BIOSTAGE, INC. (NASDAQ:BSTG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 29, 2018, James E. Shmerling, the President and Chief Executive Officer of Connecticut Children’s Medical Center (“Connecticut Children’s”), joined the Board of Directors (the “Board”) of Biostage, Inc. (the “Company”). Dr. Shmerling was also appointed to be member of the Audit Committee of the Board. The appointments to the Board and the Audit Committee were effective immediately.
As previously disclosed, on December 27, 2017, the Company entered into a Securities Purchase Agreement with the investors listed therein (the “Investors”), to which the Investors purchased in a private placement (the “Private Placement”) from the Company (i) 518,000 shares of the Company’s common stock, (ii) 3,108 shares of the Company’s Series D Convertible Preferred Stock, and (iii) warrants to purchase 3,108,000 shares of the Company’s common stock. In connection with the Private Placement, the Company agreed to grant board representation and nomination rights to the Investors and their affiliates, such that the director nominees of the Investors would constitute a majority of the Company’s board of directors, but no more than is necessary to constitute such a majority. Dr. Shmerling was appointed to such nomination rights.
Also as previously disclosed, on January 3, 2018, to a Securities Purchase Agreement between the Company and Connecticut Children’s, the Company closed on a private placement (the “Connecticut Children’s Private Placement”) to which the Company issued to Connecticut Children’s (i) 50,000 shares of the Company’s common stock at a purchase price of $2.00 per share and (ii) warrants to purchase 75,000 shares of the Company’s common stock, with an exercise price of $2.00 per warrant.
Dr. Shmerling does not have any family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or officer. Other than the Connecticut Children’s Private Placement, there are no transactions in which Dr. Shmerling has an interest requiring disclosure to Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Biostage, Inc. ExhibitEX-99.1 2 tv489138_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Biostage Names Distinguished Children’s Hospital Executive James Shmerling to its Board of Directors Holliston,…To view the full exhibit click here
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.
