Current Report Filing (8-k)
June 17 2021 - 04:46PM
Edgar (US Regulatory)
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2021-06-12
2021-06-12
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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 12, 2021
POLARITYTE,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-32404
|
|
06-1529524
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(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
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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)
|
|
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☐
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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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|
|
☐
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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Name
of each exchange on which registered
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Common
Stock, Par Value $0.001
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PTE
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Nasdaq
Capital Market
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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 1.02
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Termination of a Material Definitive Agreement
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PolarityTE
MD, Inc., is a subsidiary of PolarityTE, Inc. (the “Company”). As
previously reported in the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 15, 2020,
PolarityTE MD, Inc. (the “Borrower”), entered into a promissory note with KeyBank, N.A., a national banking
association (the “Lender”) evidencing an unsecured loan in the amount of $3,576,145 made to the Borrower under
the Paycheck Protection Program (the “Loan”). The Paycheck Protection Program was established under the
Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small
Business Administration (the “SBA”).
On
October 15, 2020, the Borrower applied to the Lender for forgiveness of the Loan in its entirety (as provided for in the CARES Act) based
on the Borrower’s use of the Loan for payroll costs, rent, and utilities. On October 26, 2020, the Borrower was advised that the
Lender approved the application, and that the Lender was submitting the application to the SBA for a final decision.
The
Borrower has now received notice from the Lender that the SBA approved the Borrower’s application for forgiveness of the
Loan and that the Loan was fully paid by the SBA on June 12, 2021, relieving the Borrower
of any liability under the Loan.
Item
5.07
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Submission
of Matters to a Vote of Security Holders
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The
Company held its 2021 Annual Meeting of Stockholders
on June 15, 2021. At the Annual Meeting, the stockholders voted on the following three proposals:
1.
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The
election of two Class I directors nominated by the Board of Directors for a three-year term;
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2.
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Approval,
by a non-binding advisory vote, of the compensation of the Company’s named executive officers; and
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3.
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The
ratification of the appointment of EisnerAmper LLP as the Company’s independent public accountant for the fiscal year ending
December 31, 2021; and
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At
the meeting, the stockholders elected the nominees and approved the remaining proposals by the following vote:
Proposal
No. 1
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Election
of Class I Directors
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Votes For
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Votes Withheld
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Broker Non-Votes
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Minnie Baylor-Henry
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10,516,823
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3,569,590
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|
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28,909,445
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|
Jeff Dyer
|
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8,839,731
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|
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5,246,682
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|
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28,909,445
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|
Proposal
No. 2
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Advisory
Vote on the Compensation of the Company’s Named Executive Officers
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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7,350,075
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6,197,606
|
|
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538,732
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|
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28,909,445
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Proposal
No. 3
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Ratify
the Appointment of EisnerAmper LLP as the Company’s Independent Public Accountant
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Votes For
|
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Votes Against
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Abstain
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Broker Non-Votes
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41,728,301
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342,300
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|
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925,257
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-0-
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Item
9.01
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Financial
Statements and Exhibits.
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Exhibit
No.
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Description
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104
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Cover
Page Interactive Data File, formatted in Inline XBRL
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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:
June 17, 2021
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/s/
Jacob Patterson
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Jacob
Patterson
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Interim
Chief Financial Officer
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