UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices and zip code)
Registrant’s
telephone number, including
area code: |
(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 | ||
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Election of David Seaburg as Director
On August 27, 2021, the Board of Directors (the “Board”) of PolarityTE, Inc. (the “Company”), elected David Seaburg to serve as a member of the Board of Directors beginning September 1, 2021, for a term expiring at the Company’s 2023 annual meeting of stockholders. Mr. Seaburg was also appointed to serve as chairman of the Company’s Strategic Review Committee, which is focused on reviewing operational strategies and practices that advance the regulatory process for SkinTE and future financings, if any, that may be helpful in advancing the Company’s strategies and making recommendations to the Board. Mr. Seaburg’s service as the Chief Executive Officer of the Company ended on September 1, 2021, when he joined the Board.
In accordance with the Company’s compensation program for non-employee directors, Mr. Seaburg is entitled to receive a $45,000 annual retainer paid quarterly for service as a Board member, which is prorated for the period of actual service during the calendar year. Mr. Seaburg will be entitled to additional compensation if he serves on one of the standing committees of the Board. Under the Company’s compensation plan for non-employee directors, new directors are entitled to receive an on-boarding equity award with a value of $160,000 based on grant date closing price and pursuant thereto the Company granted to Mr. Seaburg 226,340 restricted stock units on September 1, 2021, which vest in three annual installments beginning September 1, 2022, subject to continued service to the Company.
On September 1, 2021, the Company engaged Mr. Seaburg as a consultant on strategic planning and finance matters for a term of 12 months, renewable for additional 12-month terms at the discretion of the Board. Under the consulting arrangement Mr. Seaburg will receive compensation consisting of (i) $37,500 for each three-month period of service paid in the form of common stock of the Company issued under the 2020 Stock Option and Incentive Plan in that number of shares equal to $37,500 divided by the closing price (as reported on Nasdaq) for the common stock on the last day of the three-month period of service with respect to which the compensation is paid, and (ii) a monthly stipend of $1,600 in cash.
The Company is also offering to enter into its standard form of indemnification agreement with Mr. Seaburg. 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. Seaburg and any other person pursuant to which he was elected as a director of the Company. There are no family relationships between Mr. Seaburg 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. Seaburg and the Company.
Appointment of Richard Hague as Chief Executive Officer
On August 27, 2021, the Board appointed Richard Hague to the office of Chief Executive Officer of the Company effective September 1, 2021. He will continue in the office of President and no longer serve as the Chief Operating Officer. Mr. Hague’s executive employment agreement filed as an exhibit to the Company’s report on Form 8-K filed with the Securities and Exchange Commission on August 24, 2021, will be modified to reflect the change in office, but there are no other changes in the terms of his employment by the Company.
Mr. Hague, age 61, joined the Company in April 2019 as Chief Operating Officer and served in the Office of the Chief Executive beginning in August 2019 until April 2020, when he began serving as the Company’s President in addition to Chief Operating Officer. Mr. Hague served as the Chief Commercial Officer of Anika Therapeutics, Inc., from October 2015 to April 2019. From November 2014 to October 2015, Mr. Hague was the Vice President Sales and Marketing at TEI Medical where he was responsible for driving the revenue growth of that corporation’s dermal scaffold product, as well as for the build out of its sales and marketing teams. From 2011 through 2014, Mr. Hague was Vice President and General Manager of Sanofi’s cell therapy and regenerative medicine business unit where he was responsible for managing all functions that reported up through the business unit. Prior to this, Mr. Hague was the Senior Director and Head of Sales for Genzyme Biosurgery where he headed the U.S. sales team in the orthopedics and sports medicine market. Mr. Hague holds a B.S. in marketing from the University of Connecticut.
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. Hague and the Company.
A copy of the Company’s press release announcing the changes described above is attached hereto as Exhibit 99.1.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit No. | Description | |
99.1 | Press release dated September 2, 2021, titled “PolarityTE Appoints Richard Hague as Chief Executive Officer and Elects David Seaburg to Board of Directors and Chair of Strategic Review Committee.” | |
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 2, 2021 | /s/ Jacob Patterson |
Jacob Patterson | |
Chief Financial Officer |
Exhibit 99.1
PolarityTE Appoints Richard Hague as Chief Executive Officer and Elects David Seaburg
to Board of Directors and Chair of Strategic Review Committee
Ryan Mathis, MD, named Chief Medical Officer
SALT LAKE CITY, September 2, 2021 – PolarityTE, Inc. (Nasdaq: PTE) today announced the appointment of Richard Hague as Chief Executive Officer, the election of David Seaburg to the Board of Directors, and the appointment of Ryan Mathis, MD, as Chief Medical Officer.
Mr. Hague joined the Company in April 2019 as Chief Operating Officer and served in the Office of the Chief Executive beginning in August 2019 until April 2020, when he began serving as the Company’s President in addition to Chief Operating Officer. Mr. Hague is an accomplished biotechnology executive with extensive experience across multiple disciplines in companies at various stages of product development and commercialization. Before joining PolarityTE, Mr. Hague was the Chief Commercial Officer at Anika Therapeutics, where he oversaw all global commercial activities, as well as the R&D and Clinical Research functions. Prior to his tenure with Anika, Mr. Hague was Vice President of Sales and Marketing at TEI Medical, where he led the significant sales growth of their wound care product platform, which was later acquired by Integra LifeSciences. He spent a significant portion of his career at Genzyme and later Sanofi (following Sanofi’s acquisition of Genzyme), where he held positions of increasing responsibility, culminating in his role as VP/General Manager of Sanofi’s Cell Therapy and Regenerative Medicine Business Unit. While at Genzyme, Mr. Hague was involved in the launch of the first autologous cell therapy product that ultimately led to FDA’s establishment of the BLA regulatory pathway. Subsequently, he has led the successful development and launch of several innovative products in the biologics and medical device arenas.
With PolarityTE’s transition away from a commercial enterprise and towards a clinical research and development stage company, the Board is pleased to have Mr. Seaburg rejoin as a director and looks forward to his continued support of the Company, management team, and strategic initiatives. Mr. Seaburg will become the Chair of the Board’s Strategic Review Committee and is expected to participate in the Company’s corporate strategy and capital formation activities.
Mr. Seaburg joined PolarityTE in August 2018 as a director and subsequently joined the management team in January 2019, serving as President of Corporate Development until August 2019, when he joined the Office of the Chief Executive, before being named Chief Executive Officer in April 2020. During Mr. Seaburg’s tenure in management, the Company completed several significant restructuring initiatives, primarily focused on reducing costs, enhancing sales of SkinTE® when it was previously marketed as a 361 HCT/P, and preparing PolarityTE for the changes that would be required from a regulatory perspective for SkinTE following the conclusion of FDA’s period of enforcement discretion for 361 HCT/Ps in May 2021. Under Mr. Seaburg’s leadership, the Company substantially reduced its operating costs, grew revenues to record levels when SkinTE was marketed, and Mr. Seaburg was instrumental in shifting the Company’s strategic focus to pursuing a biologics license application for SkinTE. In the fourth quarter of 2019, just after Mr. Seaburg joined management, revenues from the sale of SkinTE were $0.7 million, and in the first quarter of 2021, which was the last full quarter of SkinTE sales activity, the Company’s revenues for SkinTE were $1.73 million or 147% higher. Furthermore, cash used in operations during the fourth quarter of 2019 was $16.0 million, or an average of $5.3 million per month, and in the second quarter of 2021 cash used in operations was $4.1 million, or an average of $1.4 million per month—a difference of 74%.
Dr. Mathis has been with the Company since December 2017, serving in roles of increasing responsibility including Vice President of Clinical Operations and, most recently, Vice President of Commercial Strategy. In that role, Dr. Mathis led important changes to the SkinTE commercial function when the product was previously marketed as a 361 HCT/P. Dr. Mathis earned his undergraduate and medical degrees at Penn State University before joining the Medstar Georgetown University Plastic Surgery Department as a resident. While at Georgetown, Dr. Mathis received numerous awards from his peers and colleagues for distinguished clinical performance and for medical education. Dr. Mathis has published multiple papers and presented on various clinical and basic science research topics in the fields of plastic surgery, cardiac surgery, and wound care, and is a visiting Professor for the Biotechnology Program at Georgetown University.
David Seaburg commented, “With the changes we implemented over the past two years and the clear strategic focus we have achieved, now is the appropriate time for me to rejoin the Board of Directors. The Company is in great hands with Richard Hague at the helm, and Rich’s extensive industry experience will be vital as we progress SkinTE down the BLA regulatory pathway. We are fortunate to have a clinical leader in Ryan Mathis who spent years on the front lines and saw the extraordinary clinical impact that SkinTE had on patients, while also collecting invaluable feedback from physicians and other healthcare providers in the field.”
Richard Hague commented, “Nothing drives me more than helping to bring groundbreaking treatments to patients in need. Having seen the evolution of the BLA pathway first-hand during my time at Genzyme, I could not be more excited to lead PolarityTE as we seek to commence clinical studies with SkinTE under IND and advance this extraordinary asset towards a BLA submission. We have been working closely with the FDA and look forward to crafting a development program for SkinTE to maximize its clinical reach in service of patients suffering from hard-to-treat chronic cutaneous ulcers. The experience we gained during the prior marketing of SkinTE as a 361 HCT/P gives me and our team tremendous confidence moving forward. We have a great deal of work to do but are energized and emboldened to do whatever it takes to make this product available to patients once again. I want to thank David for his leadership and execution over the past two years and I look forward to continuing to work with him in his new role on the Board.”
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. PolarityTE’s products, including SkinTE, are in the development stage, and are not approved or available for clinical use. 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, future clinical studies, 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.
POLARITYTE, the POLARITYTE logo, SKINTE, WHERE SELF REGENERATES SELF and WELCOME TO THE SHIFT are registered trademarks of PolarityTE, Inc.
CONTACTS
Investors:
Rich Haerle
VP, Investor Relations
PolarityTE, Inc.
ir@PolarityTE.com
(385) 315-0697
YMHU
MCU2%
Cover |
Aug. 27, 2021 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Aug. 27, 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 |
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end
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