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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): June 12, 2021



(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 1.02 Termination of a Material Definitive Agreement


PolarityTE MD, Inc., is a subsidiary of PolarityTE, Inc. (the “Company”). As previously reported in the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 15, 2020, PolarityTE MD, Inc. (the “Borrower”), entered into a promissory note with KeyBank, N.A., a national banking association (the “Lender”) evidencing an unsecured loan in the amount of $3,576,145 made to the Borrower under the Paycheck Protection Program (the “Loan”). The Paycheck Protection Program was established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration (the “SBA”).


On October 15, 2020, the Borrower applied to the Lender for forgiveness of the Loan in its entirety (as provided for in the CARES Act) based on the Borrower’s use of the Loan for payroll costs, rent, and utilities. On October 26, 2020, the Borrower was advised that the Lender approved the application, and that the Lender was submitting the application to the SBA for a final decision.


The Borrower has now received notice from the Lender that the SBA approved the Borrower’s application for forgiveness of the Loan and that the Loan was fully paid by the SBA on June 12, 2021, relieving the Borrower of any liability under the Loan.


Item 5.07 Submission of Matters to a Vote of Security Holders


The Company held its 2021 Annual Meeting of Stockholders on June 15, 2021. At the Annual Meeting, the stockholders voted on the following three proposals:


1. The election of two Class I directors nominated by the Board of Directors for a three-year term;
2. Approval, by a non-binding advisory vote, of the compensation of the Company’s named executive officers; and
3. The ratification of the appointment of EisnerAmper LLP as the Company’s independent public accountant for the fiscal year ending December 31, 2021; and


At the meeting, the stockholders elected the nominees and approved the remaining proposals by the following vote:


Proposal No. 1 Election of Class I Directors


   Votes For   Votes Withheld   Broker Non-Votes 
Minnie Baylor-Henry   10,516,823    3,569,590    28,909,445 
Jeff Dyer   8,839,731    5,246,682    28,909,445 


Proposal No. 2 Advisory Vote on the Compensation of the Company’s Named Executive Officers


Votes For   Votes Against   Abstain   Broker Non-Votes 
 7,350,075    6,197,606    538,732    28,909,445 


Proposal No. 3 Ratify the Appointment of EisnerAmper LLP as the Company’s Independent Public Accountant


Votes For   Votes Against   Abstain   Broker Non-Votes 
 41,728,301    342,300    925,257    -0- 





Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.   Description
104   Cover Page Interactive Data File, formatted in Inline XBRL







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: June 17, 2021 /s/ Jacob Patterson
  Jacob Patterson
  Interim Chief Financial Officer