UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☒ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to |
| CYCLO THERAPEUTICS, INC. |
(Name of Registrant as Specified in Its Charter)
________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ | No fee required. |
☐ | Fee paid previously with preliminary materials |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on ______ __, 2023
Dear Stockholders of Cyclo Therapeutic, Inc.:
We are pleased to invite you to attend our 2023 Annual Meeting of Stockholders to be held on ______ __, 2023, at 10:00 a.m. Eastern Daylight Time at the offices of Fox Rothschild LLP, located at 101 Park Avenue, 17th Floor, New York, New York 10178 (the “Annual Meeting”). The Annual Meeting is being held for the following purposes:
1. | To elect eight directors to our Board of Directors to serve until the next Annual Meeting of Stockholders or until their successors have been duly elected or appointed and qualified; |
2. | To approve, for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d), the exercise in full of that certain Warrant to purchase 2,514,970 shares of our Common Stock that we issued to Rafael Holdings, Inc. | (“Rafael”) on May 2, 2023; | |
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To approve, for purposes of | issuance and sale to Rafael of 4,000,000 shares of our Common Stock and a Warrant to purchase an additional 4,000,000 shares of our Common Stock, pursuant to a Securities Purchase Agreement we entered into with Rafael Holdings, Inc. on June 1, 2023, and the exercise of such Warrant; |
Payment of Filing Fee (Check the appropriate box):
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6. | To transact such other business that may properly come before the Annual Meeting or any adjournment or postponement thereof. |
CTD Holdings, Inc.
16714 NW 16th Street, Suite BGainesville, Florida 32563NOTICE OF SPECIAL MEETING OF SHAREHOLDERSTo Be Held on May __, 2018
To Our Shareholders:
You are cordially invited to attend a Special MeetingBoard of Shareholders of CTD Holdings, Inc. (the “Company”) to be held on May __ 2018, at 10:00 a.m., Eastern Standard Time, at Hyatt Regency Orlando International Airport, 9300 Jeff Fuqua Blvd, Orlando, Florida 32827, for the following purposes:
1. To approve an amendment to the Company’s Articles of Incorporation increasing the number of authorized shares of common stock from 100,000,000 shares to 500,000,000 shares;
2. To approve an amendment to the Company’s Articles of Incorporation deleting references to the Series A Preferred Stock, which is no longer outstanding;
3. To approve an amendment to the Company’s Articles of Incorporation deleting Article XII, which provides the Company’s shareholders with a right of first refusal on shares of common stock issued to the Company’s founder.
4. To transact such other business as may properly come before the special meeting or any adjournment or postponement thereof.
Shareholders of record atDirectors has fixed the close of business on April 4, 2018 are entitled to notice and to______ __, 2023 as the record date for the Annual Meeting. Only stockholders of record as of ______ __, 2023 may vote at the special meeting andAnnual Meeting or any adjournmentpostponements or postponementadjournments of the meeting. This notice of annual meeting, proxy statement, and form of proxy are being made available on or about June __, 2023.
Your vote is important. Whether or not you plan to attend the special meeting, it is important thatAnnual Meeting, we would like for your shares to be represented and voted at the meeting. Therefore, I urge you to promptlyrepresented. Please vote and submit your proxy by phone,as soon as possible via the Internet, telephone, or by signing, dating and returning the enclosed proxy card in the enclosed envelope. If you decide to attend the special meeting, you will be able to vote in person, even if you have previously submitted your proxy.mail.
By Order of the Board of Directors
N. Scott FineChairman of the Board andChief Executive OfficerApril __, 2018
Sincerely, |
N. Scott Fine |
CTD HOLDINGS, INC.June __, 2023
Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholder Meeting To Be Held on ______ __, 2023: This Proxy Statement, along with the Annual Report on Form 10-K for the fiscal year ended December 31, 2022, is available at the following website: www.proxyvote.com.16714 NW 16th Street, Suite BGainesville, Florida 32563
PROXY STATEMENT
Special Meeting of Shareholders to be held on May __, 2018CYCLO THERAPEUTICS, INC.
The2023 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On ______ __, 2023
TABLE OF CONTENTS
Page
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING | 2 |
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE | 7 |
EXECUTIVE COMPENSATION | 14 |
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 17 |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 18 |
PROPOSAL ONE: ELECTION OF DIRECTORS | 21 |
PROPOSAL TWO: APPROVAL OF THE EXERCISE IN FULL OF A WARRANT TO PURCHASE 2,514,970 SHARES OF OUR COMMON STOCK HELD BY RAFAEL HOLDINGS, INC. | 22 |
PROPOSAL THREE: APPROVAL OF THE SALE AND ISSUANCE TO RAFAEL HOLDINGS INC. OF 4,000,000 SHARES OF OUR COMMON STOCK AND A WARRANT TO PURCHASE AN ADDITIONAL 4,000,000 SHARES OF OUR COMMON STOCK, AND THE EXERCISE OF SUCH WARRANT | 23 |
PROPOSAL FOUR: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 25 |
PROPOSAL FIVE: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS | 26 |
AUDIT COMMITTEE REPORT | 27 |
OTHER MATTERS | 27 |
PROXY STATEMENT
FOR 2023 ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 10:00 a.m. Eastern Standard Time on ______ __, 2023
This proxy statement and the enclosed form of proxy is solicited on behalfare furnished in connection with the solicitation of theproxies by our Board of Directors (the “Board” or “Board of CTD Holdings, Inc., a Florida corporation (the “Company”Directors”), for use at the special2023 annual meeting of shareholders tostockholders of Cyclo Therapeutics, Inc., a Nevada corporation, and any postponements, adjournments or continuations thereof (the “Annual Meeting”). The Annual Meeting will be held on May______ __, 2018,2023 at 10:00 a.m., Eastern StandardDaylight Time or at any adjournment or postponementthe offices of the meeting, for the purposes set forthFox Rothschild LLP, located at 101 Park Avenue, 17th Floor, New York, New York 10178. References in this proxy statement and inProxy Statement to “we,” “us,” “our,” the accompanying Notice of Special Meeting.“Company” or “Cyclo Therapeutics” refer to Cyclo Therapeutics, Inc.
The special meeting will be held at Hyatt Regency Orlando International Airport, 9300 Jeff Fuqua Blvd, Orlando, Florida 32827.
The Company intendsNotice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to mailaccess this proxy statementProxy Statement and accompanying proxy cardour Annual Report is first being mailed on or about AprilJune __, 20182023 to all shareholdersstockholders entitled to vote at the special meeting.Annual Meeting.
All expenses incurred in connection with this solicitation will be paid by the Company.THE INFORMATION PROVIDED IN THE “QUESTION AND ANSWER” FORMAT BELOW IS FOR YOUR CONVENIENCE ONLY AND IS MERELY A SUMMARY OF THE INFORMATION CONTAINED IN THIS PROXY STATEMENT. YOU SHOULD READ THIS ENTIRE PROXY STATEMENT CAREFULLY.
Purposes of the Special Meeting
The special meeting has been called for the following purposes:
1. To approve an amendment to the Company’s Articles of Incorporation increasing the number of authorized shares of common stock from 100,000,000 shares to 500,000,000 shares;
2. To approve an amendment to the Company’s Articles of Incorporation deleting references to the Series A Preferred Stock, which is no longer outstanding;
3. To approve an amendment to the Company’s Articles of Incorporation deleting Article XII, which provides the Company’s shareholders with a right of first refusal on shares of common stock issued to the Company’s founder; and
4. To transact such other business as may properly come before the special meeting or any adjournment or postponement thereof.
VOTING PROCEDURES
How You Can Vote
You may vote your shares by proxy or in person using one of the following methods:QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING
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A: | The proxy materials include this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 17, 2023 (the “Annual Report”). |
Q: | Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials? |
A: | In accordance with the |
Q: | What items will be voted on at the Annual Meeting? |
A: | Stockholders will vote on the |
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● | Approval of the issuance and sale to Rafael of 4,000,000 shares of our Common Stock and a Warrant to purchase an additional 4,000,000 shares of our Common Stock, pursuant to a Securities Purchase Agreement we entered into with Rafael Holdings, Inc. on June 1, 2023, and the exercise of such Warrant; |
● | Advisory approval of the compensation of our named executive officers, as disclosed in this Proxy Statement in accordance with the rules of the SEC; |
● | Ratification of the selection of WithumSmith+Brown, PC, as our independent registered public accounting firm for the year ended December 31, 2023; and |
● | Such other business as may properly come before the Meeting or any adjournments or postponements thereof. |
Q: | How does the Board of Directors recommend I vote on these proposals? |
A: | The Board of Directors unanimously recommends that the stockholders vote: |
● | FOR the election of the eight nominated directors; |
● | FOR the proposal to approve the exercise in full of the Warrant to purchase 2,514,970 shares of our Common Stock held by Rafael; |
● | FOR the proposal to approve the issuance to Rafael of 4,000,000 shares of our Common Stock and a Warrant to purchase an additional 4,000,000 shares of our Common Stock, pursuant to the Securities Purchase Agreement we entered into with Rafael Holdings, Inc. on June 1, 2023; |
● | FOR the proposal to approve the compensation of our named executive officers; |
● | FOR the ratification of the selection of WithumSmith+Brown, PC as our independent registered public accounting firm for the year ending December 31, 2023. |
With respect to any other matter that properly comes before the Meeting, the proxies will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion.
Q: | Who may vote at the Annual Meeting? |
A: | Stockholders of record as of the close of business on ______ __, 2023 (the “Record Date”) are entitled to receive notice of, to attend, and to vote at the Annual Meeting. As of the Record Date, there were 15,308,449 shares of our Common Stock issued and outstanding, held by approximately 255 holders of record. Each share of our Common Stock is entitled to one (1) vote on each matter. |
Q: | What is the voting requirement to approve each of the proposals? |
A: | The affirmative vote of a plurality of the votes cast at the Annual Meeting by stockholders entitled to vote thereon is required for the election of directors; only votes “FOR” or “WITHHELD” will affect the outcome. A plurality vote means that the directors who receive the most votes in an election, though not necessarily a majority, will be elected. |
For Proposals 2 and 3 concerning the securities that may be issued to or acquired by Rafael, Proposal 4 concerning executive compensation and Proposal 5 to ratify the selection of WithumSmith+Brown, PC, and any proposal to adjourn the Meeting or other matters that may properly come before the Meeting, the affirmative vote from holders of a majority of the shares present and entitled to vote thereon either in person or represented by proxy at the Annual Meeting will be required.
For Proposals 2,3 4 and 5, a properly marked “ABSTAIN” with respect to any such matter will not be voted, although it will be counted for purposes of determining the number of shares represented and entitled to vote in person or by proxy at the Meeting for purposes of determining the presence of a quorum. Accordingly, an abstention will not affect any proposal.
Q: | How many shares must be present or represented to conduct business at the Annual Meeting? |
A: | At the Annual Meeting, the presence in person or by proxy of a majority of the aggregate voting power of the stock issued and outstanding and entitled to vote at the Annual Meeting is required for the Annual Meeting to proceed. If you have returned valid proxy instructions or attend the Annual Meeting, your shares of Common Stock will be counted for the purpose of determining whether there is a quorum, even if you wish to abstain from voting on some or all matters at the meeting. |
Q: | If I am a stockholder of record, how do I vote? |
A: | If you are a stockholder of record, there are four ways to vote: |
● | At the Annual Meeting. You may vote in person at the |
Record Date and Voting Rights
The Board has fixed the close of business on April 4, 2018, as the record date for the determination of shareholders entitled to receive notice of and to vote at the special meeting and any adjournment or postponement of the special meeting. As of the close of business on April 4, 2018, the Company had outstanding 73,504,500 shares of common stock and 15,500 shares of Series B Convertible Preferred Stock. The holders of our common stock are entitled to one vote per share and the holders of our Series B Convertible Preferred Stock are entitled to 400 votes per share and vote with the holders of our common stock as a single group on all matters submitted to a vote of our holders of common stock. The presence at the special meeting, in person or by proxy, of the holders of a majority of the shares entitled to vote at the special meeting will constitute a quorum.
How You Can Vote Shares Held by a Broker, Bank or Other Nominee
If your shares are held in the name of a broker, bank or other nominee, you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. If your shares are not registered in your own name and you plan to vote your shares in person at the special meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the special meeting in order to vote.
For shares held in “street name” through a broker, bank or other nominee, the broker, bank or nominee may not be permitted to exercise voting discretion with respect to the matters to be acted upon. Thus, if you do not give your broker, bank or nominee specific instructions, your shares may not be voted on those matters and will not be counted in determining the number of shares necessary for approval.
How Your Proxy Will Be Voted
If you vote by proxy, the proxy holders will vote your shares in the manner you indicate. You may specify whether your shares should be voted for or against each of the proposed amendments to the Company’s Articles of Incorporation.
If the proxy card is signed and returned, but voting directions are not made, the proxy will be voted in favor of the proposals set forth in the accompanying “Notice of Special Meeting of Shareholders” and in such manner as the proxy holders named on the enclosed proxy card in their discretion determine upon such other business as may properly come before the special meeting or any adjournment or postponement thereof.
How You Can Revoke Your Proxy and Change Your Vote
Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted by:
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Your most current proxy card,Please note that the Internet and telephone or Internet proxy is the one thatvoting facilities will be counted.
Vote Required
Assuming the existence of a quorum, each of the proposals to amend our Articles of Incorporation will be approved if the votes cast for approval of the proposal constitutes a majority of the shares entitled to a voteclose at 11:59 p.m. Eastern Time (8:59 p.m. Eastern Daylight Time) on such proposal. Accordingly, abstentions and broker non-votes will have the same effect as votes against such proposals.
PROPOSAL NO. 1AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK
Overview
The Company’s board of directors has unanimously approved a proposal to amend its Articles of Incorporation to increase the authorized shares of common stock of the Company from 100,000,000 shares to 500,000,000 shares, subject to shareholder approval. The board has declared this amendment to be advisable and recommended that this proposal be presented to the Company’s shareholders for approval. The text of the form of proposed amendment to the Company’s Articles of Incorporation to increase the authorized shares of common stock of Company to 500,000,000 shares is attached to this proxy statement as Appendix A.
If the Company’s shareholders approve this Proposal, the Company expects to promptly file articles of amendment to the Company’s Articles of Incorporation with the Secretary of State of the State of Florida to increase the number of authorized shares of common stock. Upon filing, the articles of amendment to the Company’s Articles of Incorporation will increase the number of authorized shares of common stock from 100,000,000 to 500,000,000, and each outstanding share of Series B Convertible Preferred Stock will automatically and without further action be converted into 400 shares of our common stock.
Reasons for the Increase in Authorized Shares
As of April 4, 2018, the record date for the special meeting, the Company had an aggregate of 73,504,500 shares of common stock outstanding, 15,500 shares of Series B Convertible Preferred Stock outstanding convertible into an aggregate of 6,200,000 shares of common stock, and warrants to purchase an aggregate of approximately 22,300,478 additional shares of common stock. Accordingly, at present, the Company does not have sufficient authorized shares of its common stock to permit the conversion or exercise, as applicable, of its outstanding warrants and preferred stock. Moreover, the Company agreed with the October 2017 purchasers of its Series B Convertible Preferred Stock to use commercially reasonable efforts to increase the Company’s authorized shares of common stock to an amount sufficient to allow the Company to issue all of the shares of common stock issuable upon conversion of all outstanding shares of Series B Preferred Stock and exercise of all outstanding warrants.
In addition, although at present the Company has no commitments or agreements to issue additional shares of common stock, it desires to have additional shares available to provide additional flexibility to use its capital stock for business and financial purposes in the future. These purposes may include, among others:________ __, 2023.
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● | By Telephone. You may vote by proxy by calling the toll-free number found on the vote instruction form provided to you by your broker, bank, trustee, or other nominee. |
● | By Mail. You may vote by proxy by filling out the vote instruction form and returning it in the envelope provided to you by your broker, bank, trustee, or other nominee. |
Q: | What is the difference between a stockholder of |
A: | Stockholder of Record. If your shares are registered directly in your name with our transfer agent, vStock Transfer, LLC, you are considered the stockholder of record with respect to those shares, and the Notice or |
Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the “beneficial owner” of shares held in “street name,” and the Notice or these proxy materials were forwarded to you by that organization. The termsorganization holding your account is considered the stockholder of additionalrecord for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account.
Q: | How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions? |
A: | Brokerage firms and other intermediaries holding shares of our Common Stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on proposal three, the proposal to ratify the appointment of WithumSmith+Brown, PC, as our independent registered public accounting firm. Your broker will not have discretion to vote on our other proposal, which is a “non-routine” matter, absent direction from you, resulting in broker non-votes. |
Q: | Can I change my vote or revoke my proxy? |
A: | You may change your vote or revoke your proxy at any time prior to the taking of the vote at the Annual Meeting. |
If you are the stockholder of common stock will be identical to thoserecord, you may change your vote by (1) granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the currently outstandingmethods described above (and until the applicable deadline for each method), (2) providing a written notice of revocation to our Corporate Secretary at Cyclo Therapeutics, Inc., 6714 NW 16th Street, Suite B, Gainesville, FL 32653 prior to your shares ofbeing voted, or (3) attending the Company’s common stock. However, because holders ofAnnual Meeting and voting at the Company’s common stock have no preemptive rightsAnnual Meeting. Attendance at the Annual Meeting will not cause your previously granted proxy to purchasebe revoked unless you specifically so request or subscribe for any unissued stock ofvote in person at the Company, the issuance of any additional shares of common stock authorized as a result of the increase in the number of authorized shares of common stock will reduce the current shareholders’ percentage of ownership interest in the total outstanding shares of common stock.Annual Meeting.
Effects of the IncreaseFor shares you hold beneficially in Authorized Shares
Immediatelystreet name, you generally may change your vote by submitting new voting instructions to your broker, bank, trustee, or nominee following the filing the articles of amendment to our Articles of Incorporation increasing the number of authorized shares of common stock to 500,000,000, each outstanding share of Series B Convertible Preferred Stock will automatically and without further action be converted into 400 shares of our common stock. This would increase the total number of outstanding shares of common stockinstructions they provided, or, if you have obtained a legal proxy from 73,504,500 shares to 79,704,500 shares, and the number of authorized but unissued shares would increase to 420,295,500.
The proposed increase in the authorized number of shares of common stock could have a number of effects on the shareholders of the Company depending upon the exact nature and circumstances of any actual issuances of authorized but unissued shares. The increase could have an anti-takeover effect, in that additional shares could be issued (within the limits imposed by applicable law) in oneyour broker, bank, trustee, or more transactions that could make a change in control or takeover of the Company more difficult. For example, additional shares could be issued by the Company so as to dilute the stock ownership or voting rights of persons seeking to obtain control of the Company. Similarly, the issuance of additional shares to certain persons allied with the Company’ management could have the effect of making it more difficult to remove the Company’ management by diluting the stock ownership or voting rights of persons seeking to cause such removal.
The proposed amendment to Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 100,000,000 shares to 500,000,000 shares will be effective upon the filing of the articles of amendment with the Secretary of State of the State of Florida. The Company expects to file such proposed amendment promptly following approval of this Proposal.
Interest of Certain Persons
Our directors and officers as a group beneficially own an aggregate of 2,750 shares of Series B Convertible Preferred Stock, as set forth in greater detail in the table of Principal Shareholders below.
No Appraisals Rights
Under Florida law, shareholders will not be entitled to appraisal rights if we implement the increase in our authorized shares of common stock.
Vote Required; Recommendation of Company Board of Directors
Assuming the existence of a quorum, this proposal will be approved if the number of shares voted in favor of this Proposal No. 1 constitutes a majority of the shares entitled to a vote on the proposal. Accordingly, abstentions and broker non-votes will have the same effect as votes against this proposal, but will be counted for determining the existence of a quorum.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL NO. 1 TO AMEND THE ARTICLES OF INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK TO 500,000,000.
PROPOSAL NO. 2AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION TO DELETE
REFERENCES TO THE SERIES A PREFERRED STOCK
Overview and Reasons for Proposal
The Company’s board of directors has unanimously approved a proposal to amend its Articles of Incorporation to delete all references to the Series A Preferred Stock. In 2004, the Company created a series of Series A Preferred Stock consisting of a single share that was issued to C.E Rick Strattan, who was the Company’s Chairman and Chief Executive Officer at such time, in exchange for the surrender of 1,029,412 shares of common stock then owned by him. The Series A Preferred Stock hadnominee giving you the right to vote withyour shares, by attending the Annual Meeting and voting during the meeting.
Q: | If I submit a proxy, how will it be voted? |
A: | When proxies are properly dated, executed, and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, the shares will be voted in accordance with the recommendations of our Board of Directors as described above. If any matters not described in the Proxy Statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is postponed or adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have revoked your proxy instructions, as described below under “Can I change my vote or revoke my proxy?” |
Q: | How are proxies solicited for the Annual Meeting? |
A: | Our Board of Directors is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We may, on request, reimburse brokers or other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker, bank, or other nominee holds shares of our Common Stock on your behalf. In addition, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies. |
Q: | What should I do if I get more than one proxy or voting instruction card? |
A: | Stockholders may receive more than one set of voting materials, including multiple copies of the proxy materials and multiple Notices, proxy cards, or voting instruction cards. For example, stockholders who hold shares in more than one brokerage account may receive separate sets of proxy materials for each brokerage account in which shares are held. Stockholders of record whose shares are registered in more than one name will receive more than one set of proxy materials or one Notice. You should vote in accordance with all of the proxy cards and voting instruction cards you receive relating to our Annual Meeting to ensure that all of your shares are counted. |
Q: | I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials? |
A: | The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process is commonly referred to as “householding.” |
A single set of common stock on all matters submittedproxy materials may be delivered to a vote of shareholders, with shares of Series A Preferred Stock being entitledmultiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be householding communications to vote one more than one-half of all votes entitled to be cast by all holders of voting capital stock of the Company on any matter submitted to holders of common shares. In 2014, Mr. Strattan converted his share of Series A Preferred Stock into one million shares of our common stock. Accordingly, the Series A Preferred Stock isyour address, householding will continue until you are notified otherwise or until you notify your broker or us that you no longer outstanding.wish to participate in householding.
The Board does not anticipate a future scenario under which it would reissue the Series A Preferred Stock, and believes continued references in the Articles of Incorporation to the Series A Preferred Stock are confusing and should be deleted.
If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, you may (1) notify your broker, or (2) direct your written request to: Corporate Secretary, Cyclo Therapeutics, Inc., 6714 NW 16th Street, Suite B, Gainesville, FL 32653. Stockholders who receive multiple copies of the Company’s shareholders approve this Proposal, the articlesproxy statement or annual report at their address and would like to request householding of amendmenttheir communications should contact their broker. In addition, we will promptly deliver, upon written or oral request to the Company’s Articles of Incorporation to be filed with the Secretary of Stateaddress or telephone number above, a separate copy of the State of Florida upon the approval of Proposal No. 1 will delete the provisions of Article IVAnnual Report and Proxy Statement to a stockholder at a shared address to which a single copy of the Company’s Article of Incorporation setting forth the terms of the Series A Preferred Stock.documents was delivered.
Vote Required; Recommendation of Company Board of Directors
Q: | Where can I find the voting results of the Annual Meeting? |
Assuming the existence of a quorum, this proposal will be approved if the number of shares voted in favor of this Proposal No. 2 constitutes a majority of the shares entitled to a vote on the proposal. Accordingly, abstentions and broker non-votes will have the same effect as votes against this proposal, but will be counted for determining the existence of a quorum.
A: | We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL NO. 2 TO AMEND THE ARTICLES OF INCORPORATION TO DELETE REFERENCES TO THE SERIES A PREFERRED STOCK
Q: | What is the deadline to propose actions for consideration at next year’s Annual Meeting of Stockholders or to nominate individuals to serve as directors? |
A: | Stockholder Proposals: Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at our next annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 2023 Annual Meeting of Stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices no later than _______ __, 2024. If we hold our 2024 Annual Meeting of Stockholders more than 30 days before or after ______ __, 2023 (the one-year anniversary date of the 2023 Annual Meeting of Stockholders), we will disclose the new deadline by which stockholders proposals must be received in a press release or under Item 5 of Part II of our earliest possible Quarterly Report on Form 10-Q or a Current Report on Form 8-K. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and related SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. |
PROPOSAL NO. 3AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION TO DELETE ARTICLE XII, WHICH PROVIDES THE COMPANY’S SHAREHOLDERS WITH A RIGHT OF FIRST REFUSAL ON SHARES OF COMMON STOCK ISSUED TO THE COMPANY’S FOUNDER.
Overview and Reasons for Proposal
The Company’s board of directors has unanimously approved a proposal to amend its Articles of Incorporation to delete Article XII thereof. The Company was initially formed as a private company in 1990, and its initial Articles of Incorporation included Article XII, which reads in its entirety as follows:
ARTICLE XII. RESTRICTIONS ON TRANSFER OF STOCK.
Shares of capital stock of this Corporation shall be issued initially to the following persons and in the amounts set forth opposite their names:
Five Hundred Shares (500) – Charles Edward Strattan
Shares held by the initial shareholders listed above may not be resold or otherwise transferred to other persons unless first offered to the remaining shareholders or to the Corporation. The price and terms of which, and the time within which, those shares may be offered and sold shall be further specified by written agreement among all of the shareholders of this corporation.
The Board believes that Article XII is not appropriate or practical for a public company and that Article XII should therefore be deleted from the Company’s Articles of Incorporation. If the Company’s shareholders approve this Proposal, the articles of amendment to the Company’s Articles of Incorporation to be filed with the Secretary of State of the State of Florida upon the approval of Proposal No. 1 will delete Article XII of the Company’s Article of Incorporation.
Vote Required; Recommendation of Company Board of Directors
Assuming the existence of a quorum, this proposal will be approved if the number of shares voted in favor of this Proposal No. 3 constitutes a majority of the shares entitled to a vote on the proposal. Accordingly, abstentions and broker non-votes will have the same effect as votes against this proposal, but will be counted for determining the existence of a quorum.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL NO. 3 TO AMEND THE ARTICLES OF INCORPORATION TO DELETE ARTICLE XII THEREOF
PROPOSAL NO. 4:OTHER MATTERS
The Board of Directors does not know of any other matters which will be presented at the special meeting. If any other matters are properly brought before the special meeting, the proxy holders named on the enclosed proxy card will vote on such matter in accordance with their best judgment.
Proposals should be addressed to: | Cyclo Therapeutics, Inc. Attn: Corporate Secretary 6714 NW 16th Street, Suite B, |
PRINCIPAL SHAREHOLDERSDIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Executive Officers and Directors
The following table sets forth the names, ages and positions of our executive officers, directors, and director nominees (ages as of April 15, 2023):
Name | Age | Positions and Offices | Year First Became | |||||||
N. Scott Fine | 66 | Director, Chief Executive Officer | 2014 | |||||||
Jeffrey L. Tate, Ph.D. | 65 | Director, Chief Operating Officer | 2010 | |||||||
C.E. Rick Strattan (2) | 77 | Director | 1990 | |||||||
Markus W. Sieger (1) (3) | 57 | Director and Chairman of the Board of Directors | 2014 | |||||||
F. Patrick Ostronic (1) | 67 | Director and Vice Chairman of the Board of Directors | 2014 | |||||||
William S. Shanahan (2) (3) | 83 | Director | 2016 | |||||||
Dr. Randall M. Toig (1) | 72 | Director | 2018 | |||||||
William Conkling | 52 | Director | 2023 | |||||||
Joshua M. Fine | 41 | Chief Financial Officer and Secretary | N/A | |||||||
Michael Lisjak | 49 | Chief Regulatory Officer and SVP for Business Development | N/A | |||||||
(1) Member of the audit committee.
(2) Member of the corporate governance and nominating committee.
(3) Member of the compensation committee.
Biographies of Directors and Officers
N. Scott Fine has been a Director of the Company since February 2014, and became our Chief Executive Officer on September 14, 2015. From 2004 until 2014, he was a principal at Scarsdale Equities, an investment banking firm located in New York City.
Mr. Fine has been involved in investment banking for over 35 years, working on a multitude of debt and equity financings, buy and sell side M&A, strategic advisory work, and corporate restructurings. Much of his time has been focused on transactions in the healthcare and consumer products area. He has led global transactions in healthcare, including medical devices, generic pharmaceuticals, and genetics. Additionally, he worked with The Tempo Group of Jakarta, Indonesia when Mr. Fine and his family resided in Jakarta
Mr. Fine was Chairman of the Board of The Global Virus Network (GVN), and he also was the lead investment banker on the initial public offering of Green Mountain Coffee Roasters, Inc. and Central European Distribution Corporation (“CEDC”), a multi-billion-dollar alcohol company. Mr. Fine continued his involvement with CEDC serving as a director from 1996 until 2014, during which time he led the CEDC Board in its successful efforts in 2013 to restructure the company through a pre-packaged Chapter 11 process whereby CEDC was acquired by the Russian Standard alcohol group. Recently, Mr. Fine served as Vice Chairman and Chairman of the Restructuring Committee of Pacific Drilling from 2017 to 2018 where he successfully led the independent directors to a successful reorganization. He also served as sole director of Better Place Inc. from 2013 until 2015. In his role there, Mr. Fine successfully managed the global wind down of the company in a timely and efficient manner which was approved by both the Delaware and Israeli Courts.
Mr. Fine currently serves on the board of directors of Kenon Holdings Ltd. (NYSE: KEN). Mr. Fine also devotes time to several non-profit organizations, including through his service on the Board of Trustees for the IWM American Air Museum in Britain. Mr. Fine has been a guest lecturer at Ohio State University’s Moritz School of Law and Fordham University Law School.
Mr. Fine’s relationships within the financial community in New York and around the world, as well as his significant experience with equity and debt financing, make him a valuable contributor as a Director. Mr. Fine was appointed to the Board of Directors in connection with a private placement of Common Stock by the Company in February 2014. Mr. Fine is the father of Joshua M. Fine, our Chief Financial Officer.
Dr. Jeffrey L. Tate has served as a Director of the Company since August 2010 and since September 14, 2015 has served as our Chief Operating Officer. Prior to Mr. Fine’s appointment as Chief Executive Officer, Dr. Tate served as our President (from August 2010) and Chief Executive Officer (from July 2014). From January 2007 to February 2010, he was president of J-Jireh Products, Incorporated, a company that develops and markets industrial, food, cosmetic and nutritional products manufactured using pulse drying technology. From January 1995 to December 2006, Dr. Tate served as a principal of J. Benson Tate Consultants LLC, a management consulting company. From July 1999 to January 2005, Dr. Tate served as Vice President of Scientific and Regulatory Affairs of Natural Biologics, LLC, a pharmaceutical company. Dr. Tate received his B.Sc. from the University of Minnesota Department of Botany and his M.Sc. and Ph.D. from the University of Minnesota Graduate School in Management of Technology and Plant Physiology, respectively.
Dr. Tate was selected to serve as a member of our Board of Directors because of his position with Cyclo Therapeutics, Inc. and his experience with biopharmaceutical development, manufacturing and regulatory compliance.
C.E. Rick Strattan has served as Director of the Company since 1990. Mr. Strattan served as Chairman and CEO from 1990 until his retirement in 2014, and as treasurer of the Company from August 1990 to May 1995. From November 1987 through July 1989, Mr. Strattan was with Pharmatec, Inc., where he served as Director of Marketing and Business Development for cyclodextrins. Mr. Strattan was responsible for cyclodextrin sales and related business development efforts. From November, 1985 through May, 1987, Mr. Strattan served as Chief Technical Officer for Boots-Celltech Diagnostics, Inc. He also served as Product Sales Manager for American Bio-Science Laboratories, a Division of American Hospital Supply Corporation. Mr. Strattan is a graduate of the University of Florida receiving a B.S. degree in chemistry and mathematics, and has also received an MS degree in pharmacology, and an MBA degree in Marketing/Computer Information Sciences, from the same institution. Mr. Strattan has written and published numerous articles and a book chapter on the subject of cyclodextrins.
Mr. Strattan was selected to serve as a member of our Board of Directors because of his extensive experience with cyclodextrins, his years of executive level experience, and his advanced degrees in pharmacology.
Markus W. Sieger has been a Director of the Company since February 2014 and serves as the Chairman of the Company’s Board of Directors. Mr. Sieger is an alumni of Stanford Graduate School of Business and holds a degree in Economics from the University of Applied Sciences for Business and Administration Zurich. He is a seasoned entrepreneur and senior executive with a multi-industry experience in emerging industries like healthcare, information technology, digital media and fast-moving consumer goods in the United States, Switzerland, Poland and other countries in Central and Eastern Europe. He held management roles in companies such as Zurich Insurance Group (Switzerland), TVN (Poland) and several others. He was and is a member of the boards of directors of various public and private companies in the United States and Europe. Since June 2016 Mr. Sieger has been CEO of Polpharma Group (Netherlands), one of the leading healthcare companies in the CEE/CIS region. Mr. Sieger is vice-president of the Executive Board of Medicines for Europe, representing the generics industry to the European Union. In this function Mr. Sieger focuses on digitalization and preventive aspects of healthcare.
Mr. Sieger’s extensive experience in strategic, operational and investment roles in the healthcare and other industries make him a valuable member of our Board of Directors. Mr. Sieger was appointed to the Board of Directors in connection with a private placement of Common Stock by the Company in February 2014.
F. Patrick Ostronic has been a director since April 2014. Mr. Ostronic has been an officer of US Pharmacia International, Inc., a subsidiary of the USP Group (where he also acts as Chief Financial Officer), since November 2006. Mr. Ostronic is also a director of Novit US, Inc., the general partner of Novit LP. Mr. Ostronic holds a B.A. in Economics and Accounting from The College of the Holy Cross, an M.S. in Accounting from Old Dominion University, and a J.D. from the University of Maryland School of Law, and was previously licensed as a Certified Public Accountant.
Mr. Ostronic’s extensive experience in finance and the pharmaceutical industry make him a valuable member of the Board of Directors. Mr. Ostronic was appointed to the Board in connection with a private placement of Common Stock by the Company in April 2014.
William S. Shanahan has been a director since June 2016. Mr. Shanahan is currently retired and served as the President of Colgate-Palmolive Company from 1992 until to September 30, 2005. More recently he was a Management Advisor for ValueAct Capital LLC of San Francisco. Mr. Shanahan holds a B.A. from Dartmouth University.
Mr. Shanahan’s vast experience will greatly benefit the Company as it seeks to execute its global growth plan, and makes him a valuable member of the Board of Directors.
Dr. Randall M. Toig has been a director since March 2018. Until his recent retirement from private practice, Dr. Toig was a practicing physician for more than 35 years in obstetrics, gynecology and gynecological surgery at Gold Coast Gynecology, of which he was the Chief Executive Officer. Dr. Toig is currently an associate professor of clinical obstetrics and gynecology at Northwestern University, Northwestern Memorial Hospital and Northwestern Medical School Prentice Women’s Hospital. He previously served at Northwestern Memorial Hospital practicing, teaching and serving on active staff. Dr. Toig holds a B.S. from University of Michigan and received his M.D. from the University of Pittsburgh.
Dr. Toig’s medical experience makes him a valuable member of the Board of Directors.
William Conkling has been a director of ours since May 2023. Mr. Conkling has served as the Chief Executive Officer of Rafael Holdings, Inc. since February 2022, and was its Chief Commercial and Business Officer from March 8, 2021 to January 31, 2022. Previously, from May 2018 until March 2021, he served as the Vice President, Commercial of Immunomedics Inc. and then of Gilead Sciences, Inc. Mr. Conkling has over 20 years’ experience in the pharmaceutical and biotech industries. His experience spans across all areas of commercialization including marketing, sales, market access, commercial operations and business development. Mr. Conkling helped lead the launch of Trodelvy at Immunomedics Inc. (acquired by Gilead in October 2020). Mr. Conkling also spent over 10 years at Novartis Oncology where he helped lead the launch of the first CAR-T therapy approved in the US as the Global Commercial Leader — Kymriah. Mr. Conkling currently serves on the Board of Directors of Day Three Labs Inc. and Cornerstone Pharmaceuticals, Inc. Mr. Conkling earned his Bachelor’s Degree from Fordham University and his Master’s in Business Administration from New York University Stern School of Business in 1998.
Mr. Conkling’s extensive experience in the pharmaceutical and biotech industries makes him a valuable member of the Board of Directors. Mr. Conkling was appointed to our Board in connection with the investment in our securities made by Rafael in May 2023, and has been nominated to serve as a director pursuant to the agreement we entered into with Rafael in connection with such investment.
In addition to the directors named above, pursuant to the Securities Purchase Agreement we entered into with Rafael on June 1, 2023, which is described further in Proposal 3 below, we have agreed to appoint an additional designee of Rafael to our Board of Directors following the closing of the transactions under that Securities Purchase Agreement, and to cause such designee to be nominated to serve as a director of ours in connection with our solicitation of proxies for the next Annual Meeting of Stockholders following such closing.
Joshua M. Fine was appointed our Chief Financial Officer on June 11, 2019, and has been our Secretary since 2014. From 2011 until his appointment as our Chief Financial Officer, he served as the Vice President/Director, Healthcare Capital Markets, of Scarsdale Equities. Mr. Fine was also the Senior Vice President of Finance and Operations for Icagen, Inc., a biotechnology company, from 2017 until it was wound down in November 2020 after the successful sale of its assets. While at Icagen, Mr. Fine worked closely with the CEO to successfully negotiate and execute licensing deals with Roche, Sanofi, and the Cystic Fibrosis Foundation, and was part of the management team that completed the strategic sale of Icagen’s assets to Ligand in April of 2020. Mr. Fine holds a Bachelor of Arts in Political Science from Hartwick College. Mr. Fine is the son of N. Scott Fine, our Chief Executive Officer.
Michael Lisjak joined us as our Global Head of Regulatory Affairs and Senior Vice President for Business Development in July 2019, and was appointed our Chief Regulatory Officer in September 2020. He has more than 20 years of regulatory strategy and operations experience within the biopharmaceutical and consulting industries for multiple therapeutic areas, including cardiovascular, metabolic, neuroscience and pain and inflammation. Prior to joining the Company, Mr. Lisjak was the Director of Global Regulatory Affairs at Sanofi from July 2015 to June 2016, leading the Endocrinology and Neuromuscular Rare Disease Area, and then served as Sanofi’s Head of Global Regulatory Affairs for Established Products and Global Health until July 2019. Prior to Sanofi, Mr. Lisjak served as the Global Regulatory Services Lead for Accenture’s Life Sciences group accountable for the growth and strategic oversight for Accenture’s global regulatory offerings, capabilities and go-to-market strategy. Before Accenture, he held multiple leadership roles at Pfizer and Wyeth with responsibility for developing, maintaining and directing global regulatory strategies and resources in the provision of regulatory guidance and filings ensuring optimal regulatory interactions with global/regional Health Authorities. Mr. Lisjak holds a B.A. in Biology from Rochester Institute of Technology.
Each executive officer serves at the discretion of our Board of Directors and holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. Except as set forth above, there are no family relationships among any of our directors or executive officers.
Director Independence
Our Board of Directors currently consists of eight directors, five of whom are “independent” as defined under the rules of the Nasdaq Capital Market because they are not employees or executive officers of the Company, and have not been paid more than $120,000 of compensation by the Company in any consecutive 12-month period during the past three years. N. Scott Fine, our Chief Executive Officer, and Dr. Jeffrey L. Tate, our Chief Operating Officer, are not independent directors due to their employment by us as executive officers.
Board Leadership Structure and Role in Risk Oversight
Our Board of Directors focuses on the most significant risks facing us and our general risk management strategy, and also ensuring that risks undertaken by us are consistent with the Board’s appetite for risk. While the Board oversees our company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing us and that our Board leadership structure supports this approach.
We separate the roles of Chief Executive Officer and Chairman of the Board because we believe that our corporate governance is most effective when these positions are not held by the same person. The Board recognizes the differences between the two roles and believes that separating them allows each person to focus on his individual responsibilities. Under this leadership structure, our Chief Executive Officer can focus his attention on managing the day-to-day company operations, while our Chairman can focus his attention on Board responsibilities.
Although the Board has not adopted a formal policy regarding the separation of the roles of the Chairman and the Chief Executive Officer, we believe that having separate positions is the appropriate leadership structure for us at this time. Depending on the circumstances, other leadership models, such as combining the role of Chairman with the role of Chief Executive Officer, might be appropriate. Accordingly, our Board of Directors intends to periodically review our leadership structure.
Board Committees
Our Board of Directors currently has an audit committee, a compensation committee, and a corporate governance and nominating committee. The composition and responsibilities of each of the committees of our Board of Directors are described below. Members serve on these committees until their resignation or until otherwise determined by our Board of Directors.
Audit Committee. Our audit committee is comprised of Patrick Ostronic, Markus Sieger and Dr. Randall Toig. Patrick Ostronic serves as the chairman of our audit committee. Our Board has determined that each member of our audit committee meets the requirements for independence and financial literacy under the applicable rules and regulations of the SEC and the listing standards of Nasdaq. Our Board has also determined that Patrick Ostronic is an “audit committee financial expert” as defined in the rules of the SEC and has the requisite financial sophistication as defined under the listing standards of Nasdaq. The responsibilities of our audit committee include, among other things:
● | selecting and hiring the independent registered public accounting firm to audit our financial statements; | |
● | overseeing the performance of the independent registered public accounting firm and taking those actions as it deems necessary to satisfy itself that the accountants are independent of management; | |
● | reviewing financial statements and discussing with management and the independent registered public accounting firm our annual audited and quarterly financial statements, the results of the independent audit and the quarterly reviews, and the reports and certifications regarding internal control over financial reporting and disclosure controls; | |
● | preparing the audit committee report that the SEC requires to be included in our annual proxy statement; | |
● | reviewing the adequacy and effectiveness of our internal controls and disclosure controls and procedures; | |
● | overseeing our policies on risk assessment and risk management; | |
● | reviewing related party transactions; and | |
● | approving or, as required, pre-approving, all audit and all permissible non-audit services and fees to be performed by the independent registered public accounting firm. |
Our audit committee operates under a written charter which satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq, and is available on our website at www.cyclotherapeutics.com.
Compensation Committee. Our compensation committee is comprised of Markus Sieger and William Shanahan. Mr. Sieger serves as the chairman of our compensation committee. Our Board has determined that each member of our compensation committee meets the requirements for independence under the applicable rules and regulations of the SEC and listing standards of Nasdaq. Each member of the compensation committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act. The purpose of our compensation committee is to oversee our compensation policies, plans and benefit programs and to discharge the responsibilities of our Board relating to compensation of our executive officers. The responsibilities of our compensation committee include, among other things:
● | reviewing and approving or recommending to the Board for approval compensation of our executive officers and directors; | |
● | overseeing our overall compensation philosophy and compensation policies, plans and benefit programs for service providers, including our executive officers; | |
● | reviewing, approving and making recommendations to our Board regarding incentive compensation and equity plans; and | |
● | administering our equity compensation plans. |
Our compensation committee operates under a written charter which satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq, and is available on our website at www.cyclotherapeutics.com.
Corporate Governance and Nominating Committee. Our corporate governance and nominating committee is comprised of William Shanahan and C.E. Rick Strattan. William Shanahan serves as chairman of our corporate governance and nominating committee. Our Board has determined that all members of our corporate governance and nominating committee meet the requirements for independence under the applicable rules and regulations of the SEC and listing standards of Nasdaq. The responsibilities of our corporate governance and nominating committee include, among other things:
● | identifying, evaluating and selecting, or making recommendations to our Board regarding, nominees for election to our Board and its committees; | |
● | evaluating the performance of our Board and of individual directors; | |
● | considering and making recommendations to our Board regarding the composition of our Board and its committees; and | |
● | developing and making recommendations to our Board regarding corporate governance guidelines and matters. |
Our corporate governance and nominating committee operates under a written charter which satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq, and is available on our website at www.cyclotherapeutics.com.
Board Meetings and Director Communications
In 2022, the Board of Directors held four meetings and each director other than William S. Shanahan attended at least 75% of the aggregate of (i) the total number of meetings of the Board of Directors held during the period for which he has been a director and (ii) the total number of meetings held by all committees of the Board of Directors on which he served during the periods that he or she served. Although, we have no formal policy regarding director attendance at annual meetings, we encourage all directors to attend.
Stockholders and other interested parties may communicate with the non-management members of the Board of Directors by mail sent to the Company’s Corporate Secretary, addressed to the intended recipient and care of the Corporate Secretary. The Corporate Secretary will review all incoming stockholder communications (except for mass mailings, job inquiries, business solicitations and patently offensive or otherwise inappropriate material) and route such communications as appropriate to member(s) of the Board of Directors. For a more detailed description of stockholder communications, see “Communications with Our Board of Directors.”
Considerations in Evaluating Director Nominees
Our corporate governance and nominating committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, our corporate governance and nominating committee will consider the current size and composition of our Board of Directors and the needs of our Board of Directors and the respective committees of our Board of Directors. Some of the qualifications that our corporate governance and nominating committee considers include, without limitation: issues of character, integrity, and judgment; independence; diversity, including diversity of experience; experience in corporate management, operations, finance, business development, and mergers and acquisitions; experience relevant to the Company’s industry; experience as a board member or executive officer of another publicly held company; length of service; and any other relevant qualifications, attributes, or skills. Nominees also must have the ability to offer advice and guidance to our Chief Executive Officer based on past experience. Director candidates must have sufficient time available in the judgment of our corporate governance and nominating committee to perform all Board of Directors responsibilities and responsibilities of those committees on which they serve.
Members of our Board of Directors are expected to prepare for, attend, and participate in all Board of Directors and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although our corporate governance and nominating committee may also consider such other factors as it may deem, from time to time, are in the best interests of the Company and its stockholders.
The policy of our corporate governance and nominating committee is to consider properly submitted stockholder recommendations for candidates for membership on the Board. In evaluating such recommendations, the corporate governance and nominating committee will address the membership criteria set forth above.
Although our Board of Directors does not maintain a specific policy with respect to board diversity, our Board of Directors believes that it should be a diverse body, and our corporate governance and nominating committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, our corporate governance and nominating committee may take into account the benefits of diverse viewpoints. Our corporate governance and nominating committee also considers these and other factors as it oversees the annual Board of Directors and committee evaluations. After completing its review and evaluation of director candidates, our corporate governance and nominating committee recommends to our full Board of Directors the director nominees for selection.
Code of Ethics
We have adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and agents and representatives, including consultants. A copy of the code of ethics and conduct will be available on our website at www.cyclotherapeutics.com.
EXECUTIVE COMPENSATION
The following table contains information concerning the compensation paid during our fiscal years ended December 31, 2022 and 2021 to (i) the person who served as our Chief Executive Officer during 2022, and (ii) our two most highly compensated executive officers as of December 31, 2022 other than our Chief Executive Officer (collectively, our “Named Executive Officers”).
SUMMARY COMPENSATION TABLE
Name & Principal Position | Year | Salary | Stock | Option | All Other Compensation | Total | ||||||||||||||
N. Scott Fine | 2022 | 537,946 | -0- | 184,716 | 339,935 | 1,062,597 | ||||||||||||||
CEO | 2021 | 508,333 | 50,300 | 323,308 | 198,714 | 1,080,655 | ||||||||||||||
Michael Lisjak | 2022 | 341,211 | -0- | 76,792 | 164,694 | 582,697 | ||||||||||||||
Chief Regulatory Officer | 2021 | 316,333 | 50,300 | 134,288 | 130,103 | 631,024 | ||||||||||||||
Joshua M. Fine | 2022 | 334,195 | -0- | 76,792 | 175,189 | 586,176 | ||||||||||||||
Chief Financial Officer | 2021 | 275,000 | 50,300 | 134,288 | 54,157 | 589,078 | ||||||||||||||
(1) | Reflects award of 10,000 shares to each Named Executive Officer in 2021. All of the shares were fully vested upon issuance. The stock award figures represent the value of the stock award at grant date as calculated under FASB ASC Topic 718. |
(2) | Reflects (i) award of options during 2022 to purchase 74,907 shares to Scott Fine, and 31,141 shares to each of Mr. Lisjak and Joshua Fine, and at an exercise price of $3.26 and (ii) award of options during 2021 to purchase 57,400 shares to Scott Fine, and 23,800 shares to each of Mr. Lisjak and Joshua Fine, and at an exercise price of $7.46. The options vest over a four year period in equal monthly installments. The option award figures represent the value of the option awards at grant date as calculated under FASB ASC Topic 718. The Named Executive Officers will not realize the estimated value of these awards in cash until these awards are vested, exercised and sold, as applicable. |
(3) | Reflects cash bonuses, matching contributions made under the Company’s 401(k) plan, and insurance premiums for health, dental, and vision. |
Outstanding Equity Awards at Fiscal Year End
As of December 31, 2022, our Named Executive Officers had outstanding unexercised options as set forth below. Our named Executive Officers did not have any unvested stock awards outstanding at December 31, 2022.
Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option Exercise Price | Option | ||||||||||
N. Scott Fine (1) | 19,100 | 38,200 | 7.46 | August 27, 2031 | ||||||||||
(2) | 17,166 | 57,741 | 3.26 | February 17, 2032 | ||||||||||
Michael Lisjak (1) | 7,933 | 15,867 | 7.46 | August 27, 2031 | ||||||||||
(2) | 7,136 | 24,005 | 3.26 | February 17, 2032 | ||||||||||
Joshua M. Fine (1) | 7,933 | 15,867 | 7.46 | August 27, 2031 | ||||||||||
(2) | 7,136 | 24,005 | 3.26 | February 17, 2032 | ||||||||||
(1) | These options vest over a four year period in equal monthly installments commencing from the grant date of August 27, 2021. |
(2) | These options vest over a four year period in equal monthly installments commencing from the grant date of February 28, 2022. |
Employment Agreements
On February 28, 2022, we entered into employment agreements with each of Scott Fine, Michael Lisjak and Joshua Fine. The employment agreements with our Named Executive Officer include the following material terms:
● | Scott Fine is paid a base salary of $540,750, Mr. Lisjak is paid a base salary of $342,990 and Joshua Fine is paid a base salary of $335,780. |
● | Each executive is eligible to receive an annual raise in his base salary targeted at 3%, in addition to any additional increase approved by the Company. |
● | Each employment agreement is for a two year term, subject to automatic renewal for successive one-year periods unless either party provides notice of non-renewal prior to the then end of the term. |
● | Scott Fine is entitled to an annual cash bonus targeted 50% of his base salary, Mr. Lisjak is entitled to an annual cash bonus targeted 35% of his base salary, and Joshua Fine is entitled to an annual cash bonus targeted 40% of his base salary. |
● | In the event of the termination of the executive’s employment by us other than for Cause (as defined in the employment agreements), the executive will be entitled to continued payment of base salary for one year; and if such termination occurs within 12 months following a “Change of Control,” all unvested stock options of the terminated Executive shall immediately vest in full. |
● | Upon the termination Scott Fine’s employment by us other than for Cause absent a Change of Control, all unvested stock options that would have vested within 12 months following such termination will immediately vest. |
● | Each executive is subject to confidentiality, non-compete, non-solicitation and work-for-hire provisions. |
Compensation of Directors
The following table shows certain information with respect to the ownershipcompensation of all of our non-employee directors during our year ended December 31, 2022.
Name | Fees Earned or Paid in Cash | Stock Awards (1) | Total |
C.E. Rick Strattan | 44,000 | -0- | 44,000 |
Markus W. Sieger | 44,250 | 44,250 | 88,500 |
F. Patrick Ostronic | -0- | 55,000 | 55,000 |
William S. Shanahan | 53,500 | -0- | 53,500 |
Dr. Randall M. Toig | 23,750 | 23,750 | 47.500 |
(1) The option award figures represent the value of the commonoption award at grant date as calculated under FASB ASC Topic 718. The Named Executive Officers will not realize the estimated value of these awards in cash until these awards are vested, exercised and sold, as applicable. See Note 13 to our audited financial statements for the year ended December 31, 2022 for the assumptions we made in the valuation of these stock options.
Our Board of Directors has approved a compensation program for non-employee directors under which each such director is entitled to receive (i) an initial option to purchase 6,700 shares of Common Stock, (ii) an annual option to purchase 3,350 shares of Common Stock, and Series B Preferred(iii) and the following annual cash compensation for all directors, which, at the option of each director, may be paid with stock in lieu of cash:
Member | Chair | |
Board of Directors | $40,000 | $70,000 |
Audit Committee | $7,500 | $15,000 |
Compensation Committee | $5,500 | $11,000 |
Nominating and Governance Committee | $4,000 | $8,000 |
Equity Compensation Plan of Information
The following table summarizes the number of outstanding options and rights granted to our employees, consultants and directors, as well as the number of shares of Common Stock remaining available for future issuance, under our equity compensation plans as of December 31, 2022:
Plan Category | Number of Securities to be issued upon exercise of outstanding options, warrants and rights (a) (#) | Weighted average exercise price of outstanding options, warrants and rights (b) ($) | Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (c) (#) | |||||||||
Equity compensation plans not approved by security holders (1) | 17,682 | $ | 26.86 | 0 | ||||||||
Equity compensation plans approved by security holders (2) | 425,646 | $ | 5.17 | 2,479,322 | ||||||||
Total: | 443,328 | 2,479,322 | ||||||||||
(1) | Consists of (i) seven-year warrants to purchase 4,800 Units at an exercise price of $25.00, each Unit consisting of one share of Common Stock and one warrant for one additional share of Common Stock at an exercise price of $25.00 per share, issued to Scarsdale Equities and its affiliates for services provided in connection with our June 2016 private placement, (ii) seven-year warrants to purchase 1,641 Units at an exercise price of $35.00, each Unit consisting of one share of Common Stock and one warrant for one additional share of Common Stock at an exercise price of $35.00 per share, issued to Scarsdale Equities and its affiliates for services provided in connection with our February 2017 private placement, and (iii) seven-year warrants to purchase 600 Units at an exercise price of $100, each Unit consisting 4 shares of Common Stock and one warrant for one additional 4 shares of Common Stock at an exercise price of $25.00 per share, issued to Scarsdale Equities and its affiliates for services provided in connection with our October 2017 private placement. |
(2) | The Company’s 2021 Equity Incentive Plan (the “Incentive Plan”) provides for the issuance of up to 3,000,000 shares of Common Stock pursuant to the grant of shares of Common Stock, stock options or other awards, to employees, officers or directors of, and consultants to, the Company and its subsidiaries. As of December 31, 2022, we had awarded 95,032 shares of Common Stock, and granted options to purchase 425,646 shares of Common Stock, as awards under the Incentive Plan, with 2,479,322 shares of Common Stock remaining available for future awards under the Incentive Plan |
Delinquent Section 16(a) Reports
We are required to identify each person who was an officer, director or beneficial owner of more than 10% of our registered equity securities during our most recent fiscal year and who failed to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act of 1934. Based solely upon a review of Forms 3 and 4 and amendments thereto filed with the SEC during the year ended December 31, 2022, no person who, at any time during the year ended December 31, 2022 was a director, officer or beneficial owner of more than 10 percent of our Common Stock, failed to timely file the reports required by Section 16(a) of the Exchange Act during the year ended December 31, 2022.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Since October 2016, we have paid a monthly fee of $5,000 to a non-profit organization of which C.E. Rick Strattan is the Executive Director, in consideration of consulting services provided to us by Mr. Strattan. Mr. Strattan is our founder, former Chief Executive Officer and one of our directors.
In June 2019, we engaged Joshua M. Fine, the son of our Chief Executive Officer, to serve as our Chief Financial Officer. Mr. Fine currently receives an annual salary of $335,780. In addition, he was awarded a cash bonus of $134,312 and $75,000 in 2022 and 2021, respectively. Joshua Fine was awarded stock options with a value of $76,752 in 2022 and $134,288 in 2021 that vest over 4 years.
Rebecca A. Fine, the daughter of our Chief Executive Officer, provides executive assistant services. In 2022, Ms. Fine received a salary of $107,700 and a cash bonus of $16,155. In 2021, Ms. Fine received a salary of $90,000 and a cash bonus of $15,000.
Kevin J. Strattan, the son of C.E. Rick Strattan, has been employed by us since 2008, and since 2014 has been our Vice President, Finance – Compensation. His annual salary was $180,250 and $149,800 in 2022 and 2021, respectively. In addition, he received cash bonuses of $54,075 and $30,000 in 2022 and 2021, respectively. In 2022 and 2021 Mr. Strattan was also awarded stock options with a value of $41,509 and $72,787, respectively, that vest over 4 years.
Corey E. Strattan, the daughter-in-law of C.E. Rick Strattan, has been employed by us since 2011 as a documentation specialist and logistics coordinator, at an annual salary of $92,700 in 2022. In addition, she received a cash bonus of $13,905 in 2022. In 2021, Ms. Strattan received an annual salary of $90,000 and a cash bonus of $15,000.
In addition, please refer to Proposals 2 and 3 below for a description of the transactions we entered into with Rafael Holdings, Inc. in May and June 2023.
Related-Person Transactions Policy And Procedures
We have a written Related-Person Transactions Policy that sets forth the Company’s policies and procedures regarding the identification, review, consideration and approval or ratification of “related-persons transactions.” For purposes of our policy only, a “related-person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company and any “related person” are participants involving an amount that exceeds $25,000. Transactions involving compensation for services provided to the Company as an employee, director, consultant or similar capacity by a related person are not covered by this policy. A related person is any executive officer, director, or more than 5% stockholder of the Company, on April __, 2018,including any of their immediate family members, and any entity owned or controlled by (i) thosesuch persons.
Under the policy, where a transaction has been identified as a related-person transaction, management must present information regarding the proposed related-person transaction to the Audit Committee (or, where Audit Committee approval would be inappropriate, to another independent body of the Board) for consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, known bythe benefits to the Company of the transaction and whether any alternative transactions were available. To identify related-person transactions in advance, the Company relies on information supplied by its executive officers and directors. In considering related-person transactions, the Committee takes into account the relevant available facts and circumstances including, but not limited to (a) the risks, costs and benefits to the Company, (b) the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated, (c) the terms of the transaction, (d) the availability of other sources for comparable services or products, and (e) the terms available to or from, as the case may be, unrelated third parties or to or from employees generally. In the event a director has an interest in the proposed transaction, the director must recuse himself or herself form the deliberations and approval. The policy requires that, in determining whether to approve, ratify or reject a related-person transaction, the Committee look at, in light of known circumstances, whether the transaction is in, or is not inconsistent with, the best interests of the Company and its stockholders, as the Committee determines in the good faith exercise of its discretion
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the beneficial ownersownership of our Common Stock as of June 1, 2023, based on 15,308,449 shares of Common Stock outstanding as of such date, by:
● | each person, or group of affiliated persons, who we know to beneficially own more than 5% of our Common Stock; | |
● | each of our named executive officers; | |
● | each of our directors and director nominees; and | |
● | all of our executive officers and directors as a group. |
Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of more than 5% of the Company’s outstanding common stock; (ii) each current executive officer of the Company; (iii) each director; and (iv) all directors and executive officers as a group. Unless otherwise noted, shares are subject to the sole voting and investment power of the indicated person. Beneficialour Common Stock. We have determined beneficial ownership is determined in accordance with the rules of the SEC. SharesThese rules generally attribute beneficial ownership of common stock subjectsecurities to optionspersons who possess sole or warrants currently exercisableshared voting power or exercisable within 60 daysinvestment power with respect to those securities. In addition, the rules include shares of April __, 2018our Common Stock issuable pursuant to the exercise of warrants. These shares are deemed to be outstanding and beneficially owned by the person holding those warrants for the purpose of computing the percentage ownership of the shareholder holding the options or warrants,that person, but they are not deemedtreated as outstanding for the purpose of computing the percentage ownership of any other shareholder. Percentage of ownership is based on 73,504,500person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares of Common Stock and 15,500 shares of Series B Preferred Stock outstandingshown as of April __, 2018. Each share of Series B Preferred Stock will automatically convert into 400 shares of common stock on the date the Company effects an increase of its authorized shares of common stock and so that the Company has a sufficient number of authorized and unissued shares of common stockbeneficially owned by them, subject to permit the conversion or exercise, as applicable of all outstanding shares of preferred stock, warrants and other convertible securities. The Series B Preferred Stock may not be converted into common stock by the holder thereof prior to such date.community property laws.
Common Stock | Series B Preferred Stock | |||||||||||||||
Names and Address of Individual or Identity of Group(1) | Number of Shares Beneficially Owned | Approximate Percent | Number of Shares Beneficially Owned | Approximate Percent | ||||||||||||
C.E. Rick Strattan | 20,608,385 | (2) | 28.0 | % | -- | -- | ||||||||||
Novit, L.P. | 7,942,856 | (3) | 10.6 | % | 2,250 | 14.5 | % | |||||||||
966 Hungerford Drive | ||||||||||||||||
Jeffrey L. Tate | 940,972 | (4) | 1.3 | % | 250 | 1.6 | % | |||||||||
N. Scott Fine | 6,291,428 | (5) | 8.4 | % | 1,000 | 6.5 | % | |||||||||
Markus Sieger | 3,865,714 | (6) | 5.3 | % | 250 | 1.6 | % | |||||||||
F. Patrick Ostronic | 837,856 | (7) | 1.1 | % | 250 | 1.6 | % | |||||||||
Judge Joseph J. Farnan | 750,000 | (8) | 1.0 | % | -- | -- | ||||||||||
William S. Shanahan | 1,837,328 | (9) | 2.5 | % | 1,000 | 6.5 | % | |||||||||
All Directors and Executive Officers as a Group (7 Persons) | 35,131,683 | (10) | 46.0 | % | 2,750 | 17.7 | % | |||||||||
* Less than one percent.
Names and Address of Individual or Identity of Group(1) | Number of Shares Beneficially Owned | Beneficial | |||||
Named Executive Officers and Directors | |||||||
N. Scott Fine | 838,152 | (2) | 5.34 | % | |||
C.E. Rick Strattan | 354,743 | (3) | 2.31 | % | |||
Jeffrey L. Tate | 117,519 | (4) | * | ||||
Markus Sieger | 320,796 | (5) | 2.08 | % | |||
F. Patrick Ostronic | 328,589 | (6) | 2.14 | % | |||
William S. Shanahan | 144,582 | (7) | * | ||||
Dr. Randall M. Toig | 100,397 | (8) | * | ||||
William Conkling | 2,514,970 | (9) | 16.42 | % | |||
Michael Lisjak | 36,627 | (10) | * | ||||
All Directors and Executive Officers as a Group (10 Persons) | 4,811,909 | (11) | 29.78 | % | |||
5% Holders | |||||||
Rafael Holdings, Inc. 520 Broad Street | 2,514,970 | (12) | 16.42 | % | |||
Novit, L.P. 66 Hungerford Drive | 950,156 | (13) | 6.04 | % | |||
* | Less than one percent. |
(1) | Unless otherwise indicated, the business address of each officer and director of the Company is c/o |
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(2) | Includes currently exercisable warrants to purchase 325,167 shares of Common Stock, and currently exercisable options to purchase 68,583 shares of Common Stock. |
(3) | Based |
(4) | Includes currently exercisable warrants to purchase 31,191 shares of |
(5) | Includes currently exercisable warrants to purchase 109,245 shares of Common Stock, and currently exercisable options to purchase 7,538 shares of Common Stock. |
(6) | Includes currently exercisable warrants to purchase 71,980 shares of Common Stock, and currently exercisable options to purchase 7,538 shares of Common Stock. |
(7) | Includes currently exercisable warrants to purchase 47,396 shares of Common Stock, and currently exercisable options to purchase 7,538 shares of Common Stock. |
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(9) | These shares are held by Rafael Holdings, Inc. (“Rafael”)(see note 12). As the Chief Executive Officer of Rafael, Mr. Conkling may be deemed to have voting and dispositive power over the shares Common Stock owned by Rafael and may be deemed to own such shares of Common Stock. Mr. Conkling disclaims beneficial ownership of the securities held by Rafael. |
(10) | Includes currently exercisable options to purchase 24,227 shares of Common Stock. |
(11) | Includes 672,747 shares that may be issued under currently exercisable warrants, including warrants to purchase Common Stock underlying warrants to purchase “Units” of the Company’s securities, and currently exercisable options to purchase 178,952 shares of Common Stock. |
(12) | Does not include (i) 2,514,970 shares of Common Stock issuable upon exercise of a |
(13) | Novit U.S., Inc. is the general partner of Novit, L.P. and Katarzyna Kusmierz is the trustee of the NAP Trust, which owns all of the outstanding partnership interests in Novit, L.P. Each of Novit US, Inc. and Ms. Kusmierz share voting and dispositive power over the shares Common Stock owned by Novit, L.P. and may be deemed to own such shares of Common Stock. Includes currently exercisable warrants to purchase 1,471,428 shares of Common Stock. |
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SUBMISSIONCOMMUNICATIONS WITH OUR BOARD OF SHAREHOLDER PROPOSALSDIRECTORS
PursuantInterested parties who wish to Rules 14a-4 and 14a-5(e) under the Exchange Act, to be includedcommunicate with our Board of Directors or any specified individual director, including our non-employee directors, may send their communications in the proxy statement for our next Annual Meeting of Shareholders, shareholder proposals must be received by us at our principal executive office a reasonable time before we begin to print and send proxy materials for such meeting.
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS
Shareholders who share a single address will receive only one proxy statement at that address unless we have received instructionswriting to the contrary from any shareholderCorporate Secretary at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, if a shareholder of record residing at such an address wishes to receive a separate copy of this proxy statement or of future proxy statements, he or she may contact Jeffery Tate, our Chief Operating Office, CTD Holdings,Cyclo Therapeutics, Inc., 6714 NW 16th Street, Suite B, Gainesville, Florida 32563 (telephone number (386) 418-8000). We will deliver separate copiesFL 32653, Attn: Corporate Secretary. The Corporate Secretary shall review all incoming communications (except for mass mailings, job inquiries, business solicitations and patently offensive or otherwise inappropriate material) and, if appropriate, route such communications to the appropriate member(s) of this proxy statement promptly upon writtenthe Board of Directors or, oral request. If you are a shareholderif none is specified, to the Chair of record receiving multiple copies of this proxy statement, you can request householding by contacting us in the same manner. If you own your shares of our common stock through a bank, broker or other shareholder of record, you can request additional copies of this proxy statement or request householding by contacting the shareholder of record.
ADDITIONAL INFORMATION
Additional information concerning the Company, including its annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, which have been filed with the Securities and Exchange Commission, may be accessed through the EDGAR archives at www.sec.gov.
EXPENSESBoard.
The Company will pay all expenses incurredCorporate Secretary may decide in connectionthe exercise of his or her judgment whether a response to any communication is necessary and shall provide a report to the corporate governance and nominating committee on a quarterly basis of any communications received for which the Corporate Secretary has either responded or determined no response is necessary.
This procedure for communications with this solicitation, including postage, printing, handlingthe non-management directors is administered by the Company’s corporate governance and the actual expenses incurred by custodians, nominees and fiduciaries in forwarding proxy materialsnominating committee. This procedure does not apply to beneficial owners. In addition(a) communications to solicitation by mail, certainnon-employee directors from officers or directors of the Company’s officers, directors and regular employees,Company who will receive no additional compensationare stockholders, or (b) stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act.
PROPOSAL ONE: ELECTION OF DIRECTORS
Our Board of Directors has nominated eight candidates for election as director for a term expiring at the next annual meeting of stockholders. All of the nominees are currently members of our Board. Directors are elected to serve for their services, may solicit proxies by telephone, personal communicationrespective terms of one year or other means.until their successors have been duly elected or appointed and qualified. The CompanyBoard has no reason to believe that any of the nominees named below will also reimburse brokerage firms and other persons representing beneficial owners of shares for reasonable expenses incurred in forwarding proxy soliciting materialsbe unavailable, or if elected, will decline to the beneficial owners.
Appendix APROPOSED ARTICLES OF AMENDMENTTO THE ARTICLES OF INCORPORATIONOFCTD HOLDINGS, INC.serve.
The Articles of Incorporation, as amended, of CTD HOLDINGS, INC., a Florida corporation (the “Corporation”), are hereby amended pursuantPursuant to our Bylaws, generally the provisions of Section 607.1003 of the Florida Business Corporation Act, and such amendments are set forth below:
FIRST: The name of the Corporation is “CTD Holdings, Inc.”
SECOND: Article IV of the Corporation’s Articles of Incorporation is hereby amended and restated in its entirety to read as follows:
“The total number of shares of capital stock that this Corporation shall have the authority to issuedirectors is fixed and to have outstanding at any one time is five hundred million (500,000,000) shares of common stock, par value $0.0001 per share, and five million (5,000,000) shares of preferred stock, par value $0.001 per share. Series of the preferred stock may be created and issuedincreased or decreased from time to time with such designations, preferences, conversion rights, cumulative, relative, participating, optionalby resolution of our Board. The Board has fixed the number of directors at eight members. Proxies cannot be voted for a greater number of persons than the number of nominees named. In the event one or more of the named nominees is unable to serve, the persons designated as proxies may cast votes for other rights, including voting rights, qualifications, limitationspersons as substitute nominees.
Nominees
Our corporate governance and nominating committee of the Board of Directors recommended, and the Board of Directors approved, N. Scott Fine, Markus W. Sieger, Jeffrey L. Tate, Randall M. Toig, William S. Shanahan, F. Patrick Ostronic, C.E. Rick Strattan and William Conkling as nominees for re-election to the Board of Directors at the Annual Meeting.
Please see “Directors, Executive Officers and Corporate Governance” in this Proxy Statement for information concerning the nominees.
Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR N. Scott Fine, Markus W. Sieger, Jeffrey L. Tate, Randall M. Toig, William S. Shanahan, F. Patrick Ostronic, C.E. Rick Strattan and William Conkling. If a nominee is unable or restrictions thereofdeclines to serve as shalla director at the time of the Annual Meeting, the proxies will be stated and expressed in the resolution or resolutions providingvoted for the creation and issuance of such series of preferred stock as adoptedanother nominee designated by the Board of DirectorsDirectors. We are not aware of any reason that a nominee would be unable or unwilling to serve as a director.
Required Vote
Each director is elected by a plurality of the Corporation pursuant to the authority in this paragraph given. Cumulative voting by any shareholder is hereby expressly denied. No shareholder of this Corporation shall have, by reason of it holding shares of any class or series of stockpower of the Corporation, any preemptiveshares present in person or preferential rights to purchase or subscribe for any other shares of any class or series of this Corporation now or hereafter authorized,represented by proxy at the meeting and any other equity securities, or any notes, debentures, warrants, bonds or other securities convertible into or carrying options or warrants to purchase shares of any class, now or hereafter authorized, whether or not the issuance of any such shares, or such notes, debentures, bonds or other securities, would adversely affect the dividend or voting rights of such shareholder.”
THIRD: Article XII of the Corporation’s Articles of Incorporation is hereby deleted in its entirety.
FOURTH: The undersigned hereby certifies that the only voting group entitled to vote on the amendments containedelection of directors at the Annual Meeting. Abstentions and broker non-votes will have no effect on the outcome of the vote.
The Board of Directors unanimously recommends that stockholders vote “FOR” the re-election of each of N. Scott Fine, Markus W. Sieger, Jeffrey L. Tate, Randall M. Toig, William S. Shanahan, F. Patrick Ostronic, C.E. Rick Strattan and William Conklingto the Board of Directors.
PROPOSAL TWO: APPROVAL OF THE EXERCISE IN FULL OF A WARRANT TO PURCHASE
2,514,970 SHARES OF OUR COMMON STOCK HELD BY RAFAEL HOLDINGS, INC.
Overview
We are asking stockholders to approve the issuance of up to 2,514,970 shares of our Common Stock upon the exercise of a Warrant to Purchase Common Stock that we issued to Rafael on May 2, 2023 (the “May Warrant”), as contemplated by Nasdaq Listing Rule 5635, as described in these Articlesmore detail below. The exercise of Amendment was the May Warrant would provide us with approximately $1,785,628 of cash, which we require to execute our business plan. In addition, the exercise of the Warrant would help us regain compliance with Nasdaq Listing Rule 5550(b)(1), which requires us to maintain stockholders’ equity of not less than $2,500,000.
May 2, 2023 Rafael Private Placement
On May 2, 2023, we completed the private placement of our securities to Rafael Holdings, Inc., a Delaware corporation, pursuant to a Securities Purchase Agreement we entered into with Rafael (the “May Purchase Agreement”). Pursuant to the May Purchase Agreement, Rafael purchased 2,514,970 shares of our Common Stock and the May Warrant to purchase an additional 2,514,970 shares of Common Stock, for an aggregate purchase price of $2,100,000. The May Warrant has an exercise price of $0.71 per share, and pursuant to its terms, is not exercisable until we have obtained the approval of our stockholders to the exercise of the May Warrant in accordance with Nasdaq Listing Rules 5635(b) and 5635(d). Following the date of such approval, the May Warrant will be exercisable for a period of seven years.
Pursuant to the May Purchase Agreement, we (i) entered into a Registration Rights Agreement with Rafael requiring us to file a registration statement with the SEC to register the resale of the shares of Common Stock sold under the May Purchase Agreement and the shares of Common Stock underlying the May Warrant, upon the request of Rafael, and (ii) appointed William Conkling, the CEO of Rafael, to our Board of Directors, and agreed to nominate him to serve as a director of ours in connection with our solicitation of proxies for this Annual Meeting of Shareholders.
The May Warrant is exercisable only for cash. The exercise price and the number of shares issuable upon exercise of the May Warrant are subject to adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting our Common Stock. In the event that (1) we effect any merger or consolidation with or into another person, (2) any tender offer or exchange offer is completed pursuant to which holders of our Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (3) we effect any reclassification of the Corporation’s common stockCommon Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, then thereafter the May Warrant shall represent the right to receive, upon exercise, the same amount and Series B Convertible Preferred Stock voting togetherkind of securities, cash or property as a single group. These Articlesthe holder thereof would have been entitled to receive upon the occurrence of Amendment were duly adopted bysuch transaction if the shareholders on May [ ], 2018 at the Corporation’s special meeting of shareholders. The number of vote cast for the amendment above by the shareholders was sufficient for its approval.Warrant had been exercised, immediately prior to such transaction.
IN WITNESS WHEREOF,Adverse Effects of Approval of this Proposal
The approval of this proposal will result in Rafael being able to exercise the undersigned has executedMay Warrant, although Rafael will have no obligation to do so. The full exercise of the May Warrant would result in the issuance of 2,514,970 shares of our Common Stock, which would dilute the ownership interest of our existing stockholders. In addition, the sale into the public market of these Articlesshares also could materially and adversely affect the market price of Amendment, effectiveour Common Stock.
Reasons for Requesting Shareholder Approval
Nasdaq Rule 5635(b) requires stockholder approval prior to the issuance of securities when the issuance or potential issuance will result in a “change of control” of the issuer. Generally, Nasdaq interpretations provide that the acquisition of 20% of the shares of an issuer by one person or a group of affiliated persons may be deemed a change of control of such issuer. The exercise by Rafael of the May Warrant may result in the issuance of more than 20% of our Common Stock to Rafael and in a change of control under the Nasdaq Listing Rule 5635(b). In addition, Nasdaq Listing Rule 5635(d) requires stockholder approval of transactions, other than public offerings, resulting in the issuance of greater than 20% of the outstanding common stock or voting power of the issuer prior to the offering at a price less than the “Minimum Price,” which Nasdaq defines as the lower of the issuer’s most recent closing price immediately prior to signing the binding agreement for the transaction or the average of the closing price for the five trading days immediately preceding the signing of the binding agreement. The exercise price of the May Warrant of $0.71 was less than the Minimum Price at the time the Warrant was issued. Accordingly, in order to comply with Nasdaq Listing Rules 5635(b) and 5635(d), the May Warrant includes a provision under which it may not be exercised until we have obtained the approval of our stockholders to such exercise.
On May 15, 2023, we received a letter from The Nasdaq Stock Market stating that we were not in compliance with Nasdaq Listing Rule 5550(b)(1) because our stockholders’ equity of $(438,876) as of this __ dayMarch 31, 2023, as reported in our Quarterly Report on Form 10-Q filed with the SEC on May 12, 2023, was below the minimum requirement of $2,500,000. Pursuant to Nasdaq’s Listing Rules, we have until June 29, 2023 to submit a plan to regain compliance with the Rule (a “Compliance Plan”). We intend to submit a Compliance Plan within the required time, which among other things, will refer to the exercise of the May 2018.Warrant and the consummation of the transactions contemplated by the June Purchase Agreement (described below) as a means of increasing our stockholders’ equity, although there can be no assurance that the Compliance Plan will be accepted by Nasdaq.
The Board has determined that allowing Rafael to exercise the May Warrant in full is in the best interest of the Company and its stockholders because of the funding it would provide the Company, which the Company requires to (i) support its Trappsol® Cyclo™ development programs, and (ii) regain compliance Nasdaq Listing Rule 5550(b)(1), as described above.
The Board of Directors Unanimously Recommends a Vote “FOR” The Approval of the Exercise In Full of the Warrant to Purchase 2,514,970 Shares of Common Stock Held By Rafael Holdings, Inc. PROPOSAL THREE: APPROVAL OF THE SALE AND ISSUANCE TO RAFAEL HOLDINGS INC. OF 4,000,000 SHARES OF OUR COMMON STOCK AND A WARRANT TO PURCHASE AN ADDITIONAL 4,000,000 SHARES OF OUR COMMON STOCK, AND THE EXERCISE OF SUCH WARRANT Overview We are asking stockholders to approve the sale and issuance to Rafael of 4,000,000 shares of our Common Stock and a Warrant to purchase an additional 4,000,000 shares of Common Stock pursuant to a Securities Purchase Agreement that we entered into with Rafael on June 1, 2023 (the “June Purchase Agreement”), as well as the exercise of such Warrant, as contemplated by Nasdaq Listing Rule 5635, as described in more detail below. The completion of the transactions under the June Purchase Agreement would provide us with $5,000,000 of cash which we require to execute our business plan, and should enable us to regain compliance with Nasdaq Listing Rule 5550(b)(1), which requires us to maintain stockholders’ equity of not less than $2,500,000. June 1, 2023 Securities Purchase Agreement On June 1, 2023, we entered into a Securities Purchase Agreement with Rafael under which, at a closing that is subject to certain closing conditions, we will sell to Rafael 4,000,000 shares of our Common Stock and a Warrant to purchase an additional 4,000,000 shares of our Common Stock (the “June Warrant”), for an aggregate purchase price of $5,000,000. The June Warrant has an exercise price of $1.25 per share. The closing of the sale of the shares of our Common Stock and June Warrant to Rafael is subject to the approval of our stockholders to such sale in accordance with Nasdaq Listing Rules 5635(b) and 5635(d). |
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Pursuant to the Purchase Agreement, we agreed to appoint an additional designee of Rafael to our Board of Directors following the closing and cause such designee to be nominated to serve as a director of the Company in connection with our solicitation of proxies for the next Annual Meeting of Stockholders following the closing. The Purchase Agreement also amended the Registration Rights Agreement described above to provide Rafael with registration rights with respect to the shares of Common Stock to be sold to Rafael under the June Purchase Agreement and the shares of Common Stock underlying the June Warrant.
Please Vote, Sign, DateIn addition, pursuant to the June Purchase Agreement, we agreed to file this Proxy Statement with the SEC as soon as reasonably practicable, but in no event later than five business days following the date of the June Purchase Agreement, and Return Promptlyto include in this Proxy Statement the recommendation of our Board of Directors to vote in favor of this proposal; and hold the Annual Meeting of Stockholders as promptly as reasonably practicable following clearance by the SEC of the Proxy Statement.
The June Warrant is exercisable only for cash, and includes a provision which prohibits the exercise of the June Warrant if as a result of such exercise, Rafael and its affiliates would beneficially own in excess of 49% of our Common Stock. The exercise price and the number of shares issuable upon exercise of the June Warrant are subject to adjustment in the Enclosed Envelope,event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or via Fax.similar events affecting our Common Stock. In the event that (1) we effect any merger or consolidation with or into another person, (2) any tender offer or exchange offer is completed pursuant to which holders of our Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (3) we effect any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, then thereafter the June Warrant shall represent the right to receive, upon exercise, the same amount and kind of securities, cash or property as the holder thereof would have been entitled to receive upon the occurrence of such transaction if the June Warrant had been exercised, immediately prior to such transaction.
Special Meeting Proxy Card - Common StockAdverse Effects of Approval of this Proposal
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The approval of this proposal will result in the sale and issuance to Rafael of 4,000,000 shares of our Common Stock, which would dilute the ownership interest of our existing stockholders, and the full exercise of the June Warrant would result in the issuance of an additional 4,000,000 shares of our Common Stock, further diluting the ownership interest of our existing stockholders. Moreover, following the closing of the transactions under the June Purchase Agreement, and assuming the exercise of the May Warrant and the June Warrant, Rafael would beneficially own up to 49% of our outstanding shares of Common Stock, and would have two of its designees serving on our Board of Directors. As a result, Rafael would exercise a significant level of control over all matters requiring stockholder approval, including the election of directors, amendment of our certificate of incorporation, and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control of our company or changes in management, and will make the approval of certain transactions difficult or impossible without Rafael’s approval, which in turn could reduce the price of our Common Stock. In addition, the sale into the public market of our Common Stock by Rafael could materially and adversely affect the market price of our Common Stock.
THE BOARDReasons for Requesting Shareholder Approval
Nasdaq Rule 5635(b) requires stockholder approval prior to the issuance of securities when the issuance or potential issuance will result in a “change of control” of the issuer. As noted above, Nasdaq interpretations provide that the acquisition of 20% of the shares of an issuer by one person or a group of affiliated persons may be deemed a change of control of such issuer. The issuance of 4,000,000 shares of our Common Stock pursuant to the June Purchase Agreement would result in the issuance of more than 20% of our Common Stock to Rafael and in a change of control under the Nasdaq interpretations of Rule 5635(b). In addition, Nasdaq Listing Rule 5635(d) requires stockholder approval of transactions, other than public offerings, resulting in the issuance of greater than 20% of the outstanding common stock or voting power of the issuer prior to the offering at a price less than the “Minimum Price,” which Nasdaq defines as the lower of the issuer’s most recent closing price immediately prior to signing the binding agreement for the transaction or the average of the closing price for the five trading days immediately preceding the signing of the binding agreement. The sale of 4,000,000 shares of Common Stock and the June Warrant to Rafael for $5,000,000 will result in a price per share of Common Stock less than the Minimum Price at the time the June Purchase Agreement was entered into. Accordingly, in order to comply with Nasdaq Listing Rules 5635(b) and 5635(d), the June Purchase Agreement provides that the sale of the shares of our Common Stock and the June Warrant to Rafael thereunder may not be consummated until we have obtained the approval of our stockholders to the closing such sale.
The Board has determined that consummating the sale of our securities to Rafael under the June Purchase Agreement, which would result in gross proceeds to us of $5,000,000, is in the best interest of the Company and its stockholders because the Company requires additional funding to (i) support its Trappsol® Cyclo™ development programs, and (ii) regain compliance Nasdaq Listing Rule 5550(b)(1), which requires us to maintain stockholders’ equity of not less than $2,500,000.
The Board Of Directors Unanimously Recommends a Vote “FOR” The Approval of The Sale and Issuance to Rafael Holdings Inc. of 4,000,000 Shares of Our Common Stock and a Warrant To Purchase an Additional 4,000,000 Shares of Our Common Stock.
PROPOSAL FOUR: ADVISORY VOTE ON EXECUTIVE COMPENSATION
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), our stockholders are entitled to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the SEC’s rules. Please read the “Executive Compensation” section of this Proxy Statement for additional details about our executive compensation program.
We are asking our stockholders to indicate their support for our named executive officer compensation as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we will ask our stockholders to vote “FOR” the following resolution at the Meeting:
“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s proxy statement for the 2022 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission.”
We believe that our compensation policies and procedures are intended to be aligned with the long-term interests of our stockholders. The say-on-pay vote is advisory, and therefore not binding on the Company, the compensation committee or the Board. However, the Board and compensation committee value the opinions of our stockholders, we will consider our stockholders’ concerns, and the compensation committee will consider the results of this vote in making determinations in the future regarding executive compensation arrangements.
Required Vote
Assuming that a quorum is present at the Meeting, approval of this proposal requires the affirmative vote of holders of a majority of the shares present and entitled to vote thereon either in person or represented by proxy at the Meeting.
The Board of Directors unanimously recommends that stockholders vote “FOR” the approval, on a nonbinding advisory basis, of the compensation of our named executive officers.
PROPOSAL FIVE: RATIFICATION OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2, AND 3. SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS
Our audit committee of the Board of Directors has appointed WithumSmith+Brown, PC as our independent registered public accountants for the year ending December 31, 2022, and the Board recommends that stockholders vote for ratification of such appointment.
Notwithstanding its selection or voting results, the audit committee in its discretion may appoint new independent registered public accountants at any time during the year if the audit committee believes that such a change would be in the best interests of the Company and its stockholders. If our stockholders do not ratify the appointment, the audit committee may reconsider whether it should appoint another independent registered public accounting firm.
WithumSmith+Brown, PC served as our independent registered public accounting firm for the year ended December 31, 2022. We currently do not expect that a representative of WithumSmith+Brown, PC will be present at the Annual Meeting.
Principal Accounting Fees and Services
The following table sets forth all fees accrued or paid to WithumSmith+Brown, PC for the years ended December 31, 2022 and 2021:
Year Ended December 31, | |||
2022 | 2021 | ||
Audit Fees (1) | $132,001 | $107,960 | |
Audit-Related Fees (2) | $70,035 | $97,851 | |
Tax Fees | - | - | |
All Other Fees | - | - | |
Total | $202,036 | $205,810 | |
(1) |
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 VOTE FOR | VOTE AGAINST | ABSTAIN |
(2) |
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| VOTE FOR | | |
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| VOTE FOR | VOTE AGAINST | ABSTAIN |
Pre-approval Policy. Under our audit committee’s policy governing our use of the services of our independent registered public accountants, the audit committee is required to pre-approve all audit and permitted non-audit services performed by our independent registered public accountants in order to ensure that the provision of such services does not impair the public accountants’ independence. In the years ended December 31, 2022 and 2021, all fees identified above under the captions “Audit Fees,” and “All Other Fees” that were billed by WithumSmith+Brown, PC were approved by the audit committee in accordance with SEC requirements.
In the year ended December 31, 2022, there were no other professional services provided by WithumSmith+Brown, PC, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of WithumSmith+Brown, PC.
To changeRequired Vote
Assuming that a quorum is present at the address on your account, please checkMeeting, approval of this proposal requires the boxaffirmative vote of holders of a majority of the shares present and entitled to vote thereon either in person or represented by proxy at right and indicate your new address.the Meeting.
CTD HOLDINGS, INC.The Board of Directors unanimously recommends that stockholders vote
“THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSFOR” the ratification of the selection of WithumSmith+Brown, PC as the Company’s independent registered public accountants for the year ending December 31, 2022.
AUDIT COMMITTEE REPORT
The undersigned, revoking all prior proxies, hereby appoints N. Scott Finefollowing is the report of the audit committee of our Board of Directors. The audit committee has reviewed and Jeffrey L. Tatediscussed our audited financial statements for the fiscal year ended December 31, 2022 with our management. In addition, the audit committee has discussed with WithumSmith+Brown, PC, our independent registered public accountants, the matters required to be discussed by standards promulgated by the American Institute of Certified Public Accountants (“AICPA”) and eachPublic Company Accounting Oversight Board (the “PCAOB”), including PCAOB Auditing Standard No. 16 “Communications with Audit Committees.” The audit committee also has received the written disclosures and the letter from WithumSmith+Brown, PC as required by the applicable requirements of them, with full power of substitution, as proxy to represent and vote all shares of common stock, par value $0.0001 per share, of CTD HOLDINGS, INC. (“CTD,” the “Company,” “we,” “our,” and “us”) beginning on May __, 2018 in connectionPCAOB regarding the independent accountant’s communications with the solicitationaudit committee concerning independence, and the audit committee has discussed with WithumSmith+Brown, PC the independence of proxies byWithumSmith+Brown, PC.
Based on the audit committee’s review of the matters noted above and its discussions with our independent accountants and our management, the audit committee recommended to the Board of Directors ofthat the Company (the “Board of Directors” orfinancial statements be included in our Annual Report on Form 10-K for the “Board”) to be used at the Special Meeting of Shareholders (the “Special Meeting”) to be held on May __, 2018 at 10:00 A.M. (Eastern Standard Time) and at any postponement of adjournment thereof. The Special Meeting will be held at Hyatt Regency Orlando International Airport, 9300 Jeff Fuqua Blvd, Orlando, Florida 32827.fiscal year ended December 31, 2022.
ThisRespectfully submitted by the members of the audit committee of the Board of Directors:
F. Patrick Ostronic (Chair)
Markus W. Sieger
Dr. Randall M. Toig
ANNUAL REPORTS
The Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (our “Annual Report”) (which is not a part of our proxy when properly executed, will be voted as directed. If no directionsoliciting materials), is made,being mailed with this Proxy Statement to those stockholders that request to receive a copy of the proxy shallmaterials in the mail. Stockholders that received the Notice of Internet Availability of Proxy Materials can access this Proxy Statement and our Annual Report at www.proxyvote.com. Requests for copies of our Annual Report may also be voted FORdirected to the approvalCorporate Secretary at Cyclo Therapeutics, Inc., 6714 NW 16th Street, Suite B, Gainesville, FL 32653, Attn: Corporate Secretary.
We filed our Annual Report with the SEC on March 11, 2022. It is available free of charge at the SEC’s web site at www.sec.gov. Upon written request by a stockholder, we will mail without charge a copy of our Annual Report, including the financial statements and financial statement schedules, but excluding exhibits to increaseour Annual Report. Exhibits to our Annual Report are available upon payment of a reasonable fee, which is limited to our expenses in furnishing the requested exhibit(s). All requests should be directed to the Corporate Secretary at Cyclo Therapeutics, Inc., 6714 NW 16th Street, Suite B, Gainesville, FL 32653, Attn: Corporate Secretary.
OTHER MATTERS
The Board of Directors does not know of any other matters to be presented at the Annual Meeting. If any additional matters are properly presented or otherwise allowed to be considered at the Annual Meeting, the persons named in the enclosed proxy will have discretion to vote shares they represent in accordance with their own judgment on such matters.
It is important that your shares be represented at the meeting, regardless of the number of authorized shares FOR the approval of deleting referencesthat you hold. You are, therefore, urged to the Series A Preferred Stock, FOR the approval of deleting Article XII and, in the case of other matters that legally come before the meeting, as said proxy(s) may deem advisable.submit your proxy or voting instructions at your earliest convenience.
Please check here if you plan to attend the Special Meeting of Shareholders on May __, 2018 at 10:00 a.m. (EST). ☐
PLEASE INDICATE YOUR VOTE ON THE REVERSE SIDE
(Continued and to be signed on Reverse Side)