BIOSTAGE, INC. (NASDAQ:BSTG) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02.
As previously disclosed, on May 30, 2018, Biostage, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with Du Xiaoyu (the “Investor”), to which the Investor agreed to purchase in a private placement (the “Private Placement”), and the Company agreed to issue, between 500,000 and 1,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at a purchase price of $3.60 per share to the Investor.
Subsequent to May 30, 2018, the Company agreed to waive the minimum share requirement to the SPA, such that the minimum purchase requirement was lowered to 250,000 shares. As of June 29, 2018, following receipt of a gross purchase price of $900,000 from the Investor, the Company issued 250,000 shares of Common Stock (the “Shares”) to the Investor. The Shares were 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.
As previously reported, on December 27, 2017, the Company entered into a Securities Purchase Agreement (the “December 2017 Purchase Agreement”) with certain investors (the “December 2017 Investors”). to and simultaneously with the execution of the December 2017 Purchase Agreement, the Company issued to the December 2017 Investors in a private placement (i) 518,000 shares of Common Stock at a purchase price of $2.00 per share, (ii) 3,108 shares of Series D Convertible Preferred Stock (the “Series D Preferred Stock”) at a purchase price of $1,000 per share, which were convertible into 1,554,000 shares of Common Stock, subject to certain adjustments, and (iii) warrants to purchase 3,108,000 shares of Common Stock with an exercise price of $2.00 per share.
On June 29, 2018, the December 2017 Investors elected to convert all 3,108 shares of Series D Preferred Stock into an aggregate of 1,554,000 shares of Common Stock. As of the close of business on June 29, 2018 and taking into account such conversion, the Company had outstanding 5,663,419 shares of Common Stock.
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.