Amended Statement of Ownership (sc 13g/a)
February 16 2023 - 10:12AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Biostage,
Inc.
(Name
of issuer)
Common
Stock, par value $0.01 per share
(Title
of class of securities)
09074M
202
(CUSIP
number)
December
31, 2022
(Date
of event which requires filing of this statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act.
CUSIP
No. 09074M 202 |
13G/A |
Page
1 of 3 |
1
|
Name
of reporting persons
An
Zhang |
2 |
Check
the appropriate box if a member of a group (See Instructions)
(a)
☐ (b) ☐ |
3 |
SEC
use only |
4 |
Citizenship
or place of organization
China |
Number
of
shares
beneficially
owned
by
each
reporting
person
with |
5
|
Sole
voting power
818,919
shares of common stock
334,460
shares of common stock issuable upon exercise of warrants (See Item 4)* |
6 |
Shared
voting power
None |
7 |
Sole
dispositive power
818,919
shares of common stock
334,460
shares of common stock issuable upon exercise of warrants (See Item 4)* |
8 |
Shared
dispositive power
None |
9 |
Aggregate
amount beneficially owned by each reporting person
818,919
shares of common stock
334,460
shares of common stock issuable upon exercise of warrants (See Item 4)* |
10 |
Check
box if the aggregate amount in Row (9) excludes certain shares ☐ |
11 |
Percent
of class represented by amount in Row 9
7.03%
(See Item 4)* |
12 |
Type
of reporting person*
IN |
*
The percentage was calculated based on 11,643,751 of the Issuer’s common stock outstanding as of November 7, 2022, as reported
on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022. As more fully
described in Item 4, the warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) gives effect to such blockers.
However, as more fully described in Item 4, the securities reported in rows (5), (7) and (9) show the number of shares of Common Stock
that would be issuable upon full exercise of such reported securities and do not give effect to such blockers. Therefore, the actual
number of shares of common stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the
number of securities reported in rows (5), (7) and (9).
CUSIP
No. 09074M 202 |
13G/A |
Page
2 of 3 |
This
Amendment No. 1 (this “Amendment”) amends the statement on Schedule 13G filed on September 23, 2021 (the “Original
Schedule 13G”, as amended, the “Schedule 13G”), with respect to shares of Common Stock, $0.01 par value
(the “Common Stock”), of Biostage, Inc. (the “Company”). Capitalized terms used herein and not
otherwise defined in this Amendment have the meanings set forth in the Schedule 13G. This Amendment amends and restates Item 4 in the
Original Schedule 13G in its entirety as set forth below.
|
(a) |
Amount
beneficially owned: |
|
|
|
|
|
818,919 shares of common stock
334,460 shares of common stock issuable upon exercise of warrants |
|
|
|
|
(b) |
Percent
of class: |
|
|
|
|
|
7.03%. |
|
|
|
|
|
The
percentage of outstanding common stock that may be deemed to be beneficially owned by the Reporting Person is set forth on Line 11 of
the cover sheet. Such percentage was calculated based on 11,643,751 shares of the Issuer’s common stock outstanding as of November
7, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
14, 2022. Pursuant to the terms of the warrants held by the Reporting Person, the Reporting Person cannot exercise the warrants to the
extent the Reporting Person would beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock
(the “Blockers”), and the percentage set forth in Line 11 of the cover page for each Reporting Person gives effect to the
Blockers. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Person was not able to
exercise any of the warrants due to the Blockers. The Reporting Person and the Issuer may agree in the future to amend the Blocker Warrants
to modify or eliminate the Blockers. |
|
|
|
|
(c) |
Number
of shares as to which the person has: |
|
|
(i) |
Sole
power to vote or to direct the vote: |
|
|
|
|
|
|
|
818,919
shares of common stock
334,460
shares of common stock issuable upon exercise of warrants |
|
|
|
|
|
|
(ii) |
Shared
power to vote to direct the vote: |
|
|
|
|
|
|
|
None |
|
|
|
|
|
|
(iii) |
Sole
power to dispose or to direct the disposition of: |
|
|
|
|
|
|
|
818,919
shares of common stock
334,460
shares of common stock issuable upon exercise of warrants |
|
|
|
|
|
|
(iv) |
Shared
power to dispose or to direct the disposition of: |
|
|
|
|
|
|
|
None |
CUSIP
No. 09074M 202 |
13G/A |
Page
3 of 3 |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
|
|
|
February
16, 2023 |
|
Date |
|
|
|
/S/
An Zhang |
|
Signature |
|
|
|
An
Zhang |
|
Name/Title |
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