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Are they selling their office?
http://auctions.biosurplus.com/m/view-auctions/info/id/184/
Great news - the 75 years old patient is alive. A trusted person from stocktwit spoke to CFO
Bstg liquidation began few days ago according to stocktwit. Any comment ?
http://auctions.biosurplus.com/m/view-auctions/catalog/id/184
You may get your wish.
I apologize but i want this company to go bankrupt so i don’t have to cover my position
I am sorry. I hope it will be on paper only.
What happened? I am down 80%.
No one writes here so I write something ;). Like 3 months ago it looked like this company was going in good direction. How things can change so quickly?
Or maybe someone wants it like that?
I hope they go bk asap because ive been short for too long now lol
What are the requirements for $BSTG to move back to the NASDAQ?
Check the website today
Nope! And my Think or swim platform says earnings before market today and nada.
I was under the impression that they were going to release their financials today. Has any one seen anything post to the SEC or their Website?
Wait for news too early to know
What's your opinion? Worth buying?
Is there any reference from other companies with failed compassionate use of their tech ? Is it allowed not to notify investors in case of negative update in patient with regard to esophagus ? Or they can just move on when they know it eventually failed
That's always the tough part raising money if no one is willing to invest, they would be forced to take on bad deals that usually ends up toxic.
If you go to a bank, they likely need something to secure their investment to make sure they don't risk their money. Whether it's convertible notes that they can always convert below market and sell for profit or something of value to hold against the loan.
In the case of convertible notes, it's the worst thing that could happen to any stock common shares because the notes holder would have no regard for current share price since their terms allow them to always get shares below market. That usually crash the stock hard in short order.
Well looks like everybody is playing this thing now
I think they should do a preferred offering. That way common shareholders don't get even more screwed.
Totally agree with you. Sucks right now on paper but I’m hoping they have an ace in the pocket.
Hahahahaha classic.
"breach and failure"
Nothing is sinking. They will recover. Too many important people going to lose. Chip the CEO the doctor the previous management this management . They will come back together or some other solution on the way
So are we heading to zero or what?
The last press release was good news expect green this week
This I agree, they probably have other alternatives, but it's very bad deal it would likely be toxic finance and this would be headed to zero if they accept.
I think management is doing the right thing right now. They let go everyone and preserve what they can to give them time to workout something better than what's on the table right now.
They could easily accept toxic finance like selling convertible notes and this would bounce on news but it will just look like a big pump and dump when the notes are converted and dump into the market. That would keep them alive but it would be bad for whoever still holding shares.
They want to get a reliable partner to back them on the finance. And that will take time to get done.
Otherwise, if they throw in the towels it's game over.
Yeah, they can't go on it be BK next. The question now is anyone have interest with their research? If no one thinks their research is worth it, BK will be certain.
They would certainly be looking to be acquired. The CEO and the board of directors appears to be responsible enough to see to an end at least.
Letting go all of their employees would mean they don't have to pay that salary. Only like 4 guys left to tie up the loose ends.
Somebody out there probably lost a great deal of money. They had 43 million invested into this technology up to this point. It would be such a waste.
Yes I saw that. Thanks for you opinion. I too am on the fence. Best
Also just let go 17 employees
In need of cash extremely bad. Pecos didn't want them at .31 Going to be hard to get finance now at .10. Have to give an extremely low offering. I would just be careful. I'm out right now, but watching closely for good or bad news coming
Can you tell me why you think that? Thanks.
They need like 15 million to stay alive. 3 or 4 million will last them one quarter.
I agree and Pecos really screwed them over.
Or they get new financing and this triples in 1 day. Tempting for sure.
Current Report Filing (8-k)Source: Edgar (US Regulatory)
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): October 10, 2017
BIOSTAGE, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3585345-5210462(State or other jurisdiction
of incorporation) (Commission File Number) (IRS Employer Identification No.)
84 October Hill Road, Suite 11, Holliston, MA01746(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))
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. ¨
Item 1.02.Termination of a Material Definitive Agreement.
As previously disclosed, Biostage, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with First Pecos, LLC (“Pecos”) on August 11, 2017, pursuant to which the Company agreed to sell to Pecos, and Pecos agreed to purchase from the Company, 9,700,000 shares of the Company’s common stock at a purchase price of $0.315 per share or, to the extent Pecos, following the transaction, would own more than 19.99% of the Company’s common stock, shares of a new class of preferred stock of the Company (the “Preferred Stock”) with a per-share purchase price of $1,000. Additionally, Pecos would receive a warrant (the “Warrant”) to purchase 9,700,000 shares of the Company’s common stock (or, to the extent Pecos would own more than 19.99% of the Company’s common stock, shares of Preferred Stock). The aggregate gross proceeds from the private placement of common stock, Preferred Stock and the Warrant (the “Private Placement”) would be $3,055,500 (the “Purchase Price”). As of October 4, 2017, the Company had not received the Purchase Price from Pecos.
Also as previously disclosed, on October 5, 2017, the Company delivered a notice (the “Notice”) to Pecos and its manager, Leon “Chip” Greenblatt III, stating that Pecos was in breach of the Purchase Agreement as a result of its failure to deliver the Purchase Price to the Company following satisfaction of all closing conditions in the Purchase Agreement. None of the shares of common stock, shares of Preferred Stock or Warrants were issued to Pecos.
On October 10, 2017, Pecos delivered a notice to the Company stating that, as a result of alleged breaches by the Company of its obligations pursuant to the Agreement, Pecos has terminated the Agreement and demanded that the Company pay a $500,000 termination fee pursuant to the terms of the Agreement.
The Company believes that it was not in breach of the Purchase Agreement at any time, and that Pecos’ notice was unjustified and without any legal merit or factual basis. Accordingly, the Company believes that Pecos is not entitled to terminate the Agreement, and is not entitled to any termination fee thereunder, as the failure to consummate the Private Placement resulted from Pecos’ breach of the Agreement. The Company is reviewing all of its rights and remedies against Pecos that may be available to the Company.
Item 2.05.Costs Associated With Exit or Disposal Activities.
On October 10, 2017, the Company completed a reduction in headcount of 17 of its employees, which represents 71% of its employees prior to such reduction. The reduction was made with the objective of conserving the Company’s remaining cash on hand while the Company explores strategic alternatives with its advisors. The Company estimates that it will incur charges for one-time termination benefits in connection with the headcount reduction of approximately $153,000 for employee severance, benefits and related costs, all of which are expected to result in cash expenditures during the current fourth quarter of 2017. The Company’s Board of Directors committed to this course of action on October 5, 2017, and the headcount reduction was completed on October 10, 2017.
Item 7.01.Regulation FD Disclosure.
On October 12, 2017, the Company issued a press release relating to the termination notice described above in Item 1.02 and the headcount reduction as described above in Item 2.05. A copy of the Press Release is being furnished as Exhibit 99.1 hereto, which is incorporated by reference herein.
The information disclosed under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements:
Certain statements in this Current Report on Form 8-K constitute forward-looking statements that involve a number of known and unknown risks, uncertainties and other factors that may cause such forward-looking statements not to be realized, including risks relating to the Company’s cash on hand, which is not sufficient to meet its current financial obligations. These "forward-looking" statements in this Current Report on Form 8-K include, but are not limited to, statements relating to the costs of severance payments in connection with headcount reductions, the availability and variability of strategic alternatives, development expectations and regulatory approval of any of the Company’s products, including those utilizing the Company’s Cellframe technology, by the U.S. Food and Drug Administration, the European Medicines Agency or otherwise, which expectations or approvals may not be achieved or obtained on a timely basis or at all; or success with respect to any collaborations, clinical trials and other development and commercialization efforts of the Company’s products, including those utilizing the Company’s Cellframe technology, which such success may not be achieved or 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 Current Report on Form 8-K, including, among other things, the Company’s ability to obtain and maintain regulatory approval for the Company’s products, changes to the listing standards, requirements, policies or procedures of the OTCQB Market, fluctuations in the Company’s general financial and operating results, changes in the Company’s liquidity and capital resources, fluctuations in the market price of the Company’s securities, changes in the capital markets; 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, 2016 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 Current Report on Form 8-K speak only as of the date of this report. 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.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits.
Exhibit
Number Title99.1 Press Release issued by Biostage, Inc. on October 12, 2017.
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) October 12, 2017 /s/ Thomas W. McNaughton(Date) Thomas W. McNaughton
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit
Number
Description of Exhibit99.1 Press Release issued by Biostage, Inc. on October 12, 2017.
I read ur posts thanks for digging but something in the story doesn't make sense. This issue with biostage will be resolved. If the tech work it will continue
Corrections, after reading the recent 8k, Chip proposed for Saverio La Francesca as new CEO, and BSTG agreed. But now Saverio left the company resigned. The deal can't complete even if BSTG agrees to Pecos demmands.
This looked like Chip from Pecos screwed Biostage over big time. Interested to see what happens next. For Biostage to fold and close doors is not right. Someone needs to carry on the development.
I just read through their most recent 10Q and recent news and I now have a better understanding.
So Pecos wouldn't honor their agreement to fund the company and kept pushing for more demand 20% ownership and a seat on BoD. Now they want to replace the current CEO.
On the other hand, BSTG is all but broke and no money left to even fight back. So it seems they have warn in the earnings report that they as a company having issues as a going concern and would be forced to cease operations if they cannot get funding.
Well, it's clear what will happen here. A, they file BK. B, current CEO step down according to Pecos demand and company goes on.
Right thing to do for the CEO is to save the company and remaining shareholders by stepping down. But, it really sucks to be the CEO being forced out basically. Tough times for the board of directors. This is a hostile takeover by Pecos.
If current CEO gave in, Pecos will be the major owner of BSTG. But then, the science guy left too, and if Pecos succeed in taking over, I'm sure they find a replacement to get the IND going and human trials rolling. I felt sorry for the current CEO.
Seems odd they keep demanding more from BSTG though. They agree on finance, then they ask for more? Keeps dragging on and won't deliver?
Did they find out something bad and suddenly unwilling? They could have terminated the agreement and pay some cash but why ask for more from BSTG if they found out something bad?
Feels like a hostile takeover here.
How sad bstg gone through I have higb hopes on this one.
No position though.
Yup I just hope they can work this out with Chip.
The stock tanked because they didn't get on board. Going to otc would have made it go lower, but not like that. I loaded up at .105
What I'm confused about my friend is this...chip was on the board and was supporting this for months....he was even on the earnings call. I'm curious why they didn't hold up their end of the bargain. Maybe he knew the stock was gonna tank? Well if they can get a couple million that will help them last another quarter or two maybe at the most.
I believe pecos will come through and the stock goes back up to .30s. If not, bstg will get a big some of money from pecos violation of the financing deal.
I get that lol but the point im trying to make is they can only get a limited amount of funds for whatever offering they complete now that the mkt cap is so low.
First, we need to get a doctor to take control of the program since la francesca is gone. Then we gotta restructure!
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Harvard Apparatus Regenerative Technology, Inc., a clinical stage biotechnology company, develops and commercializes regenerated organs for human transplant. The company is developing the HART-Trachea, which includes a scaffold, the patient's cells, and a bioreactor to restore the structure and/or function of a severely damaged trachea; and automated solid organ bioreactor that has the ability to seed cells on an organ scaffold and keep them sterile and healthy during the growth phase prior to transplant. Its pre-clinical stage products include human-sized synthetic scaffold prototypes for esophageal transplant. Harvard Apparatus Regenerative Technology, Inc. was founded in 2007 and is headquartered in Holliston, Massachusetts.
http://investor.harvardapparatusregen.com/
84 October Hill Road, Suite 11
Holliston, MA 01746
1-774-233-7300
What Organs have been Regenerated?
The synthetic 3DTrachea will be the first commercial regenerated organ for transplant. HART is working with the leading regenerative medicine researchers and surgeons across the globe in their research involving a wide variety of organs. Materials that are used as an organ constructs are compatible with implantation into humans. Stem cells from the patient are introduced into the organ constructs and placed in a special bioreactor. The HARTbioreactors allow the growth of 3D organs with the same immunological characteristics as the host patient. Once this regenerative organ is in place, it is functionally and the medically correct for the specific host. Regenerated organs, unlike transplanted organs eliminate the need for expensive and harmful immuno suppressive drugs.
http://www.harvardapparatusregen.com/index.php/news-room/surgeries
InBreath Bioreactor Used in World's Second Successful Synthetic Trachea Transplant
Harvard Bioscience's Bioreactor Grows a Synthetic Tissue-Engineered Trachea Used in World's First Successful Human Transplantation
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