8-K

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): January 25, 2023

BIOSTAGE,

INC.

(Exact name of registrant as specified in its charter)

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:

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

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. ☐

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

To the extent the grant of such option, 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.

Effective as of January 25, 2023, David Green, the Chief Executive Officer of Biostage, Inc. (the Company) agreed to reduce the cash portion of his recently increased annual salary from $300,000 back down to the minimum required by applicable law, being $35,568, and accept in lieu of such cash reduction for the next year, a nonqualified stock option to purchase a share amount determined based on Black-Scholes value of the difference, being $264,432, which subject to continued employment, shall vest monthly on each monthly anniversary of January 25, 2023, being the Grant Date, for twelve months following the Grant Date. Such option shall have an exercise price equal to the closing price of the Company’s common stock on the Grant Date.

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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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