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Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): March 20, 2023



(Exact name of registrant as specified in its charter)


Delaware   001-32404   06-1529524

(State or other jurisdiction

of incorporation)



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 8.01 Other Events


PolarityTE, Inc. (the “Company”), announced in December 2022 that it signed a non-binding letter of intent (the “LOI”) 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.


Even though the LOI terminated, new proposals for a potential transaction between the Company and Mr. Brauser are being evaluated, and the Company is also pursuing a process of evaluating its financial resources, product opportunities, and business plan with a view to advancing the interests of the Company’s stockholders.







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.


Dated: March 20, 2023 /s/ Jacob Patterson
  Jacob Patterson
  Chief Financial Officer



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