BIOSTAGE, INC. (NASDAQ:BSTG) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item5.03

On April 26, 2017, following the 2017 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 increased the number of
authorized shares of the Companys common stock from 60,000,000 to
120,000,000. The Charter Amendment became effective on April 26,
2017.

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 April 26, 2017, the Company held the Annual Meeting. At the
Annual Meeting, the Companys stockholders voted on the following
proposals:

(i) the election of one Class I Director for a three-year term,
such term to continue until the Companys annual meeting of
stockholders in 2020 and until such Directors successor is duly
elected and qualified or until his earlier resignation or
removal;

(ii) the ratification of the appointment of KPMG LLP as the
Companys independent registered public accounting firm for the
fiscal year ending December 31, 2017;

(iii) the approval of an amendment to the Companys Amended and
Restated Certificate of Incorporation to increase the number of
authorized shares of the Companys common stock to 120,000,000;

(iv) the approval of an amendment to the Companys Amended and
Restated Certificate of Incorporation to effect a reverse stock
split of the shares of the Companys common stock at a ratio of
not less than 1-for-2 and not greater than 1-for-20, with the
exact ratio of, effective time of and decision whether or not to
implement a reverse stock split to be determined by the Companys
Board of Directors; and

(v) the approval of an amendment to the Companys 2013 Equity
Incentive Plan (the 2013 Plan) to increase the number of shares
of the Companys common stock available for issuance to the 2013
Plan by 4,000,000 shares.

The voting results are reported below.

Proposal 1 – Election of Directors

James J. McGorry was elected as a Class I Director for a
three-year term, such term to continue until the annual meeting
of stockholders in 2020 and until such Directors 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:

Proposal 2 – Ratification of the Appointment of KPMG
LLP

The appointment of KPMG LLP as the Companys independent
registered public accounting firm for the fiscal year ending
December31, 2017 was ratified. There were no broker non-votes on
this proposal. The results of the vote were as follows:

Proposal 3 – Amendment to Amended and Restated
Certificate of Incorporation Authorized Common Stock
Increase

The amendment to the Companys Amended and Restated Certificate of
Incorporation to increase the number of authorized shares of
common stock to 120,000,000 was approved. There were no broker
non-votes on this proposal. The results of the vote were as
follows:

Proposal 4 Authority to Amend the Amended and
Restated Certificate of Incorporation Reverse Stock
Split

The amendment to the Companys Amended and Restated Certificate of
Incorporation to effect a reverse stock split of the shares of
the Companys common stock at a ratio of not less than 1-for-2 and
not greater than 1-for-20, with the exact ratio of, effective
time of and decision whether or not to implement a reverse stock
split to be determined by the Companys Board of Directors, was
approved. There were no broker non-votes on this proposal. The
results of the vote were as follows:

Proposal 5 – Amendment to 2013 Equity Incentive
Plan

The amendment to the 2013 Plan to increase the number of shares
of the Companys common stock available for issuance to the 2013
Plan by 4,000,000 shares was approved. The results of the vote
were as follows:

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.

BIOSTAGE, INC. (NASDAQ:BSTG) Recent Trading Information

BIOSTAGE, INC. (NASDAQ:BSTG) closed its last trading session down -0.003 at 0.316 with 313,226 shares trading hands.