Harvard Apparatus Regenerative Technology (HRGN) 10-Q 14 Aug 17 2017 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Aug. 08, 2017
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q2
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		38,933,865

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Current Assets:
Cash	$ 3,424	$ 2,941
Accounts receivable	0	42
Prepaid expenses	178	291
Other current assets	97	212
Total current assets	3,699	3,486
Property, plant and equipment, net	957	1,065
Total assets	4,656	4,551
Current liabilities:
Accounts payable	687	962
Accrued and other current liabilities	1,164	1,210
Warrant liabilities	1,525	605
Total current liabilities	3,376	2,777
Total liabilities	3,376	2,777
Stockholders’ equity:
Preferred stock	0	0
Common stock, $0.01 par value; 120,000,000 shares and 60,000,000 shares authorized as of June 30, 2017 and December 31, 2016, respectively, and 37,116,570 and 17,108,968 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively	371	171
Additional paid-in capital	44,671	37,921
Accumulated deficit	(43,762)	(36,318)
Total stockholders’ equity	1,280	1,774
Total liabilities and stockholders’ equity	4,656	4,551
Series B Convertible Preferred Stock [Member]
Stockholders’ equity:
Preferred stock	$ 0	$ 0

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2017	Dec. 31, 2016
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	120,000,000	60,000,000
Common stock, shares issued	37,116,570	17,108,968
Common stock, shares outstanding	37,116,570	17,108,968
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		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Revenues	$ 0	$ 28	$ 0	$ 28
Cost of revenues	0	44	0	44
Gross profit (deficit)	0	(16)	0	(16)
Operating expenses:
Research and development	2,688	1,676	4,757	3,054
Selling, general and administrative	1,039	1,230	2,018	2,324
Total operating expenses	3,727	2,906	6,775	5,378
Operating loss	(3,727)	(2,922)	(6,775)	(5,394)
Other income (expense):
Change in fair value of warrant liability	124	210	(669)	210
Other expense	0	0	0	0
Other expense, net	124	210	(669)	210
Loss before income taxes	(3,603)	(2,712)	(7,444)	(5,184)
Income taxes	0	0	0	0
Net loss	$ (3,603)	$ (2,712)	$ (7,444)	$ (5,184)
Basic and diluted net loss per share (in dollars per share)	$ (0.1)	$ (0.17)	$ (0.23)	$ (0.35)
Weighted average common shares, basic and diluted (in shares)	37,117	15,535	32,143	14,822
Comprehensive loss:
Net loss	$ (3,603)	$ (2,712)	$ (7,444)	$ (5,184)
Foreign currency translation adjustments	0	0	0	0
Total comprehensive loss	$ (3,603)	$ (2,712)	$ (7,444)	$ (5,184)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Cash flows from operating activities
Net loss	$ (7,444)	$ (5,184)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Share-based compensation expense	397	665
Depreciation	236	224
Change in fair value of warrant liability	669	(210)
Changes in operating assets and liabilities:
Accounts receivable	42	(19)
Inventories	0	28
Prepaid expenses and other current assets	228	174
Accounts payable	(275)	230
Accrued and other current liabilities	(46)	108
Net cash used in operating activities	(6,193)	(3,984)
Cash flows from investing activities
Additions to property and equipment	(125)	(217)
Net cash used in investing activities	(125)	(217)
Cash flows from financing activities
Proceeds from issuance of common stock and warrants, net of issuance costs	6,801	4,496
Proceeds from issuance of common stock, net of issuance costs	0	349
Net cash provided by financing activities	6,801	4,845
Net increase in cash	483	644
Cash at beginning of period	2,941	7,456
Cash at end of period	3,424	8,100
Supplemental disclosure of cash flow information and non-cash investing and financing activities:
Fair value of warrant liability reclassified to additional paid-in capital	3,150	0
Fair value of warrants issued in connection with issuance of common stock	3,787	0
Equipment purchases included in accounts payable	0	9
Fair value of warrants issued to placement agent	$ 0	$ 116

Overview and Basis of Presentat

Overview and Basis of Presentation	6 Months Ended
	Jun. 30, 2017
Accounting Policies [Abstract]
Business Description and Basis of Presentation [Text Block]	1. Overview and Basis of Presentation Overview Biostage, 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. 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”). Net loss per Share Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the sum of the weighted average number of common shares outstanding during the period and, if dilutive, the weighted average number of potential shares of common stock, including the assumed exercise of stock options, warrants, and the impact of unvested restricted stock. The Company applies the two-class method to calculate basic and diluted net loss per share attributable to common stockholders as its warrants to purchase common stock are participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. However, the two-class method does not impact the net loss per share of common stock as the Company has been in a net loss position and the warrant holders do not participate in losses. 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. Unaudited Interim Financial Information The accompanying interim consolidated balance sheet as of June 30, 2017 and consolidated interim statements of operations and comprehensive loss and cash flows for the three and six months ended June 30, 2017 and 2016 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 June 30, 2017 and its results of operations and cash flows for the three and six month periods ended June 30, 2017 and 2016. The financial data and other information disclosed in these notes related to the three and six month periods ended June 30, 2017 and 2016 are unaudited. The results for the three and six months ended June 30, 2017 are not necessarily indicative of results to be expected for the year ending December 31, 2017, any other interim periods or any future year or period.

Summary of Significant Accounti

Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncements	6 Months Ended
	Jun. 30, 2017
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, 2016 included in the Company’s Annual Report on Form 10-K.

Capital Stock, Financing and Li

Capital Stock, Financing and Liquidity	6 Months Ended
	Jun. 30, 2017
Stockholders Equity Note [Abstract]
Stockholders Equity Note Disclosure [Text Block]	3. Capital Stock, Financing and Liquidity Capital Stock On February 10, 2017, the Company completed a public offering of 20,000,000 0.40 20,000,000 0.40 8.0 6.8 1,000,000 0.50 On May 19, 2016, the Company closed on a Securities Purchase Agreement for the sale by the Company of 2,836,880 1.7625 1,418,440 1.7625 5.0 4.6 141,844 1.7625 November 19, 2016 May 19, 2021 On December 15, 2015, the Company entered into a common stock purchase agreement (the “Aspire Capital Purchase Agreement”) with Aspire Capital Fund, LLC, (“Aspire Capital”), under which Aspire Capital was committed to purchase up to an aggregate of $ 15.0 150,000 Upon execution of the Aspire Capital Purchase Agreement, the Company sold to Aspire Capital 500,000 2.00 0.9 On May 12, 2016, the Company issued 150,000 0.37 0.35 Capital Commitment On June 26, 2017, the Company entered into a binding Memorandum of Understanding (the “MOU”) with First Pecos, LLC (“First Pecos”), pursuant to which the Company will issue to First Pecos in a private placement (the “Private Placement”) 9,700,000 shares of its common stock at a purchase price of $0.315 per share or, to the extent First Pecos, following the transaction, would own more than 19.9% of the Company’s common stock, shares of a new class of preferred stock of the Company (the “Preferred Stock”) with a per-share purchase price of $1,000. Additionally, First Pecos will receive warrants (the “Warrants”) to purchase 9,700,000 0.315 Under the Private Placement, the Preferred Stock will bear a cumulative annual dividend of 15 In connection with the Private Placement, First Pecos agreed to serve as a backstopping party with respect to two pro rata rights offerings with aggregate gross proceeds of up to $ 14.0 The Private Placement is conditioned on satisfaction of customary closing conditions and on the Company terminating its Shareholder Rights Plan, and must be consummated on or prior to August 15, 2017. The definitive agreements relating to the Private Placement will include customary representations, warranties and covenants. The Company agreed to file a resale registration statement promptly after the closing of the Private Placement to register the resale of the shares of common stock issued in the Private Placement. The MOU is intended to be binding upon both the Company and First Pecos. In the event that the Company fails to perform any of its obligations under the MOU or otherwise breaches the MOU, subject to certain exceptions, First Pecos may terminate the MOU, and the Company must pay a termination fee of $ 0.5 Nasdaq Compliance The Company had been operating under a grace period from November 18, 2016 through May 17, 2017 with respect to non-compliance of the listing requirements on Nasdaq. The Company then requested a hearing with the Nasdaq Hearings Panel (the “Panel”), and on June 29, 2017, presented its plan to regain compliance with the Nasdaq listing requirements, including Listing Rule 5550(a)(2), which requires an issuer to maintain a closing bid price of at least $ 1.00 2.5 Other On April 26, 2017, the Company’s stockholders approved the following proposals at the Company’s Annual Meeting of Shareholders: ⋅ An amendment of the Company’s 2013 Equity Incentive Plan to increase the number of shares of the Company’s common stock available for issuance pursuant to the 2013 Plan by 4,000,000 shares; and ⋅ An amendment of the Company’s charter to effect a reverse stock split of the shares of the Company’s common stock at a ratio of not less than 1-for-2 and not greater than 1-for-20, with the exact ratio of, effective time of and decision whether or not to implement a reverse stock split to be determined by the Company’s board of directors. There has been no decision by the Company’s board of directors as to whether to implement a reverse stock split as of June 30, 2017. Liquidity The Company has incurred substantial operating losses since its inception, and as of June 30, 2017 has an accumulated deficit of approximately $ 43.8 3.1 14 The Company will need to raise additional funds in future periods to fund our operations. In the event that we do not raise additional capital from outside sources in the near future, we may be forced to curtail or cease our 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 our products that are currently under development. We will seek to raise necessary funds through a combination of public or private equity offerings, debt financings, other financing mechanisms, or strategic collaborations and licensing arrangements. We 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, which materially affects 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.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2017
Fair Value Disclosures [Abstract]
Fair Value Disclosures [Text Block]	4. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. On May 19, 2016 and February 10, 2017, the Company closed on the sale of shares of the Company’s common stock, the issuance of warrants to purchase shares of common stock, and the issuance of warrants to the placement agent for each transaction. Due to the cash put provision with the warrant agreement, which could be enacted in certain change in control events, a liability associated with those warrants was initially recorded at fair value in the Company’s consolidated balance sheets upon issuance, and subsequently re-measured each fiscal quarter. The changes in the fair value between issuance and the end of each reporting period is recorded as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss. During the month of June 2017, warrant holders of 16,568,846 0.4 3.2 5,991,438 The Company utilizes a valuation hierarchy for disclosure of the inputs to the valuations used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The Company had no assets or liabilities classified as Level 1 or Level 2. The Company has concluded that its warrants meet the definition of a liability under ASC 480 Distinguishing Liabilities From Equity Assumptions for estimating fair value of Assumptions for estimating fair value on reporting warrants modified in dates of June 2017 June 30, 2017 December 31, 2016 Risk-free interest rate 1.77 % 1.88 1.93 % Expected volatility 82.4 % 82.4 72.7 % Expected term (in years) 4.6 4.6 4.9 Expected dividend yield - - - Exercise price $ 0.50 $ 0.51 $ 1.76 Market value of common stock $ 0.33 $ 0.41 $ 0.89 Warrants to purchase shares of common stock 16,568,846 5,991,438 1,560,284 Fair Value Measurement as of June 30, 2017 (In thousands) Level 1 Level 2 Level 3 Total Warrant liability $ - $ - $ 1,525 $ 1,525 Total $ - $ - $ 1,525 $ 1,525 The following fair value hierarchy table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2016: Fair Value Measurement as of December 31, 2016 (In thousands) Level 1 Level 2 Level 3 Total Warrant liability $ - $ - $ 605 $ 605 Total $ - $ - $ 605 $ 605 Warrant Liability (in thousands) Balance at December 31, 2016 $ 605 Issuance of warrants 3,787 Change in fair value upon re-measurement 283 Reclassification of warrant liability to additional paid in capital (3,150) Balance at June 30, 2017 $ 1,525 Issuance costs allocated to the warranty liability issued in the first quarter of 2017 amounted to $ 385,000 There were no transfers between Level 1 and Level 2 in any of the periods reported.

Relationship with Harvard Biosc

Relationship with Harvard Bioscience	6 Months Ended
	Jun. 30, 2017
Related Party Transactions [Abstract]
Related Party Transactions Disclosure [Text Block]	5. Relationship with Harvard Bioscience 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

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended
	Jun. 30, 2017
Share-based Compensation [Abstract]
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]	6. 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. The Company has granted options to purchase common stock and restricted stock units (RSUs) under the Plan. Stock Options Restricted Stock Units Weighted-average Weighted -average Amount exercise price Amount grant date fair value Outstanding at December 31, 2016 3,877,681 $ 2.81 268 $ 6.00 Granted 1,706,500 0.39 404,750 0.38 Vested (RSUs) - - 268 6.00 Canceled (313,615) 2.51 - - Outstanding at June 30, 2017 5,270,566 $ 2.04 404,750 $ 0.38 The Company uses the Black-Scholes option pricing model to value its stock options. Expected volatility 78.23 % Expected dividends 0.00 % Expected term 6.26 years Risk-free rate 2.27 % Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 (in thousands) (in thousands) Research and development $ 111 $ 180 $ 182 $ 337 General and administrative 95 138 215 328 Total stock-based compensation $ 206 $ 318 $ 397 $ 665 Included in the above table for 2016 is stock-based compensation related to the Harvard Bioscience Plan, which is described below. There is no expense related to the Harvard Bioscience Plan in 2017. 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 recognized compensation expense as services were provided by those employees through the time of their vesting. All stock-based awards granted to Biostage employees were fully vested as of January 1, 2017.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure [Text Block]	7. Commitments and Contingencies On April 14, 2017, representatives for the estate of an individual plaintiff filed a wrongful death complaint with the Suffolk Superior Court, in the County of Suffolk, Massachusetts, against the Company and other defendants, including Harvard Bioscience, as well as another third party. The complaint seeks payment for an unspecified amount of damages and alleges that the plaintiff sustained terminal injuries allegedly caused by products, including synthetic trachea scaffolds and bioreactors, provided by certain of the named defendants and utilized in connection with surgeries performed by third parties in 2012 and 2013. This complaint relates to the Company’s first generation trachea scaffold technology for which the Company discontinued development in 2014, and not to the Company’s current Cellframe technology and its lead development product candidate, the Cellspan esophageal implant. The litigation is at an early stage and the Company intends to vigorously defend this case. While the Company believes that such claim is without merit, the Company is unable to predict the ultimate outcome of such litigation. In accordance with a separation and distribution agreement between Harvard Bioscience and the Company relating to the Separation, the Company would be required to indemnify Harvard Bioscience against losses that Harvard Bioscience may suffer as a result of this litigation. The Company has contacted its liability insurance carriers to request defense and indemnification of any losses incurred in connection with this lawsuit. From time to time, the Company may be involved in various claims and legal proceedings arising in the ordinary course of business. Other than the above matter, 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 Accoun13

Summary of Significant Accounting Policies and Recently Issued Accounting Pronouncements (Policies)	6 Months Ended
	Jun. 30, 2017
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]	Net loss per Share Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the sum of the weighted average number of common shares outstanding during the period and, if dilutive, the weighted average number of potential shares of common stock, including the assumed exercise of stock options, warrants, and the impact of unvested restricted stock. The Company applies the two-class method to calculate basic and diluted net loss per share attributable to common stockholders as its warrants to purchase common stock are participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. However, the two-class method does not impact the net loss per share of common stock as the Company has been in a net loss position and the warrant holders do not participate in losses. 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.
Interim Financial Information [Policy Text Block]	Unaudited Interim Financial Information The accompanying interim consolidated balance sheet as of June 30, 2017 and consolidated interim statements of operations and comprehensive loss and cash flows for the three and six months ended June 30, 2017 and 2016 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 June 30, 2017 and its results of operations and cash flows for the three and six month periods ended June 30, 2017 and 2016. The financial data and other information disclosed in these notes related to the three and six month periods ended June 30, 2017 and 2016 are unaudited. The results for the three and six months ended June 30, 2017 are not necessarily indicative of results to be expected for the year ending December 31, 2017, any other interim periods or any future year or period.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2017
Fair Value Disclosures [Abstract]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block]	Assumptions for estimating fair value of Assumptions for estimating fair value on reporting warrants modified in dates of June 2017 June 30, 2017 December 31, 2016 Risk-free interest rate 1.77 % 1.88 1.93 % Expected volatility 82.4 % 82.4 72.7 % Expected term (in years) 4.6 4.6 4.9 Expected dividend yield - - - Exercise price $ 0.50 $ 0.51 $ 1.76 Market value of common stock $ 0.33 $ 0.41 $ 0.89 Warrants to purchase shares of common stock 16,568,846 5,991,438 1,560,284
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]	Fair Value Measurement as of June 30, 2017 (In thousands) Level 1 Level 2 Level 3 Total Warrant liability $ - $ - $ 1,525 $ 1,525 Total $ - $ - $ 1,525 $ 1,525 The following fair value hierarchy table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2016: Fair Value Measurement as of December 31, 2016 (In thousands) Level 1 Level 2 Level 3 Total Warrant liability $ - $ - $ 605 $ 605 Total $ - $ - $ 605 $ 605
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]	Warrant Liability (in thousands) Balance at December 31, 2016 $ 605 Issuance of warrants 3,787 Change in fair value upon re-measurement 283 Reclassification of warrant liability to additional paid in capital (3,150) Balance at June 30, 2017 $ 1,525

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	6 Months Ended
	Jun. 30, 2017
Stock Based Compensation [Line Items]
Schedule of Share-based Compensation, Activity [Table Text Block]	Stock Options Restricted Stock Units Weighted-average Weighted -average Amount exercise price Amount grant date fair value Outstanding at December 31, 2016 3,877,681 $ 2.81 268 $ 6.00 Granted 1,706,500 0.39 404,750 0.38 Vested (RSUs) - - 268 6.00 Canceled (313,615) 2.51 - - Outstanding at June 30, 2017 5,270,566 $ 2.04 404,750 $ 0.38
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]	Expected volatility 78.23 % Expected dividends 0.00 % Expected term 6.26 years Risk-free rate 2.27 %
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block]	Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 (in thousands) (in thousands) Research and development $ 111 $ 180 $ 182 $ 337 General and administrative 95 138 215 328 Total stock-based compensation $ 206 $ 318 $ 397 $ 665

Capital Stock, Financing and 16

Capital Stock, Financing and Liquidity (Details Textual) - USD ($)	Feb. 10, 2017	May 12, 2016	Dec. 15, 2015	Jun. 26, 2017	May 19, 2016	Jun. 30, 2017	Jun. 30, 2016	Jul. 10, 2017	Dec. 31, 2016
Class of Stock [Line Items]
Proceeds from Issuance of Common Stock						$ 0	$ 349,000
Share Price						$ 0.41			$ 0.89
Proceeds from Issuance or Sale of Equity						$ 6,801,000	$ 4,496,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights						5,991,438			1,560,284
Class of Warrant or Right, Exercise Price of Warrants or Rights						$ 0.51			$ 1.76
Retained Earnings (Accumulated Deficit)						$ (43,762,000)			$ (36,318,000)
Memorandum of Understanding, Private Placement, Description						On June 26, 2017, the Company entered into a binding Memorandum of Understanding (the “MOU”) with First Pecos, LLC (“First Pecos”), pursuant to which the Company will issue to First Pecos in a private placement (the “Private Placement”) 9,700,000 shares of its common stock at a purchase price of $0.315 per share or, to the extent First Pecos, following the transaction, would own more than 19.9% of the Company’s common stock, shares of a new class of preferred stock of the Company (the “Preferred Stock”) with a per-share purchase price of $1,000.
Maximum [Member]
Class of Stock [Line Items]
Stockholders Equity, Reverse Stock Split						1-for-20
Minimum [Member]
Class of Stock [Line Items]
Stockholders Equity, Reverse Stock Split						1-for-2
First Pecos, LLC [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights				9,700,000
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 0.315
Preferred Stock, Dividend Rate, Percentage				15.00%
Proceeds from Issuance of Private Placement						$ 3,100,000
Termination Fee Payable				$ 500,000
First Pecos, LLC [Member] | Maximum [Member]
Class of Stock [Line Items]
Proceeds from Issuance of Private Placement				$ 14,000,000		$ 14,000,000
Purchase Agreement [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	20,000,000				2,836,880
Shares Issued, Price Per Share					$ 1.7625
Proceeds from Issuance of Common Stock	$ 6,800,000
Share Price	$ 0.40
Proceeds from Issuance or Sale of Equity					$ 4,600,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	20,000,000				1,418,440
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.40				$ 1.7625
Stock Issued During Period, Value, New Issues	$ 8,000,000				$ 5,000,000
Class Of Warrant Or Right Expiration Date					May 19, 2021
Class of Warrant or Right, Date from which Warrants or Rights Exercisable					Nov. 19, 2016
Class of Warrant or Right, Expiration Period	5 years
Purchase Agreement [Member] | Placement Agent [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	1,000,000				141,844
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.50				$ 1.7625
Aspire Purchase Agreement [Member]
Class of Stock [Line Items]
Stock Purchase Agreement, Value Committed			$ 15,000,000
Stock Issued During Period, Shares, Issued for Services			150,000
Stock Issued During Period, Shares, New Issues		150,000	500,000
Shares Issued, Price Per Share			$ 2
Proceeds from Issuance of Common Stock			$ 900,000
Proceeds from Issuance or Sale of Equity		$ 350,000
Stock Issued During Period, Value, New Issues		$ 370,000
Subsequent Event [Member]
Class of Stock [Line Items]
Bid Price Per Share								$ 1
Minimum Net Capital Required								$ 2,500,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Risk-free interest rate	1.88%	1.93%
Expected volatility	82.40%	72.70%
Expected term (in years)	4 years 7 months 6 days	4 years 10 months 24 days
Expected dividend yield	0.00%	0.00%
Exercise price	$ 0.51	$ 1.76
Market value of common stock	$ 0.41	$ 0.89
Warrants to purchase shares of common stock	5,991,438	1,560,284
Assumption for Estimating Fair Value,Warrants Modification [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Risk-free interest rate	1.77%
Expected volatility	82.40%
Expected term (in years)	4 years 7 months 6 days
Expected dividend yield	0.00%
Exercise price	$ 0.5
Market value of common stock	$ 0.33
Warrants to purchase shares of common stock	16,568,846

Fair Value Measurements (Deta18

Fair Value Measurements (Details 1) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value, Measurement, Total	$ 1,525	$ 605
Warrant liability [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value, Measurement, Total	1,525	605
Fair Value, Inputs, Level 1 [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value, Measurement, Total	0	0
Fair Value, Inputs, Level 1 [Member] | Warrant liability [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value, Measurement, Total	0	0
Fair Value, Inputs, Level 2 [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value, Measurement, Total	0	0
Fair Value, Inputs, Level 2 [Member] | Warrant liability [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value, Measurement, Total	0	0
Fair Value, Inputs, Level 3 [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value, Measurement, Total	1,525	605
Fair Value, Inputs, Level 3 [Member] | Warrant liability [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value, Measurement, Total	$ 1,525	$ 605

Fair Value Measurements (Deta19

Fair Value Measurements (Details 2) $ in Thousands	6 Months Ended
	Jun. 30, 2017USD ($)
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Balance at December 31, 2016	$ 605
Issuance of warrants	3,787
Change in fair value upon re-measurement	283
Reclassification of warrant liability to additional paid in capital	(3,150)
Balance at June 30, 2017	$ 1,525

Fair Value Measurements (Deta20

Fair Value Measurements (Details Textual) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Class of Warrant or Right, Issuance Cost			$ 385,000
Warrants To Be Modified, Number	16,568,846		16,568,846
Adjustments to Additional Paid in Capital, Warrants Modified	$ 3,200,000		$ 3,200,000
Warrants To Be Re-measured, Number	5,991,438		5,991,438
Other Nonoperating Income (Expense)	$ 124,000	$ 210,000	$ (669,000)	$ 210,000

Relationship with Harvard Bio21

Relationship with Harvard Bioscience (Details Textual) - USD ($) $ in Millions	1 Months Ended	6 Months Ended
	Oct. 31, 2013	Jun. 30, 2017
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
Accounts Receivable [Member] | Harvard Bioscience [Member]
Related Party Transaction [Line Items]
Concentration Risk, Percentage		100.00%

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - Biostage 2013 Equity Incentive Plan [Member]	6 Months Ended
	Jun. 30, 2017$ / sharesshares
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Options Amount, Balance | shares	3,877,681
Stock Options Amount, Granted | shares	1,706,500
Stock Options Amount, Vested (RSUs) | shares	0
Stock Options Amount, Cancelled | shares	(313,615)
Stock Options Amount, Balance | shares	5,270,566
Weighted-average exercise price, Balance | $ / shares	$ 2.81
Weighted-average exercise price, Granted | $ / shares	0.39
Weighted-average exercise price, Vested (RSUs) | $ / shares	0
Weighted-average exercise price, Cancelled | $ / shares	2.51
Weighted-average exercise price, Balance | $ / shares	$ 2.04
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted Stock Units Amount, Balance | shares	268
Restricted Stock Units Amount, Granted | shares	404,750
Restricted Stock Units Amount, Vested (RSUs) | shares	268
Restricted Stock Units Amount, Cancelled | shares	0
Restricted Stock Units Amount, Balance | shares	404,750
Weighted-average grant date fair value, Balance | $ / shares	$ 6
Weighted-average grant date fair value, Granted | $ / shares	0.38
Weighted-average grant date fair value, Vested (RSUs) | $ / shares	6
Weighted-average grant date fair value, Cancelled | $ / shares	0
Weighted-average grant date fair value, Balance | $ / shares	$ 0.38

Stock-Based Compensation (Det23

Stock-Based Compensation (Details 1) - Biostage 2013 Equity Incentive Plan [Member]	6 Months Ended
	Jun. 30, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	78.23%
Expected dividends	0.00%
Expected term	6 years 3 months 4 days
Risk-free rate	2.27%

Stock-Based Compensation (Det24

Stock-Based Compensation (Details 2) - Biostage 2013 Equity Incentive Plan [Member] - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	$ 206	$ 318	$ 397	$ 665
Research and Development [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	111	180	182	337
General and Administrative [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	$ 95	$ 138	$ 215	$ 328