Item 5.02.   Departure of Directors or Certain Officers; Election of Directors;
             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.

On January 19, 2021, Herman Sanchez, a Senior Partner at Trinity Life Sciences joined the Board of Directors (the "Board") of Biostage, Inc. (the "Company") as a Class III director. Mr. Sanchez was also appointed to be a member of the Audit Committee of the Board. The appointments to the Board and the Audit Committee were effective immediately. As a Class III director, the initial term of Mr. Sanchez as director will run until the Company's 2022 annual meeting of stockholders and until his successor is duly elected and qualified, or until his resignation or removal.

In connection with his appointment, the Company will grant Mr. Sanchez, on the fifth business day following his appointment, stock options with a value of $25,000 at the grant date that will vest in full in equal quarterly increments over a period of one year from the grant date. In addition, for his service, Mr. Sanchez will receive compensation commensurate with that received by the Company's other non-employee directors, which as may be modified by the Board from to time, currently includes annual compensation of cash fees of $20,000 to be paid in quarterly increments, and an annual grant of stock options, granted on the fifth business day following the Corporation's annual stockholders meeting, with a value of $25,000 at the grant date to vest in full in equal quarterly increments over a period of one year from the grant date. In addition, all non-employee directors shall be reimbursed for their expenses incurred in connection with attending Board and committee meetings.

Mr. Sanchez does not have any family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or officer.

On January 25, 2021, the Company issued a press release regarding the appointment of Mr. Sanchez. The full text of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit
 No.                                Description

  99.1       Press Release issued by Biostage, Inc. on January 25, 2021

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