|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/23/20 Polarityte, Inc. 8-K:5,8,9 11/19/20 11:268K M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 41K 2: EX-99.1 Miscellaneous Exhibit HTML 20K 7: R1 Cover HTML 46K 9: XML IDEA XML File -- Filing Summary XML 11K 6: XML XBRL Instance -- form8k_htm XML 15K 8: EXCEL IDEA Workbook of Financial Reports XLSX 6K 4: EX-101.LAB XBRL Labels -- pte-20201119_lab XML 96K 5: EX-101.PRE XBRL Presentations -- pte-20201119_pre XML 64K 3: EX-101.SCH XBRL Schema -- pte-20201119 XSD 12K 10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 11: ZIP XBRL Zipped Folder -- 0001493152-20-022186-xbrl Zip 18K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i November 19, 2020
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-32404 | i 06-1529524 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
i 1960 S. 4250 West, i Salt Lake City, i UT i 84104
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: i (800) i 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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| i Common Stock, Par Value $0.001 | i PTE | i 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).
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. ☐.
C:
Item 5.07 Submission of Matters to a Vote of Security Holders
PolarityTE, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders on November 19, 2020. At the Annual Meeting the stockholders voted on the following four proposals:
| 1. | The election of one Class III director nominated by the Board of Directors for a three-year term; |
| 2. | Approval, by a non-binding advisory vote, of the compensation of the Company’s named executive officers; |
| 3. | The ratification of the appointment of EisnerAmper LLP as the Company’s independent public accountant for the fiscal year ending December 31, 2020; and |
| 4. | Approval of an amendment to the 2020 Stock Option and Incentive Plan to add 2,000,000 common shares to the number of shares available for awards. |
At the meeting the stockholders elected the nominee and approved the remaining proposals by the following vote:
| Proposal No. 1 | Election of Class III Director |
| Votes For | Votes Withheld | Broker Non-Votes | ||||||||||
| Peter A. Cohen | 6,736,407 | 2,224,206 | 13,494,391 | |||||||||
| Proposal No. 2 | Advisory Vote on the Compensation of the Company’s Named Executive Officers |
| Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||||
| 5,066,136 | 3,764,727 | 190,712 | 13,494,391 | ||||||||||
| Proposal No. 3 | Ratify the Appointment of EisnerAmper LLP as the Company’s Independent Public Accountant |
| Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||||
| 21,428,772 | 163,064 | 863,168 | -0- | ||||||||||
| Proposal No. 4 | Approve the Amendment to the 2020 Stock Option and Incentive Plan |
| Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||||
| 4,721,072 | 4,048,156 | 191,385 | 13,494,391 | ||||||||||
Item 8.01. Other Information.
Warrant Repricing and Exercise
On February 14, 2020, PolarityTE, Inc. (the “Company”), issued in a public offering warrants to purchase 10,638,298 shares of its common stock (the “Warrants”). On November 19, 2020, the Company reduced the exercise price of the Warrants from $2.80 per share to $0.10 per share effective November 20, 2020.
Concurrently with the reduction of the Warrant exercise price the Company entered into a repricing letter agreement with the holders of 10,063,298 Warrants pursuant to which the Company agreed that it will not sell equity securities for a period of 30 days, except for equity securities issued under the Company’s equity incentive plans established for employees, directors, and consultants and equity securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company. The foregoing description of the repricing letter agreement is qualified in its entirety by the full text of the form of that agreement attached hereto as Exhibit 99.1.
Patent Allowance
On November 18, 2020, the US Patent and Trademark Office updated the status of the Company’s patent application 14/954,335 to “allowed – notice of allowance not yet mailed.” This patent application is related to methods of making compositions for regenerating functional skin tissue.
Litigation Update
On June 26, 2018, a class action complaint alleging violations of the Federal securities laws was filed in the United States District Court, District of Utah, by Jose Moreno against the Company and two directors of the Company, Case No. 2:18-cv-00510-JNP (the “Moreno Complaint”). On July 6, 2018, a similar complaint was filed in the same court against the same defendants by Yedid Lawi, Case No. 2:18-cv-00541-PMW (the “Lawi Complaint”). On November 28, 2018, the Court consolidated the Moreno and Lawi cases under the caption In re PolarityTE, Inc. Securities Litigation with Case No. 2:18-cv-00510 (the “Consolidated Securities Litigation”). The gravamen of the consolidated complaint in the Consolidated Securities Litigation was that defendants made statements or disseminated information to the public through reports filed with the Securities and Exchange Commission and other channels that contained material misstatements or omissions in violation of Sections 10 and 20(a) of the Exchange Act and Rule 10b-5 adopted thereunder, specifically that the defendants misrepresented the status of one of the Company’s patent applications while touting the unique nature of the Company’s technology and its effectiveness. The Company filed a motion to dismiss the consolidated complaint on June 3, 2019. Plaintiffs’ opposition to the Company’s motion to dismiss was filed on August 2, 2019, and the Company filed a reply to the opposition on September 13, 2019. Following a hearing on the Company’s motion to dismiss the Court issued an order on November 22, 2020, dismissing the complaint in the Consolidated Securities Litigation with prejudice.
In November 2018, a shareholder derivative lawsuit was filed in the United States District Court, District of Utah, with the caption Monther v. Lough, et al., case no. 2:18-cv-00791-TC, alleging violations of the Exchange Act, breach of fiduciary duty, and unjust enrichment on the part of certain officers and directors based on the facts and circumstances recited in the Consolidated Securities Litigation. On November 26, 2018, the court issued an order staying all proceedings until after the disposition of motions to dismiss the Consolidated Securities Litigation. The shareholder derivative lawsuit remains pending and the Company intends to file a motion dismiss on the basis of the disposition of the Consolidated Securities Litigation described above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Form of Repricing Letter Agreement |
C:
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 23, 2020 | /s/ Jacob Patterson |
| Jacob Patterson | |
| Interim Chief Financial Officer |
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/20 | 10-K, 4 | |||
| Filed on: | 11/23/20 | 424B5 | ||
| 11/22/20 | ||||
| 11/20/20 | ||||
| For Period end: | 11/19/20 | |||
| 11/18/20 | ||||
| 2/14/20 | 424B5, 8-K | |||
| 9/13/19 | ||||
| 8/2/19 | ||||
| 6/3/19 | ||||
| 11/28/18 | ||||
| 11/26/18 | ||||
| 7/6/18 | 4, 8-K | |||
| 6/26/18 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/27/23 Polarityte, Inc. 10-K 12/31/22 104:9.8M M2 Compliance LLC/FA 10/14/22 Polarityte, Inc. S-1 8:1.4M M2 Compliance LLC/FA 6/17/22 Polarityte, Inc. S-1 5:539K M2 Compliance LLC/FA 3/30/22 Polarityte, Inc. 10-K 12/31/21 107:8.9M M2 Compliance LLC/FA 3/30/21 Polarityte, Inc. 10-K 12/31/20 108:8.9M M2 Compliance LLC/FA |