UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
The information set forth in Item 3.03 is incorporated herein by reference.
| Item 1.02 | Termination of a Material Definitive Agreement. |
The information set forth in Item 3.03 is incorporated herein by reference.
| Item 3.03 | Material Modification to Rights of Security Holders. |
On September 28, 2020, PolarityTE, Inc. (the “Company”) and Equity Stock Transfer, LLC, as rights agent (the “Rights Agent”), entered into an amendment (the “Amendment”) to the Rights Agreement, dated as of November 7, 2019, between the Company and the Rights Agent (the “Rights Agreement”) filed as Exhibit 4.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on November 7, 2019.
The Amendment accelerates the expiration of the Company’s preferred share purchase rights (the “Rights”) under the Rights Agreement to 5:00 P.M., New York City time, on September 28, 2020. Consequently, the Rights Agreement terminated at that time. At the time of the termination of the Rights Agreement, all Rights distributed to holders of the Company’s common stock pursuant to the Rights Agreement expired.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 4.1 to this report.
| Item 8.01 | Other Events. |
On September 29, 2020, the Company issued a press release titled “PolarityTE Announces Termination of Shareholder Rights Plan,” announcing the Amendment described above. A copy of the press release is filed herewith as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 4.1 | First Amendment to Rights Agreement dated as of November 7, 2019, between PolarityTE, Inc. and Equity Stock Transfer, LLC, as rights agent. | |
| 99.1 | Press Release dated September 29, 2020 titled “PolarityTE Announces Termination of Shareholder Rights Plan.” | |
| 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: September 29, 2020 | /s/ Jacob Patterson |
| Jacob Patterson | |
| Interim Chief Financial Officer |