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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): December 20, 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

 

 

 

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

 

Salary Increase

 

On December 20, 2021, the Board of Directors (the “Board”) of PolarityTE, Inc. (the “Company”) approved an increase in the annual base salary of the executive officers listed below under their respective employment agreements, which will be effective on January 1, 2022.

 

Name  Title  Annual Salary
beginning
01/01/2022
 
        
Richard Hague  Chief Executive Officer and President  $450,000 
Jacob Patterson  Chief Financial Officer  $275,000 

 

2021 Bonus Compensation

 

On December 20, 2021, the Board approved cash bonuses for the executive officers listed below pertaining to service during the year ending December 31, 2021:

 

Name  Title  Cash Bonus 
        
Richard Hague  Chief Executive Officer and President  $275,000 
Jacob Patterson  Chief Financial Officer  $156,000 
Cameron Hoyler  General Counsel, Secretary, EVP Corporate Development & Strategy, Compliance Officer Chief  $210,000 

 

The Board approved equity bonus compensation for the executive officers listed below pertaining to service during the year ending December 31, 2021, with a grant date of December 23, 2021:

 

Name  Title  Restricted Stock Units 
        
Richard Hague  Chief Executive Officer and President   375,000 
Jacob Patterson  Chief Financial Officer   200,000 
Cameron Hoyler  General Counsel, Secretary, EVP Corporate Development & Strategy, Compliance Officer Chief   275,000 

 

The restricted stock units (RSUs) are granted under the Company’s 2020 Stock Option and Incentive Plan and 2017 Equity Incentive Plan. The restricted stock units vest one-third on December 27, 2021, one-third on the six-month anniversary of the grant date, and one-third on the 12-month anniversary of the grant date. The RSUs will cease to vest on date of termination of employment, except that unvested RSUs will accelerate and vest in full upon the occurrence of a fundamental transaction (as defined in the officer’s employment agreement), termination of service by the Company without “cause” (as defined in the officer’s employment agreement), or termination by the officer for “good reason” (as defined in the officer’s employment agreement).

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
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: December 23, 2021 /s/ Jacob Patterson
  Jacob Patterson
  Chief Financial Officer