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): June 15, 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 Modifications to Rights of Security Holders.
The disclosure presented in Item 5.03 of this Current Report is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
On March 16, 2022, PolarityTE, Inc. (the “Company”), filed a Certificate of Designation with the Delaware Secretary of State designating 3,000.000435 shares of “blank check” preferred stock as Series A Convertible Preferred Stock, par value $0.001 per share, with a stated value of $1,000 per share (the “Series A Stock”), and designating 2,000.00029 shares of “blank check” preferred stock as Series B Convertible Preferred Stock, par value $0.001 per share, with a stated value of $1,000 per share (the “Series B Stock”). Prior to June 2022, all the Series A Stock and Series B Stock had been converted to common stock, so that as of June 15, 2022, no shares of Series A Stock and Series B Stock remained issued and outstanding and, accordingly, the Board of Directors of the Company adopted resolutions approving elimination of the Series A Stock and Series B Stock from the authorized capital of the Company and returning such shares to the status of authorized and unissued shares of the “blank check” preferred stock of the Company. On June 15, 2022, a Certificate of Elimination was filed with the Secretary of State of the State of Delaware, which had the effect of amending the Company’s Restated Certificate of Incorporation, as amended, to eliminate the Series A Stock and Series B Stock as described above.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 3.1 | Certificate of Elimination of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock | |
| 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: June 16, 2022 | /s/ Jacob Patterson |
| Jacob Patterson | |
| Chief Financial Officer |
Exhibit 3.1
State of Delaware Secretary of State Division of Corporations Delivered 01:05 PM 06/15/2022 FILED 01:05 PM 06/15/2022 SR 20222732186 - File Number 2894506 |
CERTIFICATE OF ELIMINATION
OF
SERIES A CONVERTBILE PREFERRED STOCK
AND
SERIES B CONVERTBILE PREFERRED STOCK
OF
POLARITYTE, INC.
(Pursuant to Section 151(g)
of the General Corporation Law of the State of Delaware)
PolarityTE, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:
FIRST: that the Certificate of Designation of Series A Convertible Preferred Stock of the Corporation establishing 3,000.000435 shares of the Series A Convertible Preferred Stock of the Corporation was originally filed in the office of the Secretary of State of the State of Delaware on March 16, 2022 (the “Series A Certificate of Designation”).
SECOND: that the Certificate of Designation of Series B Convertible Preferred Stock of the Corporation establishing 2,000.00029 shares of the Series B Convertible Preferred Stock of the Corporation was originally filed in the office of the Secretary of State of the State of Delaware on March 16, 2022 (the “Series B Certificate of Designation”).
THIRD: that no shares of said Series A Convertible Preferred Stock of the Corporation are outstanding and no shares thereof will be issued subject to the Series A Certificate of Designation.
FOURTH: that no shares of said Series B Convertible Preferred Stock of the Corporation are outstanding and no shares thereof will be issued subject to the Series B Certificate of Designation.
FIFTH: that by unanimous written consent duly adopted by of the Board of Directors of the Corporation (the “Board”) on June 15, 2022, in accordance with the (Third) Restated Certificate of Incorporation, as amended, and Restated Bylaws of the Corporation, the Board adopted and approved the following resolution approving, authorizing, and directing the elimination of the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock of the Corporation:
RESOLVED, that the Authorized Officers of the Corporation be and hereby severally are authorized, empowered and directed, in the name and on behalf of the Corporation, to execute, acknowledge and file, pursuant to Section 151(g) of the General Corporation Law of the State of Delaware, a certificate of elimination setting forth that none of the existing Series A Convertible Preferred Stock and none of the Series B Convertible Preferred Stock are outstanding, that none of the Series A Convertible Preferred Stock will be issued pursuant to the certificate of designation of Series A Convertible Preferred Stock of the Corporation governing such series originally filed by the Corporation with the Secretary of State of the State of Delaware on March 16, 2022, that none of the Series B Convertible Preferred Stock will be issued pursuant to the certificate of designation of Series B Convertible Preferred Stock of the Corporation governing such series originally filed by the Corporation with the Secretary of State of the State of Delaware on March 16, 2022, and that the shares that were designated as Series A Convertible Preferred Stock and the shares that were designated as Series B Convertible Preferred Stock are returned to the status of authorized and unissued shares of the preferred stock of the Corporation, without designation, and thereby eliminating from the Corporation’s (Third) Restated Certificate of Incorporation, as amended, all matters set forth in the certificate of designation for the Series A Convertible Preferred Stock with respect to such series and all matters set forth in the certificate of designation for the Series B Convertible Preferred Stock with respect to such series, in such form as the officer executing the same shall determine to be necessary, advisable, or appropriate, such determination to be conclusively established by the execution thereof;
FOURTH: that in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, the (Third) Restated Certificate of Incorporation, as amended, of the Corporation is hereby amended to eliminate all references to the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock of the Corporation.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be executed by its duly authorized officer on this 15th day of June 2022.
| POLARITYTE, INC. | ||
| By: | /s/ Mark Lehman | |
| Mark Lehman, Chief Legal Officer | ||
| (authorized officer) | ||
| 2 |