Current Report Filing (8-k)
January 12 2021 - 7:16AM
Edgar (US Regulatory)
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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): January 12, 2021
POLARITYTE,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-32404
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06-1529524
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(State
or other jurisdiction
of
incorporation)
|
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(Commission
File
Number)
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(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
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:
☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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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
7.01. Regulation FD Disclosure.
On
January 12, 2021, PolarityTE, Inc. (the “Company”) issued a press release announcing a registered direct offering
(the “Offering”) of 9,090,910 shares of the Company’s common stock (or pre-funded warrants to purchase common
stock in lieu thereof), and accompanying warrants to purchase up to 9,090,910 shares of common stock (the “Warrants”).
A copy of the press release is attached as Exhibit 99.1 to this report.
Pursuant
to a letter agreement, dated November 6, 2020, as amended on December 16, 2020, the Company engaged H.C. Wainwright & Co.,
LLC (the “Placement Agent”) as placement agent in connection with the Offering. As compensation for acting in such
capacity, the Company has agreed to pay the Placement Agent a cash fee of 7.0% 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 6.0%
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 545,455 shares of Common Stock). The Placement Agent Warrants have substantially the
same terms as the Warrants, except that the Placement Agent Warrants have an exercise price equal to 125% of the purchase price
per share (or $1.375 per share). 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.
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POLARITYTE, INC.
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Dated: January 12, 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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