UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM
10-K/A

(Amendment
No. 1)



(Mark
One)



| | [X] | Annual
    Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
| | --- | ----------------------------------------------------------------------------------------
| |     |                                                                                         
| |     | For
    the fiscal year ended October 31, 2016                                          



OR



| | [  ] | Transition
    Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| | ---- | --------------------------------------------------------------------------------------------
| |      |                                                                                             
| |      | For
    the Transition Period from              to                                          



Commission
File No. 000-51128



POLARITYTE,
INC.

(Exact
name of registrant as specified in its charter)



|DELAWARE                                                           |  | 06-1529524                              
|------------------------------------------------------------------ |  | ----------------------------------------
|(State
    or other jurisdiction of incorporation or organization) |  | (I.R.S.
    Employer Identification No.)



4041-T
Hadley Road

South
Plainfield, New Jersey 07080

(Address
of principal executive office)



Registrant’s
telephone number, including area code (732) 225-8910



Securities
registered pursuant to Section 12(b) of the Act: NONE



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



|Common
                                         Stock, Par Value $0.001
        (Title
        of class) |  | NASDAQ
                                         Capital Market
        (Name
        of exchange on which registered)
|-------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------



Indicate
by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ]
No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ]
No [X]



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports)
and, (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein and, will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



|Large
    accelerated filer [  ] | Accelerated
    filer [  ]                        | Non-accelerated
    filer [  ] | Smaller
    reporting company [X]
|-------------------------------- | ------------------------------------------------- | ------------------------------ | ---------------------------------
|                                 | (Do
    not check if a smaller reporting company)



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [  ] No [X]



The
aggregate market value of the common stock held by non-affiliates as of April 30, 2016 was $9.4 million.



The
outstanding number of shares of common stock as of January 25, 2017 was 4,250,617.


















EXPLANATORY
NOTE



PolarityTE,
Inc., formerly known as Majesco Entertainment Company (the “Company,” “we,” “us,” “our”
or “Polarity”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend its Annual Report
on Form 10-K for the fiscal year ended October 31, 2016, originally filed with the Securities and Exchange Commission on December
30, 2016. The purpose of this Amendment is to include Part III information. This information was previously omitted from the 10-K
in reliance on General Instruction G(3) to Form 10-K, which permits the Part III information to be incorporated in our Form 10-K
by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end.
We are filing this Amendment to include Part III information in our Form 10-K because a definitive proxy statement containing
such information may not be filed by the Company within 120 days after the end of the fiscal year covered by our Form 10-K. The
reference on the cover to the Form 10-K to the incorporation by reference to portions of our definitive proxy statement into Part
III of the Form 10-K is hereby deleted. This Amendment hereby amends and restates the cover page and Part III, Items 10 through
14 in their entirety.



In
accordance with Rule 12b-15 under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”),
Part III, Items 10 through 14 of our Form 10-K are hereby amended and restated in their entirety. In addition, new certifications
of our principal executive officer and principal financial officer are attached, each as of the filing date of this Amendment.
This Amendment does not amend or otherwise update any other information in our 10-K. Accordingly, this Amendment should be read
in conjunction with our Form 10-K and with our filings with the SEC subsequent to our Form 10-K.



2







PART
III



ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE



The
following table sets forth information regarding the Company’s executive officers and key personnel.



Executive
Officers:



|Name               |  | Position(s)                                                                     
|------------------ |  | --------------------------------------------------------------------------------
|Denver Lough       |  | Chief Executive Officer, Chief Scientific Officer, Chairman and Class I Director
|John Stetson       |  | Chief Financial Officer, Executive Vice President and Class II Director         
|Edward Swanson     |  | Chief Operating Officer and Class I Director                                    
|Michael Neumeister |  | Chief Medical Officer                                                           



The
following is a brief summary of the background of each of our executive officers.



Dr.
Denver Lough, 35,was appointed our Chairman, Chief Executive Officer and Chief Scientific Officer on December
1, 2016. From August 2009, Dr. Lough has served as Department of Surgery Faculty and Translational Research Director at Laboratory
for Regenerative Medicine and Applied Sciences, Institute for Plastic Surgery Southern Illinois University School of Medicine,
and from June 2013, he has served as Director of Biomedical Applications for Laboratory for Craniofacial Regenerative Medicine
Johns Hopkins Hospital Department of Plastic and Reconstructive Surgery. In addition, Dr. Lough was a lead research associate
in the Vascularized Composite Allotransplantation Laboratory at the Johns Hopkins Hospital Department of Plastic and Reconstructive
Surgery and has been a research consultant to the Johns Hopkins Hendrix Burn Research Center. Dr. Lough was assembled as a member
among other burn experts as a Taiwanese presidential disaster response team following the largest civilian burn disaster in 2015.



Since
2012 Dr. Lough has been a Plastic & Reconstructive Surgery House Staff Officer at Johns Hopkins University School of Medicine,
Department of Plastic & Reconstructive Surgery. Dr. Lough also founded PolarityTE, LLC, PolarityTE NV and Lough & Associates
LLC which are engaged in the business of developing intellectual property related to regenerative medicine and related fields.
Dr. Lough has received numerous accolades and awards by national societies related to basic and translational science applications
in tissue engineering, regenerative medicine, and immunology as well as within solid organ and reconstructive transplantation.
We believe that Dr. Lough is qualified to serve as a member of our Board because of his experience in clinical medicine and surgery
as well as the development and innovation of technologies related to regenerative medicine and related patents and intellectual
property which the Company has reviewed for potential development. Dr. Lough holds an M.D. and PhD in Biochemistry, Molecular
and Cell Biology from Georgetown University which he earned in 2012.



John
Stetson, 31,was appointed to our Board of Directors on December 1, 2016 and has served as our Chief Financial Officer,
Executive Vice President and Secretary since September 25, 2015. Mr. Stetson has been the Managing Member of HS Contrarian Investments
LLC, a private investment firm with a focus on early stage companies since 2010. In addition, Mr. Stetson served as Executive
Vice President, Chief Financial Officer, and Director of Marathon Patent Group, Inc. (MARA), a NASDAQ listed patent monetization
company from June 2012 to February 2015. Mr. Stetson was President & Co-Founder of Fidelity Property Group, Inc. from April
2010 to July 2014, a real estate development group focused on acquisition, rehabilitation, and short-term disposition of single
family homes that completed 190 transactions, and generated over $46 million in sales. Mr. Stetson was an Investment Analyst from
2008 to 2009 for Heritage Investment Group and worked in the division of Corporate Finance of Toll Brothers from 2007 to 2008.
Mr. Stetson received his BA in Economics from the University of Pennsylvania. We believe that Mr. Stetson is qualified to serve
as a member of our Board because of his skills in finance and public company management and administration.



Dr.
Edward Swanson, 31, was appointed as Chief Operating Officer and Director of the Company on December 1, 2016. Following
completion of his undergraduate degree in Applied Sciences in Biomedical Sciences at the School of Engineering and Applied Sciences
at the University of Pennsylvania, Dr. Swanson received his medical degree from Harvard Medical School, where he attended as a
student from August 2008 to May 2012, graduating with honors for his thesis researching surgical outcomes within craniofacial
and plastic surgery. From July 2012 until December 2016, Dr. Edward Swanson was a Surgical Resident in Plastic & Reconstructive
Surgery in the Department of Plastic and Reconstructive Surgery at The Johns Hopkins University School of Medicine. During his
time at Johns Hopkins, he served in a leadership role within the residency, sitting on the Program Evaluation Committee from July
2015 to December 2016 and The Johns Hopkins Hospital Housestaff Patient Safety and Quality Council from July 2014 to June 2015.
Dr. Swanson has extensive experience in basic and translational biomedical research, including as a research associate in Wound
Healing in the Division of Plastic Surgery at the Brigham and Women’s Hospital and Harvard Medical School from May 2004
to August 2004, thesis student in Traumatic Brain Injury at the University of Pennsylvania from August 2006 to May 2007, research
fellow in Pancreatic Cancer Cellular Biology at the Brigham and Women’s Hospital and Harvard Medical School from July 2007
to July 2008, research fellow in Nanomedicine at Harvard Medical School and MIT from May 2008 to August 2008, and research fellow
in Vascularized Composite Allotransplantation at the Massachusetts General Hospital and Harvard Medical School during his final
year of medical school. In addition, Dr. Swanson directed the large animal translational research as a lead research associate
in the Vascularized Composite Allotransplantation Laboratory in the Department of Plastic and Reconstructive Surgery at The Johns
Hopkins University School of Medicine from July 2014 to June 2015, overseeing experimental projects funded by multimillion dollar
grants. Furthermore, Dr. Swanson has demonstrated national and international leadership throughout the field of plastic and reconstructive
surgery at a young age, with greater than 40 peer-reviewed publications, five book chapters, and 30 national/international conference
presentations. We believe that Dr. Swanson is qualified to serve as a member of our Board because of his experience in technology
related to regenerative medicine and related patents and technology and their clinical applications, which the Company has reviewed
for potential development.



3







Dr.
Michael Neumeister, 55, was appointed Chief Medical Officer on December 15, 2016. Dr. Neumeister 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.



Board
of Directors



We
currently have a staggered Board comprised of three classes and each director serves until the annual meeting associated with
their class. Class I Board members, or Denver Lough and Edward Swanson, will serve until our 2018 annual meeting, Class II Directors,
or John Stetson and Michael Brauser, will serve until our 2019 annual meeting and Class III Directors, or Mohit Bhansali, Michael
Beeghley and Barry Honig, will serve until our 2017 annual meeting.



Board
of Directors



|Name                 |  | Age |  | Position                                                                            
|-------------------- |  | --- |  | ------------------------------------------------------------------------------------
|Denver
    Lough     |  | 35  |  | Chairman,
    Chief Executive Officer, Chief Scientific Officer and Class I Director
|John
    Stetson     |  | 31  |  | Class
    II Director and Chief Financial Officer                                   
|Edward
    Swanson   |  | 31  |  | Class
    I Director and Chief Operating Officer                                    
|Michael
    Brauser  |  | 61  |  | Class
    II Director (1)(2)(3)                                                     
|Mohit
    Bhansali   |  | 42  |  | Class
    III Director (1)(2)(3)                                                    
|Michael
    Beeghley |  | 50  |  | Class
    III Director (1)(2)(3)                                                    
|Barry
    Honig      |  | 46  |  | Class
    III Director                                                              



(1)
Member of our audit committee

(2)
Member of our compensation committee

(3)
Member of our nominating and corporate governance committee



Background
Information



The
following is a brief summary of the background of each of our directors.



Dr.
Denver Lough – Chairman, Chief Executive Officer and Chief Scientific Officer



Biographical
information regarding Dr. Lough is provided above under Executive Officers.



John
Stetson – Chief Financial Officer, Executive Vice President, Secretary and Director



Biographical
information regarding Mr. Stetson is provided above under Executive Officers.



Dr.
Edward Swanson – Chief Operating Officer and Director



Biographical
information regarding Dr. Swanson is provided above under Executive Officers.



4







Michael
Brauser – Director



Michael
Brauser has served as a member of our Board of Directors since September 25, 2015 and served as our Co-Chairman from September
25, 2015 until December 1, 2016. Mr. Brauser has been a self-employed investor/venture capitalist since 2003 investing in both
public and private companies. He has been the manager of, and an investor with, Marlin Capital Partners, LLC, a private investment
company, since 2003. From 1999 through 2002, he served as President and Chief Executive Officer of Naviant, Inc. (eDirect, Inc.),
an Internet marketing company. He was also the founder of Seisant Inc. (eData.com, Inc.). Between October 2005 and November 2006,
he served as Chairman of the Board of Directors of SendTec, Inc. (SNDN), a publicly-traded customer acquisition ad agency. He
served as the Chairman of the Board of Directors of Chromadex Corp. (CDXC) from October 2011 to March 2015 and served as the Chairman
of the Board of Directors of Interclick, Inc. (ICLK) from 2007 until its acquisition by Yahoo!. Mr. Brauser is currently the Chairman
of IDI, Inc. (IDI). The Company believes Mr. Brauser is qualified to serve as a director due to his extensive business and management
expertise from his background as an executive officer of a number of public companies and his knowledge of accounting and finance.



Mohit
Bhansali – Director



Mohit
Bhansali has served as one of our directors since December 17, 2014. He served as an executive officer and a director of Spiral
Energy Tech Inc. from December 2011 through September 2014. In addition, Mr. Bhansali has served as the President, Secretary and
a director of Northern Wind Energy Corp. (formerly Icarus Wind Energy, Inc.) since December 2011 and as the Chief Executive Officer,
Chief Financial Officer and Treasurer of Northern Wind Energy Corp. from December 2011 through October 2013, as a director of
Silver Horn Mining Ltd. since November 2013, as a co-founder and the Chief Executive Officer of Equity Stock Transfer since November
2011, as a partner of Deadbeat Records LLC since 2010, as a securities specialist at Sichenzia Ross Friedman Ference LLP from
2009 through 2011 and as a securities specialist at Haynes and Boone, LLP from 2006 through 2009. Mr. Bhansali worked as an equity
trader with Tradescape and Etrade Securities from 1999 through 2002. In considering Mr. Bhansali as a director of the Company,
the Board considered his entrepreneurial experience, his knowledge of capital markets and his experience in a variety of executive
roles and his management experience.



Michael
Beeghley – Director



Michael
Beeghley was appointed to our Board of Directors on December 18, 2015. Mr. Beeghley has 25 years of financial industry experience,
including 23 years specifically in corporate finance and financial advisory services. Mr. Beeghley has been serving as President
of Applied Economics LLC (“Applied Economics”), a national corporate finance and financial advisory services firm
for 18 years. As President of Applied Economics, Mr. Beeghley has initiated managed and closed over $1 billion in corporate finance
transactions and has managed, completed and signed over 2,000 financial advisory engagements. Mr. Beeghley is a national expert
on mergers & acquisitions and securities valuation, and has been quoted or interviewed for the Atlanta Journal-Constitution,
Atlanta Business Chronicle, The Georgia Business Report (GPTV), Catalyst Magazine, and Reuters News Service (New York). He has
spoken on financial topics throughout the United States and has been an instructor for the American Institute of Certified Public
Accountants, teaching business valuation to societies in ten states. Additionally, Mr. Beeghley has testified as an expert and
provided expert opinions on numerous economic, financial and securities issues. Prior to forming Applied Economics, Mr. Beeghley
was a Manager in the Corporate Finance Group of Ernst & Young, LLP and a Senior Analyst in the Corporate Finance Group of
PricewaterhouseCoopers. Mr. Beeghley is qualified to serve as a director due to his extensive corporate finance background.



Barry
Honig – Director



Barry
Honig has served as a member of our Board of Directors since September 25, 2015 and served as our Chairman and Chief Executive
Officer from September 25, 2015 until December 1, 2016. Mr. Honig has been President of GRQ Consultants, Inc., since January 2004,
where he is a private investor and consultant to early stage companies. Mr. Honig is a founder and Director of Pershing Gold (PGLC),
a Nasdaq listed emerging gold producer, since September 29, 2010. Mr. Honig is currently the Chairman of the Board of Directors
of Levon Resources Ltd. Mr. Honig was the Founder/Co-Chairman of InterCLICK, Inc. (ICLK) from 2007 until its sale to Yahoo! Inc.
in December 2011. Mr. Honig served as Co-Chairman of Chromadex Corporation (CDXC), a natural products company, from 2011 to 2015.
Mr. Honig graduated from George Washington University in 1993 with a BA in Business Administration. The Company believes Mr. Honig
is qualified to serve as a director due to his extensive business and management expertise and his extensive knowledge of capital
markets.



Independence
of the Board of Directors



The
Board has reviewed the materiality of any relationship that each of our directors has with the Company, either directly or indirectly.
Based upon this review, the Board has determined that the following members of the Board are “independent directors”
as defined by the rules of The NASDAQ Stock Market: Michael Beeghley, Mohit Bhansali and Michael Brauser.



Arrangements
between Officers and Directors



To
our knowledge, there is no arrangement or understanding between any of our officers and any other person, including Directors,
pursuant to which the officer was selected to serve as an officer.



Family
Relationships



None
of our Directors are related by blood, marriage, or adoption to any other Director, executive officer, or other key employee.



5







Other
Directorships



Other
than as disclosed above, none of the Directors of the Company are also directors of issuers with a class of securities registered
under Section 12 of the Exchange Act (or which otherwise are required to file periodic reports under the Exchange Act).



Legal
Proceedings



We
are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any
matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses) or being subject to any
of the items set forth under Item 401(f) of Regulation S-K.



Corporate
Governance



General



We
believe that good corporate governance is important to ensure that the Company is managed for the long-term benefit of our stockholders.
This section describes key corporate governance practices that we have adopted.



Section
16(a) Beneficial Ownership Reporting Compliance



Section
16(a) of the Securities Exchange Act of 1934 requires our officers and directors, and persons who own more than 10% of a registered
class of our equity securities, to file reports of ownership and changes in ownership with the SEC. These persons are required
by regulation to furnish us with copies of all Section 16(a) reports that they file. Based on our review of the copies of these
reports received by us, or written representations from the reporting persons that no other reports were required, we believe
that, during fiscal year 2016, all filing requirements applicable to our current officers, directors and greater than 10% beneficial
owners were complied with.



Code
of Business and Ethical Conduct



We
have adopted a Corporate Code of Conduct and Ethics that applies to all employees, including our principal executive officer and
principal financial and accounting officer, and directors. The code can be found on our website at www.polarityte.com.
We will provide, without charge, a copy of our Corporate Code of Conduct and Ethics upon request to: Secretary, PolarityTE, Inc.,
4041-T Hadley Road, S. Plainfield, New Jersey 07080. Disclosure regarding any amendments to, other than technical, administrative
or non-substantive amendments, or waivers from, provisions of the Corporate Code of Conduct and Ethics that apply to our directors,
principal executive and financial officers will be included in a Current Report on Form 8-K within four business days following
the date of the amendment or waiver.



BOARD
LEADERSHIP STRUCTURE



The
Board of Directors is currently chaired by the Chief Executive Officer of the Company, Dr. Lough. The Company believes that combining
the positions of Chief Executive Officer and Chairman of the Board of Directors helps to ensure that the Board of Directors and
management act with a common purpose. Integrating the positions of Chief Executive Officer and Chairman can provide a clear chain
of command to execute the Company’s strategic initiatives. The Company also believes that it is advantageous to have a Chairman
with an extensive history with and knowledge of the Company, and extensive technical and industry experience. Notwithstanding
the combined role of Chief Executive Officer and Chairman, key strategic initiatives and decisions involving the Company are discussed
and approved by the entire Board of Directors. In addition, meetings of the independent directors of the Company are regularly
held, which Dr. Lough does not attend. The Company believes that the current leadership structure and processes maintains an effective
oversight of management and independence of the Board of Directors as a whole without separate designation of a lead independent
director. However, the Board of Directors will continue to monitor its functioning and will consider appropriate changes to ensure
the effective independent function of the Board of Directors in its oversight responsibilities.



ROLE
OF THE BOARD IN RISK OVERSIGHT



One
of the Board of Director’s key functions is informed oversight of the Company’s risk management process. The Board
of Directors does not have a standing risk management committee, but rather administers this oversight function directly through
the Board of Directors as a whole, as well as through various Board of Directors standing committees that address risks inherent
in their respective areas of oversight. In particular, our Board of Directors is responsible for monitoring and assessing strategic
risk exposure, including a determination of the nature and level of risk appropriate for the Company. The Audit Committee considers
and discusses with management the Company’s major financial risk exposures and related monitoring and control of such exposures
as well as compliance with legal and regulatory requirements. The Nominating & Governance Committee monitors the effectiveness
of our corporate governance guidelines. The Compensation Committee assesses and monitors whether our compensation policies and
programs have the potential to encourage excessive risk-taking. Any findings regarding material risk exposure to the Company are
reported to and discussed with the Board of Directors.



6







To
assist it in carrying out its duties, the Board of Directors has delegated certain authority to an Audit Committee, a Compensation
Committee and a Nominating Committee as the functions of each are described below.



|Director          |  | Board |  | Audit Committee |  | Compensation Committee |  | Nominating and Governance Committee
|----------------- |  | ----- |  | --------------- |  | ---------------------- |  | -----------------------------------
|Denver Lough      |  | Chair |  |                 |  |                        |  |                                    
|Edward Swanson    |  | X     |  |                 |  |                        |  |                                    
|John Stetson      |  | X     |  |                 |  |                        |  |                                    
|Barry Honig       |  | X     |  |                 |  |                        |  |                                    
|Michael Brauser*  |  | X     |  | X               |  | X                      |  | X                                  
|Mohit Bhansali*   |  | X     |  | X               |  | X                      |  | X                                  
|Michael Beeghley* |  | X     |  | X               |  | X                      |  | X                                  



*Denotes
directors who meet our criteria for “independence.”



Audit
Committee. The Board has a standing Audit Committee, currently consisting of Mohit Bhansali (Chairman), Michael Brauser and
Michael Beeghley, as of December 1. 2016. Prior to that, our Audit Committee consisted of Edward Karr (Chairman), Andrew Kaplan
and Mohit Bhansali. Our Audit Committee held 4 meetings during fiscal year 2016. The Audit Committee acts under a written charter,
which more specifically sets forth its responsibilities and duties, as well as requirements for the Audit Committee’s composition
and meetings. Our Audit Committee charter complies with Rule 10A-3 of the Exchange Act, and the requirements of The NASDAQ Capital
Market. Our Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. The charter of the Audit
Committee can be found on our website at www.polarityte.com.



The
Board has determined that each member of the audit committee is “independent,” as that term is defined by applicable
SEC rules. In addition, the Board has determined that each member of the audit committee is “independent,” as that
term is defined by the rules of The NASDAQ Capital Market.



The
Board has determined that Mr. Mohit Bhansali is a “financial expert” serving on its Audit Committee, and that Michael
Brauser and Michael Beeghley are each independent, as the SEC has defined that term in Item 407 of Regulation S-K. Please see
the biographical information for these individuals contained in the section above entitled, “The Board of Directors.”



Nominating
and Governance Committee. The Board has a standing Nominating and Governance Committee. As of December 1, 2016, the Nominating
and Governance Committee consists of Michael Beeghley (Chairman), Mohit Bhansali and Michael Brauser. Prior to that our Nominating
and Corporate Governance Committee consisted of Andrew Kaplan (Chairman) and Michael Beeghley. The Nominating and Governance Committee
may employ a variety of methods for identifying and evaluating nominees for director. Both members of the Nominating and Governance
Committee qualify as independent as defined by the rules of the Nasdaq Stock Market. The Nominating and Governance Committee held
3 meetings during fiscal year 2016. The Nominating and Governance Committee acts under a written charter, which more specifically
sets forth its responsibilities and duties, as well as requirements for its composition and meetings. The charter of the Nominating
and Governance Committee can be found on our website at www.polarityte.com.



The
Nominating and Governance Committee regularly assesses the size of the Board, the need for particular expertise on the Board,
the upcoming election cycle of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. Candidates
may be evaluated at regular or special meetings of the Nominating and Governance Committee, and may be considered at any point
during the year.



As
reflected in its charter, factors considered by the Nominating and Governance Committee in the selection of director nominees
are those it may deem appropriate, including judgment, character, high ethics and standards, integrity, skills, diversity, independence,
experience with businesses and organizations of a comparable size to the Company, the interplay of the candidate’s experience
with the experience of other members of the Board of Directors and the extent to which the candidate would be a desirable addition
to the Board or any of its committees. In addition, in considering nominees for director, the Nominating and Governance Committee
will review the qualifications of available candidates that are brought to the attention of the Nominating and Governance Committee
by any member of the Board, stockholders and management or identified by the Nominating and Governance Committee through the use
of search firms or otherwise.



The
Nominating and Governance Committee does not set specific, minimum qualifications that nominees must meet in order for the Nominating
and Governance Committee to recommend them to the Board, but rather believes that each nominee should be evaluated based on his
or her individual merits, taking into account the needs of the Company and the composition of the Board. Members of the Nominating
and Governance Committee discuss and evaluate possible candidates in detail prior to recommending them to the Board. While we
do not have a formal policy on diversity, the Nominating and Governance Committee considers diversity of experience as one of
the factors it considers in conducting its assessment of director nominees, along with such other factors as it deems appropriate
given the then current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability.



7







If
a stockholder wishes to propose a candidate for consideration as a nominee by the Nominating and Governance Committee, it should
follow the procedures described in this section and in the Company’s Nominating and Governance Committee Charter. The Nominating
and Governance Committee Charter adopted by the Nominating and Governance Committee provides that nominees recommended by stockholders
are given appropriate consideration and will be evaluated in the same manner as other nominees. Following verification of the
stockholder status of persons proposing candidates, the Nominating and Governance Committee makes an initial analysis of the qualifications
of any candidate recommended by stockholders or others pursuant to the criteria summarized above to determine whether the candidate
is qualified for service on the Board of Directors before deciding to undertake a complete evaluation of the candidate. If any
materials are provided by a stockholder or professional search firm in connection with the nomination of a director candidate,
such materials are forwarded to the Nominating and Governance Committee as part of its review. Other than the verification of
compliance with procedures and stockholder status, and the initial analysis performed by the Nominating and Governance Committee,
a potential candidate nominated by a stockholder is treated like any other potential candidate during the review process by the
Nominating and Governance Committee.



Director
Nominations



There
have been no material changes to the procedures by which a stockholder may recommend nominees to the Board of Directors since
our last disclosure of these procedures.



Compensation
Committee; Compensation Committee Interlocks and Insider Participation. The Compensation Committee of the Board is composed
entirely of directors who are not our current or former employees, each of whom meets the applicable definition of “independent”
as defined by the rules of The NASDAQ Capital Market. None of the members of the Compensation Committee during fiscal 2016 (i)
had any relationships requiring disclosure by the Company under the SEC’s rules requiring disclosure of related party transactions
or (ii) was an executive officer of a company of which an executive officer of the Company is a director. The current members
of the Compensation Committee, as of December 1, 2016, are Michael Beeghley (Chairman), Michael Brauser and Mohit Bhansali. Prior
to that, our Compensation Committee consisted of Andrew Kaplan (Chairman), and Edward Karr. The Compensation Committee has no
interlocks with other companies. The Compensation Committee held 3 meetings during fiscal year 2016. The charter of the Compensation
Committee can be found on our website at www.polarityte.com.



The
Compensation Committee is responsible for establishing and administering our executive compensation policies. The role of the
Compensation Committee is to (i) formulate, evaluate and approve compensation of the Company’s directors, executive officers
and key employees, (ii) oversee all compensation programs involving the use of the Company’s stock, and (iii) produce, if
required under the securities laws, a report on executive compensation for inclusion in the Company’s proxy statement for
its annual meeting of stockholders. The duties and responsibilities of the Compensation Committee under its charter include:



| | ● | Annually
    reviewing and setting compensation of executive officers;                                                                                                                                                                                                                                   
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                          
| | ● | Periodically
    reviewing and making recommendations to the Board with respect to compensation of non-employee directors;                                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                          
| | ● | Reviewing
    and approving corporate goals and objectives relevant to Chief Executive Officer compensation, evaluating the Chief Executive
    Officer’s performance in light of those goals and objectives, and setting the Chief Executive Officer’s compensation
    levels based on this evaluation;
| |   |                                                                                                                                                                                                                                                                                                          
| | ● | Reviewing
    competitive practices and trends to determine the adequacy of the executive compensation program;                                                                                                                                                                                          
| |   |                                                                                                                                                                                                                                                                                                          
| | ● | Approving
    and overseeing incentive compensation and equity-based plans for executive officers that are subject to Board approval;                                                                                                                                                                    
| |   |                                                                                                                                                                                                                                                                                                          
| | ● | Making
    recommendations to the Board as to the Company’s compensation philosophy and overseeing the development and implementation
    of compensation programs;                                                                                                                                      
| |   |                                                                                                                                                                                                                                                                                                          
| | ● | Periodically
    reviewing and making recommendations to the Board with respect to compensation of non-employee directors;                                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                          
| | ● | Reviewing
    and approving corporate goals and objectives relevant to Chief Executive Officer compensation, evaluating the Chief Executive
    Officer’s performance in light of those goals and objectives, and setting the Chief Executive Officer’s compensation
    levels based on this evaluation;



When
appropriate, the Compensation Committee may, in carrying out its responsibilities, form and delegate authority to subcommittees.
The Chief Executive Officer plays a role in determining the compensation of our other executive officers by evaluating the performance
of those executive officers. The Chief Executive Officer’s evaluations are then reviewed by the Compensation Committee.
This process leads to a recommendation for any changes in salary, bonus terms and equity awards, if any, based on performance,
which recommendations are then reviewed and approved by the Compensation Committee.



The
Compensation Committee has the authority, at the Company’s expense, to select, retain, terminate and set the fees and other
terms of the Company’s relationship with any outside advisors who assist it in carrying out its responsibilities, including
compensation consultants or independent legal counsel.



8







ITEM
11. EXECUTIVE COMPENSATION



Executive
Officers



Summary
Compensation Table



The
following Summary Compensation Table sets forth summary information as to compensation paid or accrued during the last two fiscal
years ended October 31, 2016 and October 31, 2015. During the last two fiscal years ended October 31, 2016 and October 31, 2015,
none of our other executive officers earned compensation in excess of $100,000.



9







|Name and Principal Position                                     |  | Year |  | Salary ($) |         |  | Bonus ($) |  |        | Stock Awards  (1) ($) |  |  | Option Awards (2) ($) |      |  | Non-Equity Incentive Plan Compens-ation (3) ($) |         |      | All Other Compens-ation (4) ($) |  |     | Total ($) | 
|--------------------------------------------------------------- |  | ---- |  | ---------- | ------- |  | --------- |  | ------ | --------------------- |  |  | --------------------- | ---- |  | ----------------------------------------------- | ------- | ---- | ------------------------------- |  | --- | --------- | 
|Barry Honig,                                                    |  | 2016 |  |            | 55,385  |  |           |  | -0-    |                       |  |  | 451,500               | (11) |  |                                                 | 293,125 | (19) |                                 |  | -0- |           | 
|Former Chief Executive Officer and Co-Chairman of the Board (5) |  | 2015 |  |            | 8,308   |  |           |  | -0-    |                       |  |  | 496,000               | (12) |  |                                                 | -0-     |      |                                 |  | -0- |           | 
|John Stetson                                                    |  | 2016 |  |            | 151,385 |  |           |  | -0-    |                       |  |  | 451,500               | (11) |  |                                                 | 293,125 | (19) |                                 |  | -0- |           | 
|Chief Financial Officer (6)                                     |  | 2015 |  |            | 8,308   |  |           |  | -0-    |                       |  |  | 372,000               | (13) |  |                                                 | 14,684  | (20) |                                 |  | -0- |           | 
|David Rector                                                    |  | 2016 |  |            | -0-     |  |           |  | -0-    |                       |  |  | 42,998                | (14) |  |                                                 | 32,782  | (20) |                                 |  | -0- |           | 
|Former Chief Executive Officer (7)                              |  | 2015 |  |            | 6,708   |  |           |  | -0-    |                       |  |  | 116,000               | (15) |  |                                                 | 6,273   | (21) |                                 |  | -0- |           | 
|Jesse Sutton                                                    |  | 2016 |  |            | -0-     |  |           |  | -0-    |                       |  |  | -0-                   |      |  |                                                 |         |      |                                 |  | -0- |           | 
|Former Chief Executive Officer (8)                              |  | 2015 |  |            | 273,646 |  |           |  | -0-    |                       |  |  | 15,841                | (16) |  |                                                 | 30,546  | (22) |                                 |  | -0- |           | 
|Michael Vessey                                                  |  | 2016 |  |            | -0-     |  |           |  | -0-    |                       |  |  | -0-                   |      |  |                                                 | -0-     |      |                                 |  | -0- |           | 
|Former Chief Financial Officer (9)                              |  | 2015 |  |            | 140,770 |  |           |  | -0-    |                       |  |  | 46,560                | (17) |  |                                                 | 14,684  | (23) |                                 |  | -0- |           | 
|Gary Anthony                                                    |  | 2016 |  |            | -0-     |  |           |  | -0-    |                       |  |  | -0-                   |      |  |                                                 |         |      |                                 |  | -0- |           | 
|Former Chief Financial Officer (10)                             |  | 2015 |  |            | 89,200  |  |           |  | 30,000 |                       |  |  | 28,000                | (18) |  |                                                 |         |      |                                 |  | -0- |           | 



|(1)
    Represents the aggregate grant date fair value for restricted stock awards granted during fiscal years 2015 and 2016, respectively,
    computed in accordance with FASB ASC Topic 718. See Note 9 to our consolidated financial statements reported in our Annual
    Report on Form 10-K for our fiscal year ended October 31, 2016 for details as to the assumptions used to determine the grant
    date fair value of the restricted stock awards.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2)
    Represents the aggregate grant date fair value for option awards granted during fiscal years 2015 and 2016, respectively,
    computed in accordance with FASB ASC Topic 718. See Note 9 to our consolidated financial statements reported in our Annual
    Report on Form 10-K for our fiscal year ended October 31, 2016 for details as to the assumptions used to determine the grant
    date fair value of the option awards.                    
|(3)
    Represents amounts paid to named executive officers in the applicable year pursuant to the Company’s STI Plan.                                                                                                                                                                                                                                                                                                                                         
|(4)
    Represents health and dental insurance premiums in excess of coverage provided to other employees.                                                                                                                                                                                                                                                                                                                                                     
|(5)
    Appointed on September 25, 2015. Resigned as Chief Executive Officer and Chairman on December 1, 2016.                                                                                                                                                                                                                                                                                                                                                 
|(6)
    Appointed on September 25, 2015.                                                                                                                                                                                                                                                                                                                                                                                                                       
|(7)
    Served as Chief Executive Officer from July 27, 2015 until September 25, 2015.                                                                                                                                                                                                                                                                                                                                                                         
|(8)
    Resigned on July 27, 2015.                                                                                                                                                                                                                                                                                                                                                                                                                             
|(9)
    Resigned on March 17, 2015.                                                                                                                                                                                                                                                                                                                                                                                                                            
|(10)
    Served as Chief Accounting Officer from April 1, 2015 to September 25, 2015, prior to this beginning May 2011, he served as
    the Company’s Corporate Controller.                                                                                                                                                                                                                                                                                   
|(11)
    Represents 87,500 shares at a grant date fair value of $5.16 per common share.                                                                                                                                                                                                                                                                                                                                                                        
|(12)
    Represents 66,666 shares at a grant date fair value of $7.44 per common share.                                                                                                                                                                                                                                                                                                                                                                        
|(13)
    Represents 50,000 shares at a grant date fair value of $7.44 per common share.                                                                                                                                                                                                                                                                                                                                                                        
|(14)
    Represents 8,333 shares at a grant date fair value of $5.16 per common share.                                                                                                                                                                                                                                                                                                                                                                         
|(15)
    Represents 16,667 shares at a grant date fair value of $6.96 per common share.                                                                                                                                                                                                                                                                                                                                                                        
|(16)
    Represents 3,882 shares at a grant date fair date value of $4.08 per common share.                                                                                                                                                                                                                                                                                                                                                                    
|(17)
    Represents 2,588 shares at a grant date fair value of $4.08 per common share and 5,000 shares at a grant date fair value of
    $7.20 per common share.                                                                                                                                                                                                                                                                                               
|(18)
    Represents 3,333 shares at a grant date fair value of $8.04 per common share.                                                                                                                                                                                                                                                                                                                                                                         
|(19)
    Represents stock options to purchase 87,500 common shares at an exercise price of $4.80 per common share.                                                                                                                                                                                                                                                                                                                                             
|(20)
    Represents stock options to purchase 8,333 common shares at an exercise price of $4.80 per common share and to purchase 1,916
    common shares at an exercise price of $5.22 per common share.                                                                                                                                                                                                                                                       
|(21)
    Represents stock options to purchase 1,166 common shares at an exercise price of $8.58 per common share.                                                                                                                                                                                                                                                                                                                                              
|(22)
    Represents stock options to purchase 11,958 shares of common stock at an exercise price of $4.08 per common share.                                                                                                                                                                                                                                                                                                                                    
|(23)
    Represents stock options to purchase 5,745 common shares at an exercise price of $4.08 per common share.                                                                                                                                                                                                                                                                                                                                              
|(24)
    Represents $13,859 paid for health and dental insurance premiums in excess of coverage provided to other employees as well
    as $500,000 paid in severance payments paid to Zift Interactive, LLC.                                                                                                                                                                                                                                                  
|(25)
    Represents $5,900 paid for health and dental insurance premiums in excess of coverage provided to other employees and $300,000
    in severance payments.                                                                                                                                                                                                                                                                                             



10







Narrative
Disclosure to Summary Compensation Table



Incentive
Bonus Opportunity



The
Compensation Committee has the authority to award incentive bonuses to our executives. The incentive bonus program is based on
the Company’s fiscal year performance.



The
incentive bonus program is an important component of total cash compensation because it rewards our executives for achieving annual
financial and operational goals and emphasizes variable or “at risk” compensation.



On
April 19, 2013, the Compensation Committee approved the adoption of a new annual short-term incentive plan for fiscal year 2013
and subsequent years (the “STI Plan”). In 2013, under the STI Plan, each of the named executive officers was eligible
to receive an incentive bonus based upon a targeted percentage of his base salary, which was 100% for the Chief Executive Officer
and 50% for the Chief Financial Officer. The incentives could be earned based on our performance relative to a mix of strategic
objectives, such as (i) growing cash flow from our console business, (ii) expanding our digital games business, measured in terms
of revenue, infrastructure and talent acquisitions, business acquisitions, and product pipeline, and (iii) managing to adjusted
operating income, cash flow and liquidity goals, eliminating operating losses on certain platforms, and repositioning the Company
to invest in growth areas. In addition, in determining the eligibility for bonuses under the plan, the payout level for the strategic
objectives was based on the Committee’s discretionary assessment of each officer’s performance relative to the overall
mix of objectives. Based on its review of overall performance, the Compensation Committee approved an incentive payout of $150,000
for the Chief Executive Officer and $84,000 for the Chief Financial Officer.



No
incentive plan was offered for fiscal year 2016.



Long-Term
Incentives



We
believe that long-term performance will be enhanced through equity awards that reward our executives and other employees for maximizing
stockholder value over time and that align the interests of our executives and other employees with those of stockholders. The
Compensation Committee believes that the use of equity awards offers the best approach to achieving our compensation goals because
equity ownership ties a significant portion of an individual’s compensation to the performance of our stock.



On
March 30, 2015, at our 2015 annual meeting, our stockholders approved the Company’s 2014 Equity Incentive Plan (the “2014
Plan”) and the reservation of 2,250,000 shares of our Common Stock thereunder. On May 10, 2016, at our 2016 annual meeting,
our stockholders approved the Company’s 2016 Equity Incentive Plan (the “2016 Plan” and together with the 2014
Plan, the “Plans”) and the reservation of 4,000,000 shares of our Common Stock thereunder. Awards under the Plans
may be granted pursuant to the Plans only to persons who are eligible persons. Under the Plans, “Eligible Person”
means any person who is either: (a) an officer (whether or not a director) or employee of the Company or one of its subsidiaries;
(b) a director of the Company or one of its subsidiaries; or (c) an individual consultant who renders bona fide services (other
than services in connection with the offering or sale of securities of the Company or one of its subsidiaries in a capital-raising
transaction or as a market maker or promoter of securities of the Company or one of its subsidiaries) to the Company or one of
its subsidiaries and who is selected to participate in the Plans by the Plan administrator; provided, however, that an Eligible
Person may only participate in the Plans if such participation would not adversely affect either the Company’s eligibility
to use Form S-8 to register, under the Securities Act, the offering and sale of shares issuable under the Plans by the Company
or the Company’s compliance with any other applicable laws.



On
December 17, 2014, the Company granted restricted stock shares to certain of its executive officers and directors in consideration
for their respective roles in the Company. These restricted stock awards, were granted under the Company’s Amended and Restated
2004 Employee, Director and Consultant Incentive plan and were subject to a trigger event that occurred on September 30, 2015,
which vested the shares in full.



The
shares granted to our officers and directors under these stock awards are as follows:



|Name             |  | Shares |      
|---------------- |  | ------ | -----
|Jesse Sutton     |  |        | 3,883
|Michael Vesey    |  |        | 2,589
|Laurence Aronson |  |        | 3,883
|Stephen Wilson   |  |        | 2,589
|Trent Davis      |  |        | 1,079
|Mohit Bhansali   |  |        | 1,079
|Adam Sultan      |  |        | 2,157



On
December 17, 2014, the Company granted options to purchase Common Stock to certain of its executive officers and directors in
consideration for their respective roles in the Company. The stock options were granted with an exercise price of $4.08 per share
and would fully vest upon a trigger event, which occurred on September 30, 2015, and are exercisable until December 17, 2019.
They were granted under the 2014 Plan.



11







The
shares granted to our officers and directors under these stock awards are as follows:



|Name             |  | Option Award |       
|---------------- |  | ------------ | ------
|Jesse Sutton     |  |              | 11,951
|Michael Vesey    |  |              | 5,745 
|Laurence Aronson |  |              | 11,951
|Stephen Wilson   |  |              | 10,745
|Trent Davis      |  |              | 9,339 
|Mohit Bhansali   |  |              | 9,339 
|Adam Sultan      |  |              | 2,010 



On
April 23, 2015, Laurence Aronson, Mohit Bhansali and Trent Davis were each granted options to purchase 1,191 shares of Common
Stock with an exercise price of $8.40 per share. These awards were granted pursuant to the 2014 Plan. The options fully vested
on October 23, 2015, and they are exercisable until April 23, 2020.



On
June 27, 2015, David Rector was granted 16,667 restricted stock units. The vesting on this grant was accelerated on January 12,
2016. These awards were granted under the 2014 Plan.



On
July 27, 2015, David Rector was granted options to purchase 1,166 shares of Common Stock with an exercise price of $8.58 per share.
These awards were granted under the 2014 Plan.



On
September 30, 2015, we entered into Restricted Stock Agreements with certain of our executive officers and directors. The stock
awards provide for grants of Common Stock to our officers and directors under the 2014 Plan. The stock awards all vested on December
1, 2016.



The
shares of Common Stock granted to our officers and directors under these stock awards are as follows:



|Name            |  | Shares |       
|--------------- |  | ------ | ------
|Barry Honig     |  |        | 66,666
|John Stetson    |  |        | 50,000
|Michael Brauser |  |        | 66,666
|Mohit Bhansali  |  |        | 4,166 
|Edward Karr     |  |        | 8,333 
|Andrew Kaplan   |  |        | 8,333 



On
December 18, 2015, we entered into Restricted Stock Agreements with certain of our executive officers and directors. The stock
awards provide for grants of common stock to our officers and directors under the 2014 Plan. The stock awards all vested on December
1, 2016.



The
shares of Common Stock granted to our officers and directors under these stock awards are as follows:



|Name             |  | Shares |      
|---------------- |  | ------ | -----
|Michael Beeghley |  |        | 8,333



Additionally,
on December 18, 2015, Michael Brauser, Andrew Kaplan, Edward Karr, and Michael Beeghley were granted option to purchase 1,587
stock shares of Common Stock with an exercise price of $6.30 per share. These options fully vested six months from the grant date.



On
June 1, 2016, Michael Brauser, Michael Beeghley, Andrew Kaplan, Edward Karr, Mohit Bhansali and David Rector were granted options
to purchase 1,915 shares of Common Stock at an exercise price of $5.22 per share which options vested in full six months from
the date of grant.



On
December 1, 2016, the Board approved the Company’s 2017 Equity Incentive Plan (the “2017 Plan”) and the reservation
of 3,450,000 shares of common stock for issuance thereunder. On December 7, 2016, the Company granted options with an exercise
price of $3.12 per share to the individuals listed below pursuant to the 2017 Plan. The 2017 Plan and options are subject to stockholder
approval.



12







|Name                |  | Shares |        
|------------------- |  | ------ | -------
|Michael Neumeister  |  |        | 141,000
|Jeff Dyer           |  |        | 141,000
|Matthew Swanson     |  |        | 141,000
|Stephen Milner      |  |        | 50,000 
|Anthony Blum        |  |        | 10,000 
|Nicholas Baetz      |  |        | 50,000 
|Devin Miller        |  |        | 75,000 
|Christine Hashimoto |  |        | 10,000 
|Mary Dyer Lough     |  |        | 10,000 



Employment
and Separation Agreements



During
2015 and 2016, we had employment agreements with each of the named executive officers.



Denver
Lough’s Employment Agreement



On
December 1, 2016, the Company entered into an employment agreement with Dr. Denver Lough (the “Lough Employment Agreement”).
Pursuant to the terms of the Lough Employment Agreement, Dr. Lough will serve as Chairman of the Board and as Chief Executive
Officer and Chief Scientific Officer of the Company for a term of one year which shall be automatically renewed for successive
one year periods thereafter unless earlier terminated. Pursuant to the Lough Employment Agreement, the Company shall pay Dr. Lough
(i) a one-time signing bonus of $100,000, (ii) an annual base salary of $350,000, (iii) an annual discretionary bonus, as determined
by the Board, in an amount up to 100% of Dr. Lough’s then current base salary and (iv) 10 year options (the “Lough
Options”) to purchase up to 1,000,000 shares of the Company’s Common Stock at an exercise price of $3.15 per share
(equal to 100% of the market price as defined by NASDAQ (“Fair Market Value”)) which Options shall vest in 24 equal
installments commencing on the one month anniversary of the Lough Employment Agreement. The Lough Options were granted pursuant
to the 2017 Plan and the exercise of the Lough Options and the 2017 Plan are subject to stockholder approval.



Edward
Swanson’s Employment Agreement



On
December 1, 2016, the Company entered into an employment agreement with Edward Swanson (the “Swanson Employment Agreement”).
Pursuant to the terms of the Swanson Employment Agreement, Dr. Swanson will serve as Chief Operating Officer of the Company for
a term of one year which shall be automatically renewed for successive one year periods thereafter unless earlier terminated.
Pursuant to the Swanson Agreement, the Company shall pay Dr. Swanson (i) a one-time signing bonus of $100,000, (ii) an annual
base salary of $300,000, (iii) an annual discretionary bonus, as determined by the Board, in an amount up to 100% of Dr. Swanson’s
then current base salary and (iv) 10 year options (the “Swanson Options”) to purchase up to 846,000 shares of the
Company’s Common Stock pursuant to the 2017 Plan at Fair Market Value which Swanson Options shall vest in 24 equal installments
commencing on the one month anniversary of the Swanson Employment Agreement and are subject to stockholder approval.



Jesse
Sutton’s Employment Agreement and Separation Agreement



Mr.
Sutton’s employment agreement provided for an annual base salary of $363,000 and a discretionary bonus of up to 100% of
his base salary. On July 27, 2015, Mr. Sutton resigned from his position as Chief Executive Officer of the Company and the Company
entered into a separation agreement with Mr. Sutton (the “Sutton Separation Agreement”). Pursuant to the terms of
the Sutton Separation Agreement, for a period of 24 months following Mr. Sutton’s resignation, Mr. Sutton will provide consulting
and support services (the “Services”) to the Company’s Download Business (as defined in the Separation Agreement).
In addition, Mr. Sutton is expected to receive a severance payment, which will include 50% of the Net Monthly Revenues (as defined
in the Sutton Separation Agreement) generated by the Company from the Download Business (as defined in the Sutton Separation Agreement),
but in no event more than $10,000 per month; provided that Mr. Sutton is still providing the Services. In addition, the
Company continued its contributions towards Mr. Sutton’s health care benefits until the earlier of (i) 12 months following
Mr. Sutton’s resignation or (ii) until Mr. Sutton becomes covered by an equivalent benefit. Lastly, Mr. Sutton shall has
18 months from his date of resignation to exercise any previously issued stock options, except that the original expiration date
of any such options shall not be extended.



Michael
Vesey’s Employment Agreement and Separation Agreement



Mr.
Vesey’s employment agreement provided for an annual base salary of $300,000 and an annual cash bonus to be determined in
the sole discretion of the Company. On February 17, 2015, Mr. Vesey entered into a separation agreement (the “Vesey Separation
Agreement”) with the Company pursuant to which Mr. Vesey resigned as the Company’s Chief Financial Officer effective
March 17, 2015. Pursuant to the Vesey Separation Agreement, Mr. Vesey provided general business and consulting services to the
Company to assist in transitional needs and activities of the Company for a period of six months following his resignation. In
addition, upon his resignation and in addition to the other benefits as outlined his employment agreement, Mr. Vesey received
a lump sum payment of $200,000 and an additional payment of $100,000 thereafter payable in six equal monthly installments. Moreover,
the Company agreed to vest all of Mr. Vesey’s previously unvested securities, other than securities granted pursuant to
the Company’s 2014 Plan and, in consideration for Mr. Vesey’s consulting services, the Company granted Mr. Vesey 5,000
shares of restricted Common Stock under the 2014 Plan.



13







Barry
Honig’s Employment Agreement



Mr.
Honig’s employment agreement provides for an annual base salary of $120,000 and a discretionary bonus to be determined by
the Compensation Committee. Pursuant to the terms of the employment agreement, Mr. Honig would be entitled to certain payments
and benefits if the Company terminated the executive’s employment without “cause” or the executive terminated
his employment for “good reason”. Benefits are also provided if the executive is terminated in connection with a change
in control. The benefit levels under the employment agreement generally include continued payment of base salary, a bonus for
the year of termination, accelerated vesting of equity awards and continued welfare benefits, and are described in more detail
under the “Potential Payments Upon Termination or Change-In-Control” below. Mr. Honig resigned as Chief Executive
Officer on December 1, 2016.



John
Stetson’s Employment Agreement



Mr.
Stetson’s employment agreement provides for an annual base salary of $120,000 and a discretionary bonus to be determined
by the Compensation Committee. Pursuant to the terms of the employment agreement, Mr. Stetson would be entitled to certain payments
and benefits if the Company terminated the executive’s employment without “cause” or the executive terminated
his employment for “good reason”. Benefits are also provided if the executive is terminated in connection with a change
in control. The benefit levels under the employment agreements generally include continued payment of base salary, a bonus for
the year of termination, accelerated vesting of equity awards and continued welfare benefits, and are described in more detail
under the “Potential Payments Upon Termination or Change-In-Control” below.



Potential
Payments Upon Termination or Change-In-Control



We
have entered into agreements that require us to make payments and/or provide benefits to certain of our executive officers in
the event of a termination of employment or a change of control. The following summarizes the potential payments to each named
executive officer for which we have entered into such an agreement assuming that one of the events identified below occurs.



Dr.
Denver Lough, Chief Executive Officer and Chief Scientific Officer



If
Dr. Lough terminates the Lough Employment Agreement for Good Reason (as defined in the Lough Employment Agreement) or a Change
of Control (as defined in the Lough Employment Agreement) or the Company terminates the Lough Employment Agreement without Cause
(as defined in the Lough Employment Agreement), then Dr. Lough shall be entitled to receive (i) the sum of his then base salary
from the date of termination, (ii) reasonable expenses incurred by Dr. Lough in connection with the performance of his duties,
(iii) accrued but unused vacation time through the date of termination, (iv) the sum of this then annual bonus and (v) all Share
Awards (as defined in the Lough Employment Agreement) earned and vested prior to the date of termination. In addition, Dr. Lough
shall have the right to Participation Payments (as defined in the Lough Employment Agreement) from commercial transactions associated
with the Patents (as defined in the Lough Employment Agreement) and intellectual property rights associated with such Patents.
If the Company terminates the Lough Employment Agreement for Cause, the Company will have no further obligations or liability
to Dr. Lough except for the obligation to (i) pay Dr. Lough his then annual salary through the date of termination, (ii) unpaid
annual bonus pursuant to the terms of the Lough Employment Agreement, (iii) reasonable expenses incurred by Dr. Lough in connection
with the performance of his duties and (v) accrued but unused vacation time through the date of termination.



Dr.
Swanson, Chief Operating Officer



If
Dr. Swanson terminates the Swanson Employment Agreement for Good Reason (as defined in the Swanson Employment Agreement) or a
Change of Control (as defined in the Swanson Employment Agreement) or the Company terminates the Swanson Employment Agreement
without Cause(as defined in the Swanson Employment Agreement), then Dr. Swanson shall be entitled to receive (i) the sum of his
then base salary from the date of termination, (ii) reasonable expenses incurred by Dr. Swanson in connection with the performance
of his duties, (iii) accrued but unused vacation time through the date of termination, (iv) the sum of this then annual bonus
and (v) all Share Awards (as defined in the Swanson Employment Agreement) earned and vested prior to the date of termination.
If the Company terminates the Swanson Employment Agreement for Cause, the Company will have no further obligations or liability
to Dr. Swanson except for the obligation to (i) pay Dr. Swanson his then annual salary through the date of termination, (ii) unpaid
annual bonus pursuant to the terms of the Swanson Employment Agreement, (iii) reasonable expenses incurred by Dr. Swanson in connection
with the performance of his duties and (v) accrued but unused vacation time through the date of termination.



Mr.
John Stetson, Chief Financial Officer



Pursuant
to his employment agreement, if the Company terminates Mr. Stetson’s employment without “cause” (as such term
is defined Mr. Steton’s employment agreement) or Mr. Stetson resigns for “good reason” or following a “Change
of Control” (as such terms are defined in Mr. Stetson’s employment agreement), he will receive severance benefits
from the Company, including a cash amount equal to 100% of Mr. Stetson’s base salary, annual bonus and share awards during
the preceding year.



14







Mr.
Barry Honig, Former Chief Executive Officer



Pursuant
to his employment agreement, if the Company terminates Mr. Honig’s employment without “cause” (as such term
is defined in Mr. Honig’s employment agreement) or Mr. Honig resigns for “good reason” or following a “Change
of Control” (as such terms are defined in Mr. Honig’s employment agreement), he will receive severance benefits from
the Company, including a cash amount equal to 100% of Mr. Honig’s base salary, annual bonus and share awards during the
preceding year. Mr. Honig resigned as Chief Executive Officer on December 1, 2016.



Outstanding
Equity Awards at Fiscal Year-End



The
following table shows grants of stock options and grants of unvested stock awards outstanding on the last day of the fiscal year
ended October 31, 2016, to each of the then executive officers and directors named in the Summary Compensation Table.



|                     |  |                                                                         |        |                                                                           |  | Option Awards                                     |        | Stock
    Awards                       |  |                                                                                                             
|-------------------- |  | ----------------------------------------------------------------------- | ------ | ------------------------------------------------------------------------- |  | ------------------------------------------------- | ------ | -------------------------------------- |  | ------------------------------------------------------------------------------------------------------------
|Name                 |  | Number
    of Securities Underlying Unexercised Options Exercisable (#) |        | Number
    of Securities Underlying Unexercised Options Unexercisable (#) |  | Option
        Exercise
        Price
        ($) |        | Option
        Expiration
        Date |  | Number
                                         of Shares or Units of Stock That Have Not Vested
        (#)
|Michael
    Brauser  |  |                                                                         | 1,587  | (2)                                                                       |  |                                                   | —      |                                        |  | $                                                                                                           
|                     |  |                                                                         | 43,750 | (3)                                                                       |  |                                                   | 43,750 | (3)                                    |  | $                                                                                                           
|                     |  |                                                                         | —      |                                                                           |  |                                                   | 1,916  | (4)                                    |  | $                                                                                                           
|Barry
    Honig      |  |                                                                         | 43,750 | (3)                                                                       |  |                                                   | 43,750 | (3)                                    |  | $                                                                                                           
|                     |  |                                                                         | —      |                                                                           |  |                                                   | —      |                                        |  |                                                                                                             
|John
    Stetson     |  |                                                                         | 43,750 | (3)                                                                       |  |                                                   | 43,750 | (3)                                    |  | $                                                                                                           
|                     |  |                                                                         | —      |                                                                           |  |                                                   | —      |                                        |  |                                                                                                             
|David
    Rector     |  |                                                                         | 1,166  | (5)                                                                       |  |                                                   | —      |                                        |  | $                                                                                                           
|                     |  |                                                                         | 4,167  | (3)                                                                       |  |                                                   | 4,166  | (3)                                    |  | $                                                                                                           
|                     |  |                                                                         | —      |                                                                           |  |                                                   | 1,916  | (4)                                    |  | $                                                                                                           
|Michael
    Beeghley |  |                                                                         | 1,587  | (5)                                                                       |  |                                                   | —      |                                        |  | $                                                                                                           
|                     |  |                                                                         | 2,604  | (3)                                                                       |  |                                                   | 2,604  | (3)                                    |  | $                                                                                                           
|                     |  |                                                                         | —      |                                                                           |  |                                                   | 1,916  | (4)                                    |  | $                                                                                                           
|Andrew
    Kaplan    |  |                                                                         | 1,587  | (5)                                                                       |  |                                                   | —      |                                        |  | $                                                                                                           
|                     |  |                                                                         | 3,646  | (3)                                                                       |  |                                                   | 3,646  | (3)                                    |  | $                                                                                                           
|                     |  |                                                                         | —      |                                                                           |  |                                                   | 1,916  | (4)                                    |  | $                                                                                                           
|Mohit
    Bhansali   |  |                                                                         | 12,500 | (3)                                                                       |  |                                                   | 12,500 | (3)                                    |  | $                                                                                                           
|                     |  |                                                                         | —      |                                                                           |  |                                                   | 1,916  | (4)                                    |  | $                                                                                                           
|Edward
    Karr      |  |                                                                         | 1,587  | (2)                                                                       |  |                                                   | —      |                                        |  | $                                                                                                           
|                     |  |                                                                         | 8,334  | (3)                                                                       |  |                                                   | 8,333  | (3)                                    |  | $                                                                                                           
|                     |  |                                                                         | —      |                                                                           |  |                                                   | 1,916  | (4)                                    |  | $                                                                                                           



|(1) | Market
    value based on closing stock price of $1.22 on October 31, 2016.                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------
|(2) | Option
    was exercisable 6 months following the grant date of December 18, 2015.                                                 
|(3) | Option
    was 50% exercisable on May 10, 2016 and 50% exercisable upon the occurrence of a performance condition.                 
|(4) | Option
    was exercisable on November 30, 2016.                                                                                   
|(5) | Option
    was exercisable on January 27, 2016.                                                                                    
|(6) | Vests
    at the end of each calendar month, at a rate of 1/24 of such shares per month.                                           
|(7) | Stock
    grant was 50% vested on May 10, 2016 and amount represents the 50% vested upon the occurrence of a performance condition.



15







Director
Compensation



The
following table shows the total compensation paid or accrued during the fiscal year ended October 31, 2016 to each of our directors,
current and former.



|Name                 |  | Fees Earned or Paid in Cash ($) |       |  | Stock Awards ($) (1) |   |         | Option Awards ($) (2) |  |   | All Other Compensation ($) |      |  | Total ($) |  
|-------------------- |  | ------------------------------- | ----- |  | -------------------- | - | ------- | --------------------- |  | - | -------------------------- | ---- |  | --------- | -
|Barry Honig (16)     |  | $                               | -     |  |                      | $ | 451,500 | (3)                   |  | $ | 293,125                    | (9)  |  | $         | -
|Michael Brauser (17) |  | $                               | 6,200 |  |                      | $ | 451,500 | (3)                   |  | $ | 297,992                    | (10) |  | $         | -
|Mohit Bhansali       |  | $                               | 900   |  |                      | $ | 129,000 | (4)                   |  | $ | 172,367                    | (11) |  | $         | -
|Edward Karr (18)     |  | $                               | 6,500 |  |                      | $ | 86,002  | (5)                   |  | $ | 60,701                     | (12) |  | $         | -
|Andrew Kaplan (19)   |  | $                               | 6,500 |  |                      | $ | 37,627  | (6)                   |  | $ | 29,295                     | (13) |  | $         | -
|Michael Beeghley     |  | $                               | 6,500 |  |                      | $ | 26,873  | (7)                   |  | $ | 22,313                     | (14) |  | $         | -
|David Rector (20)    |  | $                               | 900   |  |                      | $ | 42,998  | (9)                   |  | $ | 32,782                     | (15  |  | $         | -



|(1)
    Represents the aggregate grant date fair value for stock awards granted by us in fiscal year 2016 computed in accordance with
    FASB ASC Topic 718. See Note 9 to our consolidated financial statements reported in our Annual Report on Form 10-K for fiscal
    year ended October 31, 2016 for details as to the assumptions used to determine the fair value of the stock awards.                                                                                                                                                                                                                                                                                                       
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2)
    Represents the aggregate grant date fair value for options granted by us in fiscal year 2016 computed in accordance with FASB
    ASC Topic 718. See Note 9 to our consolidated financial statements reported in our Annual Report on Form 10-K for fiscal year
    ended October 31, 2016 for details as to the assumptions used to determine the fair value of the option awards.                                                                                                                                                                                                                                                                                                           
|(3)
    Represents 87,500 shares at a grant date fair value of $5.16 per common share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(4)
    Represents 25,000 shares at a grant date fair value of $5.16 per common share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(5)
    Represents 16,667 shares at a grant date fair value of $5.16 per common share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(6)
    Represents 7,292 shares at a grant date fair value of $5.16 per common share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(7)
    Represents 5,208 shares at a grant date fair value of $5.16 per common share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(8)
    Represents 8,333 shares at a grant date fair value of $5.16 per common share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(9)
    Represents stock options to purchase 87,500 common shares at an exercise price of $4.80 per common share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(10)
    Represents stock options to purchase 87,500 common shares at an exercise price of $4.80 per common share and to purchase 1,916
    common shares at an exercise price of $5.22 per common share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(11)
    Represents stock options to purchase 50,000 common shares at an exercise price of $4.80 per common share and to purchase 1,916
    common shares at an exercise price of $5.22 per common share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(12)
    Represents stock options to purchase 16,667 common shares at an exercise price of $4.80 per common share and to purchase 1,916
    common shares at an exercise price of $5.22 per common share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(13)
    Represents stock options to purchase 7,292 common shares at an exercise price of $4.80 per common share and to purchase 1,916
    common shares at an exercise price of $5.22 per common share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(14)
    Represents stock options to purchase 5,208 common shares at an exercise price of $4.80 per common share and to purchase 1,916
    common shares at an exercise price of $5.22 per common share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(15)
                                         Represents stock options to purchase 8,333 common shares at an exercise price of $4.80
                                         per common share and to purchase 1,916 common shares at an exercise price of $5.22 per
                                         common share.
        (16)
        Resigned as Co-Chairman on December 1, 2016 but remained a director of the Company.
        (17)
        Resigned as Co-Chairman on December 1, 2016 but remained a director of the Company.
        (18)
        Resigned on December 1, 2016.
        (19)
        Resigned on December 1, 2016.
        (20)
        Resigned on December 1, 2016.



16







|Name                |  | Number of Stock Options Held atFiscal Year-End |  | Number ofShares ofRestrictedStock Held atFiscal Year-End
|------------------- |  | ---------------------------------------------- |  | --------------------------------------------------------
|Michael Brauser (7) |  | 1,587 (1)                                      |  | 66,666 (5)                                              
|                    |  | 87,500  (2)                                    |  | 43,750 (6)                                              
|                    |  | 1,916 (3)                                      |  |                                                         
|Barry Honig (8)     |  | 87,500 (2)                                     |  | 66,666 (5)                                              
|                    |  |                                                |  | 43,750 (6)                                              
|John Stetson (9)    |  | 87,500 (2)                                     |  | 50,000 (5)                                              
|                    |  |                                                |  | 43,750 (6)                                              
|David Rector (10)   |  | 1,166 (4)                                      |  | 4,167 (6)                                               
|                    |  | 8,333 (2)                                      |  |                                                         
|                    |  | 1,916 (3)                                      |  |                                                         
|Michael Beeghley    |  | 1,587 (1)                                      |  | 8,333 (5)                                               
|                    |  | 5,208 (2)                                      |  | 2,604 (6)                                               
|                    |  | 1,916 (3)                                      |  |                                                         
|Andrew Kaplan (11)  |  | 1,587 (1)                                      |  | 8,333 (5)                                               
|                    |  | 7,292 (2)                                      |  | 3,646 (6)                                               
|                    |  | 1,916 (3)                                      |  |                                                         
|Mohit Bhansali      |  | 25,000 (2)                                     |  | 4,166 (5)                                               
|                    |  | 1,916 (3)                                      |  | 12,500 (6)                                              
|Edward Karr (12)    |  | 1,587 (1)                                      |  | 8,333 (5)                                               
|                    |  | 16,667 (2)                                     |  | 8,334 (6)                                               
|                    |  | 1,916  (3)                                     |  |                                                         



|(1)  | Option has an exercise price of $6.30 per share and was exercisable 6 months following the grant date of December 18, 2015.                                
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|(2)  | Option has an exercise price of $4.80 per share and was 50% exercisable on May 10, 2016 and 50% exercisable upon the occurrence of a performance condition.
|(3)  | Option has an exercise price of $5.22 per share and was exercisable on November 30, 2016.                                                                  
|(4)  | Option has an exercise price of $8.58 per share and was exercisable on January 27, 2016.                                                                   
|(5)  | Vests at the end of each calendar month, at a rate of 1/24 of such shares per month, starting on the grant date of September 30, 2015.                     
|(6)  | Stock grant was 50% vested on May 10, 2016 and amount represents the 50% vested upon the occurrence of a performance condition.                            
|(7)  | Resigned as Co-Chairman on December 1, 2016 but remained a director of the Company.                                                                        
|(8)  | Resigned as Co-Chairman on December 1, 2016 but remained a director of the Company.                                                                        
|(9)  | Appointed on December 1, 2016.                                                                                                                             
|(10) | Resigned on December 1, 2016.                                                                                                                              
|(11) | Resigned on December 1, 2016.                                                                                                                              
|(12) | Resigned on December 1, 2016.                                                                                                                              



Director Compensation Policy



During
the fiscal year ended October 31, 2016, our directors were compensated in accordance with the following terms. Each non-employee
director received an annual cash retainer of $5,000, other than the Chair of the Company’s Audit Committee, who received
$6,000. In addition, the Chairman of the Board received an additional annual cash retainer of $10,000.



Each
non-employee director was also entitled to receive 5-year options to purchase shares of the Company’s Common Stock valued
at $10,000, calculated by dividing $10,000 by the closing stock price on the date the award was granted. The options vest in full
six months after the grant date, provided the applicable director is still serving on the Board.



Each
non-employee director was entitled to a fee of $2,500 for each Board meeting at which the director was present in person, and each
member of our Board committees was entitled to a fee of $800 for each committee meeting at which the director was present in person.
Each non-employee director was entitled to a fee of $300 for each teleconference called by either the Chairman of the Board, the
President of the Company or the Chairman of a Board committee.



17







ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS



The
following table sets forth information known to us concerning the beneficial ownership of the Company’s Common Stock as
of January 30, 2017 for:



| | ● | each person known by us to beneficially own more than 5% of the Company’s Common Stock;
| | - | ---------------------------------------------------------------------------------------
| |   |                                                                                        
| | ● | each of our directors;                                                                 
| |   |                                                                                        
| | ● | each of our executive officers; and                                                    
| |   |                                                                                        
| | ● | all of our directors and executive officers as a group.                                



Beneficial
ownership is determined in accordance with the rules and regulations of the SEC. In general, a person is deemed to be the beneficial
owner of (i) any shares of the Company’s Common Stock over which such person has sole or shared voting power or investment
power, plus (ii) any shares which such person has the right to acquire beneficial ownership of within 60 days of the above date,
whether through the exercise of options, warrants or otherwise. Applicable percentages are based on 4,250,617 shares of Common
Stock outstanding on the date above, adjusted as required by rules promulgated by the SEC. Except as otherwise indicated, addresses
are c/o PolarityTE, Inc., 4041-T Hadley Road, S. Plainfield, New Jersey 07080.



|Common Stock                                                              |  | Number of Shares of Common Stock Beneficially Owned |           |  | Percentage of Common Stock | 
|------------------------------------------------------------------------- |  | --------------------------------------------------- | --------- |  | -------------------------- | 
|Executive Officers and Directors:                                         |  |                                                     |           |  |                            | 
|Denver Lough                                                              |  |                                                     | 0         |  |                            | 
|Edward Swanson                                                            |  |                                                     | 0         |  |                            | 
|Barry Honig (1)(2)                                                        |  |                                                     | 472,404   |  |                            | 
|Michael Brauser (3)(4)                                                    |  |                                                     | 425,197   |  |                            | 
|John Stetson (5)(6)                                                       |  |                                                     | 421,311   |  |                            | 
|Michael Beeghley (7)                                                      |  |                                                     | 48,011    |  |                            | 
|Mohit Bhansali (8)                                                        |  |                                                     | 96,879    |  |                            | 
|Michael Neumeister                                                        |  |                                                     | 0         |  |                            | 
|Current Executive Officers and Directors as a Group(8 persons)            |  |                                                     | 1,463,802 |  |                            | 
|                                                                          |  |                                                     |           |  |                            | 
|Greater than 5% Holders:                                                  |  |                                                     |           |  |                            | 
|Mark Groussman (9)(10)5154 La Gorce DriveMiami Beach, FL 33140            |  |                                                     | 399,252   |  |                            | 
|                                                                          |  |                                                     |           |  |                            | 
|Frost Gamma Investments Trust (11) (12)4400 Biscayne Blvd.Miami, FL 33137 |  |                                                     | 444,836   |  |                            | 



|* | Represents beneficial ownership of less than 1% of the shares of Common Stock.
|- | ------------------------------------------------------------------------------



(1) Barry
Honig is the Trustee of GRQ Consultants, Inc. 401K (“401K”) and GRQ Consultants, Inc. Roth 401K FBO Barry Honig (“Roth
401K”), and he is the managing member of Marlin Capital Investments, LLC (“Marlin”). In such capacities he is
deemed to hold voting and dispositive power over the securities held by such entities.



(2) Represents
(i) 197,148 shares of Common Stock held by Barry Honig, (ii) 15,179 shares of Common Stock held by 401K, (iii) 18,411 shares of
Common Stock held by Roth 401K, (iv) a restricted stock grant of 66,666 shares of Common Stock granted to Barry Honig, (v) a restricted
stock grant of 87,500 shares pursuant to the 2016 Plan and (iv) an option to purchase 87,500 shares of common stock pursuant to
the 2016 Plan. Excludes (i) 367,647 shares of Common Stock underlying Series A Convertible Preferred Stock held by Mr. Honig, (ii)
25,776 shares of Common Stock underlying Series A Convertible Preferred Stock held by Roth 401K, (iii) 19,608 shares of Common
Stock underlying Series A Convertible Preferred Stock held by Marlin, (iv)262,605 shares of Common Stock underlying shares of Series
B Convertible Preferred Stock held by Mr. Honig, (v) 14,006 shares of Common Stock underlying shares of Series B Convertible Preferred
Stock held by Marlin, (vi) 138,889 shares of Common Stock underlying shares of Series C Convertible Preferred Stock held by 401K
and (vii) 55,555 shares of Common Stock underlying shares of Series D Convertible Preferred Stock held by 401K. Each of the forgoing
classes of preferred stock contains an ownership limitation such that the holder may not convert any of such securities to the
extent that such conversion would result in the holder’s beneficial ownership being in excess of 4.99% of the Company’s
issued and outstanding Common Stock together with all shares owned by the holder and its affiliates.



18







(3) Michael
Brauser is Chairman of the Betsy & Michael Brauser Charitable Family Foundation (“Family Foundation”), Trustee
of Grander Holdings, Inc. 401K (“Grander 401K”) and a Manager of Marlin. In such capacities he is deemed to hold voting
and dispositive power over the securities held by such entities.



(4) Represents
(i) 154,166 shares of Common Stock held by Michael Brauser, (ii) 5,030 shares of Common Stock held by Grander 401K, (iii) 20,833
shares of Common Stock held by Family Foundation, (iv) a restricted stock grant of 66,666 shares of Common Stock granted to Michael
Brauser, (v) a restricted stock grant of 87,500 shares pursuant to the 2016 Plan, (vi) an option to purchase 87,500 shares of Common
Stock pursuant to the 2016 Plan, (vii) an option to purchase 1,587 shares of Common Stock and (viii) an option to purchase 1,915
shares of Common Stock. Excludes (i) 367,647 shares of Common Stock underlying Series A Convertible Preferred Stock held by Michael
Brauser, (iii) 19,608 shares of Common Stock underlying Series A Convertible Preferred Stock held by Marlin, (iv) 262,605 shares
of Common Stock underlying shares of Series B Convertible Preferred Stock held by Michael Brauser, (v) 14,006 shares of Common
Stock underlying shares of Series B Convertible Preferred Stock held by Marlin, (vi) 85,247 shares of Common Stock underlying shares
of Series C Convertible Preferred Stock held by Grander 401K, (vii) 8,333 shares of Common Stock underlying shares of Series D
Convertible Preferred Stock held by Family Foundation and (viii) 36,112 shares of Common Stock underlying shares of Series D Convertible
Preferred Stock held by Grander 401K. Each of the forgoing classes of preferred stock contains an ownership limitation such that
the holder may not convert any of such securities to the extent that such conversion would result in the holder’s beneficial
ownership being in excess of 4.99% of the Company’s issued and outstanding Common Stock together with all shares owned by
the holder and its affiliates.



(5)John Stetson is the President of Stetson Capital Investments, Inc. (“Stetson Capital”), and the Trustee of Stetson
Capital Investments, Inc. Retirement Plan (“Stetson Retirement Plan”). In these capacities, he has voting and dispositive
control over the securities held by such entities. In addition, John Stetson is the Chief
Financial Officer of the Company.



(6)
Represents (i) 157,423 shares of Common Stock held by John Stetson, (ii) 19,444 shares of Common Stock held by Stetson Capital,
(iii) 19,444 shares of Common Stock held by Stetson Retirement Plan, (iv) a restricted stock grant of 50,000 shares of Common Stock
granted to John Stetson, (v) a restricted stock grant of 87,500 shares pursuant to the 2016 Plan, (vi) an option to purchase 87,500
shares of Common Stock pursuant to the 2016 Plan.



(7)
Represents (i) 13,541 shares of Common Stock, (ii) an option to purchase 1,587 shares of Common Stock, (iii) an option to purchase
5,208 shares of Common Stock pursuant to the 2016 Plan, (iv) an option to purchase 1,915 shares of Common Stock, (v) a restricted
stock grant of 8,333 shares of Common Stock, (vi) a restricted stock grant of 5,208 shares pursuant to the 2016 Plan and (vii)
a restricted stock grant of 15,000 shares of Common Stock.



(8)
Represents (i) 30,244 shares of Common Stock, (ii) an option to purchase 9,338 shares of Common Stock, (iii) an option to purchase
1,190 shares of Common Stock, (iv) an option to purchase 25,000 shares of Common Stock pursuant to the 2016 Plan, (v) an option
to purchase 1,915 shares of Common Stock, (vi) a restricted stock grant of 1,078 shares of Common Stock, (vii) a restricted stock
grant of 4,166 shares of Common Stock and (viii) a restricted stock grant of 25,000 shares pursuant to the 2016 Plan.



(9)
Mark Groussman is the President of Melechdavid, Inc. (“Melechdavid”), and the Trustee of each of the Erica and Mark
Groussman Foundation, Inc. (“Groussman Foundation”), and the Melechdavid Inc., Retirement Plan (“Melechdavid
Retirement Plan”). In such capacities, he has voting and dispositive control over the securities held by such entities.



(10)
Represents (i) 158,100 shares of Common Stock held by Melechdavid, (ii) 25,000 shares of Common Stock held by Groussman Foundation,(iii)
105,041 shares of Common Stock held by Melechdavid Retirement Plan and (iv) 111,111 shares of Common Stock underlying shares of
Series C Convertible Preferred Stock held by Melechdavid.



(11)
Dr. Phillip Frost, M.D. is the trustee of Frost Gamma Investments Trust (“FGIT”). Frost Gamma L.P. is the sole and
exclusive beneficiary of FGIT. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma
L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is the sole shareholder
of Frost-Nevada Corporation. Dr. Frost disclaims beneficial ownership of these securities, except to the extent of any pecuniary
interest therein and this report shall not be deemed an admission that Dr. Frost is the beneficial owner of these securities for
purposes of Section 16 or for any other purpose.



(12)
Represents (i) 242,640 shares of Common Stock, (ii) 194,451 shares of Common Stock underlying shares of Series A Convertible Preferred
Stock and (iii) 7,745 shares of Common Stock underlying shares of Series B Convertible Preferred Stock. Excludes (i) 254,860 shares
of Common Stock underlying shares of Series B Convertible Preferred Stock, (ii) 69,445 shares of Common Stock underlying shares
of Series C Convertible Preferred Stock and (iii) 55,555 shares of Common Stock underlying shares of Series D Convertible Preferred
Stock. Each of the forgoing classes of preferred stock contains an ownership limitation such that the holder may not convert any
of such securities to the extent that such conversion would result in the holder’s beneficial ownership being in excess of
9.99% of the Company’s issued and outstanding Common Stock together with all shares owned by the holder and its affiliates.



Change in Control



The Company is not aware of any arrangement
that might result in a change in control in the future. The Company has no knowledge of any arrangements, including any pledge
by any person of our securities, the operation of which may at a subsequent date result in a change in the Company’s control.



19









Equity Compensation Plan Information (as of October 31, 2016)



|                                                           |  | (a)                                                                                         |         |     | (b)                                                                         |   |      | (c)                                                                                                                                       | 
|---------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- | ------- | --- | --------------------------------------------------------------------------- | - | ---- | ----------------------------------------------------------------------------------------------------------------------------------------- | 
|Plan Category                                              |  | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |         |     | Weighted-average Exercise Price of Outstanding Options, Warrants and Rights |   |      | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding SecuritiesReflected in Column (a) | 
|Equity compensation plans approved by security holders     |  |                                                                                             | 390,525 | (1) |                                                                             | $ | 6.02 |                                                                                                                                           | 
|Equity compensation plans not approved by security holders |  |                                                                                             | 0       |     |                                                                             |   | 0    |                                                                                                                                           | 
|Total                                                      |  |                                                                                             | 390,525 | (1) |                                                                             | $ | 6.02 |                                                                                                                                           | 



| | (1) | 18,947 securities are pursuant to the 2004 Plan, 11,490 securities are pursuant to the 2014 Plan, 30,924 securities are issued pursuant to the 2015 Plan and 329,164 securities are issued pursuant to the 2016 Plan.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS AND DIRECTOR INDEPENDENCE



Transactions with Related Persons



Parties are considered related to the Company
if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control
with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families
of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or
can significantly influence the management or operating policies of the other to an extent that one of the transacting parties
might be prevented from fully pursuing its own separate interests. As required by SEC rules, the Company discloses all related
party transactions in which the amount involved exceeds the lesser of $120,000 or 1% of the average of the smaller reporting company’s
total assets at year-end for the last two fiscal years. During the fiscal year ended October 31, 2016, the Company had no such
related party transactions.



Policy for Review of Related Party Transactions



The Company has a formal written policy governing
the review and approval of related person transactions, which is posted under the heading “Corporate Governance” of
the Investor Relations section of our website at www.polarityte.com. For purposes of this policy, consistent with The NASDAQ
Stock Market rules, the terms “related person” and “transaction” are as defined in Item 404(a) of Regulation
S-K under the Securities Act of 1933, as amended. The policy provides that each director and executive officer shall promptly notify
our General Counsel of any transaction involving the Company and a related person. Such transaction will be presented to and reviewed
by the Nominating and Governance Committee for approval, ratification or such other action as may be appropriate. The Nominating
and Governance Committee shall approve only those related person transactions that are determined to be in, or not inconsistent
with, the best interests of the Company and its stockholders, taking into account all available facts and circumstances as the
Nominating and Governance Committee determines in good faith to be necessary. These facts and circumstances will typically include,
but not be limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated
third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction, whether
there are any compelling business reasons for the Company to enter into the transaction, whether the transaction would impair the
independence of an otherwise independent director and whether the transaction would present an improper conflict of interest for
any director or executive officer, taking into account the size of the transaction, the overall financial position of the director,
executive officer or other related person, the direct or indirect nature of the director’s, executive officer’s or
other related person’s interest in the transaction and the ongoing nature of the proposed relationship. In reviewing and
approving such transactions, the Nominating and Governance Committee shall obtain, or shall direct management to obtain on its
behalf, all information that the Nominating and Governance Committee believes to be relevant and important to review prior to its
decision as to whether to approve any such transaction.



The Board may adopt any further policies and
procedures relating to the approval of related person transactions that it deems necessary or advisable from time to time.



Director Independence



Our common stock is listed on The NASDAQ Capital
Market. Under applicable NASDAQ rules, each of Messrs. Beeghley, Bhansali and Brauser would be considered an independent director.



20







ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



The following table sets forth fees billed
to us by our independent auditors for the years ended October 31, 2016 and 2015 for (i) services rendered for the audit of our
annual financial statements and the review of our quarterly financial statements, (ii) services rendered that are reasonably related
to the performance of the audit or review of our financial statements that are not reported as Audit Fees, and (iii) services rendered
in connection with tax preparation, compliance, advice and assistance.



|                   |  | 2016 |         |  | 2015 |  
|------------------ |  | ---- | ------- |  | ---- | -
|Audit Fees         |  | $    | 143,090 |  |      | $
|Audit Related Fees |  |      | —       |  |      |  
|Tax Fees           |  |      | —       |  |      |  
|Other Fees         |  |      | —       |  |      |  
|Total Fees         |  | $    | 143,090 |  |      | $



Audit Fees



Consist of fees billed for professional services
rendered for the audit of our financial statements and review of interim consolidated financial statements included in quarterly
reports and services that are normally provided by the principal accountants in connection with statutory and regulatory filings
or engagements.



Audit Related Fees



Consist of fees billed for assurance and related
services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are
not reported under “Audit Fees.”



Tax Fees



Consist of fees billed for professional services
for tax compliance, tax advice and tax planning. These services include preparation of federal and state income tax returns.



All Other Fees



Consist of fees for product and services other
than the services reported above.



Audit Committee Pre-approval Policies and
Procedures



Our Audit Committee assists the Board in overseeing
and monitoring the integrity of the Company’s financial reporting process, its compliance with legal and regulatory requirements
and the quality of its internal and external audit processes. The role and responsibilities of the Audit Committee are set forth
in a written charter adopted by the Board, which is available on our website at www.polarityte.com. The Audit Committee
is responsible for selecting, retaining and determining the compensation of our independent public accountant, approving the services
they will perform, and reviewing the performance of the independent public accountant. The Audit Committee reviews with management
and our independent public accountant our annual financial statements on Form 10-K and our quarterly financial statements on Forms
10-Q. The Audit Committee reviews and reassesses the charter annually and recommends any changes to the Board for approval. The
Audit Committee is responsible for overseeing our overall financial reporting process. In fulfilling its responsibilities for the
financial statements for fiscal year 2016, the Audit Committee took the following actions:



| | ● | reviewed and discussed the audited financial statements for the fiscal year ended October 31, 2016 with management and EisnerAmper LLP (“EisnerAmper”), our independent public accountant;                                                                                                                                                                                                                                                                                                                         
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ● | discussed with EisnerAmper the matters required to be discussed in accordance with the rules set forth by the Public Company Accounting Oversight Board (“PCAOB”), relating to the conduct of the audit; and                                                                                                                                                                                                                                                                                                       
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ● | received written disclosures and the letter from EisnerAmper regarding its independence as required by applicable requirements of the PCAOB regarding EisnerAmper’s communications with the Audit Committee and the Audit Committee further discussed with EisnerAmper its independence. The Audit Committee also considered the status of pending litigation, taxation matters and other areas of oversight relating to the financial reporting and audit process that the Audit Committee determined appropriate.



Our Audit Committee approved all services that
our independent accountants provided to us in the past two fiscal years.



21









ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 10-K/A



The following documents are filed as exhibits:



31.1 Certificate under Section 302 of the Sarbanes-Oxley Act of
2002 of the Chief Executive Officer.



31.1 Certificate under Section 302 of the Sarbanes-Oxley Act of
2002 of the Chief Financial Officer.



22







SIGNATURES



Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.







|  | PolarityTE, Inc.      
|- | ----------------------
|  |                       
|  | By:                   
|  |                       
|  |                       
|  |                       
|  | Date: January 30, 2017
|  |                       
|` | By:                   
|  |                       
|  |                       
|  |                       
|  | Date: January 30, 2017



Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.



|Signature            |  | Title                                                                |  | Date            
|-------------------- |  | -------------------------------------------------------------------- |  | ----------------
|                     |  |                                                                      |  |                 
|/s/ Denver Lough     |  | Chief Executive Officer and Chairman of the Board of Directors       |  | January 30, 2017
|Denver Lough         |  | (Principal Executive Officer)                                        |  |                 
|                     |  |                                                                      |  |                 
|/s/ John Stetson     |  | Chief Financial Officer (Principal Financial and Accounting Officer) |  | January 30, 2017
|John Stetson         |  |                                                                      |  |                 
|                     |  |                                                                      |  |                 
|/s/ Edward Swanson   |  | Chief Operating Officer and Director                                 |  | January 30, 2017
|Edward Swanson       |  |                                                                      |  |                 
|                     |  |                                                                      |  |                 
|/s/ Michael Beeghley |  | Director                                                             |  | January 30, 2017
|Michael Beeghley     |  |                                                                      |  |                 
|                     |  |                                                                      |  |                 
|/s/ Mohit Bhansali   |  | Director                                                             |  | January 30, 2017
|Mohit Bhansali       |  |                                                                      |  |                 
|                     |  |                                                                      |  |                 
|/s/ Barry Honig      |  | Director                                                             |  | January 30, 2017
|Barry Honig          |  |                                                                      |  |                 
|                     |  |                                                                      |  |                 
|/s/ Michael Brauser  |  | Director                                                             |  | January 30, 2017
|Michael Brauser      |  |                                                                      |  |                 



23