UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of ~~the~~The Securities Exchange Act of 1934

~~June~~Date 29of Report: July 25, 2022

~~Date of Report~~ (Date of earliest event reported)

_________________________________________

CYNERGISTEK, INC.

(Exact name of registrant as specified in its charter)

~~DELAWARE~~ __________________________________________

(State or other jurisdiction of incorporation)

Delaware

000-27507

37-1867101

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

000-27507	37-1867101
(Commission File Number)	(I.R.S. Employer Identification No.)

11940 Jollyville Road, Suite 300-N

Austin, Texas 78759

(Address of principal executive offices, including zip code)

(512) 402-8550

(Registrant’'s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ 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 ~~Soliciting~~registered ~~material~~ pursuant to ~~Rule~~Section ~~14a-~~12(b) ~~under~~of the ~~Exchange~~ Act ~~(17 CFR 240.14a-12)~~:

☐ 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 Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	CTEK	NYSE American

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

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

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.

☐

~~Emerging~~Item ~~growth~~8.01 ~~company ☐~~Other Events.

IfOn anJuly ~~emerging~~25, ~~growth~~2022, ~~company~~CynergisTek, ~~indicate~~Inc. by(the ~~check~~“Company”) ~~mark~~issued ifa press release announcing the ~~registrant~~filing ~~has~~of ~~elected~~its ~~not~~Definitive toProxy ~~use~~Statement ~~the~~on ~~extended~~Schedule ~~transition~~14A ~~period~~(the ~~for~~“Proxy ~~complying~~Statement”) with ~~any~~the ~~new~~Securities orand ~~revised~~Exchange ~~financial~~Commission ~~accounting~~(the ~~standards~~“SEC”) ~~provided~~for ~~pursuant~~its special meeting of stockholders to, ~~Section~~among 13other things, consider and vote on the adoption of the previously announced merger agreement dated May 23, 2022 (a“Merger Agreement”) with Clearwater Compliance LLC, a healthcare focused cybersecurity, compliance, and risk management solutions firm, and approval of the ~~Exchange~~proposed ~~Act~~merger contemplated by the Merger Agreement. ☐

Item 89.~~01.Other~~01Financial ~~Events.~~Statements and Exhibits

~~On June 29, 2022, CynergisTek, Inc.~~ (~~the “Company”~~d) issued a press release announcing the expiration of the “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”), and an update regarding the previously announced Acquisition Proposal (as defined in the Merger Agreement) the Company received from a potential strategic buyer during the “go-shop” period. 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.Exhibits

Item 9.01Financial Statements and Exhibits.

Exhibit Number		Description
99.1		Press Release of CynergisTek, Inc. dated July 25, 2022
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

~~(d)~~Cautionary ~~Exhibits. See~~Note ~~the~~Regarding ~~Exhibit~~Forward ~~Index~~Looking ~~attached to this Current Report on Form 8-K, which is incorporated herein by reference~~Statements 

Exhibit No.	Description of Exhibit
99.1	Press Release of CynergisTek, Inc. dated June 29, 2022
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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.

~~Cautionary~~ Additional ~~Note~~Information ~~Regarding~~and ~~Forward-Looking~~Where ~~Statements~~to Find It

~~Statements~~In inconnection ~~this~~with ~~filing (including~~ the ~~Exhibits hereto) regarding the~~ proposed ~~transaction between Clearwater Compliance LLC~~Merger, ~~Clearwater Compliance Acquisition Company I, and~~ the Company ~~(the~~has ~~“Merger”),~~filed ~~and~~with ~~any other statements about future expectations, plans, and prospects for~~ the ~~Company,~~SEC ~~including statements containing~~ the ~~words~~Proxy ~~“believes,”~~Statement ~~“will,”~~for ~~“anticipates,” “plans,” “expects,” and similar expressions, constitute forward-looking statements within~~ the ~~meaning~~special ofmeeting ~~the Private Securities Litigation Reform Act~~ of ~~1995.~~its ~~Actual~~stockholders ~~results~~and may ~~differ~~file ~~materially~~other ~~from~~relevant ~~those~~documents ~~indicated~~with ~~by such forward-looking statements as a result of various important factors, including~~ the ~~risk~~SEC ~~that~~regarding the proposed Merger. This ~~may~~communication is not ~~be completed in~~ a ~~timely~~substitute ~~manner,~~for ~~or at all, which may adversely affect~~ the ~~Company’s~~Proxy ~~business~~Statement ~~and~~or 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~~document 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,~~may ~~operating~~file ~~results, and relationships~~ with ~~customers, suppliers, competitors and others; risks that~~ the SEC. The ~~proposed~~Proxy ~~Merger~~Statement ~~may~~was ~~disrupt~~mailed ~~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~~stockholders ~~business~~commencing ~~operations;~~on ~~the outcome of any legal proceedings that may be instituted against the Company related to the Merger Agreement~~ or ~~the~~about ~~proposed~~July ~~Merger; risks relating to product development and commercialization~~25, ~~limited~~2022. STOCKHOLDERS ~~demand~~ARE ~~for~~ADVISED ~~the~~TO ~~Company’s~~READ ~~products~~THE ~~and~~PROXY ~~services,~~STATEMENT ~~limited~~AND ~~number~~ANY ofOTHER ~~customers,~~DOCUMENTS ~~risks~~FILED ~~associated~~OR ~~with~~TO ~~competition,~~BE ~~uncertainties~~FILED ~~associated~~WITH ~~with~~THE ~~regulatory~~SEC ~~agency~~CAREFULLY ~~approvals,~~AND ~~competitive~~IN ~~pricing~~THEIR ~~pressures,~~ENTIRETY ~~downturns~~WHEN inTHEY ~~the~~BECOME ~~economy~~AVAILABLE, ~~acquisition-related~~AS ~~risks;~~WELL ~~and~~AS ~~other~~ANY ~~factors~~AMENDMENTS ~~discussed~~OR inSUPPLEMENTS ~~the~~TO ~~Company’s~~THOSE ~~most recent quarterly and annual reports filed with the SEC. In addition~~DOCUMENTS, ~~the~~BECAUSE ~~forward-looking~~THEY ~~statements~~WILL ~~included~~CONTAIN inIMPORTANT ~~this~~INFORMATION ~~filing~~ABOUT ~~represent~~THE ~~the~~PROPOSED ~~Company’s views as of the date of this document~~MERGER. 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~~Stockholders ~~Information~~may obtain a free copy of the Proxy Statement and ~~Where~~any toamendments ~~Find~~or Itsupplements 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.

InParticipants ~~connection~~in ~~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.Solicitation

~~Investors~~The Company and ~~security~~its ~~holders~~directors, ~~will~~executive officers and other members of its management and employees may be ~~able~~deemed to ~~obtain~~be ~~free~~participants ~~copies~~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 ~~and~~information about the direct or indirect interests of those participants may be included in other documents filed with the SEC byregarding the ~~Company~~proposed Merger, ~~once~~if ~~such~~and ~~documents~~when ~~are~~they ~~filed~~become ~~with~~available. Free ~~the~~copies ~~SEC,~~of ~~through~~these ~~the~~materials ~~web~~may ~~site~~be ~~maintained~~obtained byas ~~the~~described ~~SEC~~in atthe ~~www~~preceding paragraph.~~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.SIGNATURE

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

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.

CYNERGISTEK, INC.

Date:	July 25, 2022
By:	/s/ Paul T. Anthony
Name:	Paul T. Anthony
Title:	Chief Financial Officer

SIGNATURES

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

CYNERGISTEK, INC.
Date:	June 29, 2022
By:	/s/ Paul T. Anthony
Name:	Paul T. Anthony
Title:	Chief Financial Officer

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