Item
5.07. Submission of Matters to a Vote of Security Holders.
The
2017 Special Meeting of the Stockholders (the “Special Meeting”) of PolarityTE, Inc. (the “Company”) was
held on March 10, 2017. A total of 3,369,498 shares of common stock, including shares of common stock underlying shares of outstanding
preferred stock entitled to vote, constituting a quorum, were present and accounted for at the Special Meeting. At the Special
Meeting, the Company’s stockholders voted upon the following proposals:
(1)
To approve, in accordance with NASDAQ Listing Rule 5635, the securities issued to Dr. Denver Lough,
the
owner of 100% of the issued and outstanding shares of capital stock of PolarityTE, Inc., a Nevada corporation
(the “Seller”),
under the Agreement
and Plan of Reorganization dated December 1, 2016, as amended on December
16, 2016,
whereby the Company will acquire
certain intellectual property rights owned
by the Seller
(the “Intellectual Property”) and the transactions contemplated thereunder, including the issuance
of 7,050 shares of the Company’s newly designated Series E Preferred Stock convertible into an aggregate of 7,050,000 shares
of the Company’s common stock (the “Merger Consideration”) as consideration for the Intellectual Property;
The
proposal was approved and the votes were cast as follows:
|
For
|
|
Against
|
|
|
Abstain
|
|
|
3,364,908
|
|
|
4,256
|
|
|
|
334
|
|
(2)
To approve a change in control in accordance with NASDAQ Listing Rule 5635 that will result from the issuance of the Merger Consideration
to the Seller as consideration for the Intellectual Property acquisition;
The
proposal was approved and the votes were cast as follows:
|
For
|
|
Against
|
|
|
Abstain
|
|
|
3,364,649
|
|
|
4,453
|
|
|
|
396
|
|
(3)
To approve the Company’s 2017 Equity Incentive Plan and the reservation of 3,450,000 shares of common stock for issuance
thereunder; and
The
proposal was approved and the votes were cast as follows:
|
For
|
|
Against
|
|
|
Abstain
|
|
|
3,254,479
|
|
|
114,675
|
|
|
|
344
|
|
(4)
To approve an amendment to the Company’s Restated Certificate of Incorporation, as amended, to increase the authorized number
of shares of the Company’s blank check preferred stock from 10,000,000 shares to 25,000,000 shares.
The
proposal was approved and the votes were cast as follows:
|
For
|
|
Against
|
|
|
Abstain
|
|
|
3,249,750
|
|
|
119,347
|
|
|
|
401
|
|
As
of the record date for the Special Meeting,
4,251,067
shares of common stock and
732,613
shares of common stock underlying outstanding shares of Series A Preferred
Stock, Series B Preferred Stock and Series C Preferred Stock were issued and outstanding and entitled to vote.