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

On December 1, 2016, Majesco Entertainment Company (the Company)
entered into an Agreement and Plan of Reorganization (the
Agreement) with Majesco Acquisition Corp., a Nevada corporation
and wholly-owned subsidiary of the Company, PolarityTE, Inc., a
Nevada corporation (Polarity) and Dr. Denver Lough, the owner of
100% of the issued and outstanding shares of capital stock of
Polarity (the Seller). The closing is subject to various closing
conditions, including, approval of stockholders of the Company in
accordance with Delaware law and NASDAQ Listing Rule 5635 and a
minimum cash balance available to the Company.

Polarity is the owner of a novel regenerative medicine and tissue
engineering platform developed and patented by Denver Lough, MD,
PhD. This radical and proprietary technology employs a patients
own cells for the healing of full-thickness,
functionally-polarized tissues. If clinically successful, the
PolarityTE platform will be able to provide medical professionals
with a truly new paradigm in wound healing and reconstructive
surgery by utilizing a patients own tissue substrates for the
regeneration of skin, bone, muscle, cartilage, fat, blood vessels
and nerves. It is because PolarityTE uses a natural and
biologically sound platform technology, which is readily
adaptable to a wide spectrum of organ and tissue systems that
Polarity and its world-renowned clinical advisory board are
poised to drastically change the field and future of
translational regenerative medicine.

Polaritys launch product which is being prepared for clinical
trials is the first ever truly autologous skin regeneration
construct of its kind, which can regrow full-thickness and
functional polarized skin, including all layers (dermis
epidermis), hair, and skin appendages. The PolarityTE constructs
will offer patients a new option for wound healingwhere self
regenerates self. In parallel with the clinical development of
the functionally-polarized skin regenerative product, the
PolarityTE platform provides a new and radical pipeline for
expansion into numerous other tissues, including bone, muscle,
cartilage, fat, blood vessels, nerves, solid organs and
vascularized composite structures under a direct interface with
practicing medical leaders, in order to provide patients and the
market with truly practical answers to difficult wound and tissue
voids.

At closing, upon satisfaction of each of the closing conditions,
the Seller will be issued 7,050 shares of the Companys newly
authorized Series E Preferred Stock (the Preferred Shares)
convertible into an aggregate of 7,050,000 shares of the Companys
common stock (the Merger Consideration and such transaction, the
Merger), expected to constitute approximately 50% of the issued
and outstanding common stock of the Company on a fully diluted
basis at closing and depending in part, upon the Companys
expected cash balance at closing. Until converted, each Preferred
Share is entitled to two votes for every share of common stock
into which it is convertible on any matter submitted for a vote
of stockholders.

The parties to the Agreement made representations, warranties and
covenants that are customary for transactions of this nature.

The Merger is expected to be accounted for as an acquisition of
assets rather than a business to Financial Accounting Standards
Board Accounting Standards Codification 805-50-30 Business
Combinations. Accordingly, assets acquired through a transaction
that is not a business combination shall be measured based on the
cash consideration paid plus either the fair value of the
non-cash consideration given or the fair value of the assets
acquired, whichever is more clearly evident.

Following the Merger, the Company will continue to
be a smaller reporting company, as defined in Item 10(f)(1) of
Regulation S-K, as promulgated by the SEC.

The foregoing description is a summary only, does not purport to
set forth the complete terms of the Agreement and is qualified in
its entirety by reference to the Agreement filed as Exhibit 2.1
to this Current Report on Form 8-K and is hereby incorporated by
reference.

Series E Preferred Stock

On or prior to the effective time of the Merger, the Company will
file a Certificate of Designations, Preferences and Rights of the
0% Series E Convertible Preferred Stock (the Certificate of
Designation) with the Delaware Secretary of State to which the
Company will designate 7,050 shares of the Companys authorized
shares of preferred stock as Series E Preferred Stock. The Series
E Preferred Stock are convertible into shares of common stock
based on a conversion calculation equal to the stated value of
such preferred stock, plus all accrued and unpaid dividends, if
any, on such preferred stock, as of such date of determination,
divided by the conversion price.The stated value of each Series E
Preferred Stock is $1,000 and the initial conversion price is
$1.00 per share, each subject to adjustment for stock splits,
stock dividends, recapitalizations, combinations, subdivisions or
other similar events.The Series E Preferred Stock, with respect
to dividend rights and rights on liquidation, winding-up and
dissolution, in each case will rank senior to the Company’s
common stock and all other securities of the Company that do not
expressly provide that such securities rank on parity with or
senior to the Series E Preferred Stock. Until converted, each
share of Series E Preferred Stock is entitled to two votes for
every share of common stock into which it is convertible on any
matter submitted for a vote of stockholders.

The foregoing description is a summary only, does not purport to
set forth the complete terms of the Certificate of Designation
and is qualified in its entirety by reference to the Certificate
of Designation filed as Exhibit 3.1 to this Current Report on
Form 8-K and is hereby incorporated by reference.

2017 Equity Incentive Plan

On December 1, 2016, the Companys Board of Directors (the Board)
approved the Companys 2017 Equity Incentive Plan (the 2017 Plan).
The purpose of the 2017 Plan is to promote the success of the
Company and to increase stockholder value by providing an
additional means through the grant of awards to attract,
motivate, retain and reward selected employees, consultants and
other eligible persons. The 2017 Plan provides for the grant of
incentive stock options, nonqualified stock options, restricted
stock, restricted stock units, stock appreciation rights and
other types of stock-based awards to the Companys employees,
officers, directors and consultants.The Compensation Committee of
the Board will administer the 2017 Plan, including determining
which eligible participants will receive awards, the number of
shares of common stock subject to the awards and the terms and
conditions of such awards. Up to 3,450,000 shares of common stock
are issuable to awards under the 2017 Plan. Unless earlier
terminated by the Board, the 2017 Plan shall terminate at the
close of business on December 1, 2026.

Employment Agreements

On December 1, 2016, the Company entered into an employment
agreement with Dr. Denver Lough (the Lough Employment Agreement).
to the terms of the Lough Employment Agreement, Dr. Lough will
serve as Chairman of the Board and as Chief Executive Officer and
Chief Scientific Officer of the Company for a term of one year
which shall be automatically renewed for successive one year
periods thereafter unless earlier terminated. to the Lough
Employment Agreement, the Company shall pay Dr. Lough (i) a
one-time signing bonus of $100,000, (ii) an annual base salary of
$350,000, (iii) an annual discretionary bonus, as determined by
the Board, in an amount up to 100% of Dr. Loughs then current
base salary and (iv) 10 year options (the Lough Options) to
purchase up to 1,000,000 shares of the Companys common stock at
an exercise price of $3.15 per share (equal to 100% of the market
price as defined by NASDAQ (Fair Market Value)) which Options
shall vest in 24 equal installments commencing on the one month
anniversary of the Lough Employment Agreement. The Lough Options
were granted to the 2017 Plan and the exercise of the Lough
Options and the 2017 Plan are subject to stockholder approval. If
Dr. Lough terminates the Lough Employment Agreement for Good
Reason (defined hereafter) or a Change of Control (as defined in
the Lough Employment Agreement) or the Company terminates the
Lough Employment Agreement without Cause (defined hereafter),
then Dr. Lough shall be entitled to receive (i) the sum of his
then base salary from the date of termination, (ii) reasonable
expenses incurred by Dr. Lough in connection with the performance
of his duties, (iii) accrued but unused vacation time through the
date of termination, (iv) the sum of this then annual bonus and
(v) all Share Awards (as defined in the Lough Employment
Agreement) earned and vested prior to the date of termination. In
addition, Dr. Lough shall have the right to Participation
Payments (as defined in the Lough Employment Agreement) from
commercial transactions associated with the Patents (as defined
in the Lough Employment Agreement) and intellectual property
rights associated with such Patents. If the Company terminates
the Lough Employment Agreement for Cause, the Company will have
no further obligations or liability to Dr. Lough except for the
obligation to (i) pay Dr. Lough his then annual salary through
the date of termination, (ii) unpaid annual bonus to the terms of
the Lough Employment Agreement, (iii) reasonable expenses
incurred by Dr. Lough in connection with the performance of his
duties and (v) accrued but unused vacation time through the date
of termination. Good Reason means the occurrence of any of the
following events without the employees consent: (A) the
assignment to the employee of duties that are significantly
different from, and/or that result in a substantial diminution
of, the duties that he assumed on the effective date (including
reporting to anyone other than solely and directly to the Board);
(B) the assignment to the employee of a title that is different
from and subordinate to the title that he assumed on the
effective date, provided, however, for the absence of doubt
following a Change of Control, should the employee be required to
serve in a diminished capacity in a division or unit of another
entity (including the acquiring entity), such event shall
constitute Good Reason regardless of the title of the Employee in
such acquiring company, division or unit; or (C) material breach
by the Company of the employment agreement. Cause means (a) the
willful and continued failure of the employee to perform
substantially his duties and responsibilities for the Company
(other than any such failure resulting from the employees death
or Disability (as defined in the employment agreement) after a
written demand by the Board for substantial performance is
delivered to the employee by the Company, which specifically
identifies the manner in which the Board believes that the
employee has not substantially performed his duties and
responsibilities, which willful and continued failure is not
cured by the employee within 30 days following his receipt of
such written demand; (b) the conviction of, or plea of guilty or
nolo contendere to, a felony, or (c) fraud, dishonesty or gross
misconduct which is materially and demonstratively injurious to
the Company.

On December 1, 2016, the Company entered into an employment
agreement with Edward Swanson (the Swanson Employment Agreement).
to the terms of the Swanson Employment Agreement, Dr. Swanson
will serve as Chief Operating Officer of the Company for a term
of one year which shall be automatically renewed for successive
one year periods thereafter unless earlier terminated. to the
Swanson Agreement, the Company shall pay Dr. Swanson (i) a
one-time signing bonus of $100,000, (ii) an annual base salary of
$300,000, (iii) an annual discretionary bonus, as determined by
the Board, in an amount up to 100% of Dr. Swansons then current
base salary and (iv) 10 year options (the Swanson Options) to
purchase up to 846,000 shares of the Companys common stock to the
2017 Plan at Fair Market Value which Swanson Options shall vest
in 24 equal installments commencing on the one month anniversary
of the Swanson Employment Agreement and are subject to
stockholder approval. If Dr. Swanson terminates the Swanson
Employment Agreement for Good Reason or a Change of Control (as
defined in the Swanson Employment Agreement) or the Company
terminates the Swanson Employment Agreement without Cause, then
Dr. Swanson shall be entitled to receive (i) the sum of his then
base salary from the date of termination, (ii) reasonable
expenses incurred by Dr. Swanson in connection with the
performance of his duties, (iii) accrued but unused vacation time
through the date of termination, (iv) the sum of this then annual
bonus and (v) all Share Awards (as defined in the Swanson
Employment Agreement) earned and vested prior to the date of
termination. If the Company terminates the Swanson Employment
Agreement for Cause, the Company will have no further obligations
or liability to Dr. Swanson except for the obligation to (i) pay
Dr. Swanson his then annual salary through the date of
termination, (ii) unpaid annual bonus to the terms of the Swanson
Employment Agreement, (iii) reasonable expenses incurred by Dr.
Swanson in connection with the performance of his duties and (v)
accrued but unused vacation time through the date of termination.

The foregoing description is a summary only, does not purport to
set forth the complete terms of the Lough Employment Agreement,
Swanson Employment Agreement and the 2017 Plan, and is qualified
in its entirety by reference to the Lough Employment Agreement,
Swanson Employment Agreement and the 2017 Plan filed as Exhibit
10.1, 10.2 and 10.3, respectively to this Current Report on Form
8-K and is hereby incorporated by reference.

Stockholders Agreement

On December 1, 2016, the Company entered into a Stockholders
Agreement (the Stockholders Agreement) with Dr. Lough, Dr.
Swanson (together with Dr. Lough, the Restricted Stockholders),
Polarity and certain stockholders of the Company (the Majesco
Stockholders). to the terms of the Stockholders Agreement, the
Company and Majesco Stockholders shall have the right to purchase
from each Restricted Stockholder all of the Restricted
Stockholders Seller Stock (as defined in the Stockholders
Agreement) if such Restricted Stockholders employment with the
Company is terminated for Cause or by the Restricted Stockholder
without Good Reason at the fair market value as determined to the
terms of the Stockholders Agreement. In addition, the Company
shall have the right to purchase from each Restricted Stockholder
all of the Restricted Stockholders Seller Stock if (i) such
Restricted Stockholder breaches any material provisions of such
Restricted Stockholders Employment Agreement or (ii) such
Restricted Stockholder beaches any material provision of the
Agreement, at a per share price of $0.001 per share. No
Restricted Stockholder may sell any shares of Seller Stock to any
third party unless the Company and the Majesco Stockholders are
first offered the right to participate in any such offering on
terms and conditions not less favorable to the Company and the
Majesco Stockholders than those applicable to the third party.

The foregoing description is a summary only, does not purport to
set forth the complete terms of the Stockholders Agreement and is
qualified in its entirety by reference to the Stockholders
Agreement filed as Exhibit 10.4 to this Current Report on Form
8-K and is hereby incorporated by reference.

Voting Agreement

On December 1, 2016, the Company entered into a Voting Agreement
(the Voting Agreement) with Dr. Lough, Dr. Swanson, Polarity and
certain stockholders of the Company (collectively, the
Stockholders). to the terms of the Voting Agreement, the
Stockholders agree to vote the Shares (defined hereafter) at any
annual or special meeting of stockholders of the Company, or
execute a written consent in lieu of such meeting to vote: (i) in
favor of: (1) approval of the Merger and the issuance of the
Preferred Shares and the Companys common stock into which such
Preferred Shares are convertible in such amount that exceeds
19.99% of the Companys issued and outstanding common stock and
(2) approval of any proposal to adjourn of postpone the
stockholders meeting to a later date if there are not sufficient
votes for the approval of the Merger Consideration and
transactions contemplated by the Agreement; and (ii) against any
proposal which could be expected to result in a breach of any
obligation of the Company which could be expected to result in
any of the conditions of the Companys obligations under the
Agreement not being fulfilled. All Shares that the Stockholders
purchase or acquire the right to vote or otherwise acquire
beneficial ownership after December 1, 2016 shall be subject to
the terms of the Voting Agreement. Stockholders shall not deposit
any of the Shares in a voting trust, or grant any proxies with
respect to the Shares except as provided for in the Voting
Agreement. Shares shall mean the Companys common stock, Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred
Stock and any additional capital stock of the Company acquired by
the Stockholders after December 1, 2016.

The foregoing description is a summary only, does not purport to
set forth the complete terms of the Voting Agreement and is
qualified in its entirety by reference to the Voting Agreement
filed as Exhibit 10.5 to this Current Report on Form 8-K and is
hereby incorporated by reference.

Acquisition of Laboratory Equipment

Effective December 1, 2016, Majesco Acquisition II Corp. (Acq.
Corp.), a wholly-owned subsidiary of the Company, entered into a
Warranty Bill of Sale of Laboratory Equipment (Bill of Sale) with
Acq. Corp. and Q Therapeutics, Inc. to which Acq Corp purchased
certain laboratory equipment for $80,000.

The foregoing description is a summary only, does not purport to
set forth the complete terms of the Bill of Sale and is qualified
in its entirety by reference to the Bill of Sale filed as Exhibit
10.6 to this Current Report on Form 8-K and is hereby
incorporated by reference.

Lease of Office Space

On December 1, 2016, the Company entered into a Lease (the Lease)
with Paradigm Resources, L.C. (Paradigm), to which the Company
will lease 5,331 square feet of office and lab space in Salt Lake
City, Utah at a monthly lease rate of $12,439. The lease will
commence on January 1, 2017 and terminate on December 31, 2017.

The foregoing description is a summary only, does not purport to
set forth the complete terms of the Lease and is qualified in its
entirety by reference to the Lease filed as Exhibit 10.7 to this
Current Report on Form 8-K and is hereby incorporated by
reference.

Certain Risk Factors Relating to Polarity

An investment in our common stock involves a high degree of risk.
Before deciding whether to invest in our common stock, you should
consider carefully the risks discussed under the section
captioned Risk Factors contained in our most recent annual report
on Form 10-K, our quarterly reports on Form 10-Q and any current
reports on Form 8-K on file with the Securities and Exchange
Commission (the SEC), all of which are incorporated herein by
reference, and which may be amended, supplemented or superseded
from time to time by other reports we file with the SEC.

There are numerous and varied risks, known and unknown, that may
prevent us from achieving our goals. If any of these risks
actually occur, our business, financial condition or results of
operation may be materially adversely affected. In such case, the
trading price of our common stock could decline and investors
could lose all or part of their investment.

Rapid technological change could cause Polaritys platform,
PolarityTE, to become obsolete.

The technologies underlying Polaritys platform, PolarityTE, are
subject to rapid and profound technological change. Competition
intensifies as technical advances in each field are made and
become more widely known. Polarity can give no assurance that
others will not develop processes with significant advantages
over the processes that Polarity offers or is seeking to develop.
Any such occurrence could have a material and adverse effect on
Polaritys business, results of operations and financial
condition.

Polaritys revenues will depend upon adequate reimbursement from
public and private insurers and health systems.

Polaritys success will depend on the extent to which
reimbursement for the costs of its treatments will be available
from third party payers, such as public and private insurers and
health systems.Government and other third party payers attempt to
contain healthcare costs by limiting both coverage and the level
of reimbursement of new treatments. Therefore, significant
uncertainty usually exists as to the reimbursement status of new
healthcare treatments. If Polarity is not successful in obtaining
adequate reimbursement for its treatment from these third party
payers, the market’s acceptance of Polaritys treatment could be
adversely affected.Inadequate reimbursement levels also likely
would create downward price pressure on Polaritys treatment.Even
if Polarity does succeed in obtaining widespread reimbursement
for its treatment, future changes in reimbursement policies could
have a negative impact on Polaritys business, financial condition
and results of operations.

To be commercially successful, Polarity must convince physicians
that its treatments aresafe and effective alternatives to
existing treatments and that Polaritys treatments should be used.

Polarity believes physicians will only adopt its treatment if
they determine, based on experience, clinical data and published
peer reviewed journal articles, that the use of Polaritys
treatment is a favorable alternative to conventional methods,
including skin grating.Physicians may be slow to change their
medical treatment practices for the following reasons, among
others:

Lack of evidence supporting additional patient benefits and Polaritys treatments over conventional methods; Perceived liability risks generally associated with the use of new procedures; and Limited availability of reimbursement from third party payers.

In addition, Polarity believes that recommendations for and
support of its treatments by influential physicians are essential
for market acceptance and adoption.If Polarity does not receive
this support or is unable to demonstrate favorable long-term
clinical data, physicians and hospitals may not use Polaritys
treatment, which would significantly reduce Polaritys ability to
achieve revenue and would prevent Polarity from sustaining
profitability.

Polaritys ability to protect its intellectual property and
proprietary technologythrough patents and other means is
uncertain and may be inadequate, which couldhave a material and
adverse effect on Polarity.

Polaritys success depends significantly on its ability to protect
its proprietary rights to the technologies used in it treatment
and PolarityTE platform.Polarity relies on patent protection, as
well as a combination of copyright, trade secret and trademark
laws and nondisclosure, confidentiality and other contractual
restrictions to protect its proprietary technology.These legal
means afford only limited protection and may not adequately
protect Polaritys rights or permit Polarity to gain or keep any
competitive advantage.In addition, Polaritys pending patent
applications include claims to material aspects of Polaritys
procedures that are not currently protected by issued patents.The
patent application process can be time consuming and
expensive.Polarity cannot ensure that any of its pending patent
applications will result in issued patents.Competitors may be
able to design around Polaritys patents or develop procedures
that provide outcomes that are comparable or even superior to
Polaritys. Furthermore, the laws of foreign countries may not
protect Polaritys intellectual property rights to the same extent
as do the laws of the United States.

The failure to obtain and maintain patents and/or protect
Polaritys intellectual property rights could have a material and
adverse effect on Polaritys business, results of operations, and
financial condition.Whether a patent is valid is a complex matter
of science and law, and therefore Polarity cannot be certain
that, if challenged, its patents would be upheld.If one or more
of those patents are invalidated, that could reduce or eliminate
any competitive advantage Polarity might otherwise have had.

In the event a competitor infringes upon Polaritys pending patent
or other intellectual property rights, enforcing those rights may
be costly, uncertain, difficult and time consuming. Even if
successful, litigation to enforce or defend Polaritys
intellectual property rights could be expensive and time
consuming and could divert Polaritys management’s attention.
Further, bringing litigation to enforce Polaritys patents
subjects Polarity to the potential for counterclaims. In the
event that one or more of our patents are challenged, a court or
the United States Patent and Trademark Office (USPTO) may
invalidate the patent(s) or determine that the patent(s) is not
enforceable, which could harm Polaritys competitive position. If
the USPTO ultimately cancels or narrows the claim in any of
Polaritys patents through these proceedings, it could prevent or
hinder Polarity from being able to enforce them against
competitors. Such adverse decisions could negatively impact
Polaritys future, expected revenue.

Polarity may become subject to claims of infringement of
theintellectual property rights of others, which could prohibit
Polarity from developingits treatment, require Polarity to obtain
licenses from third parties or to developnon-infringing
alternatives, and subject Polarity to substantial monetary
damages.

Third parties could assert that Polaritys procedures infringe
their patents or other intellectual property rights.Whether a
product infringes a patent or other intellectual property
involves complex legal and factual issues, the determination of
which is often uncertain.Therefore, Polarity cannot be certain
that it has not infringed the intellectual property rights of
others.Because patent applications may take years to issue, there
also may be applications now pending of which Polarity is unaware
that may later result in issued patents that Polaritys procedure
or processes infringe.There also may be existing patents or
pending patent applications of which Polarity is unaware that its
procedures or processes may inadvertently infringe.

Any infringement claim could cause Polarity to incur significant
costs, place significant strain on Polaritys financial resources,
divert management’s attention from Polaritys business and harm
Polaritys reputation.If the relevant patents in such claim were
upheld as valid and enforceable and Polarity was found to
infringe, Polarity could be prohibited from utilizing any
procedure that is found to infringe unless Polarity obtains
licenses to use the technology covered by the patent or other
intellectual property or is able to design around the patent or
other intellectual property.Polarity may be unable to obtain such
a license on terms acceptable to it, if at all, and Polarity may
not be able to redesign its processes to avoid infringement.A
court could also order Polarity to pay compensatory damages for
such infringement, plus prejudgment interest and could, in
addition, treble the compensatory damages and award attorney
fees. These damages could be substantial and could harm Polaritys
reputation, business, financial condition and operating results.

Polaritys business is subject to continuing regulatory compliance
by the U.S. Food and Drug Administration (the FDA) and other
authorities, which is costly and Polaritys failure to comply
could result in negative effects on its business.

The FDA has specific regulations governing tissue-based products,
or HCT/Ps.The FDA has broad post-market and regulatory and
enforcement powers.The FDA’s regulation of HCT/Ps includes
requirements for registration and listing of products, donor
screening and testing, processing and distribution (Current Good
Tissue Practices), labeling, record keeping and adverse-reaction
reporting, and inspection and enforcement.

Even if pre-market clearance or approval is obtained, the
approval or clearance may place substantial restrictions on the
indications for which the product may be marketed or to whom it
may be marketed, may require warnings to accompany the product or
impose additional restrictions on the sale and/or use of the
product.In addition, regulatory approval is subject to continuing
compliance with regulatory standards, including the FDA’s
quality system regulations.

If Polarity fails to comply with the FDA regulations regarding
its tissue regeneration processes, the FDA could take enforcement
action, including, without limitation, any of the following
sanctions:

It is likely that the FDA’s regulation of HCT/Ps will continue
to evolve in the future.Complying with any such new regulatory
requirements may entail significant time delays and expense,
which could have a material adverse effect on Polaritys business.

Polarity faces significant uncertainty in the industry due to
government healthcarereform.

There have been and continue to be proposals by the Federal
Government, State Governments, regulators and third party payers
to control healthcare costs, and generally, to reform the
healthcare system in the United States.There are many programs
and requirements for which the details have not yet been fully
established or the consequences are not fully understood.These
proposals may affect aspects of Polaritys business.Polarity also
cannot predict what further reform proposals, if any, will be
adopted, when they will be adopted, or what impact they may have
on Polarity.

Oversight in the industry might affect the manner in which
Polarity may compete in the marketplace.

There are laws and regulations that govern the means by which
companies in the healthcare industry may market their treatments
to healthcare professionals and may compete by discounting the
prices of their treatments, including for example, the federal
Anti-Kickback Statute, the federal False Claims Act, the federal
Health Insurance Portability and Accountability Act of 1996,
state law equivalents to these federal laws that are meant to
protect against fraud and abuse and analogous laws in foreign
countries. Violations of these laws are punishable by criminal
and civil sanctions, including, but not limited to, in some
instances civil and criminal penalties, damages, fines, exclusion
from participation in federal and state healthcare programs,
including Medicare and Medicaid. In addition, federal and state
laws are also sometimes open to interpretation, and from time to
time Polarity may find itself at a competitive disadvantage if
Polaritys interpretation differs from that of our competitors.

Polarity may have significant liability exposure and its
insurance may not cover all potential claims.

Polarity is exposed to liability and other claims in the event
that its treatment is alleged to have caused harm. Polarity may
not be able to obtain insurance for the potential liability on
acceptable terms with adequate coverage or at reasonable costs.
Any potential product liability claims could exceed the amount of
Polaritysinsurance coverage or may be excluded from coverage
under the terms of the policy. Polaritys insurance may not be
renewed at a cost and level of coverage comparable to that then
in effect.

If the NASDAQ Stock Market determines that the Merger with
Polarity and the issuance of the Merger Consideration results in
a change of control of the Company, the Company may be required
to submit a new application under NASDAQs original listing
standards and if such application is not approved, the Companys
common stock may be delisted from The NASDAQ Capital Market.

In connection with the Merger, the Company will issue 7,050
shares of Series E Preferred Stock, which are convertible into an
aggregate of 7,050,000 shares of the Companys common stock.NASDAQ
Rule 5110(a) provides that a Company must apply for initial
listing in connection with a transaction whereby a company
combines with a non-NASDAQ entity, resulting in a change of
control of such company and potentially allowing the non-NASDAQ
entity to effectively obtain NASDAQ listing.In determining
whether a change of control has occurred, NASDAQ considers all
relevant factors including, changes in management, board of
directors, voting power, ownership and financial structure of the
Company.If The NASDAQ Stock Market determines that a change of
control does in fact result from the consummation of the Merger
and the issuance of the Merger Consideration and an original
listing application has not been approved prior to the
consummation of Merger, the Company will be in violation of
NASDAQ Rule 5110(a) and the Companys common stock could be
delisted from The NASDAQ Capital Market.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The disclosure set forth above in Item 1.01 of this Current
Report is incorporated by reference herein.

Effective December 1, 2016, Mr. Honig resigned from his position
as Chief Executive Officer and Co-Chairman of the Board. Mr.
Honig remains a director of the Board.

Effective December 1, 2016, Michael Brauser resigned from his
position as Co-Chairman of the Board. Mr. Brauser remains a
director of the Board.

Effective December 1, 2016, David Rector, a Class I director,
Edward Karr, a Class I director and Andrew Kaplan, a Class II
director resigned as members of the Board.

Each director resignation was not the result from any
disagreement with the Company, the Companys management or the
Board.

On December 1 2016, the Board appointed Dr. Lough, Dr. Swanson
and John Stetson as directors of the Company to fill vacancies
created upon the resignations of David Rector, Edward Karr, and
Andrew Kaplan. Dr. Loughs appointment is to serve as a Class I
director with a term expiring in 2018, Dr. Swansons appointment
is to serve as a Class I director with a term expiring in 2018
and Mr. Stetsons appointment as a Class II director with a term
expiring in 2019. Effective December 1, 2016, the Board also
appointed Dr. Lough Chief Executive Officer, Chief Scientific
Officer and Chairman of the Board and Dr. Swanson as Chief
Operating Officer of the Company. The appointment of Dr. Lough
and Dr. Swanson is to their employment agreements also entered
into December 1, 2016. Mr. Stetson currently serves as the
Companys Chief Financial Officer.

There are no family relationships between Dr. Lough, Dr. Swanson
or Mr. Stetson and any of our other officers and directors.

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

Denver Lough, 35

From August 2009, Dr. Lough has served as Department of Surgery
Faculty and Translational Research Director at Laboratory for
Regenerative Medicine and Applied Sciences, Institute for Plastic
Surgery Southern Illinois University School of Medicine, and from
June 2013, he has served as Director of Biomedical Applications
for Laboratory for Craniofacial Regenerative Medicine Johns
Hopkins Hospital Department of Plastic and Reconstructive
Surgery. In addition, Dr. Lough was a lead research associate in
the Vascularized Composite Allotransplantation Laboratory at the
Johns Hopkins Hospital Department of Plastic and Reconstructive
Surgery and has been a research consultant to the Johns Hopkins
Hendrix Burn Research Center. Dr. Lough was assembled as a member
among other burn experts as a Taiwanese presidential disaster
response team following the largest civilian burn disaster in
2015.

Since 2012 Dr. Lough has been a Plastic Reconstructive Surgery
House Staff Officer at Johns Hopkins University School of
Medicine, Department of Plastic Reconstructive Surgery. Dr. Lough
also founded PolarityTE, LLC, PolarityTE, Inc. and Lough
Associates LLC which are engaged in the business of developing
intellectual property related to regenerative medicine and
related fields. Dr. Lough has received numerous accolades and
awards by national societies related to basic and translational
science applications in tissue engineering, regenerative
medicine, and immunology as well as within solid organ and
reconstructive transplantation. We believe that Dr. Lough is
qualified to serve as a member of our Board because of his
experience in clinical medicine and surgery as well as the
development and innovation of technologies related to
regenerative medicine and related patents and intellectual
property which the Company has reviewed for potential
development. Dr. Lough holds an M.D. and PhD in Biochemistry,
Molecular and Cell Biology from Georgetown University which he
earned in 2012.

Edward Swanson, 31

Following completion of his undergraduate degree in Applied
Sciences in Biomedical Sciences at the School of Engineering and
Applied Sciences at the University of Pennsylvania, Dr. Swanson
received his medical degree from Harvard Medical School, where he
attended as a student from August 2008 to May 2012, graduating
with honors for his thesis researching surgical outcomes within
craniofacial and plastic surgery. From July 2012 until December
2016, Dr. Edward Swanson was a Surgical Resident in Plastic
Reconstructive Surgery in the Department of Plastic and
Reconstructive Surgery at The Johns Hopkins University School of
Medicine. During his time at Johns Hopkins, he served in a
leadership role within the residency, sitting on the Program
Evaluation Committee from July 2015 to December 2016 and The
Johns Hopkins Hospital Housestaff Patient Safety and Quality
Council from July 2014 to June 2015. Dr. Swanson has extensive
experience in basic and translational biomedical research,
including as a research associate in Wound Healing in the
Division of Plastic Surgery at the Brigham and Womens Hospital
and Harvard Medical School from May 2004 to August 2004, thesis
student in Traumatic Brain Injury at the University of
Pennsylvania from August 2006 to May 2007, research fellow in
Pancreatic Cancer Cellular Biology at the Brigham and Womens
Hospital and Harvard Medical School from July 2007 to July 2008,
research fellow in Nanomedicine at Harvard Medical School and MIT
from May 2008 to August 2008, and research fellow in Vascularized
Composite Allotransplantation at the Massachusetts General
Hospital and Harvard Medical School during his final year of
medical school. In addition, Dr. Swanson directed the large
animal translational research as a lead research associate in the
Vascularized Composite Allotransplantation Laboratory in the
Department of Plastic and Reconstructive Surgery at The Johns
Hopkins University School of Medicine form July 2014 to June
2015, overseeing experimental projects funded by multimillion
dollar grants. Furthermore, Dr. Swanson has demonstrated national
and international leadership throughout the field of plastic and
reconstructive surgery at a young age, with greater than 40
peer-reviewed publications, five book chapters, and 30
national/international conference presentations. We believe that
Dr. Swanson is qualified to serve as a member of our Board
because of his experience in technology related to regenerative
medicine and related patents and technology and their clinical
applications, which the Company has reviewed for potential
development.

John Stetson, 31

Since 2010, John Stetson has been the Managing Member of HS
Contrarian Investments LLC, a private investment firm with a
focus on early stage companies. In addition, Mr. Stetson served
as Executive Vice President, Chief Financial Officer, and
Director of Marathon Patent Group, Inc. (MARA), a NASDAQ listed
patenting company from June 2012 to February 2015. Mr. Stetson
was President and Co-Founder of Fidelity Property Group, Inc.
from April 2010 to July 2014, a private real estate company. From
September 2015 to the present Mr. Stetson has served as Chief
Financial Officer of the Company. Mr. Stetson received his BA in
Economics from the University of Pennsylvania. We believe that
Mr. Stetson is qualified to serve as a member of our Board
because of his skills in finance and public company management
and administration.

Item 7.01 Regualation FD Disclosure

The Company has made available a presentation about Polaritys
business, a copy of which is filed as Exhibit 99.1 to this
Current Report on Form 8-K and is hereby incorporated by
reference.

The information contained in the presentation is summary
information that should be considered in the context of the
Companys filings with the SEC and other public announcements the
Company may make by press release or otherwise from time to time.
The presentation speaks as of the date of this Report. While the
Company may elect to update the presentation in the future to
reflect events and circumstances occurring or existing after the
date of this Report, the Company specifically disclaims any
obligation to do so.

The presentation contains forward-looking statements, and as a
result, investors should not place undue reliance on these
forward-looking statements.

The information set forth in this Report, including without
limitation the presentation, is not deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange
Act, except as may be expressly set forth by specific reference
in such a filing.

Item 9.01 Financial Statements and Exhibits.

(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
2.1	Form of Agreement and Plan of Reorganization by and between the Company, Majesco Acquisition Corp., PolarityTE, Inc. and Denver Lough dated December 1, 2016*
3.1	Form of Certificate of Designation of Series E Convertible Preferred Stock
10.1	Form of Employment Agreement by and between the Company and Denver Lough dated December 1, 2016
10.2	Form of Employment Agreement by and between the Company and Edward Swanson dated December 1, 2016
10.3	Form of 2017 Equity Incentive Plan
10.4	Form of Stockholders Agreement by and among the Company, Denver Lough, Edward Swanson, PolarityTE, Inc. and certain stockholders of the Company dated December 1, 2016
10.5	Form of Voting Agreement by and among the Company, Denver Lough, Edward Swanson, PolarityTE, Inc. and certain stockholders of the Company dated December 1 2016
10.6	Forn of Warranty Bill of Sale of Laboratory Equipment by and between Acq Corp and Q Therapeutics, Inc. dated November 25, 2016
10.7	Form of Lease by and between the Company and Paradigm Resources, L.C. Lough dated December 1, 2016
99.1	PolarityTE, Inc. presentation dated December 2016
99.2	Press release dated December 8, 2016

* Certain exhibits and schedules to the Agreement and Plan of
Reorganization have been omitted in accordance with Item601(b)(2)
of RegulationS-K.The Company agrees to furnish supplementally a
copy of all omitted exhibits and schedules to the SEC upon its
request.