BIOSTAGE, INC. (NASDAQ:BSTG) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On February 2, 2018, Biostage, Inc. (“the Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Jinhui Liu (the “Investor”) to which the Investor agreed to purchase in a private placement (the “Private Placement”), and the Company agreed to issue, 302,115 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at a purchase price of $3.31 per share. to the terms of the Purchase Agreement, on February 2, 2018, the Investor paid a $100,000 deposit towards the purchase price for the Private Placement. The Private Placement is expected to close later this month.
The Purchase Agreement includes customary representations, warranties and covenants. The shares of Common Stock to be issued to the Investor will be sold and issued without registration under the Securities Act in reliance on the exemptions provided by Section4(a)(2)of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.
The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties and covenants (i)are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii)may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Stockholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
The Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form8-K. The foregoing summary of the terms of the Purchase Agreement is subject to, and qualified in its entirety by, such documents, which are incorporated herein by reference.
| Item 3.02. | Unregistered Sale of Equity Securities. |
The information contained above in Item 1.01 related to the shares of Common Stock is hereby incorporated by reference into this Item 3.02.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Biostage, Inc. ExhibitEX-10.1 2 tv485334_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 2,…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.