Form 8-K - Current report
July 19 2023 - 5:13PM
Edgar (US Regulatory)
0001563665
false
Harvard Apparatus Regenerative Technology, Inc.
0001563665
2023-07-19
2023-07-19
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): July 19, 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 |
|
|
|
|
|
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
5.07 |
Submission
of Matters to a Vote of Security Holders. |
On
July 19, 2023, Biostage, Inc., or the Company, held its Annual Meeting of Stockholders, or the Annual Meeting. At the Annual Meeting,
the Company’s stockholders voted on the following proposals: (i) the election of two Director Nominees as a Class I Directors,
each nominated by the Board of Directors of the Company for a three-year term, such term to continue until the annual meeting of stockholders
in 2026 and until such Director’s successor is duly elected and qualified or until their earlier resignation or removal, (ii) the
ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2023, (iii) the approval of the amendment to the Company’s Amended and Restated Equity Incentive Plan to increase
the number of shares of common stock available for issuance pursuant thereto by 4,000,000 shares, and (iv) the non-binding approval of
the compensation of the Company’s named executive officers. The voting results for the matters
submitted to a stockholder vote at the Annual Meeting are reported below.
Proposal
1 - Election of Directors
On
such election of directors proposal, each of Junli He and Dr. James Shmerling were elected as Class I Directors, each for a three-year
term, such term to continue until the annual meeting of stockholders in 2026 and until such Director’s successor is duly elected
and qualified or until their earlier resignation or removal. Due to the plurality election, votes could only be cast in favor of or withheld
from the nominee and thus votes against were not applicable. The results of the election were as follows:
Name |
|
Votes
For |
|
Votes
Withheld |
|
Broker
Non-Votes |
Junli
He |
|
10,377,115 |
|
9,690 |
|
1,382,382 |
James
Shmerling |
|
2,345,415 |
|
8,041,390 |
|
1,382,382 |
Proposal
2 – Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2023
The
ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm was approved as follows:
Votes
For |
|
Votes
Against |
|
Votes
Abstained |
|
Broker
Non-Votes |
11,763,540 |
|
5,174 |
|
473 |
|
0 |
Proposal
3 – Approval of the amendment to the Company’s Amended and Restated Equity Incentive Plan
The
amendment to the Company’s Amended and Restated Equity Incentive Plan was approved as follows:
Votes
For |
|
Votes
Against |
|
Votes
Abstained |
|
Broker
Non-Votes |
10,370,321 |
|
16,358 |
|
126 |
|
0 |
Proposal
4 – Approval, by Non-Binding Advisory Vote, of the Compensation of the Company’s Named Executive Officers
The
compensation of the Company’s named executive officers was approved, by a non-binding advisory vote, as follows:
Votes
For |
|
Votes
Against |
|
Votes
Abstained |
|
Broker
Non-Votes |
10,184,823 |
|
12,603 |
|
189,379 |
|
0 |
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
19, 2023 |
|
/s/
Junli He |
(Date) |
|
Junli
He |
|
|
Chief
Executive Officer |
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