Current Report Filing (8-k)
20 January 2017 - 8:01AM
Edgar (US Regulatory)
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): January 18, 2017
POLARITYTE,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-51128
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06-1529524
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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404I-T
Hadley Road
S.
Plainfield, New Jersey 07080
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code:
(732) 225-8910
(Former
name or former address, if changed since last report.)
Please
send copies of all communications to:
Harvey
J. Kesner, Esq.
Sichenzia
Ross Ference Kesner LLP
61
Broadway, 32nd Floor
New
York, New York 10006
Telephone:
(212) 930-9700
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
On
January 18, 2017, PolarityTE, Inc. (the “Company”) entered into separate exchange agreements (each an “Exchange
Agreement”) with certain accredited investors (the “Investors”) who purchased warrants to purchase shares
of the Company’s common stock (the “Warrants”) pursuant to the prospectus dated April 13, 2016 (File
No. 333-207564) (the “Offering”). Pursuant to the Offering, the Company issued 250,000 shares of the Company’s
common stock and Warrants to purchase 187,500 shares of common stock (taking into account the reverse split of the Company’s
common stock on a 1 for 6 basis effective with The NASDAQ Stock Market LLC on August 1, 2016). The common stock and Warrants
were offered
by the Company pursuant to an effective shelf registration statement on Form
S-3, which was initially filed with the Securities and Exchange Commission on October 22, 2015 and declared effective on December
7, 2015.
Under
the terms of the Exchange Agreement, each Investor exchanged each Warrant it purchased in the Offering for 0.3 shares
of common stock. Accordingly, the Company issued an aggregate of 56,250 shares of common stock in exchange for the return and
cancellation of 187,500 Warrants.
The
foregoing descriptions of the Exchange Agreement is not complete and is qualified in its entirety by reference to the full text
of the Form of Exchange Agreement, a copy of which is filed as Exhibit 10.1 to this report and is incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities
Pursuant
to the Exchange Agreements, the Company exchanged the Warrants for an aggregate of 56,250 shares of the Company’s common
stock. The details of this transaction are described in Item 1.01, which is incorporated by reference, in its entirety, into this
Item 3.02. The securities issued pursuant to the Exchange Agreement were issued as exempt securities pursuant to the provisions
of Section 3(a)(9) of the Securities Act of 1933, as amended.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
10.1
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Form
of Exchange Agreement
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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.
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POLARITYTE, INC.
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Dated: January 19, 2017
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/s/ John Stetson
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John Stetson
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Chief Financial Officer
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