Item 3.02. Unregistered Sale of Equity Securities.

The information contained below in Item 5.02 related to the option grant is hereby incorporated by reference into this Item 3.02.

To the extent the grant of such option, is deemed a "sale" or "offer to sell" under the Securities Act of 1933, as amended, such options (including the shares issuable upon exercise of the options), 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.

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


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Effective as of January 25, 2023, David Green, the Chief Executive Officer of Biostage, Inc. (the Company) agreed to reduce the cash portion of his recently increased annual salary from $300,000 back down to the minimum required by applicable law, being $35,568, and accept in lieu of such cash reduction for the next year, a nonqualified stock option to purchase a share amount determined based on Black-Scholes value of the difference, being $264,432, which subject to continued employment, shall vest monthly on each monthly anniversary of January 25, 2023, being the Grant Date, for twelve months following the Grant Date. Such option shall have an exercise price equal to the closing price of the Company's common stock on the Grant Date.





2

© Edgar Online, source Glimpses