PolarityTE signs non-binding LOI for acquisition of company at $1.03 per share

PolarityTE announced that it signed a non-binding letter of intent, LOI, with Michael 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. 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. 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.