BIOSTAGE, INC. (NASDAQ:BSTG) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 is incorporated herein by reference.

On December 22, 2017, Biostage, Inc. (the “Company”) effected a reverse stock split of its shares of common stock, par value $0.01 per share (the “Common Stock”) at a ratio of 1-for-20 (the “Reverse Split”). The Common Stock will begin trading on the OTCQB marketplace on a reverse stock split-adjusted basis at the open of the market on December 22, 2017.

Upon the commencement of trading on December 22, 2017, the Company's symbol on the OTCQB marketplace will change to “BSTGD” for a period of 20 business days, after which the "D" will be removed from the Company's trading symbol, which will revert to the original symbol of "BSTG". In connection with the Reverse Split, the CUSIP number for the Common Stock has been changed to 09074M202.

The Reverse Split was previously authorized at the annual meeting of the Company’s stockholders on April 26, 2017, and the Company’s Board of Directors approved the ratio and timing of the Reverse Split on December 11, 2017. The requisite Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation was filed with the Delaware Secretary of State on December 21, 2017, with an effective time of 12:01 a.m. on December 22, 2017.

As previously disclosed, the Company entered into a binding Memorandum of Understanding (the “MOU”) with Bin Zhao (including such investor’s designees, the “Investors”), to which the Company will issue to the Investors in a private placement (the “Private Placement”) 40,000,000 shares of its common stock at a purchase price of $0.10 per share or, to the extent the Investors, following the transaction, would own more than 49.99% of the Company’s common stock, shares of a new class of preferred stock of the Company (the “Preferred Stock”) with a per-share purchase price of $1,000. Consummation of the Reverse Split is a condition to closing the Private Placement, as set forth in the MOU.

As a result of the Reverse Split, the Company’s issued and outstanding shares of Common Stock will decrease to approximately 2.0 million post-split shares (prior to effecting the rounding of fractional shares into whole shares as described below) from approximately 39.8 million pre-split shares. As a result of the Reverse Split, the total number of shares of Common Stock held by each stockholder will be converted automatically into the number of whole shares of Common Stock equal to (i) the number of shares of common stock held by the stockholder immediately prior to the Reverse Split, divided by (ii) 20.

No fractional shares will be issued. Instead, the Company will pay cash to any stockholder holding fractional shares as a result of the Reverse Split equal to such fraction multiplied by $1.32, which represents the closing price per share of $0.066 for the Common Stock on the OTCQB marketplace as of December 21, 2017, as adjusted to reflect the Reverse Split.

The par value and other terms of the Common Stock will not be affected by the Reverse Split. The authorized capital of the Company of 120,000,000 shares of Common Stock and 2,000,000 shares of preferred stock also will not be affected by the Reverse Split.

The Company has retained its transfer agent, Computershare, to act as exchange agent for the Reverse Split. Computershare will manage the exchange of pre-split shares for post-split shares. Stockholders of record will receive a letter of transmittal providing instructions for the exchange of their shares. Stockholders who hold their shares in street name will be contacted by their banks or brokers with any instructions. For further information, stockholders and securities brokers should contact Computershare at (800) 522-6645.

All options and warrants of the Company outstanding immediately prior to the Reverse Split will be appropriately adjusted. In general, the Reverse Split will effect a reduction in the number of shares of Common Stock subject to such outstanding stock options and warrants proportional to the exchange ratio of the Reverse Split and will effect a proportionate increase in the exercise price of such outstanding options and warrants.

On December 22, 2017, the Company issued a press release announcing the Reverse Split. The full text of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the United States Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

(d) Exhibits.

Biostage, Inc. Exhibit
EX-3.1 2 tv481923_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.