Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 11, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Biostage, Inc. | |
Entity Central Index Key | 1,563,665 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | BSTG | |
Entity Common Stock, Shares Outstanding | 14,110,540 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 4,848 | $ 7,456 |
Accounts receivable | 18 | 21 |
Inventory | 79 | 75 |
Prepaid expenses | 485 | 330 |
Total current assets | 5,430 | 7,882 |
Property, plant and equipment, net | 1,135 | 1,074 |
Total assets | 6,565 | 8,956 |
Current liabilities: | ||
Accounts payable | 264 | 357 |
Accrued and other current liabilities | 124 | 297 |
Total current liabilities | 388 | 654 |
Total liabilities | 388 | 654 |
Stockholders’ equity: | ||
Preferred stock | 0 | 0 |
Common stock, $0.01 par value; 30,000,000 shares authorized and 14,110,540 and 14,101,395 shares issued and outstanding, respectively | 141 | 141 |
Additional paid-in capital | 33,255 | 32,908 |
Accumulated deficit | (27,211) | (24,739) |
Accumulated other comprehensive loss | (8) | (8) |
Total stockholders’ equity | 6,177 | 8,302 |
Total liabilities and stockholders’ equity | 6,565 | 8,956 |
Series B Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 14,110,540 | 14,101,395 |
Common stock, shares outstanding | 14,110,540 | 14,101,395 |
Undesignated Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 695,857 | 695,857 |
Preferred stock, shares outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues | $ 0 | $ 0 |
Cost of revenues | 0 | 0 |
Gross profit | 0 | 0 |
Operating expenses: | ||
Research and development | 1,378 | 1,242 |
Selling, general and administrative | 1,094 | 1,378 |
Total operating expenses | 2,472 | 2,620 |
Operating loss | (2,472) | (2,620) |
Other expense, net | 0 | (3) |
Loss before income taxes | (2,472) | (2,623) |
Income taxes | 0 | 0 |
Net loss | $ (2,472) | $ (2,623) |
Basic and diluted net loss per share | $ (0.18) | $ (0.39) |
Weighted-average common shares, basic and diluted | 14,108 | 8,873 |
Comprehensive loss: | ||
Net loss | $ (2,472) | $ (2,623) |
Foreign currency translation adjustment | 0 | (9) |
Comprehensive loss | $ (2,472) | $ (2,632) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities | ||
Net loss | $ (2,472) | $ (2,623) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Share-based compensation expense | 347 | 738 |
Depreciation | 111 | 112 |
Changes in operating assets and liabilities: | ||
Related party receivables, net | 0 | 21 |
Accounts receivable | 3 | 0 |
Non-trade receivables | 0 | 5 |
Inventories | (4) | (5) |
Prepaid expenses | (155) | 48 |
Accounts payable | (137) | (109) |
Accrued and other current liabilities | (173) | 126 |
Net cash used in operating activities | (2,480) | (1,687) |
Cash flows from investing activities | ||
Additions to property and equipment | (128) | (6) |
Net cash used in investing activities | (128) | (6) |
Cash flows from financing activities | ||
Proceeds from issuance of convertible preferred stock, net | 0 | 5,357 |
Proceeds from issuance of common stock, net | 0 | 3,237 |
Net cash provided by financing activities | 0 | 8,594 |
Effect of foreign exchange rates on cash | 0 | (9) |
Net (decrease) increase in cash | (2,608) | 6,892 |
Cash at beginning of period | 7,456 | 5,272 |
Cash at end of period | 4,848 | 12,164 |
Supplemental non-cash investing activities: | ||
Equipment purchases included in accounts payable | $ 44 | $ 0 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Business Description and Basis of Presentation [Text Block] | 1. Overview and Basis of Presentation Overview Biostage, Inc., formerly Harvard Apparatus Regenerative Technology, Inc. (“Biostage” or the “Company”) is a biotechnology company developing bioengineered organ implants based on our novel Cellframe TM Since inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, and acquiring operating assets. The Company changed its name from Harvard Apparatus Regenerative Technology, Inc. to Biostage, Inc. on March 31, 2016. All references to the Company have been changed to Biostage in the accompanying consolidated financial statements and notes thereto. The financial statements reflect the Company’s financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States (“GAAP”). Basic and diluted shares outstanding are the same for each period presented as all common stock equivalents would be antidilutive due to the net losses incurred. Sales and marketing expenses of $ 107 Unaudited Interim Financial Information The accompanying interim balance sheet as of March 31, 2016 and consolidated interim statements of operations and comprehensive loss and cash flows for the three months ended March 31, 2016 and 2015 are unaudited. The interim unaudited consolidated financial statements have been prepared in accordance with GAAP on the same basis as the annual audited financial statements and, in the opinion of management, reflect all adjustments necessary for a fair statement of the Company’s financial position as of March 31, 2016 and its results of operations and cash flows for the three months ended March 31, 2016 and 2015. The financial data and other information disclosed in these notes related to the three month period ended March 31, 2016 and 2015 are unaudited. The results for the three months ended March 31, 2016 are not necessarily indicative of results to be expected for the year ending December 31, 2016, any other interim periods or any future year or period. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncements Summary of Significant Accounting Policies The accounting policies underlying the accompanying unaudited consolidated financial statements are those set forth in Note 2 to the financial statements for the year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K. In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “ Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” In February 2016, the FASB, issued ASU, 2016-02- Leases (Topic 842) |
Capital Stock, Financing and Li
Capital Stock, Financing and Liquidity | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders Equity Note [Abstract] | |
Stockholders Equity Note Disclosure [Text Block] | 3. Capital Stock, Financing and Liquidity Capital Stock On February 18, 2015, the Company closed an underwritten public offering of 2,070,000 1.75 695,857 0.01 8.75 9.7 1.1 8.6 The Series B was convertible into five shares of common stock at the option of the holder, subject to certain limitations related to the holder’s ownership percentage of the Company’s outstanding common stock. The Series B voted with the common stock on all matters on an as-converted basis, and had no preference to the common shares in respect of dividends, voting, liquidation or otherwise. During 2015, all outstanding shares of Series B were converted to common stock, including 24,536 122,680 Aspire Purchase Agreement On December 15, 2015, the Company entered into a common stock purchase agreement (the “Purchase Agreement”), with Aspire Capital Fund, LLC, (“Aspire Capital”), under which Aspire Capital is committed to purchase up to an aggregate of $ 15.0 150,000 Upon execution of the Purchase Agreement, the Company sold to Aspire Capital 500,000 2.00 0.9 2,688,933 2,038,933 Under the approximately 30-month term of the Purchase Agreement, on any trading day on which the closing sale price of the Company’s common stock exceeds $0.50, the Company has the right, in its sole discretion, to direct Aspire Capital to purchase up to 150,000 shares of the Company’s common stock per trading day, at a per share price (the “Purchase Price”) calculated by reference to the prevailing market price of the Company’s common stock. In addition, the Company has the right, from time to time in our sole discretion, to sell Aspire Capital an amount of stock equal to up to 30% of the aggregate shares of the Company’s common stock traded on the Nasdaq Capital Market on the next trading day, subject to a maximum number of shares which the Company may determine and a minimum trading price. There are no trading volume requirements or restrictions under the Purchase Agreement, and the Company controls the timing and amount of any sales of our common stock to Aspire Capital. There are no monetary penalties for the Company failing to maintain effectiveness of registration. Aspire Capital has no right to require any sales by the Company, but is obligated to make purchases from us as the Company directs in accordance with the Purchase Agreement. There are no limitations on use of proceeds, financial or business covenants, restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement. Additionally, Aspire Capital cannot hedge its position in the Company’s common stock. The Purchase Agreement may be terminated by the Company at any time, at the Company’s discretion, without any penalty or cost to the Company. Liquidity The Company has incurred substantial operating losses since its inception, and as of March 31, 2016 has an accumulated deficit of approximately $ 27.2 The Company will need to raise additional funds in 2016 and in future years to fund its operations. Cash requirements and cash resource needs will vary significantly depending upon the timing and the financial and other resource needs that will be required to complete ongoing development and pre-clinical and clinical testing of products as well as regulatory efforts and collaborative arrangements necessary for the Company’s products that are currently under development. The Company will seek to raise necessary funds through a combination of additional sales of common stock to Aspire Capital, other public or private equity offerings, debt financings, other financing mechanisms, or strategic collaborations and licensing arrangements. The Company may not be able to obtain additional financing on terms favorable to us, if at all. The Company’s operations will be adversely affected if it is unable to raise or obtain needed funding and may materially affect our ability to continue as a going concern.The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and therefore, the financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amount and classifications of liabilities that may result from the outcome of this uncertainty. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 4. Related Party Transactions On October 31, 2013, Harvard Bioscience, Inc. (“Harvard Bioscience”) contributed its regenerative medicine business assets, plus $ 15 At the time of the Separation, the Company entered into a 10 100 From inception through April 17, 2015, Harvard Bioscience was considered to be a related party to the Company because David Green, the Company’s former Chairman and CEO, was also a director of Harvard Bioscience. After Mr. Green’s April 17, 2015 resignation as Chairman and CEO of the Company, Harvard Bioscience is no longer considered a related party. Mr. Green is still a member of the Boards of Directors of both the Company and Harvard Bioscience. Related party rent expenses with Harvard Bioscience for the period of January 1, 2015 through March 31, 2015, was $ 42,000 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Share-based Compensation [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 5. Stock-Based Compensation Biostage 2013 Equity Incentive Plan The Company maintains the 2013 Equity Incentive Plan (the “Plan”) for the benefit of certain of its officers, employees, non-employee directors, and other key persons (including consultants and advisory board members). All options and awards granted under the Plan consist of the Company’s shares of common stock. The Company also issued equity awards under the Plan at the time of the Distribution to all holders of Harvard Bioscience equity awards as part of an adjustment (the “Adjustment”) to prevent a loss of value due to the Distribution. Compensation expense recognized under the Plan relates to service provided by employees, board members and a non-employee of the Company. There was no required compensation associated with the Adjustment awards to employees who remained at Harvard Bioscience. Weighted-average Amount exercise price Outstanding at December 31, 2015 3,253,118 $ 3.29 Granted 690,000 1.66 Canceled (208,188) 3.74 Outstanding at March 31, 2016 3,734,930 $ 2.97 The Company uses the Black- Scholes model to value its stock options. Weighted average estimated value of stock options granted using the Black-Sholes model during the three months ended March 31, 2016 was $ 1.09 Expected volatility 74.35 % Expected dividends 0.00 % Expected term 6.09 years Risk-free rate 1.53 % There was no material restricted stock unit activity during the three months ended March 31, 2016. 2016 2015 Research and development $ 157 $ 231 Selling, general and administrative 190 507 Total $ 347 $ 738 Included in the above table is stock-based compensation related to the Harvard Bioscience Plan, which is described below. Harvard Bioscience Stock Option and Incentive Plan Harvard Bioscience maintains the Third Amended and Restated 2000 Stock Option and Incentive Plan (as amended, the “Harvard Bioscience Plan”) for the benefit of certain of its officers, directors and employees. In connection with the Separation, those employees of Harvard Bioscience who became employees of Biostage were allowed to continue vesting in their stock-based awards of stock options and restricted stock units granted under the Harvard Bioscience Plan. Accordingly, the Company recognizes compensation expense as services are provided by those employees. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 6. Commitments and Contingencies From time to time, the Company may be involved in various claims and legal proceedings arising in the ordinary course of business. There are no such matters pending that the Company expects to be material in relation to its business, financial condition, and results of operations or cash flows. |
Summary of Significant Accoun12
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The financial statements reflect the Company’s financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States (“GAAP”). |
Earnings Per Share, Policy [Policy Text Block] | Earnings per Share Basic and diluted shares outstanding are the same for each period presented as all common stock equivalents would be antidilutive due to the net losses incurred. |
Reclassification, Policy [Policy Text Block] | Reclassification Sales and marketing expenses of $ 107 |
Interim Financial Information [Policy Text Block] | Unaudited Interim Financial Information The accompanying interim balance sheet as of March 31, 2016 and consolidated interim statements of operations and comprehensive loss and cash flows for the three months ended March 31, 2016 and 2015 are unaudited. The interim unaudited consolidated financial statements have been prepared in accordance with GAAP on the same basis as the annual audited financial statements and, in the opinion of management, reflect all adjustments necessary for a fair statement of the Company’s financial position as of March 31, 2016 and its results of operations and cash flows for the three months ended March 31, 2016 and 2015. The financial data and other information disclosed in these notes related to the three month period ended March 31, 2016 and 2015 are unaudited. The results for the three months ended March 31, 2016 are not necessarily indicative of results to be expected for the year ending December 31, 2016, any other interim periods or any future year or period. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “ Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” In February 2016, the FASB, issued ASU, 2016-02- Leases (Topic 842) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stock Based Compensation [Line Items] | |
Schedule of Share-based Compensation, Activity [Table Text Block] | Weighted-average Amount exercise price Outstanding at December 31, 2015 3,253,118 $ 3.29 Granted 690,000 1.66 Canceled (208,188) 3.74 Outstanding at March 31, 2016 3,734,930 $ 2.97 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The weighted average assumptions for valuing those options granted were as follows: Expected volatility 74.35 % Expected dividends 0.00 % Expected term 6.09 years Risk-free rate 1.53 % |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | 2016 2015 Research and development $ 157 $ 231 Selling, general and administrative 190 507 Total $ 347 $ 738 |
Overview and Basis of Present14
Overview and Basis of Presentation (Details Textual) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Selling, General and Administrative Expenses [Member] | |
Overview And Basis Of Presentation [Line Items] | |
Prior Period Reclassification Adjustment | $ 107 |
Capital Stock, Financing and 15
Capital Stock, Financing and Liquidity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Dec. 15, 2015 | Feb. 18, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 |
Class of Stock [Line Items] | |||||
Common Stock, Shares, Issued | 14,110,540 | 14,101,395 | |||
Payments of Stock Issuance Costs | $ 1,100 | ||||
Proceeds from Issuance or Sale of Equity | 9,700 | ||||
Proceeds From Issuance Of Stock To Underwriters | $ 8,600 | ||||
Retained Earnings (Accumulated Deficit) | $ (27,211) | $ (24,739) | |||
Proceeds from Issuance of Common Stock | $ 0 | $ 3,237 | |||
Aspire Purchase Agreement [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 500,000 | ||||
Shares Issued, Price Per Share | $ 2 | ||||
Stock Issued During Period, Shares, Issued for Services | 150,000 | ||||
Proceeds from Issuance of Common Stock | $ 900 | ||||
Stock Purchase Agreement Shares Registered | 2,688,933 | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 2,038,933 | ||||
Stock Purchase Agreement Description | any trading day on which the closing sale price of the Companys common stock exceeds $0.50, the Company has the right, in its sole discretion, to direct Aspire Capital to purchase up to 150,000 shares of the Companys common stock per trading day, at a per share price (the Purchase Price) calculated by reference to the prevailing market price of the Companys common stock. In addition, the Company has the right, from time to time in our sole discretion, to sell Aspire Capital an amount of stock equal to up to 30% of the aggregate shares of the Companys common stock traded on the Nasdaq Capital Market on the next trading day, subject to a maximum number of shares which the Company may determine and a minimum trading price. | ||||
Stock Purchase Agreement Value Committed | $ 15,000 | ||||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Common Stock, Shares, Issued | 2,070,000 | ||||
Shares Issued, Price Per Share | $ 1.75 | ||||
Conversion of Stock, Shares Issued | 122,680 | ||||
Series B Convertible Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Convertible Preferred Stock, Shares Reserved for Future Issuance | 695,857 | ||||
Shares Issued, Price Per Share | $ 8.75 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | ||||
Series B Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||
Conversion of Stock, Shares Converted | 24,536 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | |
Oct. 31, 2013 | Mar. 31, 2016 | Mar. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Product Distribution Agreement Term | 10 years | ||
Harvard Bioscience [Member] | |||
Related Party Transaction [Line Items] | |||
Proceeds from Contributions from Parent | $ 15,000,000 | ||
Related Party Transaction, Amounts of Transaction | $ 42,000 | ||
Harvard Bioscience [Member] | Accounts Receivable [Member] | |||
Related Party Transaction [Line Items] | |||
Concentration Risk, Percentage | 100.00% |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding, Amount | shares | 3,253,118 |
Granted, Amount | shares | 690,000 |
Cancelled, Amount | shares | (208,188) |
Outstanding, Amount | shares | 3,734,930 |
Outstanding, Weighted-average exercise price | $ / shares | $ 3.29 |
Granted, Weighted-average exercise price | $ / shares | 1.66 |
Cancelled, Weighted-average exercise price | $ / shares | 3.74 |
Outstanding, Weighted-average exercise price | $ / shares | $ 2.97 |
Stock-Based Compensation (Det18
Stock-Based Compensation (Details 1) - Equity Incentive Plan 2013 [Member] | 3 Months Ended |
Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 74.35% |
Expected dividends | 0.00% |
Expected term | 6 years 1 month 2 days |
Risk-free rate | 1.53% |
Stock-Based Compensation (Det19
Stock-Based Compensation (Details 2) - Equity Incentive Plan 2013 [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | $ 347 | $ 738 |
Selling, General and Administrative Expenses [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | 190 | 507 |
Research and Development [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | $ 157 | $ 231 |
Stock-Based Compensation (Det20
Stock-Based Compensation (Details Textual) | 3 Months Ended |
Mar. 31, 2016$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.09 |