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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): May 13, 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 3.03 Material Modification to Rights of Security Holders.

 

As previously disclosed, on May 12, 2022, at a special meeting of the stockholders of PolarityTE, Inc. (the “Company”), the Company’s stockholders approved an amendment to the Company’s (Third) Restated Certificate of Incorporation to effectuate a reverse split of the Company’s common stock, par value $0.001 (the “Common Stock”) and authorized the Board of Directors (the “Board”) to select, at the Board’s sole discretion, a ratio of between 1-for-10 and 1-for-25, inclusive.

 

The Board determined to set the reverse stock split ratio at 1-for-25 (the “Reverse Stock Split”). The Reverse Stock Split will become effective as of 4:15 p.m., Eastern Time on May 16, 2022 (the “Effective Time”), pursuant to a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s (Third) Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. This discussion is qualified in its entirety by reference to the full text of the Certificate of Amendment.

 

In connection with the Reverse Stock Split, the CUSIP number of the Common Stock will change to 731094 207. The Common Stock will begin trading on The Nasdaq Capital Market on a reverse split-adjusted basis on May 17, 2022.

 

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

 

The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 8.01. Other Events.

 

On May 16, 2022, the Company issued a press release announcing the filing of the Certificate of Amendment and effective date of the Reverse Stock Split titled “PolarityTE to Effectuate 1-for-25 Reverse Stock Split.” A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
3.1   Certificate of Amendment to the Company’s (Third) Restated Certificate of Incorporation
99.1   Press release dated May 16, 2022, titled “PolarityTE to Effectuate 1-for-25 Reverse Stock Split.”
104   Cover Page Interactive Data File, formatted in Inline XBRL

 

 
 

 

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: May 16, 2022 /s/ Jacob Patterson
  Jacob Patterson
  Chief Financial Officer

 

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT OF THE

(Third) RESTATED CERTIFICATE OF INCORPORATION OF POLARITYTE, INC.

 

PolarityTE, Inc. (the “Corporation”), a corporation duly organized and existing under the laws of the State of Delaware, by its duly authorized officer, does hereby certify that:

 

1. The Board of Directors of the Corporation has duly adopted resolutions (i) authorizing the Corporation to execute and file with the Secretary of State of the State of Delaware an amendment of the Corporation’s Third Restated Certificate of Incorporation, as amended, to effect a reverse stock split at a ratio of l-for-25, (ii) declaring such amendment to be advisable and in the best interest of the Corporation, and (iii) calling for the consideration and approval thereof at a meeting of the stockholders of the Corporation.

 

2. Upon this Certificate of Amendment becoming effective, Article FOURTH of the (Third) Restated Certificate of Incorporation of the Corporation is hereby amended by adding the following new paragraph at the end of such article:

 

D. Reverse Stock Split.

 

Effective at 4:15 p.m., Eastern Time, on May 16, 2022 (the “2022 Split Effective Time”), every twenty-five (25) shares of common stock issued and outstanding or held by the Corporation as treasury shares as of the 2022 Split Effective Time shall automatically, and without action on the part of the stockholders, convert and combine into one (1) validly issued, fully paid, and non-assessable share of common stock, without effectuating a change to the par value per share of common stock (the “2022 Reverse Split”). In the case of a holder of shares not evenly divisible by twenty-five (25), in lieu of a fractional share of common stock, such holder shall receive an additional share of common stock. As of the 2022 Split Effective Time and thereafter, each certificate representing shares of common stock prior to the 2022 Reverse Split is deemed to represent the number of post- 2022 Reverse Split shares into which the pre-2022 Reverse Split shares were converted.

 

3. Pursuant to the resolution of the Board of Directors, a meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the foregoing amendment.

 

4. This Certificate of Amendment has been duly approved by the holders of the requisite number of shares of capital stock of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware and the applicable provisions of the (Third) Restated Certificate of Incorporation.

 

  State of Delaware
  Secretary of State
  Division of Corporations
  Delivered 07:55AM05/13/2022
  FILED 08:00 AM 05/13/2022
  SR 20221971562 - File Number 2894506

 

 
 

 

5. This Certificate of Amendment shall become effective at 4:15 p.m., Eastern Time, on May 16, 2022.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 13th day of May 2022.

 

  POLARITYTE, INC.
  a Delaware corporation
     
  By: /s/ Jacob Patterson
  Name: Jacob Patterson
  Title: Chief Financial Officer

 

2

 

Exhibit 99.1

 

 

PolarityTE to Effectuate 1-for-25 Reverse Stock Split

 

SALT LAKE CITY, May 16, 2022 – PolarityTE, Inc. (Nasdaq: PTE) a biotechnology company developing regenerative tissue products and biomaterials, today announced that the Company will effectuate a 1-for-25 reverse stock split of the Company’s issued and outstanding common stock, which will be effective under Delaware law at 4:15 p.m. Eastern Time on Monday, May 16, 2022. As of that time, each 25 shares of issued and outstanding common stock and equivalents will be converted into one share of common stock. A new CUSIP number has been assigned to the Company’s common stock as a result of the reverse stock split, which is 731094 207. The Company’s common stock will trade on The Nasdaq Capital Market on a reverse split basis beginning on May 17, 2022.

 

On May 12, 2022, the Company’s stockholders approved the reverse stock split. The Board of Directors was authorized to implement the reverse stock split and determine the ratio of the split within a range of not less than 1-for-10 or greater than 1-for-25. Thereafter, the Board of Directors determined to fix the ratio for the reverse stock split at 1-for-25. The reverse stock split is being effectuated in order to (i) fulfill the Company’s obligations under the Securities Purchase Agreement dated March 15, 2022, pertaining to the registered direct offering of preferred stock and warrants of the Company, and (ii) increase the per share trading price of the Company’s common stock to satisfy the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market.

 

The reverse split will reduce the number of shares of the Company’s common stock outstanding on May 16, 2022, from approximately 100.0 million shares to approximately 4.0 million shares. Proportional adjustments will be made to the terms and exercise prices of outstanding options and warrants and to the number of shares issuable under unvested restricted stock units. With respect to outstanding common shares, the Company will round up fractional shares otherwise resulting from the reverse stock split.

 

About PolarityTE®

 

PolarityTE, Inc., headquartered in Salt Lake City, Utah, is a biotechnology company developing regenerative tissue products. PolarityTE’s first regenerative tissue product is SkinTE®. PolarityTE has an open investigational new drug application (IND) for SkinTE® with the U.S. Food and Drug Administration (FDA) and is now pursuing the first of two pivotal studies on SkinTE® needed to support a biologics license application (BLA) for a chronic cutaneous ulcer indication. SkinTE® is available for investigational use only. Learn more at www.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. They are generally identified by words such as “believes,” “may,” “expects,” “anticipates,” “intend,” “plan,” “will,” “would,” “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 the impact of the COVID-19 pandemic, future clinical studies, and FDA regulatory matters, which cannot be predicted, and the risk factors and other items described in more detail in the “Risk Factors” section of the Company’s Annual Reports and other filings with the SEC (copies of which may be obtained at www.sec.gov). 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.

 

POLARITYTE, the POLARITYTE logo, SKINTE, WHERE SELF REGENERATES SELF and WELCOME TO THE SHIFT are registered trademarks of PolarityTE, Inc.

 

CONTACTS

 

Investors:

PolarityTE Investor Relations

ir@PolarityTE.com

(385) 831-5284

 

Media:

David Schull or Ignacio Guerrero-Ros

David.schull@russopartnersllc.com

Ignacio.guerrero-ros@russopartnersllc.com