CynergisTek (CTEK) Shareholders Approve Merger Agreement

CynergisTek, Inc. (NYSE American: CTEK) today announced that its stockholders have voted to approve the previously announced merger agreement dated May 23, 2022 (“Merger Agreement”) with Clearwater Compliance LLC (“Clearwater”), a healthcare focused cybersecurity, compliance, and risk management solutions firm, and approval of the proposed merger contemplated by the Merger Agreement in an all cash transaction that values CynergisTek at approximately $17.7 million (the “Merger”).

CynergisTek today held its virtual special meeting of stockholders (the “Special Meeting”) to vote on, among other things, the Merger Agreement and proposed Merger with a subsidiary of Clearwater.

The first proposal, to adopt the Merger Agreement and approve the Merger, was approved by the affirmative vote of a majority of the outstanding shares of CynergisTek common stock entitled to vote thereon.

The second proposal, which was a non-binding, advisory proposal to approve compensation that will or may become payable by CynergisTek to its named executive officers in connection with the Merger, was approved by the affirmative vote of the holders of a majority of the shares of CynergisTek common stock entitled to vote thereon and virtually present in person by remote communication, or represented by proxy.

Under the terms of the Merger Agreement, Clearwater will acquire all of CynergisTek’s common stock for $1.25 per share in cash. The parties expect the transaction to close on September 1, 2022. Upon completion of the transaction, CynergisTek’s shares will no longer trade on the NYSE American Stock Market, and CynergisTek will become a private company.

Full results of the vote will be reported on a Form 8-K that CynergisTek will file with the U.S. Securities and Exchange Commission (the “SEC”). References herein to terms of the Merger Agreement are subject to, and are qualified by reference to, the full terms of the Merger Agreement, which CynergisTek filed with the SEC on Form 8-K on May 23, 2022.

Advisors

American Growth Capital is acting as financial advisor to CynergisTek, with Kirton McConkie PC acting as CynergisTek’s legal counsel.

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