Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On January 19, 2021, Herman Sanchez, a Senior Partner at Trinity Life Sciences
joined the Board of Directors (the "Board") of Biostage, Inc. (the "Company") as
a Class III director. Mr. Sanchez was also appointed to be a member of the Audit
Committee of the Board. The appointments to the Board and the Audit Committee
were effective immediately. As a Class III director, the initial term of Mr.
Sanchez as director will run until the Company's 2022 annual meeting of
stockholders and until his successor is duly elected and qualified, or until his
resignation or removal.
In connection with his appointment, the Company will grant Mr. Sanchez, on the
fifth business day following his appointment, stock options with a value of
$25,000 at the grant date that will vest in full in equal quarterly increments
over a period of one year from the grant date. In addition, for his service, Mr.
Sanchez will receive compensation commensurate with that received by the
Company's other non-employee directors, which as may be modified by the Board
from to time, currently includes annual compensation of cash fees of $20,000 to
be paid in quarterly increments, and an annual grant of stock options, granted
on the fifth business day following the Corporation's annual stockholders
meeting, with a value of $25,000 at the grant date to vest in full in equal
quarterly increments over a period of one year from the grant date. In addition,
all non-employee directors shall be reimbursed for their expenses incurred in
connection with attending Board and committee meetings.
Mr. Sanchez does not have any family relationship with any director or executive
officer of the Company or any person nominated or chosen by the Company to
become a director or officer.
On January 25, 2021, the Company issued a press release regarding the
appointment of Mr. Sanchez. The full text of the press release is attached as
Exhibit 99.1 hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release issued by Biostage, Inc. on January 25, 2021
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