On
June 5, 2018, PolarityTE, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with Cantor Fitzgerald & Co., as underwriter (the “Underwriter”), relating to the issuance and sale of 2,135,550
shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The stated price to be
paid to the Company for the Common Stock is $23.65 per share. In addition, under the terms of the Underwriting Agreement the Company
granted the Underwriter a 30-day option to purchase up to 320,332 additional shares of Common Stock at the same price of $23.65
per share, which option was exercised in full on June 5, 2018. The net proceeds to the Company from the offering (including the
full exercise of the option) are expected to be approximately $58 million, after estimated offering expenses payable by the Company.
The offering is expected to close on or about June 7, 2018, subject to customary closing conditions.
The
Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act, other obligations
of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement
were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement,
and may be subject to limitations agreed upon by the contracting parties. In addition, pursuant to the terms of the Underwriting
Agreement, each of the Company’s directors and executive officers have entered into “lock-up” agreements with
the Underwriter that generally prohibit, without the prior written consent of the Underwriter, the sale, transfer or other disposition
of securities of the Company for a period ending 90 days following June 5, 2018, and through October 9, 2018, in the case of Dr.
Denver Lough, our Chief Executive Officer.
The
foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full
text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this report and is incorporated by reference herein.
A copy of the opinion and consent of Parsons Behle & Latimer relating to the legality of the issuance and sale of Common Stock
in the offering is attached as Exhibit 5.1 to this report.
The
offering was made pursuant to a prospectus supplement filed with the Securities and Exchange Commission (the “SEC”)
pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”), dated June 5, 2018, and
an accompanying prospectus dated March 28, 2018, pursuant to the Company’s shelf registration statement on Form S-3 (Registration
Statement No. 333-219202) that has been filed with and declared effective by the SEC.
On
June 4, 2018, the Company issued a press release announcing the proposed offering and on June 5, 2018, the Company issued a press
release announcing the pricing of the offering. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2, respectively,
to this report.
Forward-Looking
Statements
The
Company cautions you that statements included in this Current Report on Form 8-K that are not a description of historical facts
are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,”
“will,” “should,” “expect,” “plan,” “anticipate,” “could,”
“intend,” “target,” “project,” “contemplates,” “believes,” “estimates,”
“predicts,” “potential” or “continue” or the negatives of these terms or other similar expressions.
These statements are based on the Company’s current beliefs and expectations. Such forward-looking statements include, among
other things, references to the closing of the offering and the expected net proceeds therefrom. Actual results could differ from
those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the risk and uncertainties
associated with market conditions and the satisfaction of customary closing conditions relating to the offering, as well as risks
and uncertainties in the Company’s business, including those risks described in the Company’s periodic reports it
files with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of
the date hereof, and the Company undertakes no obligation to revise or update this report to reflect events or circumstances after
the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is
made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.