Item 8.01.Other Events.
On June 23, 2022, CynergisTek, Inc. (the "Company") issued a press release
announcing the expiration of the initial "go-shop" period set forth in the
previously announced Agreement and Plan of Merger, dated as of May 23, 2022, by
and among Clearwater Compliance LLC, Clearwater Compliance Acquisition Company
I, and the Company (the "Merger Agreement"), the receipt of an "Acquisition
Proposal" (as defined in the Merger Agreement) from a potential strategic buyer
during the "go-shop" period and qualification of the potential strategic buyer
as an "Excluded Party" (as defined in the Merger Agreement). A copy of the press
release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits. See the Exhibit Index attached to this Current Report on
Form 8-K, which is incorporated herein by reference
Exhibit No. Description of Exhibit
99.1 Press Release of CynergisTek, Inc. dated June 23, 2022
104 Cover Page Interactive Data File (formatted as inline XBRL and
contained in Exhibit 101)
Cautionary Note Regarding Forward-Looking Statements
Statements in this filing (including the Exhibits hereto) regarding the proposed
transaction between Clearwater Compliance LLC, Clearwater Compliance Acquisition
Company I, and the Company (the "Merger"), and any other statements about future
expectations, plans, and prospects for the Company, including statements
containing the words "believes," "will," "anticipates," "plans," "expects," and
similar expressions, constitute forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Actual results may differ
materially from those indicated by such forward-looking statements as a result
of various important factors, including the risk that the proposed Merger may
not be completed in a timely manner, or at all, which may adversely affect the
Company's business and the price of its common stock; the failure to satisfy all
of the closing conditions of the proposed Merger, including the approval of the
Merger Agreement by the Company's stockholders; the occurrence of any event,
change or other circumstance that could give rise to the termination of the
Merger Agreement; the effect of the announcement or pendency of the proposed
Merger on the Company's business, operating results, and relationships with
customers, suppliers, competitors and others; risks that the proposed Merger may
disrupt the Company's current plans and business operations; potential
difficulties retaining employees as a result of the proposed Merger; risks
related to the diverting of management's attention from the Company's ongoing
business operations; the outcome of any legal proceedings that may be instituted
against the Company related to the Merger Agreement or the proposed Merger;
risks relating to product development and commercialization, limited demand for
the Company's products and services, limited number of customers, risks
associated with competition, uncertainties associated with regulatory agency
approvals, competitive pricing pressures, downturns in the economy,
acquisition-related risks; and other factors discussed in the Company's most
recent quarterly and annual reports filed with the SEC. In addition, the
forward-looking statements included in this filing represent the Company's views
as of the date of this document. While the Company anticipates that subsequent
events and developments will cause the Company's views to change, the Company
specifically disclaims any obligation to update these forward-looking
statements. These forward-looking statements should not be relied upon as
representing the Company's views as of any later date.
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Additional Information and Where to Find It
In connection with the proposed Merger, the Company will file a proxy statement
and other relevant documents with the Securities and Exchange Commission (the
"SEC"). The proposed Merger and the Merger Agreement described above will be
submitted to the Company's stockholders for their consideration at a special
meeting of the stockholders. In connection therewith, the Company intends to
file relevant materials with the SEC, including a definitive proxy statement on
Schedule 14A, which will be mailed or otherwise disseminated to the Company's
stockholders when it becomes available. The Company may also file other
relevant documents with the SEC regarding the proposed Merger. STOCKHOLDERS ARE
ADVISED TO READ THE PROXY STATEMENT AND ANY OTHER DOCUMENTS FILED OR TO BE FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, AS WELL
AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
Investors and security holders will be able to obtain free copies of the Proxy
Statement and other documents filed with the SEC by the Company, once such
documents are filed with the SEC, through the web site maintained by the SEC at
www.sec.gov.
In addition, investors and security holders will be able to obtain free copies
of the Proxy Statement and such other documents from the Company by contacting
the Investor Relations department via e-mail at
InvestorRelations@cynergistek.com or by calling (512) 402-8550 x7.
Participants in the Solicitation
The Company and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the solicitation of
proxies from its stockholders in connection with the proposed Merger. A list of
the names of such directors and executive officers and information concerning
such participants' ownership of the Company's common stock is set forth in the
Company's definitive proxy statement on Schedule 14A for the 2021 annual meeting
of stockholders, filed with the SEC on August 26, 2021, as modified or
supplemented by any Form 3 or Form 4 filed with the SEC since the date of such
proxy statement, and by the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2021, filed with the SEC on March 28, 2022 (as amended
on Form 10-K/A, filed with the SEC on April 29, 2022). Additional information
about the direct or indirect interests, by security holdings or otherwise, of
those participants will be included in the definitive proxy statement and other
documents filed with the SEC regarding the proposed Merger, if and when they
become available. Free copies of these materials may be obtained as described
in the preceding paragraph.
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