BIOSTAGE, INC. (NASDAQ:BSTG) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03
On May 24, 2019, following the 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of Biostage, Inc. (the “Company”), the Company filed a Certificate of Amendment (the “Charter Amendment”) to its Amended and Restated Certificate of Incorporation with the Secretary of State for the State of Delaware. The Charter Amendment decreased the number of authorized shares of the Company’s common stock from 120,000,000 to 60,000,000. The Charter Amendment became effective on May 24, 2019.
The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
On May 24, 2019, the Company held the Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the following proposals:
(i) the election of two Class III Directors for a three-year term, such term to continue until the Company’s annual meeting of stockholders in 2022 and until such respective Director’s successor is duly elected and qualified or until his earlier resignation or removal;
(ii) the ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019; and
(iii) the approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to decrease the number of authorized shares of the Company’s common stock to 60,000,000.
The voting results are reported below.
Proposal 1 – Election of Directors
Jason Jing Chen and Matthew Dallas were each elected as a Class III Director for a three-year term, such term to continue until the annual meeting of stockholders in 2022 and until such respective Director’s successor is duly elected and qualified or until his 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:
(d) Exhibits.
| 3.1 | Amendment to Amended and Restated Certificate of Incorporation of the Company. |
Biostage, Inc. Exhibit
EX-3.1 2 tv522547_ex3-1.htm EXHIBIT 3.1 EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Pursuant to Section 242 of the General Corporation Law of the State of Delaware Biostage,…
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About BIOSTAGE, INC. (NASDAQ:BSTG)
Biostage, Inc., formerly Harvard Apparatus Regenerative Technology, Inc., is a biotechnology company. The Company is engaged in developing bioengineered organ implants based on its Cellframe technology. Its Cellframe technology consists of a biocompatible scaffold that is seeded with the recipient’s own cells. It is developing its Cellframe technology to treat life-threatening conditions of the esophagus, trachea or bronchus that are caused due to cancer, infection, trauma or congenital abnormalities. Its Cellframe technology is engineered to stimulate the body’s signaling pathways and natural healing process to regenerate and restore organ function. Its Cellframe technology platform is used to create organ specific Cellspan implants. Its product candidates are in development and have not yet received regulatory approval for sale anywhere in the world.
