BIOSTAGE, INC. : Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

The information contained below in Item 8.01 is hereby incorporated by reference into this Item 1.01.

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

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Chairman and Chief Executive Officer Transition

Effective as of March 1, 2023, Biostage, Inc. or the Company, implemented a transition of its Chairman and Chief Executive Officer roles. In connection therewith, the Company's existing director, Junli (Jerry) He, was appointed Chairman and Chief Executive Officer of the Company, in replacement of David Green in such roles. Mr. Green will remain on the Board of Directors of the Company and also will provide support to Mr. He during his transition to the Chief Executive Officer role.

Mr. He, age 48, has served as a member of our Board of Directors since September 1, 2021. Mr. He serves as the Executive Vice Chairman of Bright Scholar Holdings and has been in that position since January 2019. Prior to the promotion, Mr. He had served as the CEO of Bright Scholar. Prior to joining Bright Scholar, Mr. He was a Managing Director at TStone Corp, and served as CFO, CEO and a director of Noah Education Holdings Ltd., a former NYSE listed private education services provider in China. Mr. He was a portfolio manager at Morgan Stanley Global Wealth Management from June 2008 to June 2009 and was employed by Bear Stearns from November 2006 to May 2008. Mr. He obtained a bachelor's degree in science from Peking University and an M.B.A. with Honors from the University of Chicago, Booth School of Business. Mr. He is also a CFA charter holder. Mr. He 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 March 1, 2023, the Company issued a press release regarding the Chairman and Chief Executive Officer transition. The full text of the press release is attached as Exhibit 99.1 hereto and incorporated by reference into this Item 5.02.

Item 8.01 Other Events.

In accordance with the applicable transition rules for filing of redacted exhibits under Item 601(b)(10)(iv) of Regulation S-k of the Exchange Act of 1934, the Company hereby refiles, as Exhibit 10.1, its existing Sublicense Agreement dated as of December 7, 2012 between the Company and Harvard Bioscience, Inc., and related Trademark License Agreement, dated December 19, 2002, by and between Harvard Bioscience, Inc. and President and Fellows of Harvard College.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit
Number       Title
10.1*          Sublicense Agreement dated as of December 7, 2012 between Biostage,
             Inc. and Harvard Bioscience, Inc., and related Trademark License
             Agreement, dated December 19, 2002, by and between Harvard
             Bioscience, Inc. and President and Fellows of Harvard College
99.1           Press Release issued by Biostage, Inc. on March 1, 2023
104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

* Confidential portions of this exhibit have been redacted and filed separately

with the SEC pursuant to a confidential treatment request in accordance with

Rule 24b-2 of the Securities Exchange Act of 1934, as amended, which such

request was granted by the SEC.

2

© Edgar Online, source Glimpses