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): April 28, 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 8.01 Other Events.
On April 18, 2022, PolarityTE, Inc. (the “Company”), filed a Current Report on Form 8-K reporting that on April 14, 2022:
| ● | Utah CRO Services, Inc., a Nevada corporation and a direct subsidiary of the Company (“Utah CRO”), entered into a Stock Purchase Agreement (the “Stock Agreement”) with an unrelated third party (“Buyer”), pursuant to which Utah CRO agreed to sell all the outstanding shares of the capital stock of IBEX Preclinical Research, Inc., the subsidiary through which the Company offered research and veterinary sciences services (“IBEX”) to Buyer in exchange for an unsecured promissory note in the principal amount of $400,000 bearing simple interest at the rate of 10% per annum payable interest only on a quarterly basis and all principal and remaining accrued interest due on the five-year anniversary of the closing of the sale; and | |
| ● | IBEX Property LLC, a Nevada limited liability company and wholly owned subsidiary of Utah CRO (“IBEX Property”), entered into a Real Estate Purchase and Sale Agreement (the “Real Estate Agreement”) with another unrelated third party (“Purchaser”) pursuant to which IBEX Property agreed to sell to Purchaser two unencumbered parcels of real property in Cache County, Utah, consisting of approximately 1.75 combined gross acres of land, together with the buildings, structures, fixtures, and personal property located at 1072 West RSI Drive, Logan, Utah (the “Property”), which was is leased by IBEX Property to IBEX for IBEX to conduct its preclinical research and veterinary sciences business at a gross purchase price of $2.8 million payable in cash at closing of the transaction. |
On April 28, 2022, the parties to the Stock Agreement and Real Estate Agreement signed the documents required to close the transactions contemplated thereby and funds required to close the transaction under the Real Estate Agreement were deposited with the title company handling the closing. Title documents were recorded, and funds disbursed on April 29, 2022.
As a result of the transactions described above, the Company and its subsidiaries are no longer engaged in the business of offering preclinical research and veterinary services, Utah CRO now holds the promissory note described above in the principal amount of $400,000, which was consideration for sale of the IBEX common shares, and the Company received for the account of IBEX Property net cash proceeds of $2.57 million, after deducting closing costs and advisory fees, from sale of the Property under the Real Estate Agreement. The Company evaluated the transaction and concluded that the disposition of IBEX and the Property was not “significant” under the criteria set forth in Rule 11-01(b) of Regulation S-X.
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: April 29, 2022 | /s/ Jacob Patterson |
| Jacob Patterson | |
| Chief Financial Officer |
Exhibit 10.3
Promissory Note
| $400,000.00 | Salt Lake City, Utah |
FOR VALUE RECEIVED, the undersigned, JP Lawrence Biomedical, Inc., a Delaware corporation with its principal offices at 1072 West RSI Drive, Logan, Utah 84321, (the “Payor”) hereby promises to pay to the order of Utah CRO Services, Inc., a Nevada corporation with its principal offices at 1960 South 4250 West, Salt Lake City, Utah 84104, the principal sum of Four Hundred Thousand and no/100 dollars ($400,000.00), with simple interest at ten percent per annum (10%), payable interest only on a calendar quarter basis with the first payment of interest accrued through June 30, 2022, being on July 1, 2022, and on the same date each calendar quarter thereafter, with the full amount of principal and any unpaid interest due on April 28, 2027.
Any payment not made within fifteen (15) days from and including the due date shall accrue default interest at eighteen percent (18%) per annum, until the same is paid. Any such failure shall, at the option of the holder of this promissory note, cause the entire principal and accrued interest of this note to become due and payable.
This note may be prepaid at any time in whole or in part, without penalty; provided, that so long as Payor is indebted to First Savings Bank Payor shall not make any prepayment on this note without the prior written consent of First Savings Bank. The payor hereby waives presentment, demand, notice, protest, and all other notices in connection with the delivery, acceptance, default, or enforcement of this promissory note.
The Payor shall reimburse the holder of this note on demand for all reasonable out-of-pocket costs, expenses, and fees (including reasonable expenses and fees of its counsel) incurred by the holder in connection with the enforcement and collection of the sums payable under this note.
This note and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this note shall be governed by the laws of the State of Utah. Payor irrevocably and unconditionally submits to the jurisdiction of any state or federal court sitting in the County of Salt Lake, State of Utah, in any action or proceeding arising out of or relating to this note and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Payor agrees not to bring any action or proceeding arising out of or relating to this note in any other court. Payor waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought.
BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY.
IN WITNESS WHEREOF, the payors have signed this promissory note as of the 28th day of April 2022.
| JP Lawrence Biomedical, Inc. | ||
| By: | /s/ Joshua Packer | |
| Name: | Joshua Packer | |
| Title: | President | |