Post by icemandios on Nov 3, 2017 23:29:26 GMT
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On November 1, 2017, PolarityTE, Inc. (the “Company”) was notified by The NASDAQ Stock Market (“NASDAQ”) that the Company was not in compliance with Listing Rule 5605 (the “Rule”), specifically (i) Listing Rule 5605(b)(1) requiring that a majority of the board of directors must be comprised of “independent” directors, as such term is defined under the Rule and (ii) Listing Rule 5605(c)(2)(a) requiring an audit committee to be comprised of at least three independent directors. Michael Beeghley, a former independent director and audit committee member, declined to stand for re-election following the Annual Meeting of Shareholders on October 18, 2017. The notice provided that consistent with Listing Rules 5605(b)(1)(A) and 5605(c)(4), NASDAQ will provide the Company a cure period in order to regain compliance as follows: (x) until the earlier of the Company’s next annual shareholders’ meeting or October 18, 2018 or (y) if the next annual shareholders’ meeting is held before April 30, 2018, then the Company must evidence compliance no later than April 30, 2018.
The notice has no immediate effect on the listing or trading of the Company’s common stock on NASDAQ and, at this time, the common stock will continue to trade on NASDAQ under the symbol “COOL”. The Company plans to regain compliance upon appointment of one or more additional independent directors prior to deadline. In the event the Company does not regain compliance with the Rule by such date, the Company’s securities may be delisted from NASDAQ, a determination the Company can appeal to a Hearings Panel.
Item 8.01. Other Events.
On December 1, 2016, the Company entered into an agreement to acquire PolarityTE, Inc., a Nevada corporation, a regenerative medicine company (the “Acquisition”). The Acquisition was subject to shareholder approval, which was received on March 10, 2017 and the Acquisition closed on April 7, 2017, as more fully described below. In January, 2017, the Company changed its name to “PolarityTE, Inc.” On June 23, 2017, the Company sold Majesco Entertainment Company, a Nevada corporation and wholly-owned subsidiary of the Company (“Majesco Sub”) to Zift Interactive LLC, a Nevada limited liability company pursuant to a purchase agreement (the “Majesco Disposition”; the Acquisition and the Majesco Disposition are referred to collectively as the “Reorganization Transactions”). As a result of the Reorganization Transactions, the Company now solely operates in its Regenerative Medicine segment and is updating its Risk Factors accordingly.
Our business is subject to numerous risks and uncertainties. Any reader should carefully consider the risks described below before making any decision. The risks described below are not the only ones the Company faces. Additional risks the Company is not presently aware of or that the Company currently believes are immaterial may also impair the Company’s business operations. The Company’s business and operations could be harmed by any of these risks. The trading price of the Company’s common stock could decline due to any of these risks.
Risks Related to Our Business
If the clinical development and commercialization of our lead product candidate, SkinTE, is not successful, our ability to finance our operations may be adversely affected.
Our near-term prospects depend upon our ability to effectively market our lead product candidate, SkinTE, and to demonstrate its safety and effectiveness in humans, as well as its superiority over existing therapies and standards of care. We currently expect to initiate a human clinical trial evaluating the SkinTE construct and other clinical evaluations in the fourth quarter of 2017. Our ability to finance our company and to generate revenues will depend in part on our ability to obtain favorable results in the planned clinical evaluations of SkinTE and to successfully develop and commercialize SkinTE.
On November 1, 2017, PolarityTE, Inc. (the “Company”) was notified by The NASDAQ Stock Market (“NASDAQ”) that the Company was not in compliance with Listing Rule 5605 (the “Rule”), specifically (i) Listing Rule 5605(b)(1) requiring that a majority of the board of directors must be comprised of “independent” directors, as such term is defined under the Rule and (ii) Listing Rule 5605(c)(2)(a) requiring an audit committee to be comprised of at least three independent directors. Michael Beeghley, a former independent director and audit committee member, declined to stand for re-election following the Annual Meeting of Shareholders on October 18, 2017. The notice provided that consistent with Listing Rules 5605(b)(1)(A) and 5605(c)(4), NASDAQ will provide the Company a cure period in order to regain compliance as follows: (x) until the earlier of the Company’s next annual shareholders’ meeting or October 18, 2018 or (y) if the next annual shareholders’ meeting is held before April 30, 2018, then the Company must evidence compliance no later than April 30, 2018.
The notice has no immediate effect on the listing or trading of the Company’s common stock on NASDAQ and, at this time, the common stock will continue to trade on NASDAQ under the symbol “COOL”. The Company plans to regain compliance upon appointment of one or more additional independent directors prior to deadline. In the event the Company does not regain compliance with the Rule by such date, the Company’s securities may be delisted from NASDAQ, a determination the Company can appeal to a Hearings Panel.
Item 8.01. Other Events.
On December 1, 2016, the Company entered into an agreement to acquire PolarityTE, Inc., a Nevada corporation, a regenerative medicine company (the “Acquisition”). The Acquisition was subject to shareholder approval, which was received on March 10, 2017 and the Acquisition closed on April 7, 2017, as more fully described below. In January, 2017, the Company changed its name to “PolarityTE, Inc.” On June 23, 2017, the Company sold Majesco Entertainment Company, a Nevada corporation and wholly-owned subsidiary of the Company (“Majesco Sub”) to Zift Interactive LLC, a Nevada limited liability company pursuant to a purchase agreement (the “Majesco Disposition”; the Acquisition and the Majesco Disposition are referred to collectively as the “Reorganization Transactions”). As a result of the Reorganization Transactions, the Company now solely operates in its Regenerative Medicine segment and is updating its Risk Factors accordingly.
Our business is subject to numerous risks and uncertainties. Any reader should carefully consider the risks described below before making any decision. The risks described below are not the only ones the Company faces. Additional risks the Company is not presently aware of or that the Company currently believes are immaterial may also impair the Company’s business operations. The Company’s business and operations could be harmed by any of these risks. The trading price of the Company’s common stock could decline due to any of these risks.
Risks Related to Our Business
If the clinical development and commercialization of our lead product candidate, SkinTE, is not successful, our ability to finance our operations may be adversely affected.
Our near-term prospects depend upon our ability to effectively market our lead product candidate, SkinTE, and to demonstrate its safety and effectiveness in humans, as well as its superiority over existing therapies and standards of care. We currently expect to initiate a human clinical trial evaluating the SkinTE construct and other clinical evaluations in the fourth quarter of 2017. Our ability to finance our company and to generate revenues will depend in part on our ability to obtain favorable results in the planned clinical evaluations of SkinTE and to successfully develop and commercialize SkinTE.