8-K

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): January 12, 2021

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

n/a

(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 7.01. Regulation FD Disclosure.

On January 12, 2021, PolarityTE, Inc. (the “Company”) issued a press release announcing a registered direct offering (the “Offering”) of 9,090,910 shares of the Company’s common stock (or pre-funded warrants to purchase common stock in lieu thereof), and accompanying warrants to purchase up to 9,090,910 shares of common stock (the “Warrants”). A copy of the press release is attached as Exhibit 99.1 to this report.

Pursuant to a letter agreement, dated November 6, 2020, as amended on December 16, 2020, the Company engaged H.C. Wainwright & Co., LLC (the “Placement Agent”) as placement agent in connection with the Offering. As compensation for acting in such capacity, the Company has agreed to pay the Placement Agent a cash fee of 7.0% of the aggregate gross proceeds raised in the Offering and to issue to the Placement Agent or its designees warrants (the “Placement Agent Warrants”) to purchase up to 6.0% of the aggregate number of shares of the Company’s common stock (or common stock equivalents) to be sold in the Offering (or warrants to purchase up to an aggregate 545,455 shares of Common Stock). The Placement Agent Warrants have substantially the same terms as the Warrants, except that the Placement Agent Warrants have an exercise price equal to 125% of the purchase price per share (or $1.375 per share). The issuance of the Placement Agent Warrants is expected to occur simultaneously with the closing of the Offering.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated January 12, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: January 12, 2021	/s/ Jacob Patterson
	Jacob Patterson
	Interim Chief Financial Officer

EX-99.1

Exhibit 99.1

PolarityTE Announces $10.0 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules

SALT LAKE CITY, January 12, 2021 — PolarityTE, Inc. (Nasdaq: PTE), a company focused on transforming the lives of patients by discovering, designing, and developing a range of regenerative tissue products and biomaterials, announced today that it has entered into a securities purchase agreement with a single healthcare-dedicated institutional investor providing for the purchase and sale of 9,090,910 shares of its common stock (or pre-funded warrants to purchase common stock in lieu thereof) and accompanying warrants to purchase up to 9,090,910 shares of common stock. Each share of common stock (or pre-funded warrant in lieu thereof) is being sold together with one warrant to purchase one share of common stock at a combined purchase price of $1.10. The securities are being offered in a registered direct offering priced at-the-market under Nasdaq rules. The warrants will be immediately exercisable at an exercise price of $1.20 per share of common stock and will expire five years from the date of issuance. The shares of common stock or the pre-funded warrants, and the accompanying warrants, can only be purchased together in the offering but will be issued separately and will be immediately separable upon issuance.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The offering is expected to result in gross proceeds to PolarityTE of approximately $10.0 million before deducting placement agent and other offering expenses payable by PolarityTE. The Company intends to use the net proceeds of this offering for working capital and general corporate purposes.

The registered direct offering is expected to close on or about January 14, 2021, subject to the satisfaction of customary closing conditions.

The securities described above are being offered by PolarityTE pursuant to a “shelf” registration statement on Form S-3 (File No. 333-229584) previously filed with the U.S. Securities and Exchange Commission (“SEC”) on February 8, 2019 and declared effective by the SEC on February 22, 2019. Such securities may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and the accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Alternatively, when available, electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained from H.C. Wainwright & Co., LLC, 430 Park Avenue, New York, NY 10022, by email at placements@hcwco.com or by phone at (646) 975-6996.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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 methods are intended to promote and accelerate growth of the patient’s tissues to undergo a form of effective regenerative healing.

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 and include statements about the completion of the registered direct offering, the satisfaction of customary closing conditions related to the offering and the intended use of net proceeds from the offering. 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 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. 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, SKINTE, 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

XML

Cover	Jan. 12, 2021	Jan. 12, 2021
Cover [Abstract]
Document Type		8-K
Amendment Flag		false
Document Period End Date		Jan. 12, 2021
Entity File Number		001-32404
Entity Registrant Name		POLARITYTE, INC.
Entity Central Index Key		0001076682
Entity Tax Identification Number		06-1529524
Entity Incorporation, State or Country Code		DE
Entity Address, Address Line One		1960 S. 4250 West
Entity Address, City or Town		Salt Lake City
Entity Address, State or Province		UT
Entity Address, Postal Zip Code		84104
City Area Code		(800)
Local Phone Number		560-3983
Written Communications		false
Soliciting Material		false
Pre-commencement Tender Offer		false
Pre-commencement Issuer Tender Offer		false
Title of 12(b) Security		Common Stock, Par Value $0.001
Trading Symbol		PTE
Security Exchange Name		NASDAQ
Entity Emerging Growth Company	false