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): November 13, 2020

  

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 x

 

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. x

 

 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On November 13, 2020, Biostage, Inc., or the Company, issued a press release announcing financial results for the three and nine months ended September 30, 2020. The press release is furnished as Exhibit 99.1 and incorporated herein by reference.

 

The information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing. 

 

Item 9.01. Financial Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit

Number

  Title
99.1   Press Release issued by Biostage, Inc. on November 13, 2020

  

 

 

  

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)
     
November 13, 2020   /s/   Hong Yu
(Date)   Hong Yu
    President

  

 

 

 

EXHIBIT 99.1

 

Biostage Reports Third Quarter 2020 Financial Results

 

Holliston, MA – November 13, 2020 – Biostage, Inc. (OTCQB: BSTG) (“Biostage” or the “Company”), a clinical-stage biotechnology company developing bioengineered organ implants based on the Company’s novel Cellspan™ technology for the treatment of esophageal atresia and esophageal disease, today announced its financial results for the three and nine months ended September 30, 2020.

 

The Company will not hold an earnings conference call at this time. The Company plans to hold a conference call at a future date to discuss its clinical and business plans.

 

Operating Highlights

 

Following the approval of Biostage’s Investigational New Drug Application from U.S. Food and Drug Administration (FDA) in March of this year, Biostage continued its efforts during the third quarter for clinical planning, including engaging with clinical research organizations as well as other contract research organizations in advance of the start of the clinical trial for the Company’s CEI product candidate.

Although the Company continues to make progress towards the start of its first clinical trial, the COVID-19 pandemic has and will continue to affect the Company’s operations, including causing delays or difficulties in its ability to finalize plans for the clinical study.

 

Summary of Financial Results

 

For the three months ended September 30, 2020, the Company reported a net loss of $0.7 million, ($0.07) per share, compared to a net loss of $2.4 million, ($0.33) per share, for the three months ended September 30, 2019. The $1.7 million year-over-year net loss decrease was due primarily to a $1.1 million decrease in research and development costs, a $0.4 million decrease in general and administrative expenses, and a $0.2 million increase in grant income from the Company’s Fast-Track Small Business Innovation Research (SBIR) grant.

 

For the nine months ended September 30, 2020, the Company reported a net loss of $3.8 million, ($0.45) per share, compared to a net loss of $6.7 million, ($1.02) per share, for the nine months ended September 30, 2019. The $2.9 million year-over-year net loss decrease was due primarily to $2.3 million of lower research and development costs, and a $0.7 million decrease in general and administrative expenses. Slightly offsetting the lower operating expense was a decrease of $0.1 million of grant income recorded from the Company’s SBIR grant.

 

 

 

 

Balance Sheet and Cash

 

At September 30, 2020, the Company had operating cash on-hand of $2.0 million. The Company also had debt of $0.4 million based on receiving a loan in May 2020 pursuant to the Paycheck Protection Program (PPP), established as part of the Coronavirus Aid, Relief, and Economic Security (CARES) Act. Under the terms of the PPP, certain amounts of the Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act, although there is no assurance that any portion of the loan will be forgiven.

 

During the nine-month period ended September 30, 2020, the Company used net cash in operations of $3.0 million and received $4.2 million from financing activities, including approximately $1.1 million of proceeds from private placement transactions that resulted in the issuance of 276,027 shares of the Company’s common stock and warrants to investors in private placement transactions and approximately $2.7 million from the issuance of 930,877 shares of its common stock to a group of investors in connection with the exercise of previously issued warrants. The Company also received proceeds of approximately $0.4 million from the aforementioned PPP loan.

 

About Biostage, Inc.

 

Biostage is a clinical-stage biotechnology company developing bioengineered organ implants based on the Company’s novel Cellspan™ technology. The Company’s Cellspan technology combines a proprietary, biocompatible scaffold with a patient’s own cells to create an esophageal implant that could potentially be used to treat pediatric esophageal atresia and other tubular organ conditions. The Company’s novel technology harnesses the body’s response and modulates it toward the healing process to regenerate tissue and restore the continuity and integrity of the organ. These implants have the potential to dramatically improve the quality of life for children and adults. At Biostage, we believe the future of medicine has been inside us all along.

 

For more information, please visit www.biostage.com and connect with the Company on Twitter and LinkedIn.

 

Biostage, Inc. Social Media

 

The Company uses its website (www.biostage.com), corporate Twitter account (https://twitter.com/BiostageInc), and LinkedIn page (https://www.linkedin.com/company/biostage-inc) as channels of distribution of information about the Company and its product candidates. Such information may be deemed material information, and the Company may use these channels to comply with its disclosure obligations under Regulation FD. Therefore, investors should monitor Biostage’s website and its social media accounts in addition to following its press releases, SEC filings, public conference calls, and webcasts. The social media channels that Biostage intends to use as a means of disclosing the information described above may be updated from time to time.

 

 

 

 

Forward-Looking Statements

 

Some of the statements in this press release are "forward-looking" and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These "forward-looking" statements in this press release include, but are not limited to, statements relating to the viability of the Company’s technology; success with respect to any clinical trials and other development and commercialization efforts of the Company’s products, which such success may not be achieved on a timely basis or at all; the Company’s financing activities; expectations as to regulatory approval of any of the Company’s products, including those utilizing its Cellspan™ and Cellframe™ technology, by the U.S. Food and Drug Administration, the European Medicines Agency or otherwise, which approvals may not be obtained on a timely basis or at all. These statements involve risks and uncertainties that may cause results to differ materially from the statements set forth in this press release, including, among other things, the Company’s inability to obtain needed funds in the immediate future; the impact of COVID-19 on the Company’s business and operations; the Company’s ability to obtain and maintain regulatory approval for its products; plus other factors 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, 2019 or described in the Company’s other public filings. The Company’s results may also be affected by factors of which the Company is not currently aware. The forward-looking statements in this press release speak only as of the date of this press release. 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.

 

Investor Relations Contacts

 

Shunfu Hu

Vice President of Business Development and Operations

774-233-7300

[email protected]

 

 

 

 

BIOSTAGE, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value and share data)

 

  

September 30,

2020

  

December 31,

2019

 
ASSETS   (Unaudited)      
Current assets:          
Cash  $2,048   $913 
Restricted cash   50    50 
Grant receivable   370    - 
Prepaid expenses and other current assets   174    444 
Total current assets   2,642    1,407 
Property, plant and equipment, net   262    394 
Operating lease assets   115    191 
Total non-current assets   377    585 
Total assets  $3,019  $1,992 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities:          
Accounts payable  $71   $241 
Accrued and other current liabilities   393    438 
Current portion of notes payable   224    - 
Warrant liability   27    33 
Current portion of operating lease liability   78    102 
Total current liabilities   793    814 
Notes payable, net of current portion   180    - 
Operating lease liability, net of current portion   37    89 
Total liabilities  $1,010   $903 
           
Commitments and contingencies          
           
Stockholders’ equity:          
Undesignated preferred stock, $0.01 par value; 984,000 shares authorized and none issued and outstanding at September 30, 2020 and December 31, 2019  $-   $- 
Common stock, par value $0.01 per share, 60,000,000 shares authorized at September 30, 2020 and December 31, 2019; 9,388,407 and 8,155,555 issued and outstanding at September 30, 2020 and December 31, 2019, respectively   94    82 
Additional paid-in capital   69,851    65,102 
Accumulated deficit   (67,936)   (64,095)
Total stockholders’ equity   2,009    1,089 
Total liabilities and stockholders’ equity  $3,019   $1,992 

  

 

 

 

BIOSTAGE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)

  

  

Three Months ended

September 30,

  

Nine Months ended

September 30,

 
   2020   2019   2020    2019 
                  
Revenues  $-   $-   $-    $- 
                      
Operating expenses:                     
Research and development   548    1,597    1,727     4,007 
Selling, general and administrative   510    902    2,488     3,194 
Total operating expenses   1,058    2,499    4,215     7,201 
                      
Operating loss   (1,058)   (2,499)   (4,215)    (7,201)
                      
Other income (expense):                     
Grant income   370    136    370     473 
Change in fair value of warrant liability   28    (14)   6     (5)
Interest expense   -    -    (2)    - 
Total other income (expense), net   398    122    374     468 
                      
Net loss  $(660)  $(2,377)  $(3,841)   $(6,733)
                      
Basic and diluted net loss per share  $(0.07)  $(0.33)  $(0.45)   $(1.02)
Weighted-average common shares, basic and diluted   8,855    7,224    8,594     6,611 

 

 

 

 

BIOSTAGE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 

  

Nine Months Ended

September 30,

 
   2020   2019 
CASH FLOWS FROM OPERATING ACTIVITIES          
Net loss  $(3,841)  $(6,733)
Adjustments to reconcile net loss to net cash used in operating activities:          
Share-based compensation expense   1,004    1,353 
Depreciation   139    165 
Change in fair value of warrant liability   (6)   5 
Changes in operating assets and liabilities:          
Grant receivable   (370)   40 
Prepaid expenses and other current assets   270    375 
Accounts payable   (170)   110 
Accrued and other current liabilities   (45)   69 
Net cash used in operating activities   (3,019)   (4,616)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Purchases of property, plant and equipment   (7)   (118)
Net cash used in investing activities   (7)   (118)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Proceeds from issuance of common stock and warrants   1,058    1,277 
Proceeds from exercise of warrants   2,741    3,250 
Proceeds from notes payable   404    - 
Payments of tax withholdings of shares repurchased for vested stock awards   (42)   - 
Net cash provided by financing activities   4,161    4,527 
Net decrease in cash and restricted cash   1,135    (207)
Cash and restricted cash at beginning of period   963    1,355 
Cash and restricted cash at end of period  $2,098   $1,148 
           
Supplemental disclosure of non-cash investing and financing activities:          
Equipment purchases included in accounts payable  $-   $- 
Issuance of vested stock  $42   $-