Form 8-K/A - Current report: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 10, 2023

BIOSTAGE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35853

45-5210462

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

84 October Hill Road, Suite 11, Holliston, MA		01746
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (774) 233-7300

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

This current report on Form 8-K/A (the “Amendment”) amends the current report on Form 8-K filed on March 14, 2023 by Biostage, Inc. or the Company, with the U.S. Securities and Exchange Commission (the “Original Form 8-K”). The Original Form 8-K disclosed that the employment of Junli (Jerry) He as the Company’s Chairman and Chief Executive Officer. The sole purpose of this Amendment is to file an amendment to the employment agreement which was originally filed as Exhibit as 10.1 to amend and correct the number of milestone based options granted to Mr. He. No other changes have been made to the Original Form 8-K.

Item 3.02.

Unregistered Sale of Equity Securities.

The information contained below in Item 5.02 related to the contemplated option grants is hereby incorporated by reference into this Item 3.02.

To the extent the grant of such options, is deemed a “sale” or “offer to sell” under the Securities Act of 1933, as amended, such options (including the shares issuable upon exercise of the options), 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.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported in the Original Form 8-K, the Company entered into an Employment Agreement (“Employment Agreement”) with Mr. He. Among other things, Mr. He received, as a long term incentive grant, a nonqualified stock option to purchase shares of common stock as follows: (i) an option to purchase 732,384 shares of Common Stock (the “Time Based Grant”) and (ii) an option to purchase up to 488,256 shares (the “Milestone Grant”). With respect to the Time Based Grant, the option vests monthly in thirty-six substantially equal monthly installments on each monthly anniversary of the Grant Date. With respect to the Milestone Grant, the option vests in two increments, each for 244,128 shares, with such vesting subject to certain performance milestones as determined by the Board.

On July 10, 2023, the Company and Mr. He amended the terms of Mr. He’s employment agreement to amend and reduce the shares subject to the Milestone Grant from 488,256 shares to 267,616 shares, which such amended Milestone Grant continues to vest in two increments, each for 133,808 shares.

The foregoing is a summary of the amendment to the terms of the Employment Agreement. The summary does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment to the Employment Agreement, which has been filed as Exhibit 10.1 to this Current Report on Form 8-K/A and incorporated by reference to this Item 5.02.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Title
10.1#		Amendment to Employment Agreement, dated as of July 10, 2023, by and between Biostage, Inc. and Junli He
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

#	Management contract or compensatory plan or arrangement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		BIOSTAGE, INC.
		(Registrant)

July 10, 2023		/s/ Joseph Damasio
(Date)		Joseph Damasio
		Chief Financial Officer

Exhibit 10.1

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

This Amendment No. 1 to Employment Agreement (this “Amendment”) is entered as of July 10, 2023, with a deemed effective date as of March 14, 2023, to amend the Employment Agreement by and between Biostage, Inc., a Delaware corporation (the “Company”), and Junli He (the “Executive”), dated as of March 14, 2023 (the “Employment Agreement”). Capitalized terms used herein that are not otherwise defined shall have the meaning attributed to them in the Employment Agreement.

WHEREAS, the Company and the Executive have agreed to enter into this Amendment to correct certain share references therein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto, each intending to be legally bound hereby, agree to amend the Employment Agreement, as follows:

1. Amendment. Section 3(c)(II) of the Employment Agreement is hereby corrected and amended as follows:

The clause “(ii) an option to purchase up to 488,256 shares (the “Milestone Grant”)” is hereby restated as “(ii) an option to purchase up to 267,616 shares (the “Milestone Grant”)”; and

The clause “With respect to the Milestone Grant, the option shall vest in two increments, each for 244,128 shares” is hereby restated as “With respect to the Milestone Grant, the option shall vest in two increments, each for 133,808 shares”.

2. Remainder of the Employment Agreement Unaffected. Except as expressly set forth in this Amendment, the remaining terms and conditions of the Employment Agreement shall remain in full force and effect and shall be unaffected hereby.

3. Counterparts. This Amendment may be executed and delivered (including by facsimile and electronic transmission) in one or more counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

(Signatures on following page).

IN WITNESS WHEREOF, the Company and the Executive have caused this Amendment to be executed as of the date first written above, with a deemed effective date of March 14, 2023.

	BIOSTAGE, INC.

	By:	/s/ Joseph L. Damasio, Jr
	Name:	Joseph L. Damasio, Jr.
	Title:	Chief Financial Officer

	EXECUTIVE

	/s/ Junli He
	Junli He

Cover	Jul. 10, 2023
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	Amendment No. 1
Document Period End Date	Jul. 10, 2023
Entity File Number	001-35853
Entity Registrant Name	BIOSTAGE, INC.
Entity Central Index Key	0001563665
Entity Tax Identification Number	45-5210462
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	84 October Hill Road
Entity Address, Address Line Two	Suite 11
Entity Address, City or Town	Holliston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01746
City Area Code	(774)
Local Phone Number	233-7300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false