UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 6, 2018
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.) |
1960 S 4250 W
Salt Lake City, UT 84104
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (732) 225-8910
(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)) |
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. [ ]
Explanatory Note
PolarityTE, Inc., a Delaware corporation, is filing this amendment to the Current Report on Form 8-K dated March 6, 2018 and filed on March 7, 2018 (the “Original 8-K”), to include a corrected execution version of the Certificate of Elimination which is being filed as Exhibit 3.1 to this report and is intended to replace such previously filed exhibit. No other changes have been made to the Original 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Elimination |
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: March 8, 2018 | /s/ John Stetson |
| John Stetson | |
| Chief Financial Officer |
CERTIFICATE OF ELIMINATION
OF
0% SERIES A CONVERTIBLE PREFERRED STOCK,
0 % SERIES B CONVERTIBLE PREFERRED STOCK,
0% SERIES C CONVERTIBLE PREFERRED STOCK,
0% SERIES D CONVERTIBLE PREFERRED STOCK,
0% SERIES E CONVERTIBLE PREFERRED STOCK,
AND
6% SERIES F CONVERTIBLE PREFERRED STOCK
OF
POLARITYTE, INC.
(Pursuant to Section 151 (g) of the Delaware General Corporation Law)
POLARITYTE, INC. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”) does hereby certify:
FIRST: The date on which the Corporation’s Certificate of Incorporation was originally filed with the Secretary of State of the State of Delaware in May 8, 1998.
SECOND: The Corporation filed on December 17, 2014, with the Secretary of State of the State of Delaware, a Certificate of Designation for 0% Series A Convertible Preferred Stock designating the rights, preferences and privileges of the Corporation’s 0% Series A Convertible Preferred Stock (“Series A Preferred Stock”) and designating 8,830,000 shares as Series A Preferred Stock.
THIRD: The Corporation filed on April 30, 2015, with the Secretary of State of the State of Delaware, a Certificate of Designation for 0% Series B Convertible Preferred Stock designating the rights, preferences and privileges of the Corporation’s 0% Series B Convertible Preferred Stock (“Series B Preferred Stock”) and designating 54,250 shares as Series B Preferred Stock.
FOURTH: The Corporation filed on May 15, 2015 and June 9, 2015, with the Secretary of State of the State of Delaware, two Certificate of Designations for 0% Series C Convertible Preferred Stock each designating the rights, preferences and privileges of the Corporation’s 0% Series C Convertible Preferred Stock (together, “Series C Preferred Stock”) and designating 24,000 shares and 2,000 shares as Series C Preferred Stock, respectively.
FIFTH: The Corporation filed on October 21, 2015, with the Secretary of State of the State of Delaware, a Certificate of Designation for 0% Series D Convertible Preferred Stock designating the rights, preferences and privileges of the Corporation’s 0% Series D Convertible Preferred Stock (“Series D Preferred Stock”) and designating 170,000 shares as Series D Preferred Stock.
SIXTH: The Corporation filed on April 5, 2017, with the Secretary of State of the State of Delaware, a Certificate of Designation for 0% Series E Convertible Preferred Stock designating the rights, preferences and privileges of the Corporation’s 0% Series E Convertible Preferred Stock (“Series E Preferred Stock”) and designating 7,050 shares as Series E Preferred Stock.
SEVENTH: The Corporation filed on September 20, 2017, with the Secretary of State of the State of Delaware, a Certificate of Designation for 6% Series F Convertible Preferred Stock designating the rights, preferences and privileges of the Corporation’s 6% Series F Convertible Preferred Stock (“Series F Preferred Stock”) and designating 6,455 shares as Series F Preferred Stock.
EIGHTH: The Board of Directors of the Corporation, acting in accordance with the provisions of DGCL, has adopted the following resolutions:
NOW, THEREFORE, BE IT
RESOLVED, that none of the authorized shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock are outstanding and none of the authorized shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock will be issued subject to each respective Certificate of Designation; and
RESOLVED, that all matters set forth in the Certificates of Designations with respect to Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock be eliminated from the Corporation’s Certificate of Incorporation, as amended; and
RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized and directed, for and on behalf of the Corporation, to execute this Certificate of Elimination and to file this Certificate of Elimination with the Secretary of State of the State of Delaware pursuant to Section 151(g) of the DGCL and when such Certificate of Elimination becomes effective, all references to the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock in the Certificate of Incorporation, as amended, shall be eliminated and the authorized shares of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock shall resume the status of authorized and unissued shares of preferred stock of the Corporation, without designation as to series.
NINTH: Pursuant to the provisions of Section 151(g) of the DGCL, all references to Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock in the Corporation’s Certificate of Incorporation, as amended, are hereby eliminated, and the authorized shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock are hereby returned to the status of authorized but unissued shares of preferred stock of the Corporation, without designation as to series.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by Denver Lough, its Chief Executive Officer this 7th day of March, 2018.
| By: | /s/ Denver Lough | |
| Denver Lough | ||
| Chief Executive Officer |