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): November 9, 2022

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 7.01. Regulation FD Disclosure.

On November 1, 2022, PolarityTE, Inc. (the “Company”) received an unsolicited, non-binding offer (followed by an amended offer on November 8, 2022) from Michael Brauser to acquire all of the outstanding common stock of the Company not owned by them for $1.25 per share in cash. The offer is subject to various contingencies, including, among others, (1) settlement with warrant holders and satisfactory negotiations with insiders with change of control agreements, (2) minimum tender conditions, (3) a sixty-day due diligence period, and (4) satisfaction of other conditions and requirements that may arise, which are commonplace in transactions of this nature. The Board of Directors and a special committee formed by the Board of Directors will carefully review the terms and conditions of the offer to determine the course of action that it believes is in the best interest of the Company and all Company securityholders. If the Board of Directors determines to proceed with the offer, there can be no assurance that all required contingencies will be satisfied and that a transaction will result.

On November 9, 2022, the Company issued a press release confirming receipt of the offer. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated by reference herein.

The information included under Item 7.01 (including Exhibit 99.1) is furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (“Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of PolarityTE, Inc., dated November 9, 2022
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: November 9, 2022	/s/ Jacob Patterson
	Jacob Patterson
	Chief Financial Officer

EX-99.1

Exhibit 99.1

PolarityTE Confirms Receipt of Unsolicited, Non-Binding Offer to Acquire the Company

SALT LAKE CITY, November 9, 2022 — PolarityTE, Inc. (Nasdaq: PTE), a biotechnology company developing regenerative tissue products and biomaterials, today confirmed that on November 1, 2022, it received an unsolicited, non-binding offer (followed by an amended offer on November 8, 2022) from Michael Brauser to acquire all of the outstanding common stock of the Company not owned by them for $1.25 per share in cash. The offer is subject to various contingencies, including, among others, (1) settlement with warrant holders and satisfactory negotiations with insiders with change of control agreements, (2) minimum tender conditions, (3) a sixty-day due diligence period, and (4) satisfaction of other conditions and requirements that may arise, which are commonplace in transactions of this nature.

The Board of Directors of the Company and a special committee formed by the Board of Directors will carefully review the terms and conditions of the offer to determine the course of action that it believes is in the best interest of the Company and all Company securityholders. If the Board of Directors determines to proceed with the offer, there can be no assurance that all required contingencies will be satisfied and that a transaction will result.

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. Such forward-looking statements include, but are not limited to, statements related to the unsolicited, non-binding offer received by the Company. Readers should not place undue reliance on such forward-looking statements. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties, many of which are beyond our control that may cause actual results or events to differ materially from those projected. These risks and uncertainties include 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:

PolarityTE Investor Relations

ir@PolarityTE.com

385-831-5284

Media:

David Schull or Ignacio Guerrero-Ros

David.schull@russopartnersllc.com

Ignacio.guerrero-ros@russopartnersllc.com

XML

Cover	Nov. 09, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 09, 2022
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