8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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): April 3, 2020

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.)

123 Wright Brothers Drive

Salt Lake City, UT 84116

(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
Preferred Stock Purchase Rights		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. [  ]

[Note: This amendment is filed to correct an error in the number of stock options reported as issued to Chris Nolet. The error was caused by a mistake in the calculation of the number of stock options.]

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 3, 2020, the Board of Directors of PolarityTE, Inc. (the “Company”), elected Chris Nolet to serve as a member of the Board of Directors beginning April 6, 2020, for the term expiring at the Company’s 2022 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Mr. Nolet’s appointment was recommended to the Board by its Nominating and Governance Committee. Mr. Nolet will also serve on the Audit Committee as its Chairperson.

In accordance with the Company’s compensation program for non-employee directors, Mr. Nolet is entitled to receive a $45,000 annual retainer paid quarterly for service as a Board member and an additional $20,000 annual retainer paid quarterly for service as Chairperson of the Audit Committee, both of which are prorated for the period of actual service during the calendar year. Furthermore, on April 6, 2020, Mr. Nolet was granted under the Company’s 2017 Equity Incentive Plan an option to purchase 230,894 shares of the Company’s common stock at an exercise price of $0.90 per share exercisable over a term of 10 years that vest in three annual installments commencing April 6, 2021, subject to continued service to the Company.

The Company also entered into the Company’s standard form of indemnification agreement with Mr. Nolet. Under the indemnification agreement, the Company agrees, among other things, to indemnify directors and certain officers under the circumstances and to the extent provided for therein, to the maximum extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, penalties, fines and settlement amounts incurred by the director or officer in any claim arising out of the person’s service to the Company or its subsidiaries. The form of indemnification agreement was previously filed as Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on March 25, 2020 and is incorporated herein by reference.

There are no arrangements or understandings between Mr. Nolet and any other persons pursuant to which he was elected as a director of the Company. There are no family relationships between Mr. Nolet and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Mr. Nolet and the Company.

A copy of the Company’s press release announcing the appointment of Mr. Nolet is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release issued April 6, 2020, titled “PolarityTE Announces the Addition of Audit Executive Chris Nolet to Board of Directors.”

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 7, 2020	/s/ David Seaburg
	David Seaburg
	Chief Executive Officer

EX-99.1

Exhibit 99.1

PolarityTE Announces the Addition of Audit Executive Chris Nolet to Board of Directors

SALT LAKE CITY, April 6, 2020 – PolarityTE, Inc. (Nasdaq: PTE), a biotechnology company developing and commercializing regenerative tissue products and biomaterials, today announced the appointment of Chris Nolet to the Company’s Board of Directors and Chair of the Audit Committee. Mr. Nolet brings extensive audit and business experience with nearly forty years in the profession, most recently as the West Region Life Sciences Industry Leader and Partner at EY. Prior to EY, Mr. Nolet spent over twenty years at PricewaterhouseCoopers, where he was a partner and led the North America West Life Sciences Industry Group.

“Mr. Nolet brings a tremendous amount of life science operational experience and financial oversight to the PolarityTE Board of Directors,” said David Seaburg, Chief Executive Officer of PolarityTE. Peter Cohen, Chairman of the Board, added, “Chris’ experience is vast and not only includes his extensive work with Fortune 100 companies, but also substantial work with leading life science startups. I am confident that his deep industry expertise will make him an invaluable member of the PolarityTE Board of Directors.”

“I have been very fortunate to work with the full range of life sciences companies and understand the underpinnings of what it takes to create a successful commercial biotech business,” said Mr. Nolet. “I am ecstatic to be part of the PolarityTE Board and look forward to drawing from my prior experience to make meaningful contributions to the PolarityTE team as we collectively pursue the mission of transforming the lives of patients through the application of our innovative regenerative tissue technology.”

In addition to Mr. Nolet’s role as the former lead for the West EY Life Sciences Industry Group, he was also a member of the Global EY Life Sciences Executive Leadership Group. Mr. Nolet is currently a member of the Board of Directors of two publicly traded biotechnology companies, Viela Bio and Revance Therapeutics. He is also a member of the Executive Committee and is Co-Chair of the Finance Committee of the California Life Sciences Industry Association (CLSA). Mr. Nolet is a former member of the Finance & Investment Committee and Emerging Companies Section of the Biotechnology Innovation Organization, and he has testified before Congress with Dr. Janet Woodcock, Director of the Center for Drug Evaluation and Research (CDER), regarding the need for FDA reform. Mr. Nolet holds a B.S. in Accounting from San Diego State University and is a Certified Public Accountant in California.

About PolarityTE®

PolarityTE is focused on transforming the lives of patients by discovering, designing and developing a range of regenerative tissue products and biomaterials for the fields of medicine, biomedical engineering and material sciences. Rather than manufacturing with synthetic and foreign materials within artificially engineered environments, PolarityTE manufactures products from the patient’s own tissue and uses the patient’s own body to support the regenerative process. From a small piece of healthy autologous tissue, the company creates an easily deployable, dynamic and self-propagating product designed to regenerate the target tissues. PolarityTE’s innovative method is intended to promote and accelerate growth of the patient’s tissues to undergo a form of effective regenerative healing. Learn more at www.PolarityTE.com – Welcome to the Shift®.

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, 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. Our 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 and other filings with the SEC (copies of which may be obtained at www.sec.gov).

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

CONTACTS

Investors:

Rich Haerle

VP, Investor Relations

PolarityTE, Inc.

ir@PolarityTE.com

(385) 315-0697

Media:
Angela Ziegler

VP, Marketing and Public Relations

AngelaZiegler@polarityte.com

(385) 239-0363