Current Report Filing (8-k)
06 April 2023 - 4:11PM
Edgar (US Regulatory)
0001563665
false
0001563665
2023-03-31
2023-03-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): March 31, 2023
BIOSTAGE,
INC.
(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 |
| (Address
of principal executive offices) |
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 |
| N/A |
|
N/A |
|
N/A |
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 ☐
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. ☐
| Item
1.01. |
Entry
Into a Material Definitive Agreement. |
On
March 31, 2023, Biostage, Inc. (the “Company”) entered into Securities Purchase Agreements (each a “Purchase Agreement”)
with certain investors (the “Investors”) pursuant to which the Investors agreed to purchase in a private placement an aggregate
of 1,000,967 shares of common stock for the aggregate purchase price of $6 million and a purchase price per unit of $6.00 (the “Private
Placement”). The Company has received an aggregate of $3.6 million gross proceeds from the Private Placement through April
5, 2023, and expects to receive the remaining subscription amounts in the aggregate of $2.4 million promptly following such
date.
The
Purchase Agreements include customary representations, warranties and covenants.
The
representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the
Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between
the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different
from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the form of Purchase Agreement
is included with this filing only to provide investors with information regarding the terms of transaction, and not to provide investors
with any other factual information regarding the Company. Stockholders should not rely on the representations, warranties and covenants
or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries
or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of
the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
The
form of Purchase Agreement is filed as Exhibits 10.1 to this Current Report on Form 8-K. The foregoing summaries of the terms of these
documents are subject to, and qualified in their entirety by, such documents, which are incorporated into this Item 1.01 by reference.
On
April 6, 2023, Biostage, Inc. issued a press release announcing the Private Placement. The press release is furnished as Exhibit 99.1
and incorporated herein by reference.
| Item
3.02. |
Unregistered
Sale of Equity Securities. |
The
information contained above in Item 1.01 related to the Private Placement is hereby incorporated by reference into this Item 3.02.
The
shares of common stock issued to the Investors were and will be 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 an accredited investor, and in reliance on similar exemptions under applicable state laws.
The
shares of common stock issued for the preferred stock conversion were 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 an accredited investor, and in reliance on similar exemptions under applicable state laws.
In connection with the Private Placement, as of the date the Company has received $4.0 million in aggregate proceeds in such Private Placement,
all of the Company’s outstanding Series E Preferred Stock and related accrued dividends will be converted into shares of common
stock at a conversion price of $6.00 per share. The Company anticipates that such conversion will result in approximately 675,000 shares
of common stock being issued to the holder of the Series E Preferred Stock. Following such conversion, there will be no shares of Series
E Preferred Stock outstanding.
| Item 9.01 |
Financial Statements and Exhibits. |
(d)
Exhibits.
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.
| |
|
BIOSTAGE,
INC. |
| |
|
(Registrant) |
| |
|
|
| April
6, 2023 |
|
/s/
Junli He |
| (Date) |
|
Junli
He |
| |
|
Chief
Executive Officer |
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