Current Report Filing (8-k)
April 10 2023 - 9:30AM
Edgar (US Regulatory)
0001563665
false
0001563665
2023-04-05
2023-04-05
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): April 5, 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. ☐
| Item
5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
April 5, 2023, Ron Packard, the Chief Executive officer of Pansophic Learning, joined the Board of Directors (the “Board”)
of the Company as a Class II director. The appointment to the Board was effective immediately. As a Class II director, the initial term
of Mr. Packard as director will run until the Company’s 2024 annual meeting of stockholders and until his successor is duly elected
and qualified, or until his resignation or removal.
In
connection with his appointment, the Company will grant Mr. Packard, on the fifth business day following his appointment, stock options
with a value of $25,000 at the grant date that will vest in full in equal quarterly increments over a period of one year from the grant
date. In addition, for his service, Mr. Packard will receive compensation commensurate with that received by the Company’s other
non-employee directors, which as may be modified by the Board from to time, currently includes annual compensation of cash fees of $20,000
to be paid in quarterly increments, and an annual grant of stock options, granted on the fifth business day following the Corporation’s
annual stockholders meeting, with a value of $25,000 at the grant date to vest in full in equal quarterly increments over a period of
one year from the grant date. In addition, all non-employee directors shall be reimbursed for their expenses incurred in connection with
attending Board and committee meetings.
Mr.
Packard does not have any family relationship with any director or executive officer of the Company or any person nominated or chosen
by the Company to become a director or officer.
On
April 10, 2023, the Company issued a press release regarding the appointment of Mr. Packard and related matters. The full text of the
press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
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) |
| |
|
|
| April
10, 2023 |
|
/s/
Joseph Damasio |
| (Date) |
|
Joseph
Damasio |
| |
|
Chief
Financial Officer |
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