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): May 18, 2016

 

 

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))

  

 

 

 

Item 1.01   Entry into a Material Definitive Agreement.

 

On May 15, 2016, Biostage, Inc. (“Biostage” or the “Company”) entered into an engagement letter (the “Engagement Letter”) with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which Wainwright agreed to serve as exclusive placement agent for the issuance and sale of 2,836,880 shares (the “Common Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a purchase price of $1.7625 per share, and warrants to purchase 1,418,440 shares of Common Stock (the “Warrants”). On May 18, 2016, the Company entered into an Amendment to the Engagement Letter (the “Amendment”) with Wainwright. Pursuant to the Amendment, Wainwright will no longer be entitled to receive a cash fee equal to 7% of cash exercise price proceeds received by the Company in connection with the exercise of the Warrants.

 

The Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summary is subject to, and qualified in its entirety by, the text of the Amendment, which is incorporated herein by reference.

   

Item 9.01.   Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number 		  Title
10.1   Amendment to Engagement Letter between Biostage, Inc. and Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC, dated May 18, 2016

  

 

 

 

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)
     
May 20, 2016   /s/   Thomas McNaughton
(Date)   Thomas McNaughton
Chief Financial Officer

 

 

 

 

INDEX TO EXHIBITS

 

Exhibit

Number

  Description of Exhibit
10.1   Amendment to Engagement Letter between Biostage, Inc. and Rodman & Renshaw, a unit of H.C. Wainwright & Co.,  LLC, dated as of May 18, 2016

  

 

 

 

Exhibit 10.1

 

 

 

May 18, 2016

 

STRICTLY CONFIDENTIAL

 

Biostage, Inc.

84 October Hill Road

Suite 11

Holliston, MA 01746

Attn: James McGorry, President and Chief Executive Officer

 

Dear Mr. McGorry:

 

 

Reference is made to the Investment Banking Agreement, dated May 15, 2016 (the “ Investment Banking Agreement ”), by and between Biostage, Inc. (the “ Company ”) and Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC (“ Rodman ”) pursuant to which Rodman shall serve as the exclusive agent for the Company in connection with the offering of Securities in an Offering. Terms used herein but not defined herein shall have the meanings ascribed to such terms in the Investment Banking Agreement.

 

The Company and Rodman hereby agree to amend Section A, Paragraph 1 of the Investment Banking Agreement to clarify the provision. As such, Section A, Paragraph of the Investment Banking Agreement is amended and restated as follows:

 

“Cash Fee. The Company shall pay to Rodman a cash fee, or as to an underwritten Offering an underwriter discount, equal to 7% of the aggregate gross proceeds raised in each Offering.”

 

Except as expressly set forth above, all of the terms and conditions of the Investment Banking Agreement shall continue in full force and effect after the execution of this agreement and shall not be in any way changed, modified or superseded by the terms set forth herein.

 

This agreement may be executed in two or more counterparts and by facsimile or “.pdf” signature or otherwise, and each of such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the same agreement.

 

 

 

 

430 Park Avenue | New York, New York 10022 | 212.356.0500

Security services provided by H.C. Wainwright & Co., LLC | Member: FINRA/SIPC

 

 

 

  

  Very truly yours,
     
  RODMAN & RENSHAW, A UNIT OF H.C. WAINWRIGHT & CO., LLC
     
     
  By /s/ Mark W. Viklund
  Name: Mark W. Viklund
  Title: Chief Executive Officer

 

 

Accepted and Agreed:

 

biostage, inc. 

 

By /s/ Thomas McNaughtan  
  Name: Thomas McNaughtan  
  Title: Chief Financial Officer