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): January 9, 2017

 

POLARITYTE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   000-51128   06-1529524
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		 

(IRS Employer

Identification No.)

 

404I-T Hadley Road

S. Plainfield, New Jersey 07080

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (732) 225-8910

 

Majesco Entertainment Company

(Former name or former address, if changed since last report.)

 

Please send copies of all communications to:

 

Harvey J. Kesner, Esq.

Sichenzia Ross Ference Kesner LLP

61 Broadway, 32nd Floor

New York, New York 10006

Telephone: (212) 930-9700

 

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))

 

 

 

 
 

 

  Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On January 9, 2017, Majesco Entertainment Company (the “Company”) filed a Certificate of Amendment to its Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware in order to change its name to “PolarityTE, Inc.” effective 5:00 p.m. EST on January 10, 2017 (the “Name Change”).

 

The Name Change will be effective with The NASDAQ Capital Market (“NASDAQ”) at the open of business on January 11, 2017. The Company’s common stock will continue to trade on NASDAQ under the ticker symbol “COOL.” The new CUSIP number for the Company’s common stock is 731094 108.

 

A copy of the Amendment is attached to this Current Report as Exhibit 3.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

 

  Exhibit No.   Description
       
  3.1   Certificate of Amendment of Restated Certificate of Incorporation
       
  99.1   Press Release dated January 10, 2017

 

 
 

 

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: January 10, 2017 /s/ John Stetson
  John Stetson 
  Chief Financial Officer

 

 
 

 

 

 

 
 

 

 

 
 

 

 

Majesco Entertainment Company Reports Name Change to PolarityTE™ Inc.

 

SOUTH PLAINFIELD, NJ -- (Marketwired) -- 1/10/17 -- Majesco Entertainment Company (NASDAQ: COOL) (“Majesco”) following its previous announcement that it signed a definitive merger agreement with PolarityTE TM , Inc., a Nevada corporation (“Polarity “) www.polarityte.com , (the “Merger”) today announced that the Company’s name has been changed to PolarityTE TM , Inc., effective with The NASDAQ Capital Market at the open of business on January 11, 2017. The Company’s new CUSIP will be 731094108 and its common stock will continue to trade under the symbol “COOL”.

 

“Changing the company’s name reflects our current business focus following the December 1, 2016 definitive merger agreement with PolarityTE TM , Inc.,” said Denver Lough MD, PhD, Chairman and CEO.

 

Completion of the Merger is subject to a number of conditions, including stockholder approval. There can be no assurance that the conditions will be met or that the Merger will be successful. The Merger and our business generally is subject to a number of risks that are more fully described under “Risk Factors” that appear in our filings and reports with the SEC.

 

About PolarityTE, Inc.

 

Majesco Entertainment Company (the “Company”) is a technology company which has developed, marketed, published and distributed software through online platforms. The Company develops applications for gaming on computers, handheld devices and game consoles. The Company has had blockbuster hits (Zumba Fitness) which have not been replicated and in furtherance of seeking to diversify on December 1, 2016 entered into an Agreement and Plan of Reorganization (the “Agreement”) to acquire the patents, know-how and trade secrets of PolarityTE, Inc. (“PolarityTE”). PolarityTE is the owner of patent applications and know-how related to regenerative medicine and tissue engineering, as well as software applications used in diagnosis and treatment related to regenerative medicine. PolarityTE seeks to develop and obtain regulatory approval for technology that will utilize a patient’s own tissue substrates for the regeneration of skin, bone, muscle, cartilage, fat, blood vessels and nerves. Majesco is headquartered in Plainfield, New Jersey, and its common stock is traded on The NASDAQ Capital Market under the symbol: COOL. More info can be found online at majescoent.com and polarityte.com

 

Forward Looking Statements

 

Certain statements contained in this release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward looking statements contained in this release relate to, among other things, risks related to the Company’s proposed acquisition of PolarityTE, Inc. and to the business of PolarityTE, Inc. They are generally identified by words such as “believes,” “may,” “expects,” “anticipates,” “should’” and similar expressions. Readers should not place undue reliance on such forward-looking statements, which are based upon the Company’s beliefs and assumptions as of the date of this release. The Company’s actual results could differ materially due to risk factors and other items described in more detail in the “Risk Factors” section of the Company’s Annual Reports filed with the SEC (copies of which may be obtained at www.sec.gov ) as well as risks associated with the Company’s acquisition target set forth in the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 7, 2017. Subsequent events and developments may cause these forward-looking statements to change. The Company specifically disclaims any obligation or intention to update or revise these forward-looking statements as a result of changed events or circumstances that occur after the date of this release, except as required by applicable law.