Current Report Filing (8-k)
December 10 2019 - 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):
December 4, 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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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
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 December 4, 2019, following the assignment by DST Capital
LLC of certain of its December 2017 Warrants (the “Assigned Warrants”) to an investor, the investor who acquired the
Assigned Warrants exercised them. In connection with such exercise, the Company issued an aggregate of 200,000 shares of its common
stock to the investor. The Assigned Warrants were exercised in exchange for the payment to the Company of an aggregate cash exercise
price of $400,000. 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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December 10, 2019
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/s/ James McGorry
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(Date)
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James McGorry
Chief Executive Officer
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