Item 1.01. Entry Into a Material Definitive Agreement.

On March 31, 2023, Biostage, Inc. (the "Company") entered into Securities Purchase Agreements (each a "Purchase Agreement") with certain investors (the "Investors") pursuant to which the Investors agreed to purchase in a private placement an aggregate of 1,000,967 shares of common stock for the aggregate purchase price of $6 million and a purchase price per unit of $6.00 (the "Private Placement"). The Company has received an aggregate of $3.6 million gross proceeds from the Private Placement through April 5, 2023, and expects to receive the remaining subscription amounts in the aggregate of $2.4 million promptly following such date.

The Purchase Agreements include customary representations, warranties and covenants.

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 form of 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 form of Purchase Agreement is filed as Exhibits 10.1 to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents, which are incorporated into this Item 1.01 by reference.

On April 6, 2023, Biostage, Inc. issued a press release announcing the Private Placement. The press release is furnished as Exhibit 99.1 and incorporated herein by reference.

Item 3.02. Unregistered Sale of Equity Securities.

The information contained above in Item 1.01 related to the Private Placement is hereby incorporated by reference into this Item 3.02.

The shares of common stock issued to the Investors were and will be sold and issued without registration under the Securities Act in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to an accredited investor, and in reliance on similar exemptions under applicable state laws.

The shares of common stock issued for the preferred stock conversion were issued without registration under the Securities Act in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to an accredited investor, and in reliance on similar exemptions under applicable state laws.




Item 8.01. Other Events.

In connection with the Private Placement, as of the date the Company has received $4.0 million in aggregate proceeds in such Private Placement, all of the Company's outstanding Series E Preferred Stock and related accrued dividends will be converted into shares of common stock at a conversion price of $6.00 per share. The Company anticipates that such conversion will result in approximately 675,000 shares of common stock being issued to the holder of the Series E Preferred Stock. Following such conversion, there will be no shares of Series E Preferred Stock outstanding.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



Exhibit
Number    Title
10.1        Form of Securities Purchase Agreement
99.1        Press Release issued by Biostage, Inc. on April 6, 2023
104       Cover Page Interactive Data File (formatted as Inline XBRL and contained
          in Exhibit 101)

© Edgar Online, source Glimpses