Current Report Filing (8-k)
June 22 2020 - 4:02PM
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):
June 18, 2020
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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Securities registered pursuant to Section 12(b) of the Act:
None
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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 5.07
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Submission of Matters
to a Vote of Security Holders.
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On June 18, 2020, Biostage, Inc., or the Company, held its Annual
Meeting of Stockholders, or the Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the following
proposals:
(i) the election of one Director Nominee
as a Class I Director, nominated by the Board of Directors, for a three-year term, such term to continue until the annual meeting
of stockholders in 2023 and until such Director’s successor is duly elected and qualified or until his earlier resignation
or removal;
(ii) the ratification of the appointment
of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020;
and
(iii) the approval of the Amended and
Restated Equity Incentive Plan to, among other things, increase the number of shares of the Company’s common stock available
for issuance pursuant to its 2013 Equity Incentive Plan by 3,000,000 shares.
The voting results are reported below.
Proposal 1 - Election of Director
James Shmerling, DHA, FACHE, was elected as a Class I
Director for a three-year term, such term to continue until the annual meeting of stockholders in 2023 and until such Director’s
successor is duly elected and qualified or until his earlier resignation or removal. Due to the plurality election, votes could
only be cast in favor of or withheld from the nominee and thus votes against were not applicable. The results of the election were
as follows:
Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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James Shmerling
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4,428,456
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8,593
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1,357,748
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Proposal 2 - Ratification of the
Appointment of RSM US LLP
The appointment of RSM US LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2020 was ratified. There were no broker non-votes
on this proposal. The results of the vote were as follows:
Votes For
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Votes Against
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Votes Abstained
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5,782,860
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4,843
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7,094
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Proposal 3 – Amended and Restated
Equity Incentive Plan
The approval of the Amended and Restated Equity Incentive Plan
to, among other things, increase the number of shares of the Company’s common stock available for issuance pursuant to its
2013 Equity Incentive Plan by 3,000,000 shares was approved. The results of the votes were as follow:
Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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4,135,355
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294,422
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7,272
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1,357,748
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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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June 22, 2020
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/s/ Hong Yu
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(Date)
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Hong Yu
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President
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