SALT
LAKE CITY, June 6, 2022 /PRNewswire/ --
PolarityTE, Inc. (Nasdaq: PTE), a biotechnology company
developing regenerative tissue products and biomaterials, announced
today that it has entered into securities purchase agreements with
a single healthcare-focused institutional investor for the purchase
and sale of 1,584,159 shares of its common stock (or pre-funded
warrants in lieu thereof) at a purchase price of $2.525 per share in a registered direct offering
priced at-the-market under Nasdaq rules. In a concurrent
private placement, PolarityTE also agreed to issue and sell to the
investor 1,584,159 shares of common stock (or pre-funded warrants
in lieu thereof) at the same purchase price as in the registered
direct offering. In addition, the Company agreed to issue to
the investor in the offerings unregistered preferred investment
options (the "investment options") to purchase up to an aggregate
of 3,168,318 shares of common stock. The unregistered
investment options will be exercisable immediately upon issuance at
an exercise price of $2.40 per share
and will expire five years from the date of issuance.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offerings.
The aggregate gross proceeds to the Company of both offerings
are expected to be approximately $8.0
million before deducting placement agent fees and other
offering expenses payable by the Company. The Company intends
to use the net proceeds from the offerings for general corporate
purposes and working capital, including among other things, capital
expenditures and research and development expenses.
The registered direct offering and private placement are
expected to close on or about June 8,
2022, subject to the satisfaction of customary closing
conditions.
The shares of common stock, pre-funded warrants and shares of
common stock underlying the pre-funded warrants (but excluding the
shares of common stock and pre-funded warrants in the private
placement and the investment options and the shares of common stock
underlying the investment options) are being offered by PolarityTE
pursuant to a "shelf" registration statement on Form S-3 (File No.
333-262671) previously filed with the U.S. Securities and Exchange
Commission ("SEC") on February 11,
2022, and declared effective by the SEC on April 7, 2022. Such securities may be
offered only by means of a prospectus, including a prospectus
supplement, forming a part of the effective registration statement.
A final prospectus supplement and the accompanying prospectus
relating to the registered direct offering will be filed with the
SEC and will be available on the SEC's website at www.sec.gov.
Alternatively, when available, electronic copies of the final
prospectus supplement and the accompanying prospectus may be
obtained from H.C. Wainwright & Co., LLC, 430 Park Avenue,
New York, NY 10022, by email at
placements@hcwco.com or by phone at (646) 975-6996.
The unregistered shares of common stock, pre-funded warrants,
and investment options described above were offered in a private
placement under Section 4(a)(2) of the Securities Act of 1933, as
amended (the "Act") and Regulation D promulgated thereunder and,
along with the shares of common stock underlying such pre-funded
warrants and investment options, have not been registered under the
Act or applicable state securities laws. Accordingly, the
shares, the pre-funded warrants, the investment options, and the
shares of common stock underlying the pre-funded warrants and
investment options may not be offered or sold in the United States absent registration with the
SEC or an applicable exemption from such registration requirements.
The securities were offered only to an accredited investor.
Pursuant to a registration rights agreement with the
investor, the Company has agreed to file one or more registration
statements with the SEC covering the resale of the unregistered
shares of common stock and the shares issuable upon exercise of the
unregistered pre-funded warrants and investment options.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About PolarityTE®
PolarityTE, Inc., headquartered in
Salt Lake City, Utah, is a
biotechnology company developing regenerative tissue
products. PolarityTE's first regenerative tissue product is
SkinTE®. PolarityTE has an open investigational new drug
application (IND) for SkinTE® with the U.S. Food and Drug
Administration (FDA) and is now pursuing the first of two pivotal
studies on SkinTE® needed to support a biologics license
application (BLA) for a chronic cutaneous ulcer indication.
SkinTE® is available for investigational use only. Learn more at
www.PolarityTE.com.
Forward Looking Statements
Certain statements
contained in this release are "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995. They are generally identified by words such as "believes,"
"may," "expects," "anticipates," "intend," "plan," "will," "would,"
"should" and similar expressions. Such forward-looking statements
include, but are not limited to, statements related to the closing
of the offerings and the Company's use of proceeds from the
offerings. Readers should not place undue reliance on such
forward-looking statements. Forward-looking statements are
based on management's current expectations and are subject to risks
and uncertainties, many of which are beyond our control, that may
cause actual results or events to differ materially from those
projected. These risks and uncertainties include the ability of the
Company to satisfy certain conditions to closing the offerings on a
timely basis or at all, the amount of funds to be raised from the
offerings, the impact of the COVID-19 pandemic, future clinical
studies, FDA regulatory matters, and the risk factors and other
items described in more detail in the "Risk Factors" section of the
Company's Annual Reports and other filings with the SEC (copies of
which may be obtained at www.sec.gov). Subsequent events and
developments may cause these forward-looking statements to change.
The Company specifically disclaims any obligation or
intention to update or revise these forward-looking statements as a
result of changed events or circumstances that occur after the date
of this release, except as required by applicable law.
POLARITYTE, the POLARITYTE logo, SKINTE, WHERE SELF REGENERATES
SELF and WELCOME TO THE SHIFT are registered trademarks of
PolarityTE, Inc.
CONTACTS
Investors:
PolarityTE Investor Relations
ir@PolarityTE.com
385-831-5284
Media:
David Schull or
Ignacio Guerrero-Ros
David.schull@russopartnersllc.com
Ignacio.guerrero-ros@russopartnersllc.com
View original content to download
multimedia:https://www.prnewswire.com/news-releases/polarityte-announces-8-0-million-registered-direct-and-private-placement-offerings-priced-at-the-market-under-nasdaq-rules-301561485.html
SOURCE PolarityTE, Inc.