POLARITYTE, INC. (NASDAQ:COOL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
On June 29, 2018, the Board of Directors PolarityTE, Inc. (the “Company”) appointed Peter A. Cohen a Class III director of the Company. The Board determined that Mr. Cohen is an “independent,” non-employee director as defined by NASDAQ Rule 5605(a)(2). The Board has not made any determination on Mr. Cohen’s appointment to any of the standing Board committees.
Mr. Cohen, age 71, has served as Vice Chairman of the Board of Scientific Games Corporation since September 2004. Mr. Cohen was Chairman of Cowen Inc. (formerly known as Cowen Group, Inc.), a diversified financial services company, from 2009 through June 2018, and served as Chief Executive Officer from 2009 through December 2017. Mr. Cohen was a founding partner and principal of Ramius LLC, a private investment management firm formed in 1994 that was combined with Cowen in late 2009. Mr. Cohen served as a member of the board of directors of Chart Acquisition Corp. (which, because of a business combination, is now known as Tempus Applied Solutions Holdings, Inc.) from 2013 to 2015. From November 1992 to May 1994, Mr. Cohen was Vice Chairman of the Board and a director of Republic New York Corporation, as well as a member of its executive management committee. Mr. Cohen was Chairman and Chief Executive Officer of Shearson Lehman Brothers from 1983 to 1990. Mr. Cohen is currently a Trustee of Mount Sinai Medical Center and has served on its board for approximately thirty years.
In consideration of Mr. Cohen’s agreement to join the Board the Company issued to Mr. Cohen 30,000 restricted share units under the Company’s 2017 Equity Incentive Plan, which vest in four equal installments every six months commencing December 29, 2018, subject to continued service on the Board. The fair value of a common share on the date of grant was $24.23. Mr. Cohen will also be entitled to participate in the annual compensation package the Company provides to its non-employee directors.
On June 29, 2018, the Company issued to Willie Bogan, a director of the Company, 30,000 restricted share units under the Company’s 2017 Equity Incentive Plan, which vest in four equal installments every six months commencing December 29, 2018, subject to continued service on the Board. The fair value of a common share on the date of grant was $24.23.
On June 29, 2018, John Stetson resigned from the position of director of the Company. As a result, the Board is comprised of Jeff Dyer and Jon Mogford serving as the Class I directors, Steve Gorlin and Willie Bogan serving as Class II directors, and Denver Lough, Edward Swanson and Peter Cohen serving as Class III directors. Denver Lough and Edward Swanson are the only employees of the Company serving as a director.
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.