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): ~~January~~March 2520, 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, 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 58.0201 ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events

~~Election~~PolarityTE, Inc. (the “Company”), announced in December 2022 that it signed a non-binding letter of ~~Jeff~~intent ~~Dyer~~(the as“LOI”) ~~Director~~with Michael Brauser for him to make an offer to acquire 100% of the outstanding equity interests of the Company and that the parties would endeavor to negotiate the terms of definitive transaction documents by March 15, 2023. The parties were unable to complete negotiation and drafting of definitive documents by March 15, 2023, and the LOI terminated on March 15, 2023.

OnEven ~~January~~though ~~25, 2023,~~ the ~~Board~~LOI ofterminated, ~~Directors~~new ~~(the~~proposals ~~“Board”)~~for ofa ~~PolarityTE,~~potential ~~Inc.~~transaction (between the “Company~~”),~~ ~~elected~~and ~~Jeff~~Mr. ~~Dyer, PhD,~~Brauser toare ~~serve~~being asevaluated, aand ~~member of~~ the Company ~~Board~~is ofalso ~~Directors~~pursuing ~~beginning January 26, 2023, for~~ a ~~term~~process ~~expiring~~of atevaluating ~~the~~its ~~Company’s~~financial ~~2025~~resources, ~~annual meeting~~product ofopportunities, ~~stockholders.~~and ~~Dr.~~business ~~Dyer~~plan ~~was~~with ~~also~~a ~~appointed~~view to ~~serve~~advancing the oninterests of the Company’s ~~Audit Committee, Nominating and Governance Committee, and Compensation Committee for which he will also serve as chairperson~~stockholders.

Dr. Dyer served on the Company’s Board from March 2, 2017, to September 2, 2022. Dr. Dyer has served as the Horace Beesley Professor of Strategy at Brigham Young University since September 1999. From August 1993 until September 1999, he served as an Assistant Professor at Wharton School, University of Pennsylvania, and from July 1984 until September 1988 he served as Management Consultant and Manager of Bain & Company. Dr. Dyer received his Bachelor of Science degree in psychology and MBA from Brigham Young University and his PhD in management from University of California, Los Angeles.

In consideration for Dr. Dyer’s agreement to join the Board the Company agreed to pay him a one-time cash fee of $10,000. In accordance with the Company’s annual compensation program for non-employee directors that began October 1, 2022, Dr. Dyer is entitled to receive a $50,000 annual retainer prorated for the period of actual service that began January 26, 2023, or a total of $33,972.60, which is paid in the form of restricted stock units issued under the Company’s equity incentive plans that will vest in arrears at the rate of 26.2% on March 31, 2023, 36.9% on June 30, 2023, and 36.9% on September 30, 2023. Dr. Dyer will be entitled be entitled to additional compensation for his service on Board committees. As chair of the Compensation Committee he is paid an annual cash fee of $7,500, payable quarterly in arrears and prorated for actual periods of service less than a full quarter. As a member of the Audit Committee Dr. Dyer is paid an annual cash fee of $4,500 and as a member of the Nominating and Governance Committee he is paid an annual cash fee of $2,500, in each case payable quarterly in arrears and prorated for periods of service less than a full quarter.

The Company is also offering to enter into its standard form of indemnification agreement with Dr. Dyer. 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 Dr. Dyer and any other person pursuant to which he was elected as a director of the Company. There are no family relationships between Dr. Dyer 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 Dr. Dyer and the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 25, 2020)
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: January 26, 2023	/s/ Jacob Patterson
Dated: March 20, 2023	/s/ Jacob Patterson
	Jacob Patterson
	Chief Financial Officer

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