Washington, D.C. 20549






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



(Exact name of registrant as specified in its charter)


Delaware 001-35853 45-5210462
(State or other jurisdiction
of incorporation) 
(Commission File Number)  (IRS Employer Identification No.) 


84 October Hill Road, Suite 11, Holliston, MA 01746
(Address of principal executive offices) (Zip Code)


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:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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


Title of each class Trading Symbol(s) Name of each exchange on which registered


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. Unregistered Sale of Equity Securities.


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.







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.


December 10, 2019   /s/   James McGorry
(Date)   James McGorry
Chief Executive Officer





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