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 16, 2019

 

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 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.

 

Exhibit

Number Title
4.1 Form of Amendment to Common Stock Purchase Warrant

 

2

 

 

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

 

 

3

EXHIBIT 4.1

 

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

AMENDMENT TO COMMON STOCK PURCHASE WARRANT

 

BIOSTAGE, INC.

 

Warrant Shares: _______________    

 

This amendment to Common Stock Purchase Warrant, dated as of December 16, 2019 (this “Amendment”), to that certain Common Stock Purchase Warrant dated as of June 12, 2019 and executed by Biostage, Inc. (the “Company” and delivered to the warrant holder _______________ (the “Holder”).

 

RECITALS

 

WHEREAS, the Holder is the record and beneficial owner of the Warrant as of the date hereof;

 

WHEREAS, pursuant to Section 5(l) of the Warrant, this Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder;

 

WHEREAS, the Company and the Holder wish to amend the Warrant in accordance with the terms hereof.

 

AGREEMENT

 

1. Amendment to Section 1 of the Warrant with the definition of Termination Date being updated:

 

a. Amendment From: “Termination Date” means the earlier to occur of (i) 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, and (ii) the five (5) year anniversary of the date of issuance of this Warrant.

 

b. Amendment To: “Termination Date” means April 30, 2020.

 

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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

  

 

Biostage, Inc.    
     

 

By: ___________________________

   
Name: James McGorry    

Title:   Chief Executive Officer

 

   
     
     
Holder    
     

 

By: ___________________________

   
Name:    
Title:       
     
     

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