POLARITYTE, INC. (NASDAQ:COOL) Files An 8-K Completion of Acquisition or Disposition of Assets

Item 2.01

On April 5, 2017, PolarityTE, Inc., a Delaware corporation (the
Company), Majesco Acquisition Corp., a Nevada corporation and
wholly owned subsidiary of the Company (Acquisition Sub),
Polarityte, Inc., a Nevada corporation (Polarityte NV) and Dr.
Denver Lough, the holder of all of the outstanding capital of
Polarityte NV and the Companys Chief Executive Officer, closed
the transactions contemplated under that certain Agreement and
Plan of Reorganization dated as of December 1, 2016, as amended
on December 16, 2016 (the Merger Agreement and the transactions
contemplated thereby, the Merger).

As a result of the Merger, Polarityte NV became a wholly owned
subsidiary of the Company. Polarity NV is the owner of a novel
regenerative medicine and tissue engineering platform developed
and patented by Dr. Lough. This proprietary technology employs a
patients own cells for the healing of full-thickness,
functionally-polarized tissues. If clinically successful, of
which there can be no assurance, the platform will be able to
provide medical professionals with a 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.

Polarityte NVs launch product, which is being prepared for
clinical trials, is the first 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 NV
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, Polarityte NVs 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.

The foregoing description is a summary only, does not purport to
set forth the complete terms of the Merger Agreement and other
ancillary documents, and is qualified in its entirety by
reference to the Merger Agreement and other ancillary documents
filed as exhibits to the Current Reports on Form 8-K filed with
the Securities and Exchange Commission on December 7, 2016 and
December 16, 2016, each of which is hereby incorporated by
reference.

In connection with the closing of the Merger, on April 5, 2017,
the Company issued Dr. Lough 7,050 shares of Series E Convertible
Preferred Stock (the Series E Shares) which are convertible into
an aggregate of 7,050,000 shares of the Companys common stock or
40.95% of the Companys currently issued and outstanding common
stock on a fully diluted basis. The parties to the Merger
Agreement negotiated the transaction and the consideration on an
arms length basis.

The Series E Shares are convertible into shares of common stock
based on a conversion calculation equal to the stated value of
such Series E Shares, plus all accrued and unpaid dividends, if
any as of such date of determination, divided by the conversion
price. The stated value of each Series E Share 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
Shares, with respect to dividend rights and rights on
liquidation, winding-up and dissolution, in each case will rank
senior to the Companys 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 Shares. Until
converted, each Series E 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 foregoing description of the Series E Shares is a summary
only, does not purport to set forth the complete terms of the
Series E Shares and is qualified in its entirety by reference to
the Certificate of Designation filed as Exhibit 3.3 to this
Current Report on Form 8-K and is hereby incorporated by
reference.

On April 5, 2017, the Company issued the Series E Shares to Dr.
Denver Lough. The details of this transaction are described in
Items 2.01, which is incorporated by reference in its entirety
into this Item 3.02.

On April 5, 2017, the Company filed a certificate of amendment to
its Restated Certificate of Incorporation in order to increase
its authorized number of shares of blank check preferred stock to
25,000,000 shares from 10,000,000 shares.

On April 5, 2017, the Company filed the Certificate of
Designations, Preferences and Rights of the 0% Series E
Convertible Preferred Stock with the Secretary of State of the
State of Delaware designating 7,050 shares of preferred stock as
Series E Convertible Preferred Stock.

(d) Exhibits.

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

About POLARITYTE, INC. (NASDAQ:COOL)

PolarityTE, Inc., formerly Majesco Entertainment Company, is a technology company. The Company has developed, marketed, published and distributed software through online platforms. The Company develops applications for gaming on computers, handheld devices and game consoles. The Company is the owner of patent applications and know-how related to regenerative medicine and tissue engineering, as well as software applications used in diagnosis and treatment related to regenerative medicine. It seeks to develop and obtain regulatory approval for technology that will utilize a patient’s own tissue substrates for the regeneration of skin, bone, muscle, cartilage, fat, blood vessels and nerves. Its PolarityTE platform simplifies regeneration and allows cells to function naturally. The platform can be applied across all cells, tissues and composite structures. Its platform induces cell and tissue polarity, and creates functional tissue that mirrors natural development in the human body.

POLARITYTE, INC. (NASDAQ:COOL) Recent Trading Information

POLARITYTE, INC. (NASDAQ:COOL) closed its last trading session up +1.32 at 14.44 with 327,377 shares trading hands.