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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8,655,628
(1)
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OWNED
BY
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8
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SHARED
VOTING POWER:
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EACH
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REPORTING
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0
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PERSON
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9
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SOLE
DISPOSITIVE POWER:
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WITH
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7,858,332
(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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8,655,628
(1)
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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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52.59
%(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 issued upon conversion by the Reporting Person of the Issuer’s Series E Convertible
Preferred Stock, (ii) 708,333 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, (iii) 99,999 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 (iv) 797,296 shares of common stock held by certain
other stockholders of the Issuer that granted an irrevocable proxy to the Reporting Person to vote such shares subject to
certain limitations, pursuant to exchange agreements between the Issuer and such stockholders.
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(2)
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Represents
(i) 7,050,000 shares of common stock issued upon conversion by the Reporting Person
of the Issuer’s Series E Convertible Preferred Stock, (ii) 708,333 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)
99,999 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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(3)
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This
calculation is based on 16,457,664 shares of common stock of the Issuer outstanding as of March 14, 2018, as reported
in the Issuer’s Amendment No.1 to Registration Statement on Form S-3 filed with the SEC on March 14, 2018
.
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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 1960 S
4250 W, Salt Lake City, UT 84104.
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., 1960 S 4250 W, Salt Lake City, UT 84104.
(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 were issued following conversion by the Reporting Person of the Issuer’s Series E Convertible
Preferred Stock, which shares of 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, pursuant to which Issuer purchased
Polarityte, Inc., a Nevada Corporation, which was 100% owned by the Reporting Person prior to the merger. 797,296 shares of common
stock of which the Reporting Person is reporting beneficial ownership are held by certain other stockholders
of the Issuer that granted an irrevocable proxy to the Reporting Person to vote such shares subject to certain limitations,
pursuant to exchange agreements between the Issuer and such stockholders.
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 8,655,628 shares of the Issuer’s common stock, or 52.59% of
the Issuer’s issued and outstanding shares of common stock. This calculation is based on 16,457,664 shares of common
stock of the Issuer outstanding as of March 14, 2018, as reported in the Issuer’s Amendment No. 1 to Registration
Statement on Form S-3 filed with the SEC on March 14, 2018. This beneficial ownership:
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(1)
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Represents
(i) 7,050,000 shares of common stock issued upon conversion by the Reporting Person of the Issuer’s Series E Convertible
Preferred Stock, (ii) 708,333 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, (iii) 99,999 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 (iv) 797,296 shares of common stock held
by certain other stockholders of the Issuer that granted an irrevocable proxy to the Reporting Person to vote such shares
subject to certain limitations, pursuant to exchange agreements between the Issuer and such stockholders.
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(b)
Denver Lough may be deemed to hold sole voting power over 8,655,628 shares of common stock (1) and sole dispositive power
over 7,858,332 shares of common stock (2) 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 issued upon conversion by the Reporting Person of the Issuer’s Series E Convertible
Preferred Stock, (ii) 708,333 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, (iii) 99,999 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 (iv) 797,296 shares of common stock held
by certain other stockholders of the Issuer that granted an irrevocable proxy to the Reporting Person to vote such
shares subject to certain limitations, pursuant to exchange agreements between the Issuer and such stockholders.
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(2)
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Represents
(i) 7,050,000 shares of common stock issued upon conversion by the Reporting Person
of the Issuer’s Series E Convertible Preferred Stock, (ii) 708,333 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)
99,999 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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(c)
On March 6, 2018, Reporting Person converted 7,050 shares of Series E Convertible Preferred Stock into 7,050,000 shares of the
Issuer’s common stock.
On
March 6, 2018, Reporting Person was granted an irrevocable proxy to vote
797,296 shares
of common stock which are
held by certain other stockholders of the Issuer subject to certain limitations, pursuant
to exchange agreements between the Issuer and such stockholders
.
(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
7,858,332
shares of common stock for which Reporting Person has sole dispositive power. Reporting Person does not have the right
to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the
797,296
shares of common stock which
are held by certain other stockholders of the Issuer that granted an irrevocable
proxy to the Reporting Person to vote such shares subject to certain limitations, pursuant to exchange agreements between the
Issuer and such stockholders
.
(e)
Not applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
On
March 6, 2018, Reporting Person was granted an irrevocable proxy to vote
797,296 shares
of common stock which
are held by other stockholders of the Issuer subject to certain limitations, pursuant to exchange
agreements between the Issuer and such stockholders
.
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
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.
Dated:
March 19, 2018
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/s/
Denver Lough
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Denver
Lough
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