Biostage Inc.
06/22/2021 | Press release | Distributed by Public on 06/22/2021 15:02
Material Definitive Agreement (Form 8-K)
| Entry Into a Material Definitive Agreement. |
On June 17, 2021, Biostage, Inc. (the 'Company') entered into Securities Purchase Agreements (the 'Purchase Agreements') with DST Capital LLC ('DST') and Bin Li ('Li' and, together with DST, the 'Investors') pursuant to which the Investors agreed to purchase in a private placement an aggregate of 300,000 shares of common stock and warrants to purchase 150,000 shares of common stock (the 'Warrants') for the aggregate purchase price of $600,000 and a purchase price per share and half warrant of $2.00 (the 'Private Placement'). The Private Placement closed on June 17, 2021.
The Warrants have an exercise price of $2.00 per share, subject to adjustments as provided under the terms thereof, and are immediately exercisable. The Warrants are exercisable until five years (5) from the Warrants' issuance date. The Purchase Agreements and Warrants each include customary representations, warranties and covenants.
The representations, warranties and covenants contained in the Purchase Agreements were made solely for the benefit of the parties to the Purchase Agreements. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreements and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the form of Purchase Agreement is included with this filing only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Stockholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreements, which subsequent information may or may not be fully reflected in public disclosures.
The form of Purchase Agreement and the form of Warrant are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.
| Unregistered Sale of Equity Securities. |
The information contained above in Item 1.01 related to the Private Placement is hereby incorporated by reference into this Item 3.02.
The shares of common stock and the Warrants issued to the Investors (including the shares issuable upon exercise of the Warrants), 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.
| Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit Number |
Title | |
| 4.1 | Form of Warrant | |
| 10.1 | Form of Securities Purchase Agreement, dated as of June 17, 2021 |