(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
¨
*The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other
provisions of the Act (however, see the Notes).
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1
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NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Jinhui Liu
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2
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
China
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
368,318 shares
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8
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SHARED VOTING POWER
0 shares
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9
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SOLE DISPOSITIVE POWER
368,318 shares
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10
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SHARED DISPOSITIVE POWER
0 shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
368,318 shares of common stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES --
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
12.9% (See Item 5)
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14
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TYPE OF REPORTING PERSON
IN
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Item 1.
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Security and Issuer.
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This statement relates to the common stock,
$0.01 par value (the “Common Stock”) of Biostage, Inc. (the “Issuer”), having its principal executive office
at 84 October Hill Road, Suite 11, Holliston, MA 01746.
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Item 2.
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Identity and Background.
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(a) This
statement is being filed by Jinhui Liu, an individual, who is referred to as the “Reporting Person.”
(b) The
address of the principal business office of the Reporting Person is c/o Biostage, Inc., 84 October Hill Road, Suite 11, Holliston,
MA 01746.
(c) The
present principal occupation of the Reporting Person is to make, hold, and dispose of equity and equity related investments.
(d) During
the five years prior to the date hereof, the Reporting Person has not been convicted in a criminal proceeding.
(e) During
the five years prior to the date hereof, the Reporting Person has not been a party to a civil proceeding ending in a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) The
Reporting Person is a Chinese citizen.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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On February 2, 2018, the Issuer entered
into a Securities Purchase Agreement (the “Purchase Agreement”) with the Reporting Person, pursuant to which the Issuer
agreed to issue to the Reporting Person in a private placement (the “Private Placement”) 302,115 shares of its common
stock, par value $0.01 per share (the “Common Stock”) at a purchase price of $3.31 per share. On February 20, 2018,
the Issuer and the Reporting Person closed the Private Placement. In accordance with the Purchase Agreement, the Issuer issued
to the Reporting Person 302,115 shares of Common Stock. The Reporting Person had previously acquired 66,203 shares of Common Stock
in open market purchases that occurred prior to the start of negotiations relating to the Private Placement.
The personal funds of the Reporting Person was the source of
the funds for the purchase of the Common Stock. No part of the purchase price of the securities was represented by funds or other
consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading, or voting the securities.
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Item 4.
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Purpose of Transaction.
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The Reporting Person acquired the securities for strategic investment
purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors,
the Reporting Person may dispose of or acquire additional shares of the Issuer.
Except as set forth above, the Reporting Person has no present
plans which relate to or would result in:
(a) The
acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An
extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A
sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) Any
change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
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(e) Any
material change in the present capitalization or dividend policy of the Issuer;
(f) Any
other material change in the Issuer’s business or corporate structure;
(g) Changes
in the
Issuer’s
charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Issuer by any person;
(h) Causing
a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities association;
(i) A
class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) Any
action similar to any of those enumerated above.
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Item 5.
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Interest in Securities of the Issuer.
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(a) The
Reporting Person is the record owners of the securities set forth on the cover sheet hereto.
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The percentage of outstanding Common Stock which may be deemed to be beneficially owned by the Reporting Person is set forth on Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated based on the approximately 2.56 million shares of Common Stock outstanding immediately prior to the Private Placement, plus the 302,115 shares of Common Stock issued in the Private Placement.
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(b) Regarding
the number of shares as to which such person has:
(i) sole
power to vote or to direct the vote: See line 7 of the cover sheets.
(ii) shared
power to vote or to direct the vote: See line 8 of the cover sheets.
(iii) sole
power to dispose or to direct the disposition: See line 9 of the cover sheets.
(iv) shared
power to dispose or to direct the disposition: See line 10 of the cover sheets.
(c) Except
as set forth in Item 3 above, the Reporting Person has not effected any transaction in the Common Stock during the last 60 days.
(d) No
other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the
sale of, securities beneficially owned by the Reporting Person.
(e) Not
applicable.
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Item 6.
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Contracts, Arrangements, Undertakings or Relationships
with Respect to Securities of the Issuer.
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As described in Item 3 above, the Reporting Person entered into
the Purchase Agreement with the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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None.
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SIGNATURES
After reasonable inquiry and to the best
of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 22, 2018
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/s/ Jinhui Liu
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Jinhui Liu
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