ctdh20220624

ctdh20220624_8k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 24, 2022

CYCLO THERAPEUTICS, INC.

(Exact name of registrant as specified in charter)

	Nevada		000-25466		59-3029743
	(State or other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)

	6714 NW 16th Street, Suite B, Gainesville, Florida	32653
	(Address of Principal Executive Offices)	(zip code)

	386-418-8060
	(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.0001 per share	CYTH	The Nasdaq Stock Market LLC
Warrants to purchase Common Stock	CYTHW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 24, 2022, Cyclo Therapeutics, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) to consider and vote on proposals for (i) the election of the director nominees named in the definitive proxy statement (the “Proxy Statement”) for the Annual Meeting filed with the Securities and Exchange Commission on April 29, 2022 (“Proposal I”); (ii) the approval of the compensation of the Company’s named executive officers (“Proposal II”); and (iii) the ratification of the appointment of WithumSmith+Brown, PC to serve as the Company’s independent registered public accountants (“Proposal III”). Each of the foregoing proposals is described in more detail in the Proxy Statement. Stockholders holding an aggregate of 4,718,124 shares of common stock, representing 56.1% of the outstanding shares of the Company’s common stock as of the record date, and which constituted a quorum, were present in person or represented by proxy at the Annual Meeting. The results of the voting at the Annual Meeting are presented below.

Proposal I - The seven director nominees were all elected to the Board as follows:

Director	Votes For		Votes Withheld		Broker Non-Votes
N. Scott Fine		1,945,010		54,067		2,719,047
Markus W. Sieger		1,946,540		52,837		2,718,747
Jeffrey L. Tate		1,945,911		53,466		2,718,747
Randall M. Toig		1,928,495		70,882		2,718,747
William S. Shanahan		1,582,316		414,061		2,721,747
F. Patrick Ostronic		1,934,715		64,662		2,718,747
C.E. Rick Strattan		1,601,208		398,169		2,718,747

Proposal II - The compensation of the Company’s named executive officers was approved as follows:

For			Against				Abstain				Broker Non-Votes
1,727,240				225,055				47,082				2,718,747

Proposal III - The ratification of the appointment of WithumSmith+Brown, PC was approved as follows:

For

Against

Abstain

Broker Non-Votes

4,652,221

31,278

34,625

N/A

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Cyclo Therapeutics, Inc.

	Date: June 24, 2022

	By:	/s/ N. Scott Fine
	N. Scott Fine
	Chief Executive Officer

Cyclo Therapeutics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits