PTE: Some Shuffling re Shares & Rights Thereto
Sept 29, 2020 12:44:27 GMT
miamianne67 and c2crusher like this
Post by icemandios on Sept 29, 2020 12:44:27 GMT
Item 3.03 Material Modification to Rights of Security Holders.
On September 28, 2020, PolarityTE, Inc. (the “Company”) and Equity Stock Transfer, LLC, as rights agent (the “Rights Agent”), entered into an amendment (the “Amendment”) to the Rights Agreement, dated as of November 7, 2019, between the Company and the Rights Agent (the “Rights Agreement”) filed as Exhibit 4.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on November 7, 2019.
The Amendment accelerates the expiration of the Company’s preferred share purchase rights (the “Rights”) under the Rights Agreement to 5:00 P.M., New York City time, on September 28, 2020. Consequently, the Rights Agreement terminated at that time. At the time of the termination of the Rights Agreement, all Rights distributed to holders of the Company’s common stock pursuant to the Rights Agreement expired.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 4.1 to this report.
Item 8.01 Other Events.
On September 28, 2020, PolarityTE, Inc. (the “Company”) and Equity Stock Transfer, LLC, as rights agent (the “Rights Agent”), entered into an amendment (the “Amendment”) to the Rights Agreement, dated as of November 7, 2019, between the Company and the Rights Agent (the “Rights Agreement”) filed as Exhibit 4.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on November 7, 2019.
The Amendment accelerates the expiration of the Company’s preferred share purchase rights (the “Rights”) under the Rights Agreement to 5:00 P.M., New York City time, on September 28, 2020. Consequently, the Rights Agreement terminated at that time. At the time of the termination of the Rights Agreement, all Rights distributed to holders of the Company’s common stock pursuant to the Rights Agreement expired.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 4.1 to this report.
Item 8.01 Other Events.
On September 29, 2020, the Company issued a press release titled “PolarityTE Announces Termination of Shareholder Rights Plan,” announcing the Amendment described above. A copy of the press release is filed herewith as Exhibit 99.1.
PolarityTE Announces Termination of Shareholder Rights Plan
PolarityTE, Inc. (Nasdaq: PTE) today announced that the Board of Directors voted to terminate the Company’s shareholder rights plan after receiving stockholder input and evaluating that input in the context of Company objectives. The termination of the shareholder rights plan, often referred to as a “poison pill,” is effective September 28, 2020. Shareholders are not required, nor do they need, to take any action because of the termination of this shareholder rights plan.
PolarityTE, Inc. (Nasdaq: PTE) today announced that the Board of Directors voted to terminate the Company’s shareholder rights plan after receiving stockholder input and evaluating that input in the context of Company objectives. The termination of the shareholder rights plan, often referred to as a “poison pill,” is effective September 28, 2020. Shareholders are not required, nor do they need, to take any action because of the termination of this shareholder rights plan.
About PolarityTE®
PolarityTE is focused on transforming the lives of patients by discovering, designing, and developing a range of regenerative tissue products and biomaterials for the fields of medicine, biomedical engineering and material sciences. Rather than manufacturing with synthetic and foreign materials within artificially engineered environments, PolarityTE manufactures products from the patient's own tissue and uses the patient's own body to support the regenerative process. From a small piece of healthy autologous tissue, the company creates an easily deployable, dynamic, and self-propagating product designed to regenerate the target tissues. PolarityTE's innovative methods are intended to promote and accelerate growth of the patient's tissues to undergo a form of effective regenerative healing. Learn more at www.PolarityTE.com – Welcome to the Shift®.
POLARITYTE, the POLARITYTE logo, SKINTE, WHERE SELF REGENERATES SELF and WELCOME TO THE SHIFT are trademarks or registered trademarks of PolarityTE, Inc.
PolarityTE is focused on transforming the lives of patients by discovering, designing, and developing a range of regenerative tissue products and biomaterials for the fields of medicine, biomedical engineering and material sciences. Rather than manufacturing with synthetic and foreign materials within artificially engineered environments, PolarityTE manufactures products from the patient's own tissue and uses the patient's own body to support the regenerative process. From a small piece of healthy autologous tissue, the company creates an easily deployable, dynamic, and self-propagating product designed to regenerate the target tissues. PolarityTE's innovative methods are intended to promote and accelerate growth of the patient's tissues to undergo a form of effective regenerative healing. Learn more at www.PolarityTE.com – Welcome to the Shift®.
POLARITYTE, the POLARITYTE logo, SKINTE, WHERE SELF REGENERATES SELF and WELCOME TO THE SHIFT are trademarks or registered trademarks of PolarityTE, Inc.
Item 1. Description of Registrant’s Securities to be Registered
On September 28, 2020, the Company and Equity Stock Transfer, LLC, as rights agent (the “Rights Agent”), entered into an amendment (the “Amendment”) to the Rights Agreement, dated as of November 7, 2019, between the Company and the Rights Agent (the “Rights Agreement”) filed as Exhibit 4.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on November 7, 2019.
The Amendment accelerates the expiration of the Company’s preferred share purchase rights (the “Rights”) under the Rights Agreement to 5:00 P.M., New York City time, on September 28, 2020. Consequently, the Rights Agreement terminated at that time. At the time of the termination of the Rights Agreement, all Rights distributed to holders of the Company’s common stock pursuant to the Rights Agreement expired.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 4.2 to this registration statement.
www.sec.gov/Archives/edgar/data/1076682/000149315220018503/form8-a12ba.htm
On September 28, 2020, the Company and Equity Stock Transfer, LLC, as rights agent (the “Rights Agent”), entered into an amendment (the “Amendment”) to the Rights Agreement, dated as of November 7, 2019, between the Company and the Rights Agent (the “Rights Agreement”) filed as Exhibit 4.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on November 7, 2019.
The Amendment accelerates the expiration of the Company’s preferred share purchase rights (the “Rights”) under the Rights Agreement to 5:00 P.M., New York City time, on September 28, 2020. Consequently, the Rights Agreement terminated at that time. At the time of the termination of the Rights Agreement, all Rights distributed to holders of the Company’s common stock pursuant to the Rights Agreement expired.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 4.2 to this registration statement.
www.sec.gov/Archives/edgar/data/1076682/000149315220018503/form8-a12ba.htm
