Current Report Filing (8-k)
November 09 2022 - 8:01AM
Edgar (US Regulatory)
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2022-11-09
2022-11-09
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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): November 9, 2022
POLARITYTE,
INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-32404 |
|
06-1529524 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
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) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
Common
Stock, Par Value $0.001 |
|
PTE |
|
Nasdaq
Capital Market |
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
November 1, 2022, PolarityTE, Inc. (the “Company”) received an unsolicited, non-binding offer (followed by an amended
offer on November 8, 2022) from Michael Brauser to acquire all of the outstanding common stock of the Company not owned by them for
$1.25 per share in cash. The offer is subject to various contingencies, including, among others, (1) settlement with warrant holders
and satisfactory negotiations with insiders with change of control agreements, (2) minimum tender conditions, (3) a sixty-day
due diligence period, and (4) satisfaction of other conditions and requirements that may arise, which are commonplace in transactions
of this nature. The Board of Directors and a special committee formed by the Board of Directors will carefully review the terms and
conditions of the offer to determine the course of action that it believes is in the best interest of the Company and all Company
securityholders. If the Board of Directors determines to proceed with the offer, there can be no assurance that all required contingencies
will be satisfied and that a transaction will result.
On
November 9, 2022, the Company issued a press release confirming receipt of the offer. A copy of the press release is furnished as Exhibit
99.1 to this Current Report and is incorporated by reference herein.
The
information included under Item 7.01 (including Exhibit 99.1) is furnished pursuant to Item 7.01 and shall not be deemed “filed”
for purposes of Section 18 of the Exchange Act of 1934, as amended (“Exchange Act”), or otherwise be subject to the liabilities
of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, whether
made before or after the date hereof and regardless of any general incorporation language in such filing.
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.
|
POLARITYTE,
INC. |
|
|
Dated:
November 9, 2022 |
/s/
Jacob Patterson |
|
Jacob
Patterson |
|
Chief
Financial Officer |
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