Additional Proxy Soliciting Materials (definitive) (defa14a)
March 03 2017 - 3:26PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed
by the Registrant
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[X]
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Filed
by a Party other than the Registrant
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[ ]
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Check
the appropriate box:
[ ]
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Preliminary
Proxy Statement
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Confidential,
For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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[X]
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Definitive
Additional Materials
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Soliciting
Material Pursuant to § 240.14a-12
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POLARITYTE,
INC.
(Name
of Registrant as Specified in its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[X]
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No
fee required
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Fee
computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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[ ]
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Fee
paid previously with preliminary materials:
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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RE:
Special Meeting of Stockholders of PolarityTe, Inc., March 10, 2017 at 1:00PM
Dear
Shareholder:
As
you are aware, you are a holder of certain shares of convertible preferred stock (the “Preferred Shares”) that are
entitled to vote at the special meeting of the stockholders of PolarityTE, Inc. (the “Company”), as of January 17,
2017, the record date for the meeting. As a result, you are entitled to vote your Preferred Shares at the meeting on an “as
converted” basis, subject to conversion limitations.
Specifically,
such Preferred Shares owned by you as of the record date that are entitled to vote at the special meeting consist of shares of
common stock underlying your Series A Convertible Preferred Stock, shares of common stock underlying your Series B Convertible
Preferred Stock and shares of common stock underlying your Series C Convertible Preferred Stock. Collectively, such Convertible
Preferred Stock may vote the equivalent of common shares.
The
attachment to this letter contains four proposals to be voted upon at that meeting which have been communicated to all holders
of our common stock as of the record date via conventional proxy communications.
The PolarityTE, Inc. Board of Directors recommends
a “FOR” vote for each of those proposals.
This
letter serves as the vehicle for you to cast a vote for the shares described above.
Please
indicate your vote in the space provided below and returning it to me before 5:00PM on March 9, 2017 at
stetson@polarityte.com
.
Sincerely,
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John
Stetson, CFO
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_________
votes in the following manner:
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For
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Against
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Abstain
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Proposal
#1
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Proposal #2
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Proposal #3
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Proposal #4
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POLARITYTE,
INC.
Proposals
to be Voted Upon
at
the
Special
Meeting of Stockholders
On
March
10, 2017
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1.
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To
approve, in accordance with NASDAQ Listing Rule 5635, the securities issued to the Seller under the Agreement whereby the
Company will acquire the Intellectual Property from the Seller and the transactions contemplated thereunder (the “Intellectual
Property Acquisition”), including the issuance of 7,050 shares of the Company’s newly designated Series E Preferred
Stock convertible into an aggregate of 7,050,000 shares of the Company’s Common Stock (the “Merger Consideration”)
as consideration for the Intellectual Property;
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2.
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To
approve a change in control in accordance with NASDAQ Listing Rule 5635 that will result from the issuance of the Merger Consideration
to the Seller in as consideration for the Intellectual Property Acquisition;
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3.
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To
approve the Company’s 2017 Equity Incentive Plan (the “2017 Plan”) and the reservation of 3,450,000 shares
of Common Stock for issuance thereunder; and
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4.
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To
approve an amendment to the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”)
to increase the authorized number of shares of the Company’s blank check preferred stock, par value $0.001 per share
(the “Authorized Blank Check Preferred Stock”) from 10,000,000 shares to 25,000,000 shares.
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