Current Report Filing (8-k)
06 June 2022 - 10:01PM
Edgar (US Regulatory)
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2022-06-05
2022-06-05
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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): June 5, 2022
POLARITYTE,
INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-32404 |
|
06-1529524 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
1960
S. 4250 West, Salt Lake City, UT 84104
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (800) 560-3983
(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)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
Common
Stock, Par Value $0.001 |
|
PTE |
|
Nasdaq
Capital Market |
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. ☐.
Item
7.01. Regulation FD Disclosure.
On
June 6, 2022, PolarityTE, Inc. (the “Company”) issued a press release announcing the Company’s entry into a securities
purchase agreement with a single healthcare-focused institutional investor for the purchase and sale of 1,584,159 shares of its common
stock at a purchase price of $2.525 per share (or pre-funded warrants in lieu thereof) in a registered direct offering priced at-the-market
under Nasdaq rules. In a concurrent private placement, the Company also agreed to issue and sell to the investor 1,584,159 shares of
common stock at the same purchase price as in the registered direct offering (or pre-funded warrants in lieu thereof). In addition, the
Company agreed to issue to the investor in the offerings unregistered preferred investment options (the “investment options”)
to purchase up to an aggregate of 3,168,318 shares of common stock. The unregistered investment options will be exercisable immediately
upon issuance at an exercise price of $2.40 per share and will expire five years from the date of issuance.
Pursuant
to a letter agreement, dated March 5, 2022, the Company engaged H.C. Wainwright & Co., LLC (the “Placement Agent”) as
placement agent in connection with the Offering. As partial compensation for acting in such capacity, the Company has agreed to pay the
Placement Agent a cash fee of 6.5% of the aggregate gross proceeds raised in the Offering and to issue to the Placement Agent or its
designees warrants (the “Placement Agent Warrants”) to purchase up to 5.0% of the aggregate number of shares of the Company’s
common stock (or common stock equivalents) to be sold in the Offering (or warrants to purchase up to an aggregate 158,416 shares of Common
Stock). The Placement Agent Warrants have substantially the same terms as the common warrants sold in the Offering, except that the Placement
Agent Warrants have an exercise price equal to 125% of the purchase price per share (or $3.1563 per share) and a term of five-years from
the commencement of the sales of securities in the Offering. The issuance of the Placement Agent Warrants is expected to occur simultaneously
with the closing of the Offering.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
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.
|
POLARITYTE,
INC. |
|
|
Dated:
June 6, 2022 |
/s/
Jacob Patterson |
|
Jacob
Patterson |
|
Chief
Financial Officer |
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