIONCOMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Compensation DiscussionSection 16(a) of the Securities Exchange Act of 1934, as amended, requires that our directors and Analysisexecutive officers and persons who beneficially own more than 10% of our common stock (referred to herein as the “reporting persons”) file with the SEC various reports as to their ownership of and activities relating to our common stock. Such reporting persons are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based solely upon a review of copies of Section 16(a) reports and representations received by us from reporting persons, and without conducting any independent investigation of our own during the fiscal year ended December 31, 2016, all such reports were timely filed.

STOCKHOLDER COMMUNICATIONS WITH DIRECTORS

Stockholders and other interested parties may send correspondence by mail to the full Board or to individual directors. Shareholders should address such correspondence to the Board or the relevant Board members in care of: Calmare Therapeutics Incorporated, 1375 Kings Hwy., Suite 400, Fairfield, CT 06824, Attention: Secretary.

All such correspondence will be compiled by our Secretary and forwarded as appropriate. In general, correspondence relating to corporate governance issues, long-term corporate strategy or similar substantive matters will be forwarded to the Board, one of the committees of the Board, or a member thereof for review. Correspondence relating to the ordinary course of business affairs, personal grievances, and matters as to which we tend to receive repetitive or duplicative communications are usually more appropriately addressed by the officers or their designees and will be forwarded to such persons accordingly.

COMPENSATION DISCUSSION AND ANALYSIS

We have a standing Compensation Committee on our Board. Our President, or in the absence of a President, our Chief Executive Officer, makes recommendations to the committee as to employee benefit programs and officer and employee compensation. The Company’s compensation program consists of base salary, bonus, stock options, other incentive awards and other benefits, which the Committee generally reviews annually. The Committee'sCommittee’s overall philosophy is to align compensation with our business strategy and to support achievement of our long-term goals. In order to attract and retain competent executives, we believe it is essential to maintain an executive compensation program that provides overall compensation competitive with that paid to executives with comparable qualifications and experience. The Committee annually reviews all compensation plans to assure effectiveness and fiduciary responsibility.

Components of Compensation Program

Annual Base Salary.The Company provides officers and other employees with base salary to compensate them for services rendered during the fiscal year. Base salary ranges for officers are determined for each executive based on his or her position and responsibility using a)(i) market data, b)(ii) an internal review of the executive’s compensation, both individually and relative to other executive officers, and c)(iii) the individual performance of the executive.

Incentive Stock Options. In August 2016, the Board approved the 2016 Stock Option Plan. This Plan gives the Board the capability to promote high performance and achievement of corporate goals by all employees, encourage the growth of shareholder value, and allow all employees to participate in the long-term growth and profitability of the Company. At the Company’s Annual Meeting on November 9, 2016, the proposal to approve the 2016 Stock Option Plan did not receive the affirmative vote of a majority of outstanding shareholders. No options were issued in 2017. In 2018, the Board will consider the adoption of a 2018 Stock Option Plan.

Annual Cash Bonus. In addition to the competitive annual base salary, we intend to reward executive officers each year for the achievement of specific goals, which may be financial, operational or technological. We consider objectively measurable goals, such as obtaining new investment capital, negotiating valuable contracts and achieving research and regulatory milestones, and more subjective goals, such as quality of management performance and consistency of effort. CTI'sThe Company’s objectives include operating, strategic and financial goals the board considers critical to CTI’sthe Company’s overall goal of building shareholder value. Our recommendations for cash bonuses also take into account CTI’sthe Company’s liquidity and capital resources in any given year.

In August 2015, the Compensation Committee of the Board of Directors reviewed the performance of the Chief Executive Officer over the previous 1218 months. Based on this performance, the Committee, which included Stanley Yarbro, recommended that the Board award the Chief Executive Officer 40% of the allowable bonus, which amounted to $53,000. The Committee, which included Stanley Yarbro, also recommended that the Board extend the contract of the Chief Executive Officer until September 30, 2016. Both recommendations were approved by the Board, which included two of the Minority Complaining Stockholders: Robert Conway and Stanley Yarbro.

In November 2016, the Compensation Committee of the Board of Directors reviewed the performance of the Chief Executive Officer over the previous 18 months. Based on this performance, the Committee, which included Stanley Yarbro, recommended that the Board award the Chief Executive Officer 20% of the allowable bonus, which amounted to $54,000. The Committee, which included Stanley Yarbro, also recommended that the Board extend the contract of the Chief Executive Officer. Both recommendations were approved by the Board.

Benefits. The Company provides executive officers with retirement and other personal benefits. These include medical, dental, vision, life, AD&D, short-term disability and long-term disability insurance, as well as a Company sponsored 401(k) plan. The Committee believes that these benefits are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain superior employees for all positions. Officers are eligible to receive the same health and welfare benefits that are generally available to other employees and they contribute to their benefit premium on the same terms as other employees under the same plan and level of coverage.

Assessment of Risk. In the design of executive compensation plans, the Committee considers the desired behavior the Committee wants to incent and how that behavior relates to increasing shareholder value. The Committee does not feel that there are any compensation-related risks that are reasonably likely to have a material effect on the Company.

The annual base salaries and annual cash bonus targets for our current executive officers are shown in the table below.

*     Mr. Mir has deferred and accrued a total of nine and a half months of salary that has not been paid by the Company.

**   Mr. Richtarich has deferred and accrued a total of nine and a half months of salary that has not been paid by the Company so as not to burden the Company.

The following table summarizes the total compensation awarded to, earned by or paid by us for services rendered by the 4 highest paid ($100,000 or more) employees that served during the years ended December 31, 2015, December 31, 2014,2016 and December 31, 2013.2015.