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 §240.14a-12 |
| CTD Holdings, 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 the appropriate box):
| ☒ | No fee required. |
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2) | Aggregate number of securities to which transaction applies: | |
| 3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
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| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
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| 4) | Date Filed: | |
CTD HOLDINGS, INC.
27317 Holdings, Inc.
6714 NW 78th Avenue
High Springs,16th Street, Suite B
Gainesville, Florida 32643
32653
NOTICE OF ANNUALSPECIAL MEETING OF SHAREHOLDERS
November 22, 2004
The Annual
To Be Held on May 23, 2018
To Our Shareholders:
You are cordially invited to attend a Special Meeting of Shareholders of CTD Holdings, Inc., a Florida corporation (the "Company"“Company”), will to be held at 27317 NW 78th Avenue, in the city of High
Springs, Florida 32643, on Monday, November 22, 2004,May 23, 2018, at 10:00 AM local time,a.m., Eastern Daylight Time, at Hyatt Regency Orlando International Airport, 9300 Jeff Fuqua Blvd, Orlando, Florida 32827, for the transaction of the following business:
(1)purposes:
1. To elect directorsapprove an amendment to the BoardCompany’s Articles of DirectorsIncorporation 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.
(2)Company’s Articles of Incorporation deleting references to the Series A Preferred Stock, which is no longer outstanding;
3. To ratifyapprove an amendment to the selectionCompany’s Articles of James Moore & Co. asIncorporation deleting Article XII, which provides the Company's
independent auditor forCompany’s shareholders with a right of first refusal on shares of common stock issued to the fiscal year 2005.
(3)Company’s founder; and
4. To transact such other business as may properly come before the special meeting or any adjournment or adjournmentspostponement thereof.
The
Shareholders of record at the close of business on April 4, 2018 are entitled to notice and to vote at the special meeting and any adjournment or postponement of the meeting.
Whether or not you plan to attend the special meeting, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, 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.
By Order of the Board of Directors
N. Scott Fine
Chairman of the Board and
Chief Executive Officer
April 16, 2018
CTD HOLDINGS, INC.
6714 NW 16th Street, Suite B
Gainesville, Florida 32653
PROXY STATEMENT
Special Meeting of Shareholders to be held on May 23, 2018
The enclosed proxy is solicited on behalf of the Board of Directors of CTD Holdings, Inc., a Florida corporation (the “Company”), for use at the special meeting of shareholders to be held on May 23, 2018, at 10:00 a.m., Eastern Daylight Time, or at any adjournment or postponement of the meeting, for the purposes set forth in this proxy statement and in the accompanying Notice of Special Meeting.
The special meeting will be held at Hyatt Regency Orlando International Airport, 9300 Jeff Fuqua Blvd, Orlando, Florida 32827.
The Company intends to mail this proxy statement and accompanying proxy card on or about April 16, 2018 to all shareholders entitled to vote at the special meeting.
All expenses incurred in connection with this solicitation will be paid by the Company.
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:
● | Voting by Internet. You may vote over the Internet using the directions on your proxy card by accessing the website address printed on the card. The deadline for voting over the Internet is May 22, 2018, at 11:59 p.m., Eastern Standard Time. If you received a proxy card and vote over the Internet, you need not return your proxy card. |
● | Voting by Proxy Card. You may vote by completing and returning your signed proxy card. To vote using your proxy card, please mark, date and sign the card and return it by mail in the accompanying postage-paid envelope. You should mail your signed proxy card sufficiently in advance for it to be received by May 22, 2018. |
● | Voting by Telephone. If you hold your shares through a broker, bank or other nominee, you may vote using the directions on your proxy card by calling the toll-free telephone number printed on the card. The deadline for voting by telephone is May 22, 2018, at 11:59 p.m., Eastern Standard Time. If you received a proxy card and vote by telephone, you need not return your proxy card. |
● | Voting in Person. You may vote in person at the special meeting if you are the record owner of the shares to be voted. You can also vote in person at the special meeting if you present a properly signed proxy that authorizes you to vote shares on behalf of the record owner. |
Record Date and Voting Rights
The Board has fixed the close of business on October 27, 2004,April 4, 2018, as the record date for the determination of stockholders who are entitled to notice
of, and to vote at, the Annual Meeting and/or any adjournment or adjournments
thereof. Only holders of record of Common Stock at the close of business on
October 27, 2004, will be entitled to notice of, and to vote at, the Annual
Meeting and/or any adjournment or adjournments thereof.
In order to assure that your interests will be represented, whether or not you
plan to attend the Annual Meeting in person, please complete, date and sign the
enclosed form of proxy and return it promptly in the enclosed envelope.
By Order of the Board of Directors
C.E. Rick Strattan
President
October 29, 2004
CTD HOLDINGS, INC.
27317 NW 78th Avenue
High Springs, Florida 32643
(386) 454-0887 Fax (386) 454-8134
E-mail ctd@cyclodex.com
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
November 22, 2004
This proxy statement and accompanying form of proxy will be mailed to holders of
Common Shares on or about October 29, 2004. They are furnished in connection
with the solicitation by the Board of Directors (hereinafter sometimes referred
to as the "Board") of CTD Holdings, Inc. (hereinafter sometimes referred to as
the "Company"), of proxies for use at the Annual Meeting of Shareholders of the
Company to be held on November 22, 2004, at 10:00 AM EST, at 27317 NW 78th
Avenue, High Springs, Florida 32643, and at any adjournment or adjournments
thereof.
At the Annual Meeting, the shareholders of the Company will be asked to consider
and vote (1) to approve the election of two (2) directors to serve until the
next annual meeting and (2) to ratify the selection of James Moore & Co. as the
Company's independent auditor for the fiscal year 2005. The Board of Directors
recommends you vote "FOR" these proposals.
VOTING INFORMATION
The Board of Directors has fixed the close of business on October 27, 2004, as
the record date for determination of shareholders entitled to notice of, and to
vote at, the Annual Meeting and at any adjournment thereof. Accordingly, only
holders of record of common shares at the close of business on the record date
will be entitled to receive notice of and to vote at the special meeting and any adjournment or postponement of the special meeting. On any
matter which may properly come beforeAs of the meeting,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 shares of
record on the record datestock are entitled to one vote per share. Onshare 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 date, October 27, 2004, commonin order for your shares were issuedto be voted. If your shares are not registered in your own name and outstanding, representing
__________________ votes.
Shareholders whoyou 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 plan togive your broker, bank or nominee specific instructions, your shares may not be present atvoted on those matters and will not be counted in determining the Annual Meeting are requested
to date and signnumber of shares necessary for approval.
How Your Proxy Will Be Voted
If you vote by proxy, the enclosed form of proxy and return itholders will vote your shares in the return envelope
provided. All commonmanner you indicate. You may specify whether your shares whichshould 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 represented atnot made, the meeting by properly
executed proxies received prior to or at the meeting and not revokedproxy will be voted in accordance withfavor of the instructions indicated proposals set forth in the accompanying “Notice of Special Meeting of Shareholders” and in such proxies. If no
instructions are indicated, such proxies will be voted "FOR" election of the
nominees listed therein as directors of the Company who will constitute the
entire Board of Directors of the Company, and "FOR" ratifying the selection of
James Moore & Co.manner as the Company's auditors forproxy holders named on the 2005 fiscal year.
Under applicable provisions of the Florida Business Corporation Act,enclosed proxy card in their discretion determine upon such other business to
be considered at the Annual Meeting is confined to that business described in
the notice of meeting to which this proxy statement is attached. Thus, the
matters toas may properly come before the meeting will be limited to those matters described in
the notice. All proxies presented at the Annual Meeting, whether given to vote
in favor of or against the foregoing proposals, will, unless contrary written
instructions are noted on the form of proxy, also entitle the persons named in
such proxy to vote such proxies in their discretion on any proposal to adjourn
thespecial meeting or otherwise concerning the conduct of the meeting.
Shareholders have the rightany adjournment or postponement thereof.
How You Can Revoke Your Proxy and Change Your Vote
Any proxy given pursuant to revoke their proxies by notifying the Secretary
of the Company in writing at any time prior to the time the common shares
represented thereby are actually voted. Proxiesthis solicitation may be revoked by (i) filingthe person giving it at any time before it is voted by:
● | attending the special meeting and voting in person; |
● | delivering a written revocation to the Company’s Chief Executive Officer; |
● | timely submitting another signed proxy card bearing a later date; or |
● | timely voting by telephone or over the Internet as described above. |
Your most current proxy card, telephone, or Internet proxy is the one that 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 vote on such proposal. Accordingly, abstentions and broker non-votes will have the same effect as votes against such proposals.
PROPOSAL NO. 1
AMENDMENT 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 the 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:
● | raising capital; |
● | providing equity incentives to employees, officers or directors; |
● | establishing strategic relationships with other companies; and |
● | the acquisition of other businesses or products. |
The terms of additional shares of common stock will be identical to those of the currently outstanding shares of the Company’s common stock. However, because holders of the Company’s common stock have no preemptive rights to purchase or subscribe for any unissued stock of 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.
Effects of the Increase in Authorized Shares
Immediately 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 stock 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 one 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’s management could have the effect of making it more difficult to remove the Company’s 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. 2
AMENDMENT 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 had the right to vote with the holders of common stock on all matters submitted to a vote of shareholders, with shares of Series A Preferred Stock being entitled 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 is no longer outstanding.
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 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 the provisions of Article IV of the Company’s Article of Incorporation setting forth the terms of the Series A Preferred 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. 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.
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
PROPOSAL NO. 3
AMENDMENT 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
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.
PRINCIPAL SHAREHOLDERS
The following table shows the ownership of the common stock and Series B Preferred Stock of the Company on April 4, 2018, by (i) those persons known by the Company to be beneficial owners 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. Beneficial ownership is taken atdetermined in accordance with the rules of the SEC. Shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days of April 4, 2018 are deemed outstanding for computing the percentage ownership of the shareholder holding the options or warrants, but are not deemed outstanding for computing the percentage ownership of any other shareholder. Percentage of ownership is based on 73,504,500 shares of Common Stock and 15,500 shares of Series B Preferred Stock outstanding as of April 4, 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 stock 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.
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 | % | |||||||||
| Dr. Randall M. Toig | -- | -- | -- | -- | ||||||||||||
All Directors and Executive Officers as a Group (8 Persons) | 35,131,683 | (10) | 46.0 | % | 2,750 | 17.7 | % | |||||||||
* Less than one percent.
(1) | Unless otherwise indicated, the business address of each officer and director of the Company is c/o CTD Holdings, Inc., 6714 NW 16th Street, Suite B, Gainesville, Florida 32653. |
(2) | Based solely on a Schedule 13D/A filed by Mr. Strattan with the SEC on October 20, 2015, and Form 4s filed by Mr. Strattan on June 8, 2016, July 26, 2016, April 4, 2017 and February 5, 2018. Includes currently exercisable warrants to purchase 40,000 shares of Common Stock and 630,738 shares of Common Stock owned by TFBU, Inc. (“TFBU”), a tax exempt organization under Section 501(c)(3) of the Internal Revenue Code. Mr. Strattan has sole voting and dispositive power with respect to the shares of Common Stock issued in the name of TFBU. |
(3) | Based on a Schedule 13D/A filed by Novit, LP and its affiliates with the SEC on July 21, 2015. 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. |
(4) | Includes currently exercisable warrants to purchase 200,000 shares of Common Stock. |
(5) | Includes currently exercisable warrants to purchase 1,045,714 shares of Common Stock. Includes 285,714 shares of Common Stock and warrants to 285,714 shares of Common Stock held of record by FYD Holdings, LLC, of which Mr. Fine is the sole member. |
(6) | Includes currently exercisable warrants to purchase 142,857 shares of Common Stock. |
(7) | Includes currently exercisable warrants to purchase 371,428 shares of Common Stock. |
(8) | Includes currently exercisable warrants to purchase 20,000 shares of Common Stock. |
(9) | Includes currently exercisable warrants to purchase 1,085,714 shares of Common Stock. |
(10) | Includes currently exercisable warrants to purchase 2,905,713 shares of Common Stock. |
SUBMISSION OF SHAREHOLDER PROPOSALS
Pursuant to Rules 14a-4 and 14a-5(e) under the Exchange Act, to be included in the proxy statement for our next Annual Meeting eitherof Shareholders, shareholder proposals must be received by us at our principal executive office a written notice of revocation bearingreasonable 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 later date than thesingle address will receive only one proxy or a duly executed proxy relatingstatement at that address unless we have received instructions to the same shares bearingcontrary from any shareholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, if a later date
than the othershareholder of record residing at such an address wishes to receive a separate copy of this proxy statement or (ii) attending the Annual Meeting and voting in person
(although attendance at the meeting will not in and of itself constitute a
revocation of a proxy). Any written notice revoking afuture proxy statements, he or subsequent proxy
should be sent toshe may contact Jeffrey Tate, our Chief Operating Office, CTD Holdings, Inc., 273176714 NW 78th Avenue, High Springs,16th Street, Suite B, Gainesville, Florida 32643, Attention: Secretary.
Under32653 (telephone number (386) 418-8060). We will deliver separate copies of this proxy statement promptly upon written or oral request. If you are a shareholder of record receiving multiple copies of this proxy statement, you can request householding by contacting us in the applicablesame 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.
EXPENSES
The Company will pay all expenses incurred in connection with this solicitation, including postage, printing, handling and the actual expenses incurred by custodians, nominees and fiduciaries in forwarding proxy materials to beneficial owners. In addition to solicitation by mail, certain of the Company’s officers, directors and regular employees, who will receive no additional compensation for their services, may solicit proxies by telephone, personal communication or other means. The Company will also reimburse brokerage firms and other persons representing beneficial owners of shares for reasonable expenses incurred in forwarding proxy soliciting materials to the beneficial owners.
Appendix A
PROPOSED ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
CTD HOLDINGS, INC.
The Articles of Incorporation, as amended, of CTD HOLDINGS, INC., a Florida corporation (the “Corporation”), are hereby amended pursuant to the provisions of Section 607.1003 of the Florida Business Corporation Act, and the
Company's By-Laws, if a quorum is present, the favorable vote of a simple
majoritysuch amendments are set forth below:
FIRST: The name of the votes cast by holders of Common Stock, voting in person or by
proxy, at the Annual Meeting will be required in order to approve the matters
referred to in proposals (1) and (2) below.
PROPOSAL 1 - ELECTION OF DIRECTORS
Two (2) directors, constituting the entire Board of Directors,Corporation is proposed to be
elected to serve until the next Annual Meeting of shareholders, or until a
successor shall be elected and shall qualify. The following persons are proposed
to be nominated:
Principal Occupation Year First
and Other Major Became
Name, Age Age Affiliations Director
C.E. Rick Strattan 58 President, CEO and Chairman 1990
George L. Fails 57 Operations Manager 2001
C.E. Rick Strattan, President, CEO and Director since 1990. Mr. Strattan served
as treasurer“CTD Holdings, Inc.”
SECOND: Article IV of the Company from August, 1990,Corporation’s Articles of Incorporation is hereby amended and restated in its entirety to May, 1995. From November 1987
through July 1992, Mr. Strattan was with Pharmatec, Inc., where he servedread as Directorfollows:
“The total number of Marketingshares of capital stock that this Corporation shall have the authority to issue and Business Development for CDs. Mr. Strattan was
responsible for CD salesto have outstanding at any one time is five hundred million (500,000,000) shares of common stock, par value $0.0001 per share, 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 Divisionfive million (5,000,000) shares of American Hospital Supply
Corporation. Mr. Strattan is a graduatepreferred stock, par value $0.001 per share. Series 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.
George L. Fails, Operations Manager CTD, Inc. since 2000. Mr. Fails currently
serves as Operations Manager for CTD, Inc. Prior to joining the Company, Mr.
Fails served as a Detective Sergeant with the Veterans Administration Hospital
in Gainesville, Florida, with special duties as a Predator Officer with the US
Marshall's Service. From 1965 until his retirement in 1986, Mr. Fails served
with the US Army Special Forces, including several tours in Viet Nam, Salvador,
and Angola. Mr. Fails also served two years with a United States intelligence
arm. Mr. Fails received his BA from the University of the Philippines, and has
also received degrees from 43 Military schools, as well as the Federal Police
Academy in Little Rock, Arkansas.
The principal occupation of the nominees during at least the last five years is
that shown in the table above. If the nominees for directors should become
unavailable for election (which the Board of Directors has no reason to believe
will be the case), the shares represented by the enclosed proxy will be voted
for such substitute nominees aspreferred stock may be nominated by the Board of Directors.
Directors, including directors also serving the Company in another capacitycreated and receiving separate compensation therefore shall be entitled to receive from the
Company as compensation for their services as directors such reasonable
compensation as the board mayissued from time to time, determine,with such designations, preferences, conversion rights, cumulative, relative, participating, optional or other rights, including voting rights, qualifications, limitations or restrictions thereof as shall be stated and shall also be
entitled to reimbursements for any reasonable expenses incurredexpressed in attending
meetings of directors. To date, the Board of Directors has received no
compensation, and no attendance fees have been paid.
The Board of Directors recommends that all shareholders vote "FOR" approval of
the two nominees to the Company's Board of Directors.
PROPOSAL 2 - RATIFICATION OF INDEPENDENT AUDITORS
The Audit Committee has selected James Moore & Co. as the Company's independent
auditorresolution or resolutions providing for the 2005 fiscal year,creation and the Board is asking shareholders to ratify
that selection. Although current law, rules and regulations, as well as the
charter of the Audit Committee, require the Company's independent auditor to be
engaged, retained and supervised by the Audit Committee, the Board considers the
selection of the independent auditor to be an important matter of shareholder
concern and is submitting the selection of James Moore & Co. for ratification by
shareholders as a matter of good corporate practice.
The affirmative vote of holders of a majority of the shares of common stock
represented at the meeting is required to approve the ratification of the
selection of James Moore & Co. as the Company's independent auditor for the
current fiscal year.
The Board of Directors recommends that all shareholders vote "FOR" the
ratification of James Moore & Co. as the Company's independent auditors for the
2005 fiscal year.
OWNERSHIP OF SECURITIES
Our voting securities are currently comprised of our common stock. The holders
of our shares of common stock are entitled to one vote for each outstanding
share on all matters submitted to our shareholders. The following table contains
information regarding record ownership of our voting securities as of October
28, 2004 held by persons who own beneficially more than 5% of our outstanding
common stock; our directors; named executive officers; and all of our directors
and officers as a group.
A person is deemed to be the beneficial owner of securities that can be acquired
by such a person within 60 days from June 30, 2004 upon exercise of options,
warrants or convertible securities. Each beneficial owner's percentage ownership
is determined by assuming that options, warrants and convertible securities that
are held by such a person (but not those held by any other person) and are
exercisable within 60 days from that date have been exercised. Unless otherwise
indicated, the address of each of the listed beneficial owners identified is
27317 N.W. 78 Avenue, High Springs, Florida 32643.
Name of Amount and Nature of Percentage Percentage
Beneficial Owner Beneficial Ownership Common Preferred
C.E. Rick Strattan(1) 1,400,051 Common 20.78%
1 Series A Preferred 100%
George L. Fails (2) 140,464 Common 2.00% 0%
All officers and directors 1,540,515 Common 22.78%
as a group (two persons) 1 Series A Preferred 100%
(1) The shares of common stock beneficially owned by Mr. Strattan include
502,318 shares which are issuable to Mr. Strattan pursuant to the terms of his
2004 employment agreement.
(2) The shares of common stock beneficially owned by Mr. Fails includes 100,464
shares which are issuable to Mr. Fails pursuant to the terms of his
2004employment agreement.
COMPLIANCE WITH SEC REPORTING REQUIREMENTS
Under the securities laws of the United States, the Company's directors,
executive officers, and any persons holding more than five percent of the
Company's Common Stock are required to report their initial ownership of the
Company's Common Stock and any subsequent changes in their ownership to the
Securities and Exchange Commission ("SEC"). Specific due dates have been
established by the SEC, and the Company is required to disclose in this Proxy
Statement any failure to file by those dates. Based upon (i) the copies of
Section 16(a) reports that the Company received from such persons for their 2003
fiscal year transactions and (ii) the written representations received from one
or moreissuance of such persons that no annual Form 5 reports were required to be filed
for them for the 2003 fiscal year, the Company believes that there has been
compliance with all Section 16(a) filing requirements applicable to such
officers, directors, and five-percent beneficial owners for such fiscal year.
EXECUTIVE COMPENSATION AND RELATED INFORMATION
The Boardseries of Directors sets the compensation of the Chief Executive Officer,
reviews the design, administration and effectiveness of compensation programs
for other key executives, and approvespreferred stock option grants for all executive
officers. The Board of Directors believes that compensation programs should be
designed to attract, motivate and retain talented executives, and should be
determined within a competitive framework and based on the achievement of
designated financial targets, individual contribution, customer satisfaction and
financial performance relative to that of the Company's competitors. Within this
overall philosophy, the Company's objectives are to: Offer a total compensation
program that takes into consideration the compensation practices of a group of
peer companies and other selected companies with which the Company competes for
executive talent (the "Peer Companies"); Provide annual variable incentive
awards that take into account the Company's overall financial performance in
terms of designated corporate objectives, as well as individual contributions
and customer satisfaction; Align the financial interests of executive officers
with those of shareholders by providing significant equity-based, long-term
incentives. The three major components of the Company's executive officer
compensation are: (i) base salary, (ii) variable incentive awards, and (iii)
long-term, equity-based incentive awards. The base salary for each executive
officer is determined at levels considered appropriate for comparable positions
at Peer Companies. To reinforce the attainment of Company goals, the Board of
Directors believes that a substantial portion of the annual compensation of each
executive officer should be in the form of variable incentive pay. The Board of
Directors evaluates Company performance based on both revenue and profit before
interest and taxes that must be attained before any incentives are awarded. The
Board of Directors determines the size of long-term, equity-based incentives
according to each executive's position within the Company and sets a level it
considers appropriate to create a meaningful opportunity for stock ownership. In
addition, the Board of Directors takes into account an individual's recent
performance, potential for future responsibility and promotion, and the number
of unvested options held by each individual at the time of the new grant.
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth the compensation earned, by the Company's Chief
Executive Officers for services rendered in all capacities to the Company and
its subsidiaries for each of the last three fiscal years. The individuals
included in the table will be collectively referred to as the "Named Officers."
SUMMARY COMPENSATION TABLE
(three fiscal years ended December 31, 2000, 2001 and 2003)
Annual Long-Term
Compensation Compensation
Other Annual All Other
Name and Position Year Salary Bonus Compensation Compensation
- -------------------------------------------------------------------------------------------------------------
C.E. Rick Strattan 2003 $ 36,000 -0- $50,000 $ -0-(1)
President, CEO 2002 $ 33,346 -0- -0- $ -0-
Chairman 2001 $ 835 -0- -0- $ 59,687(2)
George L. Fails 2003 $ 20,836 -0- -0- $ -0-
Operations Manager 2002 $ 20,000 -0- -0- $ -0-
2001 $ 20,000 -0- -0- $ -0-
(1) Reflects grants of 1,000,000 shares
(2) Reflects grants of 800,000 shares
On October 14, 2003, the Company entered into a one-year Employment Agreement
with C.E. Rick Strattan, the Company's president, with an annual salary of
$36,000 and $5,000 per month in restricted common shares of the Company based on
80% of the closing value of the Company's shares on the last day of the month in
which the shares are awarded. No shares were awarded under the Employment
Agreement in 2003. As of September 30, 2004, 502,318 shares have been awarded
pursuant to the Employment Agreement. The Company has agreed to register Mr.
Strattan's shares awarded pursuant to his employment contract.
Effective January 1, 2004, the Company entered into a one-year Employment
Agreement with George L. Fails to serve as Operations Manager. Mr. Fails is
compensated $1,900 monthly, plus $1,000 per month in restricted common shares of
the Company, based on 80% of the closing value of the Company's shares on the
last day of the month in which the shares are awarded. As of September 30, 2004,
100,464 shares have been awarded pursuant to the Employment Agreement.
On November 17, 2003, the Company entered into an agreement with Big Apple
Consulting of Longwood, Florida, to provide PR/IR and financial consulting
services. The term of the contract was for six months. Mr. Strattan transferred
500,000 common shares held by him to Big Apple as a consulting fee.
SHAREHOLDER PROPOSALS FOR 2004 PROXY STATEMENT
Shareholder proposals that are intended to be presented at the Company's Annual
Meeting of Shareholders to be held in 2005 must be received by the Company no
later than July 1, 2005, in order to be included in the proxy statement and
related proxy materials. Please send any such proposals to CTD Holdings, Inc.,
27317 NW 78th Avenue, in the city of High Springs, Florida 32643, Attn: Investor
Relations. In addition, the proxy solicitedadopted by the Board of Directors 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 stock of the Corporation, any preemptive or preferential rights to purchase or subscribe for any other shares of any class or series of this Corporation now or hereafter authorized, 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 contained in these Articles of Amendment was the holders of shares of the Corporation’s common stock and Series B Convertible Preferred Stock voting together as a single group. These Articles of Amendment were duly adopted by the shareholders on May 23, 2018 at the Corporation’s special meeting of shareholders. The number of vote cast for the 2005 Annualamendment above by the shareholders was sufficient for its approval.
IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment, effective as of this 23 day of May, 2018.
CTD HOLDINGS, INC. | |||
By: | |||
Name: | |||
Title: | |||
| VOTE ON INTERNET | |
Go to http://www.vstocktransfer.com/proxy and log-on using the below control number. | |
| CONTROL # | |
| VOTE BY MAIL | |
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| * SPECIMEN * | VOTE IN PERSON |
1 MAIN STREET ANYWHERE PA 99999-9999 | If you would like to vote in person, please attend the Special Meeting to be held on May 23, 2018 at 10:00 a.m. EDT. |
| VOTE BY E-MAIL | |
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| VOTE BY FAX | |
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Please Vote, Sign, Date and Return Promptly in the Enclosed Envelope, or via Fax.
Special Meeting Proxy Card - Common Stock
 | DETACH PROXY CARD HERE TO VOTE BY MAIL | |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2, AND 3.
(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; |
 VOTE FOR | VOTE AGAINST | ABSTAIN |
(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; |
| VOTE FOR | VOTE AGAINST | ABSTAIN |
(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. |
| VOTE FOR | VOTE AGAINST | ABSTAIN |
| Date | Signature | Signature, if held jointly | ||
To change the address on your account, please check the box at right and indicate your new address.
CTD HOLDINGS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints N. Scott Fine and Jeffrey L. Tate and each 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. (the “Company”) beginning on May 23, 2018 in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board of Directors”) to be used at the Special Meeting of Shareholders (the “Special Meeting”) to be held on May 23, 2018 at 10:00 A.M. (Eastern Daylight Time) and at any postponement of adjournment thereof. The Special Meeting will confer discretionary authoritybe held at Hyatt Regency Orlando International Airport, 9300 Jeff Fuqua Blvd, Orlando, Florida 32827.
This proxy, when properly executed, will be voted as directed. If no direction is made, the proxy shall be voted FOR the approval to vote
on any shareholder proposal presented at that meeting.
FORM 10-KSB
THE COMPANY WILL MAIL increase the number of authorized shares, FOR THE COST OF POSTAGE, UPON WRITTEN REQUEST,the approval of deleting references to the Series A COPY OF
THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB Preferred Stock, FOR THE FISCAL YEAR ENDED DECEMBER
31, 2003, INCLUDING THE FINANCIAL STATEMENTS, SCHEDULES, AND LIST OF EXHIBITS.
REQUESTS SHOULD BE SENT TO CTD HOLDINGS, INC., 27317 NW 78th AVENUE, IN THE CITY
OF HIGH SPRINGS, FLORIDA 32643, ATTN: INVESTOR RELATIONS.
OTHER MATTERS
The Board knowsthe approval of nodeleting Article XII and, in the case of other matters to be presented for shareholder action at
the Annual Meeting. However, if other matters do properly come before the Annual
Meeting or any adjournments or postponements thereof, the Board intends that the
persons named in the proxies will vote upon such matters in accordance with
their best judgment.
Proxies are being solicited by and on behalf of the Board of Directors. The cost
of soliciting these proxies will be borne by the Company. In addition to the
solicitation of these proxies by mail, the Company will request banks, brokers
and other record holders to send proxies and proxy material to the beneficial
owners of the stock and secure their voting instructions. If necessary, the
Company may also use individuals, who will not be specifically compensated, to
solicit proxies from shareholders, either personally or by telephone, telegram
or letter. The Board and officers are not aware of any other matters which may
be presented for action at the meeting, but if other matters do properlylegally come before the meeting, it is intended that the shares of Common Stock, represented
by proxies in the accompanying form will be voted by the persons named in the
proxy in accordance with their best judgment.
You are cordially invited to attend this meeting. However, whetheras said proxy(s) may deem advisable.
Please check here if you plan to attend the meeting or not, you are respectfully urged to sign and return the
enclosed proxy, which may be revoked if you are present at the meeting and so
request.
CTD HOLDINGS, INC.
C.E. Rick Strattan
President
October 29, 2004
1
PROXY
CTD Holdings, INC.
This Proxy is Solicited by the Board of Directors for the
AnnualSpecial Meeting of Shareholders on May 23, 2018 at 10:00 a.m. (EDT). ☐
PLEASE INDICATE YOUR VOTE ON THE REVERSE SIDE
(Continued and to be Held November 22, 2004
The undersigned hereby appoints C.E. Rick Strattan, with individual power of
substitution and revocation, to vote all common shares of CTD Holdings, Inc.
(the "Corporation") which the undersigned would be entitled to vote, if
personally present at the Annual Meeting of shareholders to be held at 27317 NW
78th Avenue, in the city of High Springs, Florida 32643,signed on November 22, 2004,
and any adjournment thereof, upon matters indicated below as described in the
Notice of Annual Meeting of Shareholders and accompanying Proxy Statement dated
October 29, 2004.
This Proxy will be voted in accordance with the instructions as indicated below.
If no instructions are given, this Proxy will be voted "FOR" approval of the two
nominees to the Corporation's Board of Directors, and "FOR" the ratification of
the selection of James Moore & Co. as the Corporation's independent auditors for
the 2005 fiscal year.
Please sign where indicated and return this Proxy promptly in the
enclosed envelope.
1. Election of two (2) Directors: C.E. Rick Strattan and George L. Fails.
FOR AGAINST ABSTAIN
---------- ----------- -----------
For all nominees except as noted:
2. Ratification of the selection of James Moore & Co. as the Corporation's
independent auditors for the 2005 fiscal year.
FOR AGAINST ABSTAIN
---------- ----------- -----------
Please sign exactly as name appears on address label. Executors, administrators,
guardians, trustees, attorneys, and officers or representatives should give full
title. For joint owners, each owner should sign.
___________________________ __________________________________, 2004
Signature Printed Name Date
___________________________ __________________________________, 2004
Signature Printed Name Date
Reverse Side)