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):

 

                          September 22, 2014 

 

 

Torvec, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

 

     

New York

000-24455

16-1509512

_____________________
(State or other jurisdiction

_____________
(Commission

______________
(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

     

 

1999 Mt. Read Blvd, Bldg. 3, Rochester, New York

 

 

 14615

_________________________________
(Address of principal executive offices)

 

___________
(Zip Code)

     

Registrant’s telephone number, including area code:

 

585-254-1100

 

 

 

Not Applicable
______________________________________________
(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: 

 

[ ] 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))

 

 

 
 

 

 

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Following its equity raise of $5,000,000 in March 2014, the Company had previously indicated that it intends to raise up to an additional $1,000,000 in funds through the issuance of a new series of preferred stock before the end of September 2014. Since the Company wants to have more flexibility with the timing of this effort, it is choosing to delay this equity raise for three to six months. In connection with this delay and as part of an effort to reduce costs, Torvec executives have elected as of September 22, 2014 to reduce their compensation for a short period. Top management wants to do all it can to be able to realize its objectives while minimizing the likelihood of having to seek additional funds through any future, unplanned issuances of equity. The annual salary of Richard A. Kaplan, CEO, has been decreased from $50,000 to $25,000, the annual salary of Keith E. Gleasman, President and Vice President of Marketing, has been decreased from $100,000 to $62,500, and the annual salary of Robert W. Fishback, CFO, has been decreased from $200,000 to $175,000.

 

 

Forward-Looking Statements

 

The statements contained in this report that are not purely historical are forward-looking statements. Forward-looking statements deal with the Company’s current plans, intentions, beliefs and expectations. Investors are cautioned that all forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Many of these risks and uncertainties are discussed in the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the Securities and Exchange Commission (the “SEC”), and in any subsequent reports filed with the SEC, all of which are available at the SEC’s website at www.sec.gov. All forward-looking statements speak only as of the date of this report and the Company undertakes no obligation to update such forward-looking statements.

 

 

 

 
 

 

 

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.

 

 

 

Torvec, Inc.

 

 

 

 

 

September 22, 2014 

By:

/s/ Robert W. Fishback

 

 

 

Robert W. Fishback

 

 

 

Chief Financial Officer and Principal Accounting Officer