Current Report Filing (8-k)
December 06 2021 - 8:31AM
Edgar (US Regulatory)
0001563665
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0001563665
2021-12-06
2021-12-06
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 6, 2021
BIOSTAGE, INC.
(Exact name of registrant as specified in its charter)
Delaware
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001-35853
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45-5210462
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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84 October Hill Road, Suite 11, Holliston, MA
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01746
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(Address of principal executive offices)
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(Zip Code)
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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:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act: None
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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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. ¨
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Item 7.01
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Regulation FD Disclosure.
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On Monday, December 6, 2021, Biostage, Inc., or the Company, released
an updated version of its investor presentation, which the Company may use from time to time. Among highlights on the business, operations,
plans and outlook, the investor presentation provides details on possible clinical trial design. Investors should read the updated investor
presentation in its entirety, including the cautionary statement regarding forward looking statements in the beginning of the investor
presentation. The updated investor presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
This Form 8-k and the investor presentation contain remarks regarding
management's intentions, hopes, beliefs, expectations, or predictions of the future. These are forward looking statements that involve
known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements
to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
As a result, you should not place undue reliance on any forward-looking statements. Some of the factors that could cause actual results
to differ materially from those contemplated by such forward-looking statements are described under the heading "Item 1A. Risk Factors"
in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020 or in the Company's other periodic reports filed
by the Company with the Securities and Exchange Commission. These documents are available in the Investors section of the Company's website
and on the Securities and Exchange Commission's website. We encourage you to review these documents carefully. The forward-looking statements
in this Form 8-k and in the investor presentation speak only as of the date of the respective disclosure. The Company expressly disclaims
any obligation or undertaking to release publicly any updates or revisions to such statements to reflect any change in its expectations
with regard thereto or any changes in the events, conditions or circumstances on which any such statement is based.
The information disclosed under this Item 7.01,
including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended,
except as expressly set forth by specific reference in such filing.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit
Number
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Title
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99.1
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Investor Presentation
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104
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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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.
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BIOSTAGE, INC.
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(Registrant)
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December 6, 2021
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/s/ David Green
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(Date)
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David Green
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Interim Chief Executive Officer
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