Item 1.01. Entry Into a Material Definitive Agreement.
On
The Purchase Agreements include customary representations, warranties and covenants.
The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement 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 Agreement, which subsequent information may or may not be fully reflected in public disclosures.
The form of Purchase Agreement is filed as Exhibits 10.1 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 into this Item 1.01 by reference.
On
Item 3.02. Unregistered Sale of
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 issued to the Investors 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.
The shares of common stock issued for the preferred stock conversion were 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.
Item 8.01. Other Events.
In connection with the Private Placement, as of the date the Company has
received
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Title 10.1 Form of Securities Purchase Agreement 99.1 Press Release issued byBiostage, Inc. onApril 6, 2023 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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