Amended Statement of Ownership (sc 13g/a)
February 08 2017 - 5:02PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
Amendment
No. 1
To
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(b)
POLARITYTE,
INC.
(Name
of Issuer)
COMMON
STOCK
(Title of Class of Securities)
731094108
(CUSIP
Number)
December
31, 2016
(Date
of Event Which Requires Filing of This Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
|
1
|
NAME
OF REPORTING PERSONS
S.S.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Phillip
Frost, M.D.
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) [ ]
(b) [ ]
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
NUMBER
OF SHARES
|
5
|
SOLE
VOTING POWER
0
|
|
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
444,928
(1) (2)
|
|
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER
444,928
(1) (2)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
444,928
(1) (2)
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
(Based on 4,250,617 shares outstanding as of December 31, 2016)
|
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
|
|
(1)
|
Represents
(i) 242,640 shares of the Issuer’s common stock held by Frost Gamma Investments Trust (“FGIT”), (ii) 194,451
shares of common stock underlying shares of the Issuer’s Series A Convertible Preferred Stock held by FGIT and (iii)
7,837 shares of common stock underlying shares of the Issuer’s Series B Convertible Preferred Stock held by FGIT. Excludes
(i) 254,768 shares of common stock underlying Series B Convertible Preferred Stock, (ii) 69,444 shares of common stock underlying
Series C Convertible Preferred Stock and (iii) 55,555 shares of common stock underlying Series D Convertible Preferred Stock,
all of which are held by FGIT. Each of the forgoing classes of preferred stock contains an ownership limitation such that
the holder may not convert any of such securities to the extent that conversion would result in the holder’s beneficial
ownership being in excess of 4.99%. On April 4, 2016, FGIT submitted notice to the Issuer, effective 61 days therefrom, of
its election to increase its beneficial ownership limitation to 9.99% (the “Beneficial Ownership Limitation”).
The increased Beneficial Ownership Limitation is reflected in this report. All of the securities have been retroactively adjusted
for the 1 for 6 reverse stock split effective as of the open of business on August 1, 2016.
|
|
|
|
|
|
|
(2)
|
Phillip
Frost M.D., is the trustee of FGIT. Frost Gamma L.P. is the sole and exclusive beneficiary of FGIT. Dr. Frost is one of two
limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder
of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. The
Reporting Person disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein
and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for
purposes of Section 16 or for any other purpose.
|
|
1
|
NAME
OF REPORTING PERSONS
S.S.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Frost
Gamma Investments Trust
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
[ ]
(b)
[ ]
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
|
|
|
NUMBER
OF SHARES
|
5
|
SOLE
VOTING POWER
0
|
|
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
444,928(1)(2)
|
|
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER
444,928
(1)(2)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
444,928
(1)(2)
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
(Based on 4,250,617 shares outstanding as of December 31, 2016)
|
|
12
|
TYPE
OF REPORTING PERSON*
OO
|
|
|
(1)
|
Represents
(i) 242,640 shares of the Issuer’s common stock held by Frost Gamma Investments
Trust (“FGIT”), (ii) 194,451 shares of common stock underlying shares
of the Issuer’s Series A Convertible Preferred Stock held by FGIT and (iii) 7,837
shares of common stock underlying shares of the Issuer’s Series B Convertible Preferred
Stock held by FGIT. Excludes (i) 254,768 shares of common stock underlying Series B Convertible
Preferred Stock, (ii) 69,444 shares of common stock underlying Series C Convertible Preferred
Stock and (iii) 55,555 shares of common stock underlying Series D Convertible Preferred
Stock, all of which are held by FGIT. Each of the forgoing classes of preferred stock
contains an ownership limitation such that the holder may not convert any of such securities
to the extent that conversion would result in the holder’s beneficial ownership
being in excess of 4.99%. On April 4, 2016, FGIT submitted notice to the Issuer, effective
61 days therefrom, of its election to increase its beneficial ownership limitation to
9.99% (the “Beneficial Ownership Limitation”). The increased Beneficial Ownership
Limitation is reflected in this report. All of the securities have been retroactively
adjusted for the 1 for 6 reverse stock split effective as of the open of business on
August 1, 2016.
|
Item
1(a). Name of Issuer:
PolarityTE,
Inc., a Delaware corporation (“Issuer”)
Item
1(b). Address of Issuer's Principal Executive Offices:
4041-T
Hadley Road, S. Plainfield, NJ 07080
Item
2(a). Name of Person Filing.
The
statement is filed on behalf of Phillip Frost, M.D. and FGIT (together, the “Reporting Person”).
Item
2(b). Address of Principal Business Office or, if None, Residence.
Dr.
Phillip Frost has a business address at 4400 Biscayne Blvd. Miami, FL 33137.
Item
2(c). Citizenship.
United
States/Florida
Item
2(d). Title of Class of Securities.
Common
Stock, par value $0.001.
Item
2(e). CUSIP Number.
731094108
Item
3. Type of Person
Not
applicable.
Item
4. Ownership.
(a)
Amount beneficially owned: 444,928(1) (2)
(b)
Percent of class: 9.99% (Based on 4,250,617 shares outstanding as of December 31, 2016)
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared power to vote or to direct the vote: 444,928(1) (2)
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 444,928 (1) (2)
|
|
(1)
|
Represents
(i) 242,640 shares of the Issuer’s common stock held by Frost Gamma Investments
Trust (“FGIT”), (ii) 194,451 shares of common stock underlying shares of
the Issuer’s Series A Convertible Preferred Stock held by FGIT and (iii) 7,837
shares of common stock underlying shares of the Issuer’s Series B Convertible Preferred
Stock held by FGIT. Excludes (i) 254,768 shares of common stock underlying Series B Convertible
Preferred Stock, (ii) 69,444 shares of common stock underlying Series C Convertible Preferred
Stock and (iii) 55,555 shares of common stock underlying Series D Convertible Preferred
Stock, all of which are held by FGIT. Each of the forgoing classes of preferred stock
contains an ownership limitation such that the holder may not convert any of such securities
to the extent that conversion would result in the holder’s beneficial ownership
being in excess of 4.99%. On April 4, 2016, FGIT submitted notice to the Issuer, effective
61 days therefrom, of its election to increase its beneficial ownership limitation to
9.99% (the “Beneficial Ownership Limitation”). The increased Beneficial Ownership
Limitation is reflected in this report. All of the securities have been retroactively
adjusted for the 1 for 6 reverse stock split effective as of the open of business on
August 1, 2016.
|
|
|
|
|
|
|
(2)
|
Phillip
Frost M.D., is the trustee of FGIT. Frost Gamma L.P. is the sole and exclusive beneficiary of FGIT. Dr. Frost is one of two
limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder
of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. In the
foregoing capacities, Dr. Frost is deemed to hold voting and dispositive power of the securities held by FGIT.
|
Item
5. Ownership of Five Percent or Less of a Class.
Not
applicable.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Not
Applicable
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company.
Not
applicable.
Item
8. Identification and Classification of Members of the Group.
Not
applicable.
Item
9. Notice of Dissolution of Group.
Not
applicable.
Item
10. Certifications.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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February
8, 2017
|
By:
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/s/Phillip
Frost
|
|
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Name:
|
Phillip Frost, M.D.
|
|
|
|
|
|
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Frost Gamma Investments Trust
|
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February
8, 2017
|
By:
|
/s/
Phillip Frost
|
|
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Name:
|
Phillip Frost, M.D.
|
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Title:
|
Trustee
|
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