| 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, $0.01 par value | |
| (Title of Class of Securities) | |
|
09074M202 | |
| (CUSIP Number) | |
|
December 31, 2017 | |
| (Date of event which requires filing of this statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: | |
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 6 Pages) | |
______________________________
*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 the disclosures provided in a prior cover page.
The information required in 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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 09074M202 | 13G/A | Page 2 of 6 Pages |
| 1 |
NAMES OF REPORTING PERSONS Empery Asset Management, LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
| ||
| 6 |
SHARED VOTING POWER 123,641 shares of Common Stock issuable upon exercise of Warrants (See Item 4)
| |||
| 7 |
SOLE DISPOSITIVE POWER
| |||
| 8 |
SHARED DISPOSITIVE POWER 123,641 shares of Common Stock issuable upon exercise of Warrants (See Item 4)
| |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 123,641 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) 0.31% (See Item 4) | |||
| 12 |
TYPE OF REPORTING PERSON PN | |||
CUSIP No. 09074M202 | 13G/A | Page 3 of 6 Pages |
| 1 |
NAMES OF REPORTING PERSONS Ryan M. Lane | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
| ||
| 6 |
SHARED VOTING POWER 123,641 shares of Common Stock issuable upon exercise of Warrants (See Item 4)
| |||
| 7 |
SOLE DISPOSITIVE POWER
| |||
| 8 |
SHARED DISPOSITIVE POWER 123,641 shares of Common Stock issuable upon exercise of Warrants (See Item 4)
| |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 123,641 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) 0.31% (See Item 4) | |||
| 12 |
TYPE OF REPORTING PERSON IN | |||
CUSIP No. 09074M202 | 13G/A | Page 4 of 6 Pages |
| 1 |
NAMES OF REPORTING PERSONS Martin D. Hoe | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
| ||
| 6 |
SHARED VOTING POWER 123,641 shares of Common Stock issuable upon exercise of Warrants (See Item 4)
| |||
| 7 |
SOLE DISPOSITIVE POWER
| |||
| 8 |
SHARED DISPOSITIVE POWER 123,641 shares of Common Stock issuable upon exercise of Warrants (See Item 4)
| |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 123,641 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) 0.31% (See Item 4)* | |||
| 12 |
TYPE OF REPORTING PERSON IN | |||
CUSIP No. 09074M202 | 13G/A | Page 5 of 6 Pages |
This Amendment No. 1 (this "Amendment") amends the statement on Schedule 13G filed on February 17, 2017 (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 Items 2(e), 4 and 5 in their entirety as set forth below.
| Item 2(e). | CUSIP NUMBER: |
| 09074M202 |
| Item 4. | OWNERSHIP. |
|
The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 39,787,615 shares of Common Stock issued and outstanding as of December 13, 2017, as represented in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 15, 2017 and assumes the exercise of the Company’s reported warrants (the “Reported Warrants”).
The Investment Manager, which serves as the investment manager to the Empery Funds, may be deemed to be the beneficial owner of all shares of Common Stock underlying the Reported Warrants held by the Empery Funds. Each of the Reporting Individuals, as Managing Members of the General Partner of the Investment Manager with the power to exercise investment discretion, may be deemed to be the beneficial owner of all shares of Common Stock underlying the Reported Warrants held by, the Empery Funds. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. Each of the Empery Funds and the Reporting Individuals hereby disclaims any beneficial ownership of any such shares of Common Stock. |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [X] |
CUSIP No. 09074M202 | 13G/A | Page 6 of 6 Pages |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
DATED: January 16, 2018
| EMPERY ASSET MANAGEMENT, LP | ||
| By: EMPERY AM GP, LLC, its General Partner | ||
| By: |
/s/ Ryan M. Lane | |
| Name: Ryan M. Lane | ||
| Title: Managing Member | ||
|
/s/ Ryan M. Lane | ||
| Ryan M. Lane | ||
|
/s/ Martin D. Hoe | ||
| Martin D. Hoe | ||