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): March 20, 2020
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.) |
123 Wright Brothers Drive
Salt Lake City, UT 84116
(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) |
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| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| [ ] | 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 |
| Preferred Stock Purchase Rights | | | | 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 1.01Entry into a Material Definitive Agreement.
On March 23, 2020, the board of directors of PolarityTE, Inc. (“PTE”) adopted and approved a form of indemnification agreement for each current independent director of the Company and certain officers of the Company, including David Seaburg, President, Richard Hague, Chief Operating Officer, and Cameron Hoyler, General Counsel and EVP Corporate Development & Strategy.
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 indemnification agreement also provides for the advancement of expenses relating to the indemnification obligations.
The foregoing summary of the terms of the indemnification agreement is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of the form of the indemnification agreement. The form of indemnification agreement is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 20, 2020, Ramses Erdtmann provided PTE with notice of his resignation as a Director of PTE effective March 23, 2020. Prior to his resignation, Mr. Erdtmann had expressed certain views, which were not in alignment with management’s views, regarding the strategic direction of PTE, including its financial and business development affairs.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
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: March 25, 2020 | /s/ David Seaburg |
| | David Seaburg |
| | President |
