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): October 10, 2017



(Exact name of registrant as specified in its charter)


Delaware   000-51128   06-1529524

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


615 Arapeen Drive

Salt Lake City, UT 84108

(Address of principal executive offices and zip code)


Registrant’s telephone number, including area code: (732) 225-8910


Please send copies of all communications to:


Harvey J. Kesner, Esq.

Sichenzia Ross Ference Kesner LLP

1185 Avenue of the Americas, 37 th Floor

New York, New York 10036

Telephone: (212) 930-9700



(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))


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 5.07. Submission of Matters to a Vote of Security Holders.


On October 10, 2017 (the “Record Date”), the holders of a majority of PolarityTE, Inc.’s (the “Company”) outstanding voting capital as of the Record Date approved, by written consent pursuant to Section 228 of the Delaware General Corporation Law and the Company’s bylaws, the following action (the “Action”):


“To approve the issuance of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) issuable upon the conversion or dilution of the Company’s Series F Convertible Preferred Stock and exercise or dilution of those certain warrants to purchase shares of the Company’s Common Stock, each of which were issued by the Company in a private placement on September 20, 2017, as required by and in order to satisfy the requirements of The Nasdaq Capital Market, including without limitation, Nasdaq Marketplace Rule 5635(d).”


Specifically, holders of 64.06% of the Company’s voting capital approved the Action.






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: October 12, 2017 /s/ John Stetson
  John Stetson
  Chief Financial Officer