UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 3, 2020

POLARITYTE, INC.

(Exact name of registrant as specified in its charter)

123 Wright Brothers Drive

Salt Lake City, UT 84116

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (800) 560-3983

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

On April 3, 2020, the Board of Directors of PolarityTE, Inc. (the “Company”), elected Chris Nolet to serve as a member of the Board of Directors beginning April 6, 2020, for the term expiring at the Company’s 2022 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Mr. Nolet’s appointment was recommended to the Board by its Nominating and Governance Committee. Mr. Nolet will also serve on the Audit Committee as its Chairperson.

In accordance with the Company’s compensation program for non-employee directors, Mr. Nolet is entitled to receive a $45,000 annual retainer paid quarterly for service as a Board member and an additional $20,000 annual retainer paid quarterly for service as Chairperson of the Audit Committee, both of which are prorated for the period of actual service during the calendar year. Furthermore, on April 6, 2020, Mr. Nolet was granted under the Company’s 2017 Equity Incentive Plan an option to purchase 236,572 shares of the Company’s common stock at an exercise price of $0.90 per share exercisable over a term of 10 years that vest in three annual installments commencing April 6, 2021, subject to continued service to the Company.

The Company also entered into the Company’s standard form of indemnification agreement with Mr. Nolet. Under the indemnification agreement, the Company agrees, among other things, to indemnify directors and certain officers under the circumstances and to the extent provided for therein, to the maximum extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, penalties, fines and settlement amounts incurred by the director or officer in any claim arising out of the person’s service to the Company or its subsidiaries. The form of indemnification agreement was previously filed as Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on March 25, 2020 and is incorporated herein by reference.

There are no arrangements or understandings between Mr. Nolet and any other persons pursuant to which he was elected as a director of the Company. There are no family relationships between Mr. Nolet and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Mr. Nolet and the Company.

A copy of the Company’s press release announcing the appointment of Mr. Nolet is attached hereto as Exhibit 99.1.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.