David Green - Nov 26, 2021 Form 4 Insider Report for Biostage, Inc. (BSTG)

Role: Interim CEO, Director
Signature: /s/ Chad Porter, by power of attorney
Stock symbol: BSTG
Transactions as of: Nov 26, 2021
Transactions value $: $250,001
Form type: 4
Date filed: 11/30/2021, 05:14 PM
Next filing: May 23, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BSTG	Common Stock	Purchase	$250K	+72.5K	+314.35%	$3.45	95.5K	Nov 26, 2021	Direct	F1
holding	BSTG	Common Stock						16.5K	Nov 26, 2021	2018 Biostage GRAT

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	BSTG	Warrant (right to buy)	Purchase		+36.2K			36.2K	Nov 26, 2021	Common Stock, par value $0.01 per share	36.2K	$3.45	Direct	F1
transaction	BSTG	Stock Option (right to buy)	Award	$0	+374K		$0.00	374K	Nov 26, 2021	Common Stock, par value $0.01 per share	374K	$2.40	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On November 26, 2021, the Issuer and the Reporting Person entered into a securities purchase agreement (the "Purchase Agreement") pursuant to which the Reporting Person acquired from the Issuer in a private placement: (i) 72,464 shares of the Issuer's common stock, $0.01 par value (collectively, the "Shares"); and (ii) a warrant to purchase up to 36,232 shares of common stock with an exercise price of $2.00 per share (the "Warrant"). The aggregate subscription amount paid by the Reporting Person for the Shares and Warrant acquired by it pursuant to the Purchase Agreement was $250,000.
F2	Subject to continued employment or service through the applicable vesting dates, (i) 106,884 shares will vest monthly in twelve equal monthly installments on each monthly anniversary of November 26, 2021, and (ii) up to 267,210 shall vest in three increments, two for 80,163 shares each and the third for 106,884 shares, each such vesting subject to certain performance milestones set by the Board of Directors of the Issuer.

Content

On November 26, 2021, the Issuer and the Reporting Person entered into a securities purchase agreement (the "Purchase Agreement") pursuant to which the Reporting Person acquired from the Issuer in a private placement: (i) 72,464 shares of the Issuer's common stock, $0.01 par value (collectively, the "Shares"); and (ii) a warrant to purchase up to 36,232 shares of common stock with an exercise price of $2.00 per share (the "Warrant"). The aggregate subscription amount paid by the Reporting Person for the Shares and Warrant acquired by it pursuant to the Purchase Agreement was $250,000.

Subject to continued employment or service through the applicable vesting dates, (i) 106,884 shares will vest monthly in twelve equal monthly installments on each monthly anniversary of November 26, 2021, and (ii) up to 267,210 shall vest in three increments, two for 80,163 shares each and the third for 106,884 shares, each such vesting subject to certain performance milestones set by the Board of Directors of the Issuer.

Remarks:

This form has been signed under power of attorney.