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1
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NAMES
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Denver
Lough
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
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(b)
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
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OO
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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[ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
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NUMBER
OF
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7
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SOLE
VOTING POWER:
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SHARES
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BENEFICIALLY
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7,800,000
(1)
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OWNED
BY
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EACH
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8
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SHARED
VOTING POWER:
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REPORTING
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PERSON
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0
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WITH
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9
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SOLE
DISPOSITIVE POWER:
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7,800,000 (2)
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10
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SHARED
DISPOSITIVE POWER:
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0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,800,000
(2)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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52.73%(3)
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14
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TYPE
OF REPORTING PERSON (See Instructions)
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IN
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(1)
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Represents (i) 7,050,000
shares of common stock underlying shares of Series E Convertible Preferred Stock with,
until converted, each share of Series E Convertible Preferred Stock entitled to two votes
for every share of common into which it is convertible on any matter submitted for a
vote of the stockholders of the Issuer, (ii) 666,667 shares of common stock which
represents the vested portion (including shares vesting within 60 days) of an option
to purchase 1,000,000 shares of common stock under the Issuer’s 2017 Equity Incentive
Plan which option vests in 24 equal monthly installments, and (iii) 83,333 shares
of common stock which represents the vested portion (including shares vesting within
60 days) of an option to purchase 400,000 shares of common stock under the Issuer’s
2017 Equity Incentive Plan which option vests in 24 equal monthly installments.
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(2)
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Represents
(i) 666,667 shares of common stock which represents the vested portion (including shares vesting within 60 days) of an option
to purchase 1,000,000 shares of common stock under the Issuer’s 2017 Equity Incentive Plan which option vests in 24
equal monthly installments, (ii) 83,333 shares of common stock which represents the vested portion (including shares vesting
within 60 days) of an option to purchase 400,000 shares of common stock under the Issuer’s 2017 Equity Incentive Plan
which option vests in 24 equal monthly installments and (iii) 7,050,000 shares of common stock underlying shares of Series
E Convertible Preferred Stock.
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(3)
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This
calculation is based on 6,992,044 shares of common stock and 8,757,292 shares of preferred stock convertible into common stock
of Issuer outstanding as of January 26, 2018, as reported in the Issuer’s Annual Report on Form 10-K filed with the
SEC on January 30, 2018 for the fiscal year ended October 30, 2017.
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Item
1. Security and Issuer
The
title and class of equity securities to which this Schedule 13D relates is common stock, par value $0.001 per share, of PolarityTE,
Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 615 Arapeen
Drive, Salt Lake City, UT 84108.
Item
2. Identity and Background
(a)
This statement is being filed by Denver Lough (the “Reporting Person”).
(b)
The Reporting Persons’ business address is c/o PolarityTE, Inc., 615 Arapeen Drive, Suite 102, Salt Lake City, Utah 84108.
(c)
Denver Lough is Chairman of the Board, President, Chief Executive Officer and Chief Scientific Officer of the Issuer.
(d)
During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e)
During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations
with respect to such laws.
(f)
United States/Utah.
Item
3. Source and Amount of Funds or Other Consideration
750,000 shares of the Reporting Person’s
common stock represent shares issuable pursuant to option grants (the “Awards”) under the Issuer’s 2017
Equity Incentive Plan. The Awards were granted to Reporting Person in connection with his appointment and service as the Issuer’s
Chief Executive Officer, President and Chief Scientific Officer. 7,050,000 shares of the Reporting Person’s common
stock, underlying shares of the Issuer’s Series E Convertible Preferred Stock, were issued pursuant to that certain Agreement
and Plan of Reorganization, dated December 1, 2016 by and between the Issuer, the Reporting Person, Majesco Acquisition Corp.,
a Nevada corporation and wholly-owned subsidiary of Issuer, and Polarityte, Inc., a Nevada Corporation (the “Merger Agreement”),
pursuant to which Issuer purchased Polarityte, Inc., a Nevada Corporation, which was 100% owned by the Reporting Person prior
to the merger.
Item
4. Purpose of Transaction
All of the Issuer’s securities owned by the Reporting Person have been acquired for investment purposes
only. Except as set forth above,
the Reporting Person
has no present plans or proposals that relate to or would result in any of the actions required to be described in subsections
(a) through (j) of Item 4 of Schedule 13D. The Reporting Person may, at any time, review or reconsider their positions with respect
to the Issuer and formulate plans or proposals with respect to any of such matters.
Item
5. Interest in Securities of the Issuer
(a) Denver Lough beneficially owns an aggregate
of 7,800,000 shares of the Issuer’s common stock, or 52.73% of the Issuer’s issued and outstanding shares of common
stock, and holds 61.84% of the outstanding voting power
due
to, until converted, each share of Series E Convertible Preferred Stock being entitled to two votes for every share of common
into which it is convertible on any matter submitted for a vote of the stockholders of the Issuer. These calculations are based
on 6,992,044 shares of common stock of Issuer and 8,757,292 shares of preferred stock convertible into common stock outstanding
as of January 26, 2018, as reported in the Issuer’s Annual Report on Form 10-K filed with the SEC on January 30, 2018 for
the fiscal year ended October 30, 2017. This beneficial ownership:
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(1)
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Represents (i) 666,667 shares
of common stock which represents the vested portion (including shares vesting within
60 days) of an option to purchase 1,000,000 shares of common stock under the Issuer’s
2017 Equity Incentive Plan which option vests in 24 equal monthly installments, (ii)
83,333 shares of common stock which represents the vested portion (including shares vesting
within 60 days) of an option to purchase 400,000 shares of common stock under the Issuer’s
2017 Equity Incentive Plan which option vests in 24 equal monthly installments and (iii)
7,050,000 shares of common stock underlying shares of Series E Convertible Preferred
Stock with, until converted, each share of Series E Convertible Preferred Stock entitled
to two votes for every share of common into which it is convertible on any matter submitted
for a vote of the stockholders of the Issuer.
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(b) Denver Lough may be deemed to hold sole
voting(1) and dispositive(2) power over 7,800,000 shares of common stock and shared voting and dispositive power
over 0 shares of common stock.
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(1)
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Represents (i) 7,050,000
shares of common stock underlying shares of Series E Convertible Preferred Stock with,
until converted, each share of Series E Convertible Preferred Stock entitled to two votes
for every share of common into which it is convertible on any matter submitted for a
vote of the stockholders of the Issuer, (ii) 666,667 shares of common stock which
represents the vested portion (including shares vesting within 60 days) of an option
to purchase 1,000,000 shares of common stock under the Issuer’s 2017 Equity Incentive
Plan which option vests in 24 equal monthly installments, and (iii) 83,333 shares
of common stock which represents the vested portion (including shares vesting within
60 days) of an option to purchase 400,000 shares of common stock under the Issuer’s
2017 Equity Incentive Plan which option vests in 24 equal monthly installments.
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(2)
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Represents (i) 666,667 shares of common stock
which represents the vested portion (including shares vesting within 60 days) of an option to purchase 1,000,000 shares of
common stock under the Issuer’s 2017 Equity Incentive Plan which option vests in 24 equal monthly installments, (ii)
83,333 shares of common stock which represents the vested portion (including shares vesting within 60 days) of an option to
purchase 400,000 shares of common stock under the Issuer’s 2017 Equity Incentive Plan which option vests in 24 equal
monthly installments and (iii) 7,050,000 shares of common stock underlying shares of Series E Convertible Preferred Stock.
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(c)
On December 1, 2016, Reporting Person was awarded an option to purchase 1,000,000 shares of common stock under the Issuer’s
2017 Equity Incentive Plan which option vests in 24 equal monthly installments.
On April 5, 2017, Reporting Person was issued,
pursuant to the closing of the transactions contemplated by the Merger Agreement, 7,050 shares of Series E Convertible
Preferred Stock, which are convertible into an aggregate of 7,050,000 shares of the Issuer’s common stock.
Until
converted, each share of Series E Convertible Preferred Stock is entitled to two votes for every share of common into which it
is convertible on any matter submitted for a vote of the stockholders of the Issuer.
On
November 10, 2017, Reporting Person was awarded an option to purchase 400,000 shares of common stock under the Issuer’s
2017 Equity Incentive Plan which option vests in 24 equal monthly installments.
(d)
To the best knowledge of the Reporting Person, no person other than
the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale
of, the
7,800,000
shares of common stock reported in Item 5(a).
(e)
Not applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
On
December 1, 2016, Reporting Person entered a Stockholders Agreement with Issuer and the other persons named therein, pursuant
to which Reporting Person agreed to certain restrictions on Reporting Person’s transfer of securities of the Issuer.
Other
than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the
Reporting Person and any other person with respect to the shares.
Item
7. Material to Be Filed as Exhibits
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Exhibit No.
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Description
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2.1
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Agreement
and Plan of Reorganization, dated December 1, 2016, as thereafter amended, by and between the Issuer, the Reporting Person,
Majesco Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of Issuer, and Polarityte, Inc., a Nevada Corporation.
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99.1
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Stockholders
Agreement dated as of December 1, 2016, by and among Issuer, Denver Lough, Edward Swanson and Polarityte, Inc., a Nevada corporation
and certain stockholders of Issuer.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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Dated:
February 14, 2018
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/s/
Denver Lough
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Denver
Lough
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Index of Exhibits
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Exhibit
No.
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Description
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2.1
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Agreement and Plan of Reorganization, dated December 1, 2016, as thereafter amended, by and between the Issuer, the Reporting Person, Majesco Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of Issuer, and Polarityte, Inc., a Nevada Corporation.
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99.1
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Stockholders Agreement dated as of December 1, 2016, by and among Issuer, Denver Lough, Edward Swanson and Polarityte, Inc., a Nevada corporation and certain stockholders of Issuer.
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