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 16, 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 1.01. Entry Into a Material Definitive Agreement.


On December 16, 2019, Biostage, Inc. (the “Company”) entered into amendments to certain of its outstanding warrants to purchase common stock that were issued in the Company’s private placement that closed on June 12, 2019. The warrants that were amended relate to the purchase of up to an aggregate amount of 345,174 shares of common stock. Prior to the amendments, the warrants were exercisable until December 17, 2019, being the date that is seven (7) weeks after the filing date of the Company’s first Investigational New Drug application with the US Food and Drug Administration. The Company agreed to extend this exercise period in each of the amended warrants such that the exercise termination date is now April 30, 2020. The form of the warrant amendment is filed as Exhibit 4.1 to this Current Report on Form 8-K.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.



Number Title
4.1 Form of Amendment to Common Stock Purchase Warrant







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 18, 2019   /s/   James McGorry
(Date)   James McGorry
Chief Executive Officer




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