Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On April 5, 2023, Ron Packard, the Chief Executive officer of Pansophic Learning, joined the Board of Directors (the "Board") of the Company as a Class II director. The appointment to the Board was effective immediately. As a Class II director, the initial term of Mr. Packard as director will run until the Company's 2024 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. Packard, 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. Packard 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. Packard 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 April 10, 2023, the Company issued a press release regarding the appointment of Mr. Packard and related matters. 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
Number    Title
99.1        Press Release issued by Biostage, Inc. on April 10, 2023
104       Cover Page Interactive Data File (formatted as Inline XBRL and contained
          in Exhibit 101)




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