SEC Connect
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): December 15, 2016
MAJESCO ENTERTAINMENT COMPANY
(Exact
name of registrant as specified in its charter)
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Delaware
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000-51128
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06-1529524
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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404I-T Hadley Road
S. Plainfield, New Jersey 07080
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (732) 225-8910
Please send copies of all communications to:
Harvey J. Kesner, Esq.
Sichenzia Ross Ference Kesner LLP
61 Broadway, 32nd Floor
New York, New York 10006
Telephone: (212) 930-9700
(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:
☐
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
☐
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01
Entry into a Material Definitive Agreement.
Financing
On December 16, 2016, Majesco Entertainment
Company, a Delaware corporation (the “Company”) sold an
aggregate of 759,333 shares of its common stock (the
“Shares”) to certain accredited investors (the
“Investors”) pursuant to separate subscription
agreements (the “Subscription Agreements”) at a price
of $3.00 per share for gross proceeds to the Company of
$2,278,001.
The
Shares were offered and sold solely to “accredited
investors” in reliance on the exemption from registration
afforded by Rule 506 of Regulation D and Section 4(a)(2) of the
Securities Act of 1933, as amended (the “Securities
Act”). On the closing date, the Company entered
into separate registration rights agreements (the
“Registration Rights Agreements”) with each of the
Investors, pursuant to which the Company agreed to undertake to
file a registration statement to register the resale of the Shares
within forty-five (45) days following the closing date, to cause
such registration statement to be declared effective by the
Securities and Exchange Commission within one hundred and twenty
(120) days of the closing date and to maintain the effectiveness of
the registration statement until all of such shares of common stock
have been sold or are otherwise able to be sold pursuant to Rule
144 under the Securities Act, without any
restrictions. In the event the Company fails to file, or
obtain effectiveness of, such registration statement with the
specified period of time, the Company will be obligated to pay
liquidated damages equal to the product of 1% multiplied by the
aggregate subscription amount paid by such Investor for every
thirty (30) days during which such filing is not made and/or
effectiveness obtained, such fee being subject to certain
exceptions, up to a maximum of 12%.
The
foregoing descriptions of the Subscription Agreements and the
Registration Rights Agreements are not complete and are qualified
in their entireties by reference to the full text of the form of
Subscription Agreement and the form of Registration Rights
Agreement, copies of which are filed as Exhibit 10.1 and Exhibit
10.2, respectively, to this Report and are incorporated by
reference herein.
Amendment to Agreement and Plan of Reorganization
On
December 16, 2016, the Company, Majesco Acquisition Corp., a Nevada
corporation and wholly owned subsidiary of the Company
(“Acquisition Sub”), Polarityte, Inc., a Nevada
corporation (“Polarityte”) and Dr. Denver Lough, the
holder of all of the outstanding capital of Polarityte, entered
into an amendment (the “Amendment”) to that certain
Agreement and Plan of Reorganization dated as of December 1, 2016
(the “Merger Agreement” and the transactions
contemplated thereby, the “Merger”).
The
parties agreed to execute the Amendment in order to, among other
things, (i) remove as a closing condition to the Merger, the
resignation of certain existing directors of the Company and the
appointment of certain new directors to the Board of Directors of
the Company and (ii) to include a covenant of the Company to hold
its 2017 Annual Meeting of Stockholders (the “Annual
Meeting”) within One Hundred and Twenty (120) days of the
filing of it’s Annual Report on Form 10-K for the year ended
October 31, 2016 with the Securities and Exchange Commission. The
Amendment also allows Dr. Denver Lough and Dr. Edward Swanson, the
Company’s Chief Executive Officer and Chief Operating
Officer, respectively, to recommend to the Company’s
Nominating and Governance Committee, candidates for election as
directors at the Annual Meeting, but does not obligate the
Nominating and Corporate Governance Committee to nominate such
candidates.
Item 3.02
Unregistered Sales of Equity Securities.
On December 16, 2016, the Company issued the
Shares in consideration for aggregate gross proceeds of
$2,278,001. The details of this transaction are described in Item
1.01, which is incorporated by reference in its entirety into this
Item 3.02.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
December 15, 2016, the Board of Directors appointed Dr. Michael
Neumeister as Chief Medical Officer (an executive officer) of the
Company. There are no family relationships between Dr. Neumeister
and any of our other officers and directors. Dr. Neumeister holds
options to purchase 141,000 shares of the Company’s common
stock at an exercise price of $3.12 per share. The options vest in
twenty four (24) equal monthly installments, beginning on the one
month anniversary of the grant date. The options were issued
pursuant to the Company’s 2017 Equity Incentive Plan and the
2017 Equity Incentive Plan and the exercisability of Dr.
Neumeister’s options are subject to the approval of the
Company’s stockholders.
Set
forth below is the biographical information of the newly appointed
officers and directors, as required by Item 401 of Regulation
S-K.
Dr. Michael Neumeister, 55, has
been associated with the Southern Illinois University School of
Medicine in various positions since 1997, to wit: Chairman of
Department of Surgery (2012-present); Chairman of the Institute of
Plastic Surgery (2006-present); Professor at the Institute of
Plastic Surgery (2005-present); Elvin G. Zook Endowed Chair of the
Institute of Plastic Surgery (2008-present); Director-Hand/Micro
Surgery Fellowship Program at Institute of Plastic Surgery
(2007-present); Chief, Microsurgery and Research at Institute of
Plastic Surgery (1999-present); Director-Plastic Surgery Residency
Program at Institute of Plastic Surgery (1998-2008); Associate
Professor at Institute of Plastic Surgery (2000-2005); and
Assistant Professor at Institute of Plastic Surgery
(1997-2000). Dr. Neumeister began his residency at Dalhousie
University in Halifax, Nova Scotia in general surgery and went on
to complete his plastic surgery residency at the University of
Manitoba. He continued his training as a microsurgery fellow
at Harvard University's Brigham & Women's Hospital in Boston
and completed a one year hand and microsurgery fellowship at
Southern Illinois University School of Medicine. Dr.
Neumeister is board certified in plastic surgery by the Royal
College of Surgeons of Canada and the American Board of Plastic
Surgery. He has also received his Certificate in (SOTH)
Surgery of The Hand. Dr. Neumeister has received awards for
presentations given regionally, nationally and internationally, has
over 150 book chapters and articles, and has multiple research
interests in tissue engineering and regenerative medicine. Dr.
Neumeister is the Editor in Chief of the official AAHS
journal HAND. He
is the past President of the American Society of Reconstructive
Microsurgery, American Association for Hand Surgery, The Plastic
Surgery Foundation (The Research Body of The American Society of
Plastic Surgeons), Plastic Surgery Research Council, and the
Midwest Association of Plastic Surgeons. Dr. Neumeister received his Doctor of Medicine
from the University of Toronto in 1988 and his Bachelor of Science
(Physiology/Pharmacology) from the University of Western Ontario in
1984.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
The
exhibits listed in the following Exhibit Index are filed as part of
this Current Report on Form 8-K.
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Exhibit
No.
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Description
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10.1
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Form of
Subscription Agreement
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10.2
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Form of
Registration Rights Agreement
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10.3
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Form of First
Amendment to Agreement and Plan of Reorganization
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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.
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MAJESCO ENTERTAINMENT COMPANY
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Dated:
December 16, 2016
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/s/ John
Stetson
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John Stetson
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Chief
Financial Officer
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