PolarityTE : Acquisition/Asset Disposal - Form 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): August 15, 2023

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, UT84104

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: [phone]

(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		NasdaqCapital 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 2.01. Completion of Acquisition or Disposition of Assets.

As previously disclosed, on June 6, 2023, PolarityTE, Inc., a Delaware corporation (the "Company"), and its subsidiaries, PolarityTE, Inc., a Nevada Corporation ("PTE Nevada"), and PolarityTE MD, Inc., a Nevada corporation ("PTE MD" and together with the Company and PTE Nevada, the "Debtors") filed voluntary petitions (the "Chapter 11 Cases") under Chapter 11 of the U.S. Bankruptcy Code (the "Bankruptcy Code") in the U.S. Bankruptcy Court for the District of Utah (the "Bankruptcy Court"). On June 6, 2023, prior to the filing of the Chapter 11 Cases, the Company, PTE Nevada, and PTE MD entered into a "stalking horse" asset purchase agreement (the "Asset Purchase Agreement") with Grander Acquisition LLC, a Delaware limited liability company ("Grander Acquisition"), pursuant to which Grander Acquisition agreed to purchase substantially all of the assets of the Company, PTE Nevada, and PTE MD for approximately $6.5 million, less the amount of debtor-in-possession financing outstanding at closing, if any, subject to certain exceptions, and plus the assumption of assumed liabilities. The Asset Purchase Agreement was amended on July 26, 2023 to revise the closing deadline to no later than the later of (i) the second business day after satisfaction or waiver of all conditions to closing and (ii) August 15, 2023. The foregoing description of the Asset Purchase Agreement and the amendment to the Asset Purchase Agreement is not complete and is qualified in its entirety by reference to the Asset Purchase Agreement and the amendment to the Asset Purchase Agreement, which are filed as Exhibit 2.1 and Exhibit 2.2 hereto and incorporated by reference herein.

As previously disclosed, on July 31, 2023 the Bankruptcy Court entered an order (the "Sale Order") approving and authorizing the acquisition of substantially all of the assets of the Company, PTE Nevada, and PTE MD, including the assignment and assumption of certain contracts, as provided for in the Asset Purchase Agreement.

On August 15, 2023, the Debtors and Grander Acquisition consummated the transactions contemplated by the Asset Purchase Agreement, thereby completing the disposition of substantially all of the Debtors' assets in accordance with the Asset Purchase Agreement.

Cautionary Note Regarding Trading in the Company's Securities

The Company's stockholders are cautioned that trading in shares of the Company's common stock during the pendency of the Chapter 11 Cases will be highly speculative and will pose substantial risks. The Company expects that the currently outstanding shares of its common stock will be eventually cancelled and extinguished by the Bankruptcy Court. The holders of the Company's common stock may not receive any proceeds from the sale of substantially all of the Company's assets due to the Company's obligations to creditors and others. As a result, the Company expects that its currently outstanding stock may have little or no value. Trading prices for the Company's common stock may bear little or no relation to actual recovery, if any, by holders thereof in the Company's Chapter 11 Cases. Accordingly, the Company urges extreme caution with respect to existing and future investments in its common stock.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements regarding future events and the Company's future financial operations. These forward-looking statements are based on current expectations, estimates and projections about the business of the Company, including, but not limited to expectations regarding the Asset Purchase Agreement, and the Chapter 11 Cases. These statements are based upon management's current belief and certain assumptions made by management. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by such forward-looking statements, including, but not limited to, the potential adverse impact of the bankruptcy filings on our business, financial condition and results of operations, including our ability to maintain contracts that are critical to our business; our ability to retain employees necessary to continue operating our business, including clinical trials, while the Chapter 11 Cases are pending; the actions and decisions of our creditors and other third parties with interests in the Chapter 11 Cases; our ability to maintain liquidity to fund our operations during the Chapter 11 Cases; our ability to obtain Bankruptcy Court approvals in connection with the Chapter 11 Cases; our ability to consummate any transactions approved by the Bankruptcy Court and the time to consummation of such transactions; the timing and amount, if any, of distributions to the Company's stockholders; and competitive, economic, legal, political and technological factors affecting our industry, operations, markets, products and pricing. Readers should carefully review the risk factors and the information that could materially affect our financial results, described in our Annual Report on Form 10-K for the year period ended December 31, 2022 and other reports filed with the Securities and Exchange Commission. Readers are cautioned to not place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
2.1*		Asset Purchase Agreement, dated as of June 6, 2023, by and between the Company, the Company's subsidiaries party thereto, and Grander Acquisition LLC (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K (File No. 333-32404) filed with the Securities and Exchange Commission on June 6, 2023).
2.2*		Amendment to the Asset Purchase Agreement, dated as of July 26, 2023, by and between the Debtors and Grander Acquisition (incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K (File No. 333-32404) filed with the Securities and Exchange Commission on August 1, 2023).
104		Cover Page Interactive Data File, formatted in Inline XBRL

*	Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit or schedule will be furnished supplementally to the SEC or its staff upon request.

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: August 15, 2023	/s/ Jacob Patterson
	Jacob Patterson
	Chief Financial Officer