0000902664-20-002171.txt : 20200521 0000902664-20-002171.hdr.sgml : 20200521 20200521083020 ACCESSION NUMBER: 0000902664-20-002171 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200521 DATE AS OF CHANGE: 20200521 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POLARITYTE, INC. CENTRAL INDEX KEY: 0001076682 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 061529524 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-56967 FILM NUMBER: 20900042 BUSINESS ADDRESS: STREET 1: 123 NORTH WRIGHT BROTHERS DRIVE CITY: SALT LAKE CITY STATE: UT ZIP: 84116 BUSINESS PHONE: (800)-560-3983 MAIL ADDRESS: STREET 1: 123 NORTH WRIGHT BROTHERS DRIVE CITY: SALT LAKE CITY STATE: UT ZIP: 84116 FORMER COMPANY: FORMER CONFORMED NAME: MAJESCO ENTERTAINMENT CO DATE OF NAME CHANGE: 20050427 FORMER COMPANY: FORMER CONFORMED NAME: MAJESCO HOLDINGS INC DATE OF NAME CHANGE: 20040416 FORMER COMPANY: FORMER CONFORMED NAME: CONNECTIVCORP DATE OF NAME CHANGE: 20010815 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Gatemore Capital Management LLP CENTRAL INDEX KEY: 0001812647 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 33 CAVENDISH SQUARE CITY: LONDON STATE: X0 ZIP: W1G0PW BUSINESS PHONE: 02075800300 MAIL ADDRESS: STREET 1: 33 CAVENDISH SQUARE CITY: LONDON STATE: X0 ZIP: W1G0PW SC 13D 1 p20-1103sc13d.htm POLARITYTE, INC.
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
 
Under the Securities Exchange Act of 1934
(Amendment No. __)*
 

PolarityTE, Inc.

(Name of Issuer)
 

Common Stock, par value $0.001 per share

(Title of Class of Securities)
 

731094108

(CUSIP Number)
 
Liad Meidar
Gatemore Capital Management LLP
33 Cavendish Square
London W1G 0PW
+44 (0) 207 580 0300
 
Aneliya Crawford
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

May 6, 2020

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(Page 1 of 8 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 731094108SCHEDULE 13DPage 2 of 8 Pages

 

1

NAME OF REPORTING PERSON

Gatemore Capital Management LLP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

2,528,753 shares of Common Stock (including 500,000 shares of Common Stock issuable upon the exercise of warrants)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

2,528,753 shares of Common Stock (including 500,000 shares of Common Stock issuable upon the exercise of warrants)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,528,753 shares of Common Stock (including 500,000 shares of Common Stock issuable upon the exercise of warrants)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.5%

14

TYPE OF REPORTING PERSON

IA, PN

         

 

 

CUSIP No. 731094108SCHEDULE 13DPage 3 of 8 Pages

 

 

1

NAME OF REPORTING PERSON

Liad Meidar

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

2,528,753 shares of Common Stock (including 500,000 shares of Common Stock issuable upon the exercise of warrants)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

2,528,753 shares of Common Stock (including 500,000 shares of Common Stock issuable upon the exercise of warrants)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,528,753 shares of Common Stock (including 500,000 shares of Common Stock issuable upon the exercise of warrants)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.5%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 731094108SCHEDULE 13DPage 4 of 8 Pages

 

 

Item 1. SECURITY AND ISSUER
   
  This statement on Schedule 13D (the "Schedule 13D") relates to the shares of the Common Stock, par value $0.001 per share (the "Common Stock"), of PolarityTE, Inc., a Delaware corporation (the "Issuer").  The Issuer's principal executive offices are located at 123 Wright Brothers Drive, Salt Lake City, UT 84116.

 

Item 2. IDENTITY AND BACKGROUND
   
(a) This statement is filed by:
   
  (i) Gatemore Capital Management LLP, an English exempted company ("Gatemore"), the investment manager of Gatemore Special Opportunities Master Fund Ltd (the "Gatemore Fund"), with respect to the shares of Common Stock held by the Gatemore Fund; and
   
  (ii) Liad Meidar, the Managing Partner of Gatemore ("Mr. Meidar"), with respect to the shares of Common Stock held by the Gatemore Fund.
   
  Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
   
(b) The principal business address of each of the Reporting Persons is 33 Cavendish Square, London W1G 0PW.
   
(c) The principal business of each of the Reporting Persons is investment management.
   
(d) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
   
(e) During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
   
(f) Gatemore is an English exempted company.  Mr. Meidar is a citizen of the United States and the United Kingdom.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
  The Reporting Persons used a total of approximately $3,000,072 to acquire the Common Stock reported herein.  The source of the funds used to acquire the Common Stock reported herein was the working capital of the Gatemore Fund.

 

 

CUSIP No. 731094108SCHEDULE 13DPage 5 of 8 Pages

 

 

Item 4. PURPOSE OF TRANSACTION
   
  The Reporting Persons acquired the Common Stock to which this Schedule 13D relates for investment purposes in the ordinary course of business.  The Reporting Persons acquired the Common Stock because they believe that the Common Stock reported herein represents an attractive investment opportunity.
   
  The Reporting Persons and the Issuer have had and expect to continue to have cooperative discussions regarding maximizing stockholder value.  The Reporting Persons may consider, explore and/or develop plans and/or make proposals (whether preliminary or firm) with respect to, among other things, potential changes in, the Issuer's operations, management, organizational documents, the composition of the board of directors of the Issuer (the "Board"), ownership, capital or corporate structure, dividend policy, and strategy and plans of the Issuer, as well as a potential strategic review or sale process involving the Issuer or certain of the Issuer's businesses or assets, including transactions in which the Reporting Persons may seek to participate and potentially engage in.  The Reporting Persons intend to continue to communicate with the Issuer's management and the Board about a broad range of operational and strategic matters (including the matters set forth above) and to communicate with other shareholders or third parties, including potential acquirers, service providers and financing sources regarding the foregoing.  The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements which may include customary standstill provisions.  They may also take steps to explore and prepare for various plans and actions, and propose transactions, before forming an intention to engage in such plans or actions or proceed with such transactions.
   
  The Reporting Persons intend to review their investment in the Issuer on a continuing basis and depending upon various factors, including without limitation, the Issuer's financial position and strategic direction, the outcome of any discussions referenced above, overall market conditions, other available investment opportunities, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Common Stock and/or other equity, debt, derivative securities or other instruments that are convertible into Common Stock, or are based upon or relate to the value of the Common Stock or the Issuer (collectively, the "Securities") on the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or hedge its economic exposure to the Common Stock or other Securities without affecting their beneficial ownership of the shares of Common Stock or other Securities.  In addition, the Reporting Persons may, at any time and from time to time, (i) review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto and (ii) propose or consider one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

 

CUSIP No. 731094108SCHEDULE 13DPage 6 of 8 Pages

 

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of and percentages of the shares of Common Stock beneficially owned by each Reporting Person.  The percentages set forth in this Schedule 13D are based upon 38,463,599 shares of Common Stock outstanding as of May 7, 2020, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the Securities and Exchange Commission on May 11, 2020.
   
(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
   
(c) Information concerning transactions in the shares of Common Stock reported herein effected during the past sixty (60) days is set forth in Annex A, which is attached hereto and is incorporated herein by reference.  All of the transactions in the shares of Common Stock listed therein were effected in the open market through various brokerage entities.
   
(d) No person (other than the Reporting Persons and the Gatemore Fund) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.
   
(e) Not applicable.

 

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
   
  The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto.  A copy of such agreement is attached as Exhibit A to this Schedule 13D and is incorporated by reference herein.
   
  The Gatemore Fund owns warrants that are exercisable into 500,000 shares of Common Stock at an exercise price of $2.80 per share (the "Warrants").  The Warrants expire on February 12, 2027.
   
  Except as described above in this Item 6, there are no contracts, arrangements, understandings or relationship among the Reporting Persons or between the Reporting Persons and any other person with respect to the Securities of the Issuer.

 

Item 7. MATERIAL TO BE FILED AS EXHIBITS
   
Exhibit A: Joint Filing Agreement
     

 

CUSIP No. 731094108SCHEDULE 13DPage 7 of 8 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 21, 2020

 

 

GATEMORE CAPITAL

MANAGEMENT LLP

   
   
  By: /s/ Liad Meidar
  Name: Liad Meidar
  Title: Managing Partner
   
   
   
  /s/ Liad Meidar
  LIAD MEIDAR

 

 

 

CUSIP No. 731094108SCHEDULE 13DPage 8 of 8 Pages

Annex A

 

Transactions in the Shares of Common Stock of the Issuer During the Past Sixty (60) Days

 

The following tables set forth all transactions in the shares of Common Stock reported herein effected in the past sixty (60) days. Except as noted below, all such transactions were effected by the Reporting Persons in the open market through brokers and the price per share excludes commissions.

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
     
3/26/2020 101,714 1.19
4/7/2020 (18,171) 0.95
4/8/2020 (17,732) 1.01
4/30/2020 19,000 1.05
5/1/2020 231,000 0.96
5/4/2020 48,640 0.91
5/6/2020 201,360 0.89
5/8/2020 250,000 0.90
5/11/2020 65,560 0.91
5/13/2020 135,877 0.92
5/14/2020 36,938 0.89
5/14/2020 11,625 0.91

 

 

 
 

EXHIBIT A

Joint Filing Agreement

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he, she or it knows that such information is inaccurate.

 

Dated: May 21, 2020

 

 

GATEMORE CAPITAL

MANAGEMENT LLP

   
   
  By: /s/ Liad Meidar
  Name: Liad Meidar
  Title: Managing Partner
   
   
   
  /s/ Liad Meidar
  LIAD MEIDAR