SALT
LAKE CITY, Dec. 27, 2022 /PRNewswire/ --
PolarityTE, Inc. (Nasdaq: PTE), a biotechnology
company developing regenerative tissue products and biomaterials
(the "Company"), today announced that it signed a non-binding
letter of intent (the "LOI") with Michael
Brauser ("Brauser") for him to make an offer to acquire 100%
of the outstanding equity interests of the Company at a proposed
offering price of $1.03 per common
share, which would be paid entirely in cash. As of December 23, 2022, there were 7,256,786 shares of
the Company's common stock outstanding and unvested restricted
stock units covering an additional 256,457 common shares.
Completion of the transaction is subject to Brauser conducting
due diligence investigations, the negotiation and execution of
definitive transaction documents, Brauser successfully acquiring a
majority of the outstanding common stock of the Company, and other
customary closing conditions. The LOI provides that Brauser will
pursue due diligence and the parties will endeavor to negotiate the
terms of the definitive transaction documents during the period
ending March 15, 2022 (the "Due
Diligence Period"). There can be no assurance that a definitive
agreement will be entered into by that date, if at all, or that the
proposed transaction will be consummated. Further, readers
are cautioned that those portions of the LOI that describe the
proposed transaction, including the offering price per common
share, are non-binding and could be adjusted by the parties' mutual
agreement during the Due Diligence Period.
At December 23, 2022, there were
approximately 4,787,824 common stock purchase warrants outstanding
that provide, in part, that upon a change in ownership of the
Company's outstanding common stock greater than 50% and in
connection therewith the Company ceases to file periodic reports
with the Securities and Exchange Commission, then the holders of
the warrants have the right to receive payment in cash of the value
of the warrants determined under a formula stated in the agreements
governing the warrants. The LOI contemplates that Brauser will make
a capital contribution or loan to the Company in an amount required
to settle cash payment of all the outstanding warrants in
accordance with the terms of such warrants, except as otherwise
provided in any separate agreement that Brauser may enter into with
a warrant holder to accept a different amount.
The LOI also contemplates that the definitive transaction
documents will provide that the aggregate severance payments under
management employment contracts will not exceed $2,595,000 and that Brauser will, if necessary,
make a capital contribution or loan to the Company in an amount
required to make such severance payments at closing.
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 letter of intent
between the Company and Michael
Brauser. 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 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
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SOURCE PolarityTE, Inc.