Current Report Filing (8-k)
April 29 2019 - 4:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 24, 2019
BIOSTAGE,
INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-35853
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45-5210462
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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84 October Hill Road, Suite 11, Holliston, MA
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01746
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including
area code:
(774) 233-7300
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
x
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Item 3.02.
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Unregistered Sale of Equity Securities.
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As previously reported, on December 27,
2017, Biostage, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “December 2017 Purchase
Agreement”) with certain investors (the “December 2017 Investors”). Pursuant to and simultaneously with the execution
of the December 2017 Purchase Agreement, among other securities then issued, the Company issued warrants to purchase 3,108,000
shares of Common Stock with an exercise price of $2.00 per share to the December 2017 Investors (the “December 2017 Warrants”).
On April 24, 2019, the Company instructed
its transfer agent to issue 250,000 shares of its common stock to DST Capital, LLC, one of the December 2017 Investors, in connection
with the exercise by such investor of a portion of the December 2017 Warrants. Such warrants are being exercised in exchange for
the payment to the Company of the aggregate cash exercise price of $500,000. The shares were sold and issued without registration
under the Securities Act in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions
not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance
on similar exemptions under applicable state laws.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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BIOSTAGE, INC.
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(Registrant)
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April 29, 2019
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/s/ Thomas McNaughton
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(Date)
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Thomas McNaughton
Chief Financial Officer
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