December 18, 2017 9:33am

Who and from where is Ms. Bin Zhao and why does she demand a reverse split as a priority of financing and to own beneficially 50% of the common stock after the financing

Finally a 10-Q, investors now can have an opinion as to the application of the facts!


 

A $300 K down payment and $4 M buys a shell from which $30 M was wasted and a $47 M deficit created …  ROBBERY and self-serving interests by the remaining two management team (CEO and CFO)  members and its miscreant (look up the synonyms)  BOD

 

As it is, too many questions remain unanswered as to where $30 M went over three years and the roles management had in platform misdirection, senior employee harassment issues <in the CEOs own words> and further misdeeds …

 

What’s the real story behind the past two broken financings and the timely lack of communication and fiduciary responsibility as to 8-K to shareholders- it was said by former employees “they were waiting for a cure”?  Still NOT a sufficient reason …!

 

In reference to the title:

A Ponzi scheme is a fraudulent investment operation where the operator generates returns for older investors through revenue paid by new investors, rather than from legitimate business activities or profit of financial trading.

A pyramid scheme is a business model that recruits members via a promise of payments or services for enrolling others into the scheme, rather than supplying investments or sale of products or services.

In MANY opinions (investors and former employees), Biostage (BSTG) is a combination of the two!

 

Biostage (BSTG) files <finally> 10-Q for 9/30/17 …

http://app.quotemedia.com/data/downloadFiling?webmasterId=101533&ref=11942125&type=HTML&symbol=BSTG&companyName=Biostage+Inc+-+Ordinary+Shares&formType=10-Q&dateFiled=2017-12-15&cik=0001563665

Just a little THIN on the reasons for their circumstances …

WHY hasn’t the management “team” explained why the TWO broken financings and the reasons thereof?

Non-payment of facilities rent and the contra (see 6. Relationship with Harvard Biosciences) …?

Where is their BOD as to fulfilling their fiduciary responsibilities …?

Note: The Private Placement is conditioned on satisfaction of <customary - ?> closing conditions and on the Company completing a reverse stock split …

…as previously approved by its stockholders, such that the Company will have sufficient authorized but unissued shares of common stock to accommodate the issuance of shares of common stock in the Private Placement, along with all shares of common stock issuable upon exercise of the Warrants or conversion of the Preferred Stock.

The numbers of securities, purchase price per share of common stock and exercise price of the Warrants will be adjusted to reflect such reverse stock split. The definitive agreements relating to the Private Placement will include customary representations, warranties and covenants.

Don’t shareholders have the right to approve the MOU of 40 M shares as management has approved for them without notice (?):

“Investors jointly and severally agree to purchase …??? … and the Company agrees to sell to the Investors (including any entities that the Investors designate to purchase the securities at the Closing),  an aggregate of 40,000,000 shares of the Company’s common stock at a price of $0.10 per share or, to the extent such sale of common stock would cause the Investors to collectively beneficially own more than 50% of the Company’s outstanding common stock following such sale, shares of a new series of convertible preferred stock (the “Preferred Stock”) with a price per share of $1,000.00, and warrants (the “Warrants”) to purchase an aggregate of 60,000,000 shares of the Company’s common stock with an exercise price of $0.10 per share or, to the extent such exercise would cause the Investors to collectively beneficially own more than 50% of the Company’s outstanding common stock following such exercise, shares of Preferred Stock with an exercise price of $1,000.00 per share (such sale, the “Private Placement”), for an aggregate gross price of $4,000,000.”

 

The Bottom Line: Will current management misuse the latest $4 M financing especially with their past record of a $47 M deficit and NO clinical or regulatory results?

Also isn’t there a shareholder vote needed for the issuance of 40 M on top of the 39 M outstanding shares to Bin Zhao (who and from where)?

The BIGGEST question unanswered: where is the SEC …??