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): June 22, 2022
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 ¨
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 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 22, 2022, Biostage, Inc., or the Company, held its Annual Meeting of Stockholders, or the Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the following proposals: (i) the election of two Director Nominees as a Class III Directors, each nominated by the Board of Directors for a three-year term, such term to continue until the annual meeting of stockholders in 2025 and until such Director’s successor is duly elected and qualified or until their earlier resignation or removal, (ii) the approval, on a non-binding advisory basis, of the compensation of our named executive officers, and (iii) the approval, on a non-binding advisory basis, of the frequency of future non-binding advisory votes on the compensation of our named executive officers. The voting results for the matters submitted to a stockholder vote at the Annual Meeting are reported below.
Proposal 1 - Election of Directors
On such election of director proposal, each of Jason Jing Chen and Herman Sanchez were elected as Class III Directors, each for a three-year term, such term to continue until the annual meeting of stockholders in 2025 and until such Director’s successor is duly elected and qualified or until their earlier resignation or removal. Due to the plurality election, votes could only be cast in favor of or withheld from the nominee and thus votes against were not applicable. The results of the election were as follows:
| Name | Votes For | Votes Withheld |
Broker Non-Votes | |||||||||
| Jason Jing Chen | 7,668,383 | 11,776 | 0 | |||||||||
| Herman Sanchez | 7,670,505 | 9,654 | 0 | |||||||||
Proposal 2 – Approval, by Non-Binding Advisory Vote, of the Compensation of our Named Executive Officers
The compensation of the Company’s named executive officers was approved, by a non-binding advisory vote, as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||||
| 7,561,012 | 15,553 | 103,594 | 0 | ||||||||||
Proposal 3 – Approval, by Non-Binding Advisory Vote, of the Frequency of Future Non-Binding Advisory Votes on the Compensation of our Named Executive Officers
The frequency of the shareholder vote to approve the compensation of the Company’s named executive officers was recommended to be 1 year, by a non-binding advisory vote, as follows:
| 1 Year | 2 Years | 3 years | Votes Abstained | Broker Non-Votes | ||||||||||||||
| 7,539,731 | 1,684 | 28,038 | \110,706 | 0 | ||||||||||||||
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) | ||
| June 22, 2022 | /s/ David Green | |
| (Date) | David Green | |
| Interim Chief Executive Officer |