MAJESCO ENTERTAINMENT COMPANY (NASDAQ:COOL) Files An 8-K Entry into a Material Definitive Agreement

Entry into a Material Definitive Agreement.

Financing

On December 16, 2016, Majesco Entertainment Company, a Delaware
corporation (the Company) sold an aggregate of 759,333 shares of
its common stock (the Shares) to certain accredited investors
(the Investors) to separate subscription agreements (the
Subscription Agreements) at a price of $3.00 per share for gross
proceeds to the Company of $2,278,001.

The Shares were offered and sold solely to accredited investors
in reliance on the exemption from registration afforded by Rule
506 of Regulation D and Section 4(a)(2) of the Securities Act of
1933, as amended (the Securities Act).On the closing date, the
Company entered into separate registration rights agreements (the
Registration Rights Agreements) with each of the Investors, to
which the Company agreed to undertake to file a registration
statement to register the resale of the Shares within forty-five
(45) days following the closing date, to cause such registration
statement to be declared effective by the Securities and Exchange
Commission within one hundred and twenty (120) days of the
closing date and to maintain the effectiveness of the
registration statement until all of such shares of common stock
have been sold or are otherwise able to be sold to Rule 144 under
the Securities Act, without any restrictions.In the event the
Company fails to file, or obtain effectiveness of, such
registration statement with the specified period of time, the
Company will be obligated to pay liquidated damages equal to the
product of 1% multiplied by the aggregate subscription amount
paid by such Investor for every thirty (30) days during which
such filing is not made and/or effectiveness obtained, such fee
being subject to certain exceptions, up to a maximum of 12%.

The foregoing descriptions of the Subscription Agreements and the
Registration Rights Agreements are not complete and are qualified
in their entireties by reference to the full text of the form of
Subscription Agreement and the form of Registration Rights
Agreement, copies of which are filed as Exhibit 10.1 and Exhibit
10.2, respectively, to this Report and are incorporated by
reference herein.

Amendment to Agreement and Plan of Reorganization

On December 16, 2016, the Company, Majesco Acquisition Corp., a
Nevada corporation and wholly owned subsidiary of the Company
(Acquisition Sub), Polarityte, Inc., a Nevada corporation
(Polarityte) and Dr. Denver Lough, the holder of all of the
outstanding capital of Polarityte, entered into an amendment (the
Amendment) to that certain Agreement and Plan of Reorganization
dated as of December 1, 2016 (the Merger Agreement and the
transactions contemplated thereby, the Merger).

The parties agreed to execute the Amendment in order to, among
other things, (i) remove as a closing condition to the Merger,
the resignation of certain existing directors of the Company and
the appointment of certain new directors to the Board of
Directors of the Company and (ii) to include a covenant of the
Company to hold its 2017 Annual Meeting of Stockholders (the
Annual Meeting) within One Hundred and Twenty (120) days of the
filing of its Annual Report on Form 10-K for the year ended
October 31, 2016 with the Securities and Exchange Commission. The
Amendment also allows Dr. Denver Lough and Dr. Edward Swanson,
the Companys Chief Executive Officer and Chief Operating Officer,
respectively, to recommend to the Companys Nominating and
Governance Committee, candidates for election as directors at the
Annual Meeting, but does not obligate the Nominating and
Corporate Governance Committee to nominate such candidates.

On December 16, 2016, the Company issued the Shares in
consideration for aggregate gross proceeds of $2,278,001. The
details of this transaction are described in Item 1.01, which is
incorporated by reference in its entirety into this Item 3.02.

On December 15, 2016, the Board of Directors appointed Dr.
Michael Neumeister as Chief Medical Officer (an executive
officer) of the Company. There are no family relationships
between Dr. Neumeister and any of our other officers and
directors. Dr. Neumeister holds options to purchase 141,000
shares of the Companys common stock at an exercise price of $3.12
per share. The options vest in twenty four (24) equal monthly
installments, beginning on the one month anniversary of the grant
date. The options were issued to the Companys 2017 Equity
Incentive Plan and the 2017 Equity Incentive Plan and the
exercisability of Dr. Neumeisters options are subject to the
approval of the Companys stockholders.

Set forth below is the biographical information of the newly
appointed officers and directors, as required by Item 401 of
Regulation S-K.

Dr. Michael Neumeister, 55, has been associated with the Southern
Illinois University School of Medicine in various positions since
1997, to wit: Chairman of Department of Surgery (2012-present);
Chairman of the Institute of Plastic Surgery (2006-present);
Professor at the Institute of Plastic Surgery (2005-present);
Elvin G. Zook Endowed Chair of the Institute of Plastic Surgery
(2008-present); Director-Hand/Micro Surgery Fellowship Program at
Institute of Plastic Surgery (2007-present); Chief, Microsurgery
and Research at Institute of Plastic Surgery (1999-present);
Director-Plastic Surgery Residency Program at Institute of
Plastic Surgery (1998-2008); Associate Professor at Institute of
Plastic Surgery (2000-2005); and Assistant Professor at Institute
of Plastic Surgery (1997-2000). Dr. Neumeister began his
residency at Dalhousie University in Halifax, Nova Scotia in
general surgery and went on to complete his plastic surgery
residency at the University of Manitoba.He continued his training
as a microsurgery fellow at Harvard University’s Brigham
Women’s Hospital in Boston and completed a one year hand and
microsurgery fellowship at Southern Illinois University School of
Medicine.Dr. Neumeister is board certified in plastic surgery by
the Royal College of Surgeons of Canada and the American Board of
Plastic Surgery.He has also received his Certificate in (SOTH)
Surgery of The Hand. Dr. Neumeister has received awards for
presentations given regionally, nationally and internationally,
has over 150 book chapters and articles, and has multiple
research interests in tissue engineering and regenerative
medicine.Dr. Neumeister is the Editor in Chief of the official
AAHS journalHAND.He is the past President of the American Society
of Reconstructive Microsurgery, American Association for Hand
Surgery, The Plastic Surgery Foundation (The Research Body of The
American Society of Plastic Surgeons), Plastic Surgery Research
Council, and the Midwest Association of Plastic Surgeons. Dr.
Neumeister received his Doctor of Medicine from the University of
Toronto in 1988 and his Bachelor of Science
(Physiology/Pharmacology) from the University of Western Ontario
in 1984.

(d)Exhibits.

The exhibits listed in the following Exhibit Index are filed as
part of this Current Report on Form 8-K.

Exhibit No.		Description
10.1		Form of Subscription Agreement
10.2		Form of Registration Rights Agreement
10.3		Form of First Amendment to Agreement and Plan of Reorganization