Attached files
Majesco
Entertainment Inc. and PolarityTE, Inc. Enter Into Merger
Agreement
Appoints Denver Lough, MD, PhD as Chief Executive Officer and
Chairman of the Board; Appoints Edward Swanson, MD as Chief
Operating Officer and Director; Executive Vice President John
Stetson named Director
Majesco accepts subscription agreements for $2.25
million
SOUTH PLAINFIELD, New Jersey, December 8, 2016 – Majesco Entertainment, Inc. (Nasdaq: COOL)
(“Majesco”), announced today it had signed a
definitive merger agreement with PolarityTE, Inc.
(“Polarity”). Polarity is an entirely new and radically unique regenerative
medicine company committed to developing the first forms of
functionally-polarized autologous tissues for use in medical
procedures requiring reconstructive applications by surgeons and
wound care specialists.
Upon the closing of the transactions, Polarity will become a
wholly-owned subsidiary of Majesco. Majesco will issue preferred
stock in the transaction which, when converted, would represent
approximately 50% of the issued and outstanding common stock of
Majesco on a fully diluted basis. In connection with the
merger agreement, Majesco also entered into stock purchase
agreements for the purchase of 750,000 shares of common stock at a
purchase price of $3.00 per share to accredited investors for gross
proceeds of $2,225,000.
At signing of the merger agreement, Dr. Denver Lough, was named
Chief Executive Officer and Chairman of the Board of Majesco (to be
renamed PolarityTE, Inc.) and Dr. Edward Swanson was named Chief
Operating Officer and Director. Both Dr. Lough and Dr. Swanson had
worked as residents in plastic and reconstructive surgery at the
esteemed Johns Hopkins University School of Medicine. In leaving
Johns Hopkins careers as plastic surgeons, they hope to be able to
impact as many patients as possible by developing and translating
the technology of PolarityTE into a clinical reality. The company
will be headquartered in Salt Lake City, Utah where the Company is
establishing its biomedical R&D facilities and tissue
manufacturing center.
“We did not leave our resident careers at Johns Hopkins
Hospital to merely change biotech—we left to change the
future of medicine. This opportunity allows us to disrupt the field
with our entirely new proprietary technology platform across a wide
variety of tissues so that all patients will eventually be offered
a pragmatic method of regenerative wound healing and personalized
tissue engineering. Our goals are simple: A superior technology, a
superior team and a superior network of world leaders in
translational medicine to augment the delivery of autologous
products for the regeneration of self,” said Dr. Lough who
continued “We sincerely wish to thank Barry Honig, the
Majesco Board of Directors and Dr. Phillip Frost for their
confidence in PolarityTE and we promise to not
disappoint.”
Newly appointed COO, Dr. Edward Swanson, echoed Dr. Lough’s
statements and added, “PolarityTE will change the landscape
of regenerative medicine, beginning with our first target tissue:
skin. Prior to the groundbreaking discovery by Dr. Lough, the world
had never seen true regeneration of functional skin, including all
layers and hair. Skin regeneration of this magnitude is thought of
as the holy grail by burn surgeons.”
Barry Honig, former CEO of Majesco, said, “We are pleased to
announce that we have reached an agreement to merge with
PolarityTE. PolarityTE’s entirely new concept in tissue
engineering will revolutionize the future of regenerative medicine
and help address critical unmet medical needs. In addition to their
wildly novel technology, what further lead to our excitement in
this deal with PolarityTE was their unmatched clinical advisory
board, signaling to us the tremendous momentum behind this company
and its technology. I have no doubt that PolarityTE
will
be the name in autologous tissue engineering in the future after
meeting with their leadership, seeing their technology, and
speaking with members of their clinical advisory
board.”
The merger, which has been approved by the board of directors of
both companies, is subject to certain closing conditions, including
NASDAQ approval, approval by stockholders of Majesco, minimum cash
balance of Majesco at closing, and other customary closing
conditions.
Majesco's common stock trades on The NASDAQ Capital Market under
the symbol "COOL."
About Majesco Entertainment Company
Majesco
Entertainment Company is an innovative developer, marketer,
publisher and distributor of interactive entertainment for
consumers around the world. Building on more than 25 years of
operating history, Majesco develops and publishes a wide range of
video games on digital networks through its Midnight City label.
Majesco is headquartered in Plainfield, New Jersey, and its common
stock is traded on The NASDAQ Capital Market under the symbol:
COOL. More info can be found online at majescoent.com or on Twitter
at twitter.com/majesco.
About PolarityTE
PolarityTE, Inc. is the owner of a novel regenerative medicine and
tissue engineering platform developed and patented by Denver Lough
MD, PhD. This radical and proprietary technology employs a
patients’ own cells for the healing of full-thickness
functionally-polarized tissues. If clinically successful, the
PolarityTE platform will be able to provide medical professionals
with a truly new paradigm in wound healing and reconstructive
surgery by utilizing a patient’s own tissue substrates for
the regeneration of skin, bone, muscle, cartilage, fat, blood
vessels and nerves. It is because PolarityTE uses a natural and
biologically sound platform technology, which is readily adaptable
to a wide spectrum of organ and tissue systems, that the company
and its world-renowned clinical advisory board, are poised to
drastically change the field and future of translational
regenerative medicine. Welcome to the
Shift
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. Forward looking statements contained in this
release relate to, among other things, the Company’s ongoing
compliance with the requirements of The NASDAQ Stock Market and the
Company’s ability to maintain the closing bid price
requirements of The NASDAQ Stock Market on a post reverse split
basis. They are generally identified by words such as
"believes," "may," "expects," "anticipates," "should'" and similar
expressions. Readers should not place undue reliance on such
forward-looking statements, which are based upon the Company's
beliefs and assumptions as of the date of this release. The
Company's actual results could differ materially due to risk
factors and other items described in more detail in the "Risk
Factors" section of the Company's Annual Reports filed 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.