Item 8.01 Other Events.
On July 25, 2022, CynergisTek, Inc. (the "Company") issued a press release
announcing the filing of its Definitive Proxy Statement on Schedule 14A (the
"Proxy Statement") with the Securities and Exchange Commission (the "SEC") for
its special meeting of stockholders to, among other things, consider and vote on
the adoption of the previously announced merger agreement dated May 23, 2022
("Merger Agreement") with Clearwater Compliance LLC, a healthcare focused
cybersecurity, compliance, and risk management solutions firm, and approval of
the proposed merger contemplated by the Merger Agreement.
Item 9.01Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
99.1 Press Release of CynergisTek, Inc. dated July 25, 2022
Cover Page Interactive Data File (formatted as inline XBRL and
104 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.
Additional Information and Where to Find It
In connection with the proposed Merger, the Company has filed with the SEC the
Proxy Statement for the special meeting of its stockholders and may file other
relevant documents with the SEC regarding the proposed Merger. This
communication is not a substitute for the Proxy Statement or any other document
that the Company may file with the SEC. The Proxy Statement was mailed to the
Company's stockholders commencing on or about July 25, 2022. 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.
Stockholders may obtain a free copy of the Proxy Statement and any amendments or
supplements thereto and other documents filed by the Company (when they become
available) at the SEC's web site at http://www.sec.gov. In addition, the Proxy
Statement and such other documents may also be obtained for free from the
Company on its website at www.cynergistek.com/investor-relations/, or by
directing such request to InvestorRelations@cynergistek.com.
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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, information concerning such
participants' ownership of the Company's common stock, and any direct or
indirect interest they have in the proposed Merger (by security holdings or
otherwise) is set forth in the Proxy Statement. Additional information about
the direct or indirect interests of those participants may be included in 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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