10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2017

or

¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from           to          

Commission File Number 001-35853

BIOSTAGE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	45-5210462
(State or other jurisdiction of	(I.R.S. Employer
Incorporation or organization)	Identification No.)

84 October Hill Road, Suite 11, Holliston, Massachusetts 01746

(Address of Principal Executive Offices, including zip code)

(774)233-7300

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.01 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ¨     NO x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ¨    NO x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x    NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x   NO ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company x
	Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. YES ¨ NO x

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of June 30, 2017 was approximately $15,081,053. Shares of the registrant’s common stock held by each officer and director and each person known to the registrant to own 10% or more of the outstanding voting power of the registrant have been excluded in that such persons may be deemed affiliates. This determination of affiliate status is not a determination for other purposes.

At March 30, 2018, there were 2,859,419 shares of the registrant’s common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company’s definitive Proxy Statement in connection with the 2018 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed within 120 days after the end of the Registrant’s fiscal year, are incorporated by reference into Part III of the Form 10-K amended by this Amendment No. 1. Except with respect to information specifically incorporated by reference in the Form 10-K amended by this Amendment No. 1, the Proxy Statement is not deemed to be filed as part hereof.

EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (the "Form 10-K") of Biostage, Inc., as filed with the Securities and Exchange Commission on April 2, 2018, is to file Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 provides the financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language). Exhibit 101 was not filed with the Form 10-K previously and no other changes have been made to the Form 10-K.

This Amendment No. 1 to the Form 10-K does not reflect events that may have occurred subsequent to the original filing date of the Form 10-K and does not modify or update in any way disclosures made in the Form 10-K as originally filed.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(b) Exhibits:  The exhibits listed in the accompanying Exhibit Index are filed as a part of this Amendment No. 1 to Annual Report on Form 10-K.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Biostage, Inc.
Date: April 3, 2018
	By:	/s/ James McGorry
		James McGorry
		Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/ James McGorry	Chief Executive Officer and Director	April 3, 2018
James McGorry	(Principal Executive Officer)
/s/ Thomas McNaughton	Chief Financial Officer	April 3, 2018
Thomas McNaughton	(Principal Financial Officer and Principal Accounting Officer)

EXHIBIT INDEX

The following exhibits are filed as part of this Annual Report on Form 10-K. Where such filing is made by incorporation by reference to a previously filed document, such document is identified.

Exhibit Number	Description of Exhibit
2.1§(3)	Separation and Distribution Agreement between Biostage, Inc. and Harvard Bioscience, Inc. dated as of October 31, 2013.
3.1 (1)	Amended and Restated Certificate of Incorporation of Biostage, Inc.
3.2 (14)	Certificate of Amendment to Amended and Restated Certificate of Incorporation of Biostage, Inc. dated March 30, 2016.
3.3(16)	Certificate of Amendment to Amended and Restated Certificate of Incorporation of Biostage, Inc. dated May 26, 2016.
3.4 (14)	Amended and Restated By-laws of the Biostage, Inc.
3.5(2)	Certificate of Designations, Preferences and Rights of Series A Preferred Stock of Biostage, Inc. classifying and designating the Series A Junior Participating Cumulative Preferred Stock.
3.6(6)	Certificate of Designation of Series B Convertible Preferred Stock of Biostage, Inc. classifying and designating the Series B Convertible Preferred Stock.
3.8(17)	Certificate of Amendment to Amended and Restated Certificate of Incorporation of Biostage, Inc. dated April 26, 2017.
3.9(19)	Certificate of Designations, Preferences, Rights and Limitations of Series C Convertible Preferred Stock of Biostage, Inc. classifying and designating the Series C Convertible Preferred Stock.
3.10(19)	Certificate of Elimination of Series A Junior Participating Cumulative Preferred Stock.
3.11(20)	Certificate of Amendment to Amended and Restated Certificate of Incorporation of Biostage, Inc. dated December 22, 2017.
3.12(23)	Certificate of Designations, Preferences, Rights and Limitations of Series D Convertible Preferred Stock of Biostage, Inc. classifying and designating the Series D Convertible Preferred Stock.
4.1(1)	Specimen Stock Certificate evidencing shares of common stock
4.2(7)	Specimen Series B Convertible Preferred Stock Certificate
4.3(10)	Registration Rights Agreement, dated December 15, 2015, between Biostage, Inc. and Aspire Capital Fund, LLC.
4.4(19)	Amendment No. 2 to Shareholder Rights Agreement, dated as of August 14, 2017 between Biostage, Inc. and Computershare Trust Company, N.A., as successor to Registrar and Transfer Company.
4.5(23)	Form of Common Stock Purchase Warrant.
10.1(3)	Intellectual Property Matters Agreement between Biostage, Inc. and Harvard Bioscience, Inc. dated as of October 31, 2013.
10.2(3)	Product Distribution Agreement between Biostage, Inc. and Harvard Bioscience, Inc. dated as of October 31, 2013.
10.3(3)	Tax Sharing Agreement between Biostage, Inc. and Harvard Bioscience, Inc. dated as of October 31, 2013.
10.4(3)	Transition Services Agreement between Biostage, Inc. and Harvard Bioscience, Inc. dated as of October 31, 2013.
10.5(3)	Sublease by and between Biostage, Inc. and Harvard Bioscience, Inc. dated as of October 31, 2013.
10.6#(3)	Employment Agreement between Biostage, Inc. and Thomas McNaughton dated as of October 31, 2013.
10.7(1)	Form of Indemnification Agreement for Officers and Directors.
10.8(1)	2013 Equity Incentive Plan.
10.9(1)	Employee Stock Purchase Plan.
10.10(1)	Form of Incentive Stock Option Agreement.
10.11(1)	Form of Non-Qualified Stock Option Agreement for executive officers.
10.12(1)	Form of Non-Qualified Stock Option Agreement for directors.
10.13(1)	Form of Deferred Stock Award Agreement.
10.14#(1)	Director Compensation Arrangements.
10.15† (4)	Sublicense Agreement dated as of December 7, 2012 between Biostage, Inc. and Harvard Bioscience, Inc., and related Trademark License Agreement, dated December 19, 2002, by and between Harvard Bioscience, Inc. and President and Fellows of Harvard College.
10.16(1)	Patent Rights Assignment dated December 21, 2012 between Biostage, Inc. and Dr. Paolo Macchiarini.

10.17(1)	Novel Surgery Agreement dated as of May 21, 2012 between Biostage, Inc. and State Budget Institution of Public Health Department Regional Clinical Hospital #1 and Vladimir Alekseevich Porhanov.
10.18(1)	Novel Surgery Agreement dated as of May 24, 2012 between Biostage, Inc. and OSF Healthcare System, owner and operator of Saint Francis Medical Center and Children’s Hospital of Illinois, and Mark Holterman, M.D.
10.19(1)	Amendment to Novel Surgery Agreement dated as of April 5, 2013 between Biostage, Inc. and OSF Healthcare System, owner and operator of Saint Francis Medical Center and Children’s Hospital of Illinois, and Mark Holterman, M.D.
10.20(1)	Amendment to Novel Surgery Agreement dated as of June 26, 2013 between Biostage, Inc. and State Budget Institution of Public Health Department Regional Clinical Hospital #1 and Igor S. Polyakov.
10.21#(8)	Employment Agreement between Biostage, Inc. and James McGorry dated as of June 23, 2015.
10.22 (12)	Securities Purchase Agreement, dated May 15, 2016, between Biostage, Inc. and the purchasers named therein.
10.23 (12)	Form of Common Stock Purchase Warrant
10.24 (12)	Engagement Letter, dated as of May 15, 2016, between Biostage, Inc. and Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC.
10.25 (13)	Amendment to Engagement Letter, dated as of May 18, 2016, between Biostage, Inc. and Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC.
10.26# (16)	Letter Agreement, dated as of December 17, 2016, between Biostage, Inc. and Saverio LaFrancesca, M.D.
10.27 (15)	Form of Securities Purchase Agreement.
10.28 (15)	Form of Common Stock Purchase Warrant.
10.29 (15)	Form of Placement Agent Common Stock Purchase Warrant.
10.30 (15)	Engagement Agreement, dated as of January 3, 2017, between Biostage, Inc. and Rodman & Renshaw, a unit of H.C. Wainwright.
10.31 (15)	Amendment to Engagement Agreement, dated February 7, 2017, between Biostage, Inc. and Rodman & Renshaw, a unit of H.C. Wainwright.
10.32(18)	Memorandum of Understanding, dated as of June 26, 2017, between Biostage, Inc. and First Pecos, LLC.
10.33(19)	Securities Purchase Agreement, dated August 11, 2017, between Biostage, Inc. and the purchasers named therein.
10.34(22)	Memorandum of Understanding, dated as of December 11, 2017, between Biostage, Inc. and Bin Zhao.
10.35(23)	Securities Purchase Agreement, dated December 27, 2017, between Biostage, Inc. and the purchasers named therein.
10.36(23)	Securities Purchase Agreement, dated December 29, 2017, between Biostage, Inc. and Connecticut Children’s Medical Center.
21.1(16)	Subsidiaries of Biostage, Inc.
23.1(25)	Consent of KPMG LLP.
31.1*	Certification of Chief Financial Officer of Biostage., pursuant to Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Executive Officer of Biostage, Inc., pursuant to Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Chief Financial Officer of Biostage, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Chief Executive Officer of Biostage, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.

(1) Previously filed as an exhibit to the Company’s Registration Statement on Form 10-12B (filed July 31, 2013) and incorporated by reference thereto.

(2) Previously filed as an exhibit to the Company’s Registration Statement on Form 8-A (filed October 31, 2013) and incorporated by reference thereto.

(3) Previously filed as an exhibit to the Company’s Current Report on Form 8-K (filed on November 6, 2013) and incorporated by reference thereto.

(4) Previously filed as an exhibit to the Company’s Amendment No. 2 to Form S-1 Registration Statement (filed on February 15, 2013) and incorporated by reference thereto.

(5)	Previously filed as Exhibit 10.19 to the Registrant's Amendment No. 2 to Form S-1 Registration Statement (filed on February 15, 2013) and incorporated by reference thereto.
(6)	Previously filed as an exhibit to the Company’s Current Report on Form 8-K (filed on February 12, 2015) and incorporated by reference thereto.
(7)	Previously filed as an exhibit to the Company’s Annual Report on Form 10-K (filed on March 27, 2015) and incorporated by reference thereto.
(8)	Previously filed as an exhibit to the Company’s Current Report on Form 8-K (filed on July 6, 2015) and incorporated by reference thereto.
(9)	Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (filed on August 14, 2015) and incorporated by reference thereto.
(10)	Previously filed as an exhibit to the Company’s Current Report on Form 8-K (filed on December 15, 2015) and incorporated by reference thereto.
(11)	Previously filed as an exhibit to the Company’s Current Report on Form 8-K (filed on March 24, 2016) and incorporated by reference thereto.
(12)	Previously filed as an exhibit to the Company’s Current Report on Form 8-K (filed on May 16, 2016) and incorporated by reference thereto.
(13)	Previously filed as an exhibit to the Company’s Current Report on Form 8-K (filed on May 20, 2016) and incorporated by reference thereto.
(14)	Previously filed as an exhibit to the Company’s Current Report on Form 8-K (filed on March 31, 2016) and incorporated by reference thereto.
(15)	Previously filed as an exhibit to the Company's Amendment No. 2 to Form S-1 Registration Statement (filed on February 7, 2017) and incorporated by reference thereto.
(16)	Previously filed as an exhibit to the Company’s Annual Report on Form 10-K (filed on March 17, 2017) and incorporated by reference thereto.
(17)	Previously filed as an exhibit to the Company's Current Report on Form 8-K (filed on April 27, 2017) and incorporated by reference thereto.
(18)	Previously filed as an exhibit to the Company's Current Report on Form 8-K (filed on June 27, 2017) and incorporated by reference thereto.
(19)	Previously filed as an exhibit to the Company's Current Report on Form 8-K (filed on August 17, 2017) and incorporated by reference thereto.
(20)	Previously filed as an exhibit to the Company's Current Report on Form 8-K (filed on December 22, 2017) and incorporated by reference thereto.
(21)	Previously filed as an exhibit to the Company's Form S-1 Registration Statement (filed on August 15, 2017) and incorporated by reference thereto.
(22)	Previously filed as an exhibit to the Company's Current Report on Form 8-K (filed on December 14, 2017) and incorporated by reference thereto.
(23)	Previously filed as an exhibit to the Company's Current Report on Form 8-K (filed on January 3, 2018) and incorporated by reference thereto.
(24)	Previously filed as an exhibit to the Company's Current Report on Form 8-K (filed on February 8, 2018) and incorporated by reference thereto.

(25) Previously filed as an exhibit to the Company’s Annual Report on Form 10-K (filed on April 2, 2018) and incorporated by reference thereto.

*	Filed herewith.
**	This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
#	Management contract or compensatory plan or arrangement.
§	The schedules and exhibits to the Separation and Distribution Agreement have been omitted. A copy of any omitted schedule or exhibit will be furnished to the SEC supplementally upon request. The Company will furnish to stockholders a copy of any exhibit without charge upon written request.
†	Confidential portions of this exhibit have been redacted and filed separately with the SEC pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

EX-31.1

EXHIBIT 31.1

Certification

I, Thomas McNaughton, certify that:

1. I have reviewed this amended Annual Report on Form 10-K/A of Biostage, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 3, 2018

/s/ Thomas McNaughton

Thomas McNaughton

Chief Financial Officer

EX-31.2

 EXHIBIT 31.2

Certification

I, James McGorry, certify that:

1. I have reviewed this amended Annual Report on Form 10-K/A of Biostage, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 3, 2018

/s/ James McGorry

James McGorry

Chief Executive Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PERIODIC FINANCIAL REPORT

PURSUANT TO 18 U.S.C. SECTION 1350

The undersigned officer of Biostage, Inc. (the “Company”) hereby certifies to his knowledge that the Company’s amended Annual Report on Form 10-K/A for the year ended December 31, 2017 (the “Report”) to which this certification is being furnished as an exhibit, as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification is provided solely pursuant to 18 U.S.C. Section 1350 and Item 601(b)(32) of Regulation S-K (“Item 601(b)(32)”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act. In accordance with clause (ii) of Item 601(b)(32), this certification (A) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and (B) shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

Date: April 3, 2018

/s/ Thomas McNaughton

Name: Thomas McNaughton

Title:   Chief Financial Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF PERIODIC FINANCIAL REPORT

PURSUANT TO 18 U.S.C. SECTION 1350

The undersigned officer of Biostage, Inc. (the “Company”) hereby certifies to his knowledge that the Company’s amended Annual Report on Form 10-K/A for the year ended December 31, 2017 (the “Report”) to which this certification is being furnished as an exhibit, as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification is provided solely pursuant to 18 U.S.C. Section 1350 and Item 601(b)(32) of Regulation S-K (“Item 601(b)(32)”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act. In accordance with clause (ii) of Item 601(b)(32), this certification (A) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and (B) shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

Date: April 3, 2018

/s/ James McGorry

Name: James McGorry

Title:   Chief Executive Officer

XML

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Mar. 30, 2018	Jun. 30, 2017
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	FY
Entity Registrant Name	Biostage, Inc.
Entity Central Index Key	0001563665
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 15,081,053
Trading Symbol	BSTG
Entity Common Stock, Shares Outstanding		2,859,419

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Current assets:
Cash	$ 4,038	$ 2,941
Accounts receivable	0	42
Prepaid expenses	289	291
Other current assets	86	212
Total current assets	4,413	3,486
Property, plant and equipment, net	632	1,065
Total non-current assets	632	1,065
Total assets	5,045	4,551
Current liabilities:
Accounts payable	923	962
Accrued and other current liabilities	383	1,210
Due to related party	300	0
Warrant liability	16	605
Total current liabilities	1,622	2,777
Total liabilities	1,622	2,777
Commitments and contingencies (note 6)
Stockholders' equity:
Preferred stock	0	0
Common stock, par value $0.01 per share, 120,000,000 and 60,000,000 shares authorized at December 31, 2017 and 2016, respectively; 2,507,304 and 855,448 issued and outstanding at December 31 2017 and 2016, respectively	25	9
Additional paid-in capital	50,157	38,083
Accumulated deficit	(48,234)	(36,318)
Total stockholders' equity	3,423	1,774
Total liabilities and stockholders' equity	5,045	4,551
Series D Preferred Stock [Member]
Stockholders' equity:
Preferred stock	$ 1,475	$ 0

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 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	2,507,304	855,448
Common stock, shares outstanding	2,507,304	855,448
Undesignated Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	984,000	996,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series D Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	12,000	0
Preferred stock, shares issued	3,108	0
Preferred stock, shares outstanding	3,108	0
Preferred Stock, Liquidation Preference, Value	$ 3,108,000

XML

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Revenues	$ 0	$ 82
Cost of revenues	0	116
Gross loss	0	(34)
Operating expenses:
Research and development	7,588	7,603
Selling, general and administrative	3,880	4,489
Total operating expenses	11,468	12,092
Operating loss	(11,468)	(12,126)
Other income (expense):
Change in fair value of warrant liability, net of issuance costs	(337)	547
Other expense	(111)	0
Total Other income (expense)	(448)	547
Loss before income taxes	(11,916)	(11,579)
Income taxes	0	0
Net loss	$ (11,916)	$ (11,579)
Basic and diluted net loss per share (in dollars per share)	$ (6.63)	$ (14.49)
Weighted average common shares, basic and diluted (in shares)	1,797	799
Comprehensive loss:
Net loss	$ (11,916)	$ (11,579)
Foreign currency translation adjustments	0	8
Total comprehensive loss	$ (11,916)	$ (11,571)

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock [Member]	Series D Convertible Preferred Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Income (Loss) [Member]
Balance at Dec. 31, 2015	$ 8,302	$ 7	$ 0	$ 33,042	$ (24,739)	$ (8)
Balance (in shares) at Dec. 31, 2015		705
Net loss	(11,579)	$ 0	0	0	(11,579)
Share based compensation	1,327	0	0	1,327	0	0
Issuance of common stock under employee stock purchase plan	22	$ 0	$ 0	22	0	0
Issuance of common stock under employee stock purchase plan (in shares)		1	0
Issuance of common stock, net of offering costs	3,694	$ 2	$ 0	3,692	0	0
Issuance of common stock, net of offering costs (in shares)		149
Other comprehensive income	8	$ 0	0	0	0	8
Reclassification of warrant liability upon modification	0
Reclassification of warrant liability upon warrant exercise	0
Balance at Dec. 31, 2016	1,774	$ 9	0	38,083	(36,318)	0
Balance (in shares) at Dec. 31, 2016		855
Net loss	(11,916)	$ 0	0	0	(11,916)
Share based compensation	693	0	0	693	0	0
Issuance of common stock under employee stock purchase plan	13	$ 0	$ 0	13	0	0
Issuance of common stock under employee stock purchase plan (in shares)		1	0
Issuance of common stock, net of offering costs	3,891	$ 15	$ 0	3,876	0	0
Issuance of common stock, net of offering costs (in shares)		1,518
Reclassification of warrant liability upon modification	3,746	$ 0	0	3,746	0	0
Reclassification of warrant liability upon warrant exercise	581			581
Issuance of common stock upon warrant exercises	1,060	$ 1	0	1,059	0	0
Issuance of common stock upon warrant exercises (in shares)		133
Issuance of series D convertible preferred, net of offering costs	1,475	$ 0	$ 1,475	0	0	0
Issuance of series D convertible preferred, net of offering costs (in shares)		0	3
Issuance of warrants to purchase common stock in connection with issuance of Series D preferred and common stock above	2,106	$ 0	$ 0	2,106	0	0
Balance at Dec. 31, 2017	$ 3,423	$ 25	$ 1,475	$ 50,157	$ (48,234)	$ 0
Balance (in shares) at Dec. 31, 2017		2,507	3

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Cash flows used in operating activities:
Net loss:	$ (11,916)	$ (11,579)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	693	1,327
Depreciation	413	454
Loss on sale of equipment	160
Change in fair value of warrant liability, net of issuance costs	337	(547)
Changes in operating assets and liabilities:
Accounts receivable	42	(21)
Inventories	0	75
Prepaid expenses	2	39
Other current assets	126	(212)
Accounts payable	(43)	472
Accrued and other current liabilities	(828)	934
Net cash used in operating activities	(11,014)	(9,058)
Cash flows used in investing activities:
Additions to property, plant and equipment	(136)	(302)
Net cash used in investing activities	(136)	(302)
Cash flows from financing activities:
Advance from related party	300	0
Proceeds from issuance of Series D convertible preferred stock, common stock and warrants, net	4,086	0
Proceeds from issuance of common stock and warrants, net of offering costs	6,801	4,496
Proceeds from issuance of common stock, net of offering costs	0	349
Proceeds from exercise of warrants	1,060	0
Net cash provided by financing activities	12,247	4,845
Net (decrease) increase in cash	1,097	(4,515)
Cash at the beginning of the year	2,941	7,456
Cash at the end of the year	4,038	2,941
Supplemental disclosure of non-cash investing and financing activities:
Reclassification of warrant liability upon modification	3,746	0
Reclassification of warrant liability upon exercise of options	581	0
Receivable for sale of equipment included in loss on sale of equipment	49
Equipment purchases included in accounts payable	4	133
Fair value of liability warrants issued in connection with issuance of common stock	$ 3,787	$ 116

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Organization

12 Months Ended

Dec. 31, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

1. Organization

Overview

Biostage, Inc., formerly Harvard Apparatus Regenerative Technology, Inc. (“Biostage” or the “Company”) is a biotechnology company developing bioengineered organ implants based on the Company’s novel Cellframe ^TM technology. The Company’s Cellframe technology is comprised of a biocompatible scaffold that is seeded with the recipient’s own stem cells. The Company believes that this technology may prove to be effective for treating patients across a number of life-threatening medical indications who currently have unmet medical needs. The Company is currently developing its Cellframe technology to treat life-threatening conditions of the esophagus, bronchus or trachea with the objective of dramatically improving the treatment paradigm for those patients. 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.

On December 11, 2017, the Company entered into Securities Purchase Agreements (“SPAs”) with new investors for the sale of capital stock of the Company. This agreement resulted in the Company effecting a reverse stock split of its shares of common stock on December 22, 2017 at a ratio of 1-for-20. All share and per share amounts of common stock in the accompanying financial statements have been retroactively adjusted to reflect the reverse stock split. At that time, the Company’s common stock commenced trading on the OTCQB Venture Market on a reverse stock split basis. The Company had delisted from The NASDAQ Capital Market in October 2017 and began trading on the OTCQB Venture Market at that time. In connection with the SPAs, on December 27, 2017, the Company issued 518,000 shares of its common stock at $2.00 per share, 3,108 shares of its Series D Convertible Preferred Stock at $1,000 per share, and warrants to purchase 3,108,000 shares of common stock at an exercise price of $2.00 per share, in exchange for aggregate gross proceeds of approximately $4.1 million in a private placement transaction of unregistered shares with the new investors. The warrants were immediately exercisable and expire in December 2022.

Basis of Presentation

The financial statements reflect the Company’s financial position, results of operations and cash flows in conformity with generally accepted accounting principles in the United States (“GAAP”).

Going Concern

The Company has incurred substantial operating losses since its inception, and as of December 31, 2017 has an accumulated deficit of approximately $48.2 million and will require additional financing to fund future operations. The Company expects that its cash at December 31, 2017 of $4.0 million, along with net proceeds of approximately $1.1 million from the issuance of common stock in private placement transactions in January and February 2018, will enable it to fund its operating expenses and capital expenditure requirements into the third quarter of 2018. Therefore, these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company will need to raise additional funds in future periods to fund its operations. In the event the Company does not raise additional capital from outside sources in the near future, it may be forced to curtail or cease 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 public or private equity offerings, debt financings, other financing mechanisms, research grants, 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 the Company’s 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.

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

2. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of Biostage and its three wholly-owned subsidiaries, Harvard Apparatus Regenerative Technology GmbH (Germany), Harvard Apparatus Regenerative Technology AB (Sweden) and Biostage Limited (UK), which are currently dormant. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The process of preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Such estimates include, but are not limited to, stock-based compensation, valuation of warrant liability, accruals, depreciation and income taxes. Actual results could differ from those estimates and changes in estimates may occur.

Segment

The Company has one business segment and does not have significant costs or assets outside the United States.

Property, Plant and Equipment

Property, plant and equipment are carried at cost and depreciated using the straight-line method over the estimated useful lives of the assets as follows:

Leasehold improvements	Shorter of expected useful life or lease term
Furniture, machinery and equipment, computer equipment and software	3- 7 years

Maintenance and repairs are charged to expense as incurred, while any additions or improvements are capitalized.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An asset, or group of assets, are considered to be impaired when the undiscounted estimated net cash flows expected to be generated by the asset, or group of assets, are less than its carrying amount. The impairment recognized is the amount by which the carrying amount exceeds the fair market value of the impaired asset, or group of assets.

Revenue Recognition

The Company follows the provisions of FASB ASC 605, “Revenue Recognition”. The Company recognizes product revenue when persuasive evidence of a sales arrangement exists, the price to the buyer is fixed or determinable, delivery has occurred, and collectability of the sales price is reasonably assured. To date, the Company has recognized revenues only for sales of its research bioreactor systems. Sales of some of the Company’s products include additional services such as installation and training. Revenues on these products are recognized when the additional services have been performed. Service agreements on its equipment are typically sold separately from the sale of the equipment.

The Company accounts for shipping and handling fees and costs in accordance with the provisions of FASB ASC 605-45-45, “Revenue Recognition - Principal Agent Considerations”, which requires all amounts charged to customers for shipping and handling to be classified as revenues. Costs related to shipping and handling are classified as cost of revenues. Provisions for warranties and product returns are estimated and accrued at the time sales are recorded. The Company has no obligations to customers after the date products are shipped or installed, if applicable, other than pursuant to warranty obligations. The Company provides for the estimated amount of future returns upon shipment of products or installation, if applicable, based on historical experience.

The Company did not recognize any revenue during the year ended December 31, 2017.

Research and Development

Research and development costs are expensed as incurred.

Stock-based Compensation

The Company measures all stock options and restricted stock awards granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense of those awards, net of forfeitures, over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company issues stock options and restricted stock awards with only service-based vesting conditions on a straight-line basis over the requisite service period for the entire award (that is, over the requisite service period of the last separately vesting portion of the award).

The Company measures share-based awards granted to consultants and non-employees based on the fair value of the award on the date at which the related service is complete. Compensation expense is recognized over the period during which services are rendered by such consultants and non-employees until completed. At the end of each financial reporting period prior to completion of the service, the fair value of these awards is re-measured using the then-current fair value of our ordinary shares and updated assumption inputs in the Black-Scholes option-pricing model

The Company elected to use the Black-Scholes option-pricing model for valuation of stock-based payment awards. The determination of fair value of stock-based payment awards on the date of grant using the Black-Scholes option-pricing model is affected by its stock price as well as assumptions regarding a number of subjective variables. These variables include, but are not limited to, its expected stock price volatility over the term of the awards and actual and projected employee stock option exercise behaviors. When performance-based grants are issued, the Company recognizes no expense until achievement of the performance requirement is deemed probable.

Share-based compensation expense is based on awards ultimately expected to vest and has been reduced for annualized estimated forfeiture where the minimum amount of expense recorded is at least equal to the percent of an award vested. Forfeitures were estimated based on historical experience and weighting of various employee classes under the respective Plans at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The fair values of Restricted Stock Units (RSU) are based on the number of shares granted and market price of the stock on the date of grant and are recorded as compensation expense ratably over the applicable service period, which is generally four years. Unvested restricted stock units and vested and unvested stock options are forfeited in the event of termination of employment.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

A valuation allowance is recorded when it is more likely than not that some or all of the deferred tax assets will not be realized. Accordingly, the Company provides a valuation allowance, if necessary, to reduce deferred tax assets to amounts that are expected to be realizable.

Tax positions taken or expected to be taken in the course of preparing our tax returns are required to be evaluated to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet a more-likely-than-not threshold would be recorded as a tax expense in the current year.

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.

Foreign Currency Translation

The functional currency of the Company’s foreign subsidiaries is their local currency. All assets and liabilities of its foreign subsidiaries are translated at exchange rates in effect at period-end. Income and expenses are translated at rates which approximate those in effect on the transaction dates. The resulting translation adjustment is recorded as a separate component of stockholders’ equity in accumulated other comprehensive loss in the consolidated balance sheets. Gains and losses resulting from foreign currency transactions are included in net loss. There was no cumulative translation adjustment at December 31, 2017 and 2016. The translation adjustment amount to approximately $8,000 for the year ended December 31, 2016. There was no translation adjustment for the year ended December 31, 2017 or foreign exchange currency gains or losses for the year ended December 31, 2017 and 2016.

Comprehensive Loss

Comprehensive loss is comprised of net loss and other comprehensive loss. The Company follows the provisions of Financial Accounting Standards Board Accounting Standards Codification 220, “Comprehensive Income” (“FASB ASC 220”). FASB ASC 220 requires companies to report all changes in equity during a period, resulting from net income (loss) and transactions from non-owner sources, in a financial statement in the period in which they are recognized. The Company has chosen to disclose comprehensive loss, which encompasses net loss, foreign currency translation adjustments, net of tax, in the consolidated statements of operations and comprehensive loss.

Warrant Liability

The Company classifies a warrant to purchase shares of its common stock as a liability on its consolidated balance sheets when the warrant is a free-standing financial instrument that may require the Company to transfer cash consideration upon exercise and that cash transfer event would be out of the Company’s control. Such a “liability warrant” is initially recorded at fair value on date of grant using the Black-Scholes model and net of issuance costs, and it is subsequently re-measured to fair value at each subsequent balance sheet date. Changes in fair value of the warrant are recognized as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrant.

For warrants that do not meet the criteria of a liability warrant, the Company measures the value assigned to the warrant using the relative value method to allocate value to the common stock, preferred stock and warrants. The Company uses the Black-Scholes model to measure the value of the warrants at issuance and then applies the relative fair-value of the equity transaction between common stock, preferred stock and warrants. Common stock, preferred stock, and warrants each are considered permanent equity and any potential difference in fair value of each instrument would be reallocated within permanent equity with no periodic remeasurement.

Concentration of Credit Risk

Sales to Harvard Bioscience, the Company’s former distributor of research bioreactor systems, accounted for 100% of the trade receivables and revenues as of and for the year ended December 31, 2016. The Company did not record any revenues or accounts receivable during the year ended December 31, 2017.

Recently Adopted Accounting Pronouncements

  

In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-09, Stock Compensation - Improvements to Employee Share-Based Payment Accounting, (“ASU 2016-09”), which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows and policy elections on the impact for forfeitures. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016 and interim periods within those annual periods. The Company has adopted ASU 2016-09 in 2017 and adoption did not have a significant impact on the Company’s consolidated financial statements or related disclosures.

In August 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” (“ASU 2014-15”) to provide guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. The Company adopted ASU 2014-15 during the year ended December 31, 2016 and has included the required disclosures in Note 1 to the consolidated financial statements.

Recently Issued Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”), issued ASU, 2016-02- Leases (Topic 842) (“ASU 2016-02”). The ASU requires companies to recognize on the balance sheet the assets and liabilities for the rights and obligations created by leased assets. ASU 2016-02 will be effective for the Company in the first quarter of 2019, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2016-02 will have on the Company’s consolidated financial statements or related disclosures.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). This amendment addresses eight classification issues related to the statement of cash flows. For public business entities, the amendments in ASU 2016-15 are effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2017. The Company does not expect the adoption of this standard will have a material impact on its consolidated financial statements and related disclosures.

In November 2016, the FASB issued ASU 2016-18 Statement of Cash Flows (“ASU 2016-18”) which requires that amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2018 and should be applied using a retrospective transition method to each period presented. Early adoption is permitted. The Company does not have any restricted cash balances at December 31, 2017 and therefore, it does not expect the adoption of this standard will have a material impact on its consolidated financial statements.

 Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

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Fair Value Measurements

12 Months Ended

Dec. 31, 2017

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

3. 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.

 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 warrants to purchase common stock, which are accounted for as liabilities as discussed in Note 5 are classified as Level 3.

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, 2017 and 2016:

	Fair Value Measurement as of December 31, 2017
	(In thousands)
	Level 1		Level 2		Level 3		Total
Warrant liability	$	-	$	-	$	16	$	16
Total	$	-	$	-	$	16	$	16

	Fair Value Measurement as of December 31, 2016
	(In thousands)
	Level 1		Level 2		Level 3		Total
Warrant liability	$	-	$	-	$	605	$	605
Total	$	-	$	-	$	605	$	605

There were no transfers between Level 1 and Level 2 in either of the years ended December 31, 2017 and December 31, 2016.

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Property, Plant and Equipment, Net

12 Months Ended

Dec. 31, 2017

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

4. Property, Plant and Equipment, Net

Property, plant and equipment, net consist of the following:

	December 31,
	2017		2016
	(in thousands)
Leasehold improvements	$	584	$	467
Furniture, machinery and equipment		1,350		1,563
Computer equipment and software		464		447
Construction in progress		-		108
		2,398		2,585
Less: accumulated depreciation		(1,766)		(1,520)
Property, plant and equipment, net	$	632	$	1,065

Depreciation expense amounted to $413,000 and $454,000 for the years ended December 31, 2017 and 2016, respectively.

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Warrant Liability

12 Months Ended

Dec. 31, 2017

Warrant Liability [Abstract]

Warrant Liability [Text Block]

5. Warrant Liability

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. See Note 10

Due to a cash put provision within 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 income.

During 2017, warrant holders of 952,184 warrants agreed to the modification of the terms of their warrants, which resulted in placing all situations that would allow the warrant holder to put the warrant for cash fully in control of the Company. As a result of the modification, the modified warrants are no longer liability classified and do not need to be re-measured. These modifications resulted in a $3.7 million value of those warrants being reclassified from Warrant Liabilities to Additional Paid in Capital. There were 132,367 warrants exercised during 2017. The remaining un-modified 92,213 warrants will continue to be re-measured at each reporting period as long as they are outstanding and un-modified.

The Company has re-measured the liability to estimated fair value at inception, prior to modification and at each reporting date using the Black-Scholes option pricing model with the following weighted average assumptions:

	Assumptions for estimating fair value of warrants						Assumptions for estimating fair value
	modified during the three months ended						on reporting dates of
	September 30,			June 30,			December 31,			December 31,
	2017			2017			2017			2016
Risk-free interest rate		1.89	%		1.77	%		2.09	%		1.93	%
Expected volatility		82.3	%		82.4	%		85.0	%		72.7	%
Expected term (in years)		4.6			4.6			4.1			4.9
Expected dividend yield		-			-			-			-
Exercise price	$	8.00		$	10.00		$	8.00		$	35.25
Market value of common stock	$	8.20		$	6.60		$	0.87		$	17.80
Warrants to purchase shares of common stock		100,101			824,442			92,212			78,014

The following table presents a reconciliation of the Company’s warrant liabilities for the years ended December 31, 2017 and 2016:

	Warrant Liability
	(in thousands)
Balance at December 31, 2015	$	-
Issuance of warrants		1,281
Change in fair value upon re-measurement (1)		(676)
Balance at December 31, 2016		605
Issuance of warrants		3,787
Reclassification of warrant liability to additional paid in capital upon modification		(3,746)
Reclassification of warrant liability to additional paid in capital upon exercise		(581)
Change in fair value upon re-measurement (2)		(49)
Balance at December 31, 2017	$	16

(1) Issuance costs allocated to the warranty liability issued in 2016 amounted to $129 and have been included in the change in fair value of the warranty liability in the accompanying consolidated statements of operations and comprehensive loss.

(2) Issuance costs allocated to the warranty liability issued in 2017 amounted to $385 and have been included in the change in fair value of the warranty liability in the accompanying consolidated statements of operations and comprehensive loss.

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Commitments and Contingent Liabilities

12 Months Ended

Dec. 31, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

6. Commitments and Contingent Liabilities

Lease Arrangement

First Pecos Breach Notice

In June, 2017, the Company entered into a binding Memorandum of Understanding with First Pecos, LLC (“First Pecos”), pursuant to which the Company agreed to issue to First Pecos in a 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 with a per-share purchase price of $1,000.

In October 2017, as a result of First Pecos failure to deliver the Purchase Price to the Company following satisfaction of all closing conditions in the Purchase Agreement, the Company delivered a notice to First Pecos and its manager, Leon “Chip” Greenblatt III, stating that First Pecos was in breach of the Purchase Agreement. None of the shares of common stock, shares of Preferred Stock or Warrants were issued to First Pecos. Also in October 2017, First Pecos delivered a notice to the Company stating that, as a result of alleged breaches by the Company of its obligations pursuant to the Purchase Agreement, First Pecos terminated the Purchase Agreement and demanded that the Company pay a $500,000 termination fee pursuant to the terms of the Purchase Agreement.

The Company believes that it was not in breach of the Purchase Agreement at any time, and that First Pecos’ notice was unjustified and without any legal merit or factual basis. Accordingly, the Company believes that First Pecos was not entitled to terminate the Purchase Agreement, and is not entitled to any termination fee thereunder, as the failure to consummate the Pecos Placement resulted from First Pecos’ breach of the Purchase Agreement. The Company has not accrued for this liability as the Company believes the claim to be without merit.

In October 2013, the Company entered into a sublease with Harvard Bioscience effective November 1, 2013 for its headquarters, offices, manufacturing, and research and development facilities located in Holliston, Massachusetts. The operating lease was non-cancelable for an initial eighteen-month period. The sublease was automatically extended in 2017 through May 31, 2018 and will renew annually unless the Company or Harvard Bioscience provides a notice of termination within one hundred and eighty days prior to May 31 of each year. Total rent expense was $0.1 million and $0.1 million for the years ended December 31, 2017 and 2016, respectively. Future minimum lease payments for operating leases with initial or remaining terms in excess of one year at December 31, 2017 amounts to $102 thousand in 2018 and $43 thousand in 2019. See Note 15.

Other

On April 14, 2017, representatives for the estate of a deceased individual filed a civil lawsuit in the Suffolk Superior Court, in Boston, Massachusetts, against the Company, Harvard Bioscience and other defendants. The complaint alleges that the decedent was harmed by two tracheal implants that incorporated synthetic trachea scaffolds and a biologic component combined by the implanting surgeon with a bioreactor, and surgically implanted in the decedent in two surgeries performed in 2012 and 2013, which harm caused her injury and death. The civil complaint seeks a non-specific sum of money to compensate the plaintiffs. This civil lawsuit 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 nor to 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 lacks 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 been informed by its insurance provider that the case has been accepted as an insurable claim under the Company’s product liability insurance policy.

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.

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Income Taxes

12 Months Ended

Dec. 31, 2017

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

7. Income Taxes

Income taxes for the years ended December 31, 2017 and 2016 differed from the amount computed by applying the U.S. federal income tax rate of 34% to pre-tax loss as a result of the following:

	Years ended December 31,
	2017		2016
	(in thousands)
Computed “expected” income tax benefit	$	(4,051)	$	(3,937)
Increase (decrease) in income taxes resulting from:
Foreign tax rate and regulation differential		-		1
State income tax benefit, net of federal income tax benefit		(716)		(694)
Permanent items, primarily change in fair value of warrants		143		(185)
Tax credits		(452)		(400)
Adjustment of prior year income tax		729		-
Change in deferred income tax rate		5,652		-
Change in valuation allowance allocated to income tax expense		(1,305)		5,215
Total income taxes	$	-	$	-

The Company has incurred pre-tax losses for the years ended December 31, 2017 and 2016:

	Years ended December 31,
	2017		2016
	(in thousands)
Domestic	$	(11,916)	$	(11,569)
Foreign		-		(10)
Total	$	(11,916)	$	(11,579)

The components of the Company’s deferred tax asset are as follows:

	Years ended December 31,
	2017		2016
	(in thousands)
Deferred tax assets:
Operating loss and credit carryforwards	$	6,819	$	7,207
Capitalized research and development		4,939		5,282
Stock-based compensation		2,021		2,683
Other		56		63
Total deferred tax assets		13,835		15,235
Less: valuation allowance		(13,835)		(15,140)
Deferred tax assets		-		95
Deferred tax liabilities:
Accrued expenses		-		95
Deferred tax assets, net		-		-

On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (“TCJA”) that significantly reforms the Internal Revenue Code of 1986, as amended. The TCJA, among other things, contains significant changes to corporate taxation, including reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, effective as of January 1, 2018; limitation of the tax deduction for interest expense; limitation of the deduction for net operating losses to 80% of annual taxable income and elimination of net operating loss carrybacks, in each case, for losses arising in taxable years beginning after December 31, 2017 (though any such tax losses may be carried forward indefinitely); and modifying or repealing many business deductions and credits, including reducing the business tax credit for certain clinical testing expenses incurred in the testing of certain drugs for rare diseases or conditions generally referred to as “orphan drugs”.

The staff of the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the TCJA. The Company has reevaluated its assets and liabilities associated with such future tax benefits in the current year and recognized a decrease in its deferred tax asset of $5.8 million. This reduction in the deferred tax asset from the change in the deferred tax rate has been offset by a coinciding reduction in the associated valuation allowance, creating a $0 net impact.

The Company has recorded a valuation allowance against its deferred tax assets for the years ended December 31, 2017 and 2016, because the Company’s management believes that it is more likely than not that these assets will not be realized. The valuation allowance increased by approximately $5.2 million for the year ended December 31, 2016 primarily as a result of operating losses generated with no corresponding financial statement benefit. The valuation allowance decreased by approximately $1.1 million for the year ended December 31, 2017 due to the decrease in the corporate tax rate from 34% to 21%, which was enacted on December 22, 2017, partially offset by an increase in net operating losses.

As of December 31, 2017, the Company had federal net operating loss carryforwards (“NOLs”) of approximately $19.8 million to offset future federal taxable income. As of December 31, 2017, the Company had state net operating loss carryforwards of approximately $19.4 million to offset future state taxable income. The federal and state NOLs begin to expire in 2033. As of December 31, 2017, the Company also has federal and state tax research and development credit carryforwards of approximately $0.9 million and $0.6 million, respectively, to offset future income taxes. The federal and state research and development tax credit carryforwards begin to expire in 2033 and 2029, respectively

Under the provisions of the Internal Revenue Code, the net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50 percent, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has recently completed several equity financings transactions which have either individually or cumulatively resulted in a change in control as defined by Sections 382 and 383 of the Internal Revenue Code, or could result in a change in control in the future. The Company does not believe the impact of any limitation on the use of its net operating loss or credit carryforwards will have a material impact on the Company’s consolidated financial statements since the Company has a full valuation allowance against its deferred tax assets due to the uncertainty regarding future taxable income for the foreseeable future.

For all years through December 31, 2017, the Company generated research credits but has not conducted a study to document the qualified activities. This study may result in an adjustment to the Company's research and development credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company's research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the deferred tax asset established for the research and development credit carryforwards and the valuation allowance.

Harvard Bioscience received a Supplemental Ruling to the Private Letter Ruling dated March 22, 2013 from the IRS to the effect that, among other things, the Separation and related distribution of all of the shares of the Company’s common stock by Harvard Bioscience will qualify as a transaction that is tax-free for U.S. federal income tax purposes under Section 355 and 368(a)(1)(D) of the Internal Revenue Code continuing in effect. The private letter and supplemental rulings and the tax opinion that Harvard Bioscience received from legal counsel to Harvard Bioscience rely on certain representations, assumptions and undertakings, including those relating to the past and future conduct of the Biostage business, and neither the private letter and supplemental rulings nor the opinion would be valid if such representations, assumptions and undertakings were incorrect. Moreover, the private letter and supplemental rulings do not address all the issues that are relevant to determining whether the Distribution will qualify for tax-free treatment. Notwithstanding the private letter and supplemental rulings and opinion, the IRS could determine the Distribution should be treated as a taxable transaction for U.S. federal income tax purposes if, among other reasons, it determines any of the representations, assumptions or undertakings that were included in the request for the private letter and supplemental rulings are false or have been violated or if it disagrees with the conclusions in the opinion that are not covered by the IRS ruling.

To preserve the tax-free treatment to Harvard Bioscience of the Separation and Distribution, for the two-year period following the Distribution, which such period ended November 1, 2015, the Company was limited, except in specified circumstances, from entering into certain transactions pursuant to which all or a portion of the Company’s stock would be acquired, whether by merger or otherwise; issuing equity securities beyond certain thresholds; repurchasing the Company’s common stock; and ceasing to actively conduct the Company’s regenerative medicine business. In addition, at all times, including during and following such two-year period, the Company may not take or fail to take any other action that prevents the Separation and Distribution and related transactions from being tax-free.

If the Distribution fails to qualify for tax-free treatment, in general, Harvard Bioscience would be subject to tax as if it had sold the Company’s common stock in a taxable sale for its fair market value, and Harvard Bioscience stockholders who receive shares of Biostage common stock in the Distribution would be subject to tax as if they had received a taxable Distribution equal to the fair market value of such shares.

Under the tax sharing agreement between Harvard Bioscience and the Company, the Company would generally be required to indemnify Harvard Bioscience against any tax resulting from the Distribution to the extent that such tax resulted from (i) an acquisition of all or a portion of our stock or assets, whether by merger or otherwise, (ii) other actions or failures to act by the Company, or (iii) any of the Company’s representations or undertakings being incorrect or violated. The Company’s indemnification obligations to Harvard Bioscience and its subsidiaries, officers and directors are not limited by any maximum amount. If the Company is required to indemnify Harvard Bioscience or such other persons under the circumstances set forth in the tax sharing agreement, the Company may be subject to substantial liabilities.

All deferred tax assets prior to the Separation remained with Harvard Bioscience, Inc.

The Company has determined that any uncertain tax positions would have no material impact on the consolidated financial statements of the Company and there are no unrecognized tax benefits or related interest and penalties accrued for the period for the years ended December 31, 2017 and 2016. When necessary, the Company will recognize interest and penalties related to uncertain tax positions in income tax expense.

The Company is subject to U.S. federal income tax and Massachusetts state income tax. The statute of limitations for assessment by the IRS and state tax authorities is open for all periods from inception through December 31, 2017; currently, no federal or state income tax returns are under examination by the respective taxing authorities.

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Employee Benefit Plans

12 Months Ended

Dec. 31, 2017

Compensation and Retirement Disclosure [Abstract]

Compensation and Employee Benefit Plans [Text Block]

8. Employee Benefit Plans

The Company sponsors a retirement plan for their U.S. employees, which includes employee savings plans established under Section 401(k) of the U.S. Internal Revenue Code (the “401(k) Plan”). The 401(k) Plan covers substantially all full-time employees who meet certain eligibility requirements. Contributions to the retirement plan are at the discretion of management. The Company’s matching contributions to the plan were approximately $0.1 million for each of the years ended December 31, 2017 and 2016.

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Preferred Stock

12 Months Ended

Dec. 31, 2017

Equity [Abstract]

Preferred Stock [Text Block]

9. Preferred Stock

The Company had the following categories of Preferred Stock, $0.01 par value, at December 31, 2017:

	Authorized		Issued		Outstanding
Undesignated Preferred Stock		984,000		-		-
Series B Convertible Preferred Stock (1)		1,000,000		695,857		-
Series C Convertible Preferred Stock (2)		4,000		-		-
Series D Convertible Preferred Stock		12,000		3,108		3,108

The Company had the following categories of Preferred Stock, $0.01 par value, at December 31, 2016:

	Authorized		Issued		Outstanding
Undesignated Preferred Stock		996,000		-		-
Series B Convertible Preferred Stock (1)		1,000,000		695,857		-
Series C Convertible Preferred Stock (2)		4,000		-		-

(1) The Company issued 695,857 shares of its Series B Convertible Preferred Stock in February 2015, which were subsequently converted into common stock during the year ended December 31, 2015.

(2) The Company designated the Series Convertible Preferred Stock in August 2017, but did not issue any Series C convertible preferred shares.

Undesignated Preferred Stock

The Board of Directors may exercise its authority to issue undesignated preferred shares and determine the price, privileges and other terms of the shares without any further approval of stockholders.

Series D Convertible Preferred Stock

On December 27, 2017, the Company issued 518,000 shares of its common stock at $2.00 per share, 3,108 shares of its Series D Convertible Preferred Stock (the “Series D Preferred Stock”) at $1,000 per share, and warrants to purchase 3,108,000 shares of common stock at an exercise price of $2.00 per share, in exchange for aggregate gross proceeds of approximately $4.1 million in a private placement transaction of unregistered shares. The warrants were immediately exercisable and expire in December 2022. The Company has allocated $2.1 million of consideration to the warrants using the relative fair-value method and included such amount in additional paid in capital.

The relevant features of Series D Preferred Stock are as follows:

Liquidation Rights

In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the affairs of the Company (a “Deemed Liquidation Event”), each holder of a share of the Series D Preferred Stock is entitled to receive on a pari-passu basis with common stockholders any distribution of any of the assets or surplus funds of the Company as if all of the shares of Series D Preferred Stock been converted to common stock prior to the Deemed Liquidation Event.

Conversion

Each share of Series D Preferred Stock is convertible at the option of the holder, at any time after the date of issuance and without the payment of any additional consideration, into that number of shares of common stock as is determined by dividing the stated value of each share of Series D Preferred Stock of $1,000 by a conversion price of $2.00 per share. The shares of Series D Preferred Stock were convertible into 1,554,000 shares of common stock at December 31, 2017.

Voting Rights

The holders of Series D Preferred Stock are entitled to vote on all matters on which shares of common stock are entitled to vote (on an as-if-converted to common stock basis).

Dividend Rights

Holders of Series D Preferred Stock are entitled to receive, and the Company will pay, dividends on shares of Series D Preferred Stock equal (on an as-if-converted-to-common stock basis) to and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the common stock. No other dividends shall be paid on shares of Series D Preferred Stock.

Redemption Rights

The holders of Series D Preferred Stock are not entitled to any redemption rights, other than those under their liquidation rights.

Protective Rights

Holders of Series D Preferred Shares are entitled to certain protective rights whereby the Company cannot make certain decisions without the consent of a majority of the outstanding holders of the Series D Preferred Stock.

Classification 

The Company has classified the Series D Preferred Stock as permanent equity since the ability to control redemption is not outside of the Company’s control.

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Common Stock

12 Months Ended

Dec. 31, 2017

Equity [Abstract]

Common Stock [Text Block]

10. Common Stock

During 2017, the Company increased the number of common shares authorized from 60 million to 120 million. 

The following represent the Company’s common stock transactions during December 31, 2017 and 2016:

December 2017 Private Placement

On December 27, 2017, the Company issued 518,000 shares of its common stock at $2.00 per share in connection with its Series D Preferred Stock issuance in a private placement transaction. See Note 9.

February 2017 Shares Offering

On February 10, 2017, the Company completed a public offering of 1,000,000 shares of common stock at a purchase price of $8.00 per share and the issuance of warrants to purchase 1,000,000 million shares of common stock at an exercise price of $8.00 per warrant for gross proceeds of $8.0 million or approximately $6.8 million net of issuance costs. Additionally, the Company issued to the placement agent warrants to purchase 50,000 shares of common stock for the offering at an exercise price of $10.00 per warrant. 

May 2016 Share Offerings

On May 19, 2016, the Company closed on a Securities Purchase Agreement (the “Purchase Agreement”) for the sale of 141,844 shares of common stock at a purchase price of $35.25 per share and the issuance of warrants to purchase 70,922 shares of common stock at an exercise price of $35.25 per warrant for gross proceeds of $5.0 million. Additionally, the Company issued to the placement agent warrants to purchase 7,092 shares of common stock to the placement agent for the offering at an exercise price of $35.25 per warrant. The warrants are exercisable and expire May 19, 2021. As of December 31, 2017, all 78,041 warrants remain outstanding.

In addition, in a separate transaction the Company issued 7,500 shares of common stock under the common stock purchase agreement with Aspire Capital Fund, LLC in exchange for gross proceeds of $371,000, or $349,000 net of issuance costs on May 12, 2016. The transaction was the final issuance under a common stock purchase agreement with Aspire Capital Fund, LLC which commenced in December 2015 and was terminated without penalty on May 17, 2016.

Employee Stock Purchase Plan

In 2013, the Company approved the 2013 Employee Stock Purchase Plan (the “ESPP Plan”). Under the ESPP Plan, participating employees can authorize the Company to withhold a portion of their base pay during consecutive six-month payment periods for the purchase of shares of the Company’s common stock. At the conclusion of the period, participating employees can purchase shares of the Company’s common stock at 85% of the lower of the fair market value of the Company’s common stock at the beginning or end of the period. Shares are issued under the plan for the six-month periods ending June 30 and December 31. Under this plan, 7,500 shares of common stock are authorized for issuance of which 4,534 shares were issued as of December 31, 2017. There are 2,966 shares available for issuance as of December 31, 2017.

Shareholder Rights Plan

The Company had adopted a Shareholder Rights Plan and declared a dividend distribution of one preferred stock purchase right for each outstanding share of the Company’s common stock. Initially, these rights would not be exercisable and traded with the shares of the Company’s common stock. The Company’s Board of Directors canceled the Shareholder Right Plan in August 2017.

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Share-Based Compensation

12 Months Ended

Dec. 31, 2017

Share-based Compensation [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

11. Share-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’s policy is to issue stock available from its registered but unissued stock pool through its transfer agent to satisfy stock option exercises and vesting of the restricted stock units. The vesting period for awards is generally four years and the contractual life is ten years. In March 2016, the Company’s board of directors approved an increase of 100,000 shares from 198,000 shares of its common stock authorized to be issued under the Plan to 298,000 shares.

On October 31, 2013, Harvard Bioscience, Inc. (“Harvard Bioscience”) contributed its regenerative medicine business assets, plus $15 million of cash, into Biostage (the “Separation”). On November 1, 2013, the spin-off of the Company from Harvard Bioscience was completed. On that date, the Company became an independent company that operates the regenerative medicine business previously owned by Harvard Bioscience. The spin-off was completed through the distribution to Harvard Bioscience stockholders of all the shares of common stock of Biostage (the “Distribution”).

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. During 2017 and 2016, no options or restricted stock units were granted to Harvard Bioscience employees or directors, and the Company does not anticipate issuing any to Harvard Bioscience employees in the future.

Stock option activity under the Plan for the year ended December 31, 2017 was as follows:

			Weighted-average		Weighted-average
	Amount		exercise price		contractual life
Outstanding at December 31, 2016		193,884	$	56.10		8.37
Granted		94,825		7.94
Canceled		(121,235)
Outstanding at December 31, 2017		167,474	$	45.84		6.99
Options exercisable		100,188	$	63.28		5.99
Options vested and expected to vest		152,117	$	47.89

Aggregate intrinsic value for outstanding options and exercisable options for the year ended December 31, 2017 amounted to $0 and was based on the Company’s closing stock price of $0.87 per share as of December 31, 2017. As of December 31, 2017, unrecognized compensation cost related to unvested awards amounted to $0.7 million, which will be recognized over a weighted average period of 1.79 years.

The Company uses the Black- Scholes model to value its stock options. The weighted average assumptions for valuing those options granted were as follows:

	Year Ended December 31,
	2017			2016
Volatility		79.21	%		74.18	%
Risk-free interest rate		2.27	%		1.53	%
Expected holding period		6.31 years			6.14 years
Dividend yield		-	%		-	%

The Company used the volatility of comparable companies, as management did not believe that our trading history was of a sufficient duration to provide an accurate estimate of expected volatility. The risk-free interest rate assumption is based upon observed Treasury bill interest rates (risk-free) appropriate for the expected term of the Company’s employee stock options. The simplified method of estimating expected term was used.

The Company also estimated the fair value of non-employee share options using the Black-Scholes option pricing model reflecting the same assumptions as applied to employee and director options in each of the reporting periods, other than the expected life, which is assumed to be the remaining contractual life of the options.

The weighted average estimated fair value of stock options granted using the Black-Scholes model was $5.56 per share during 2017 and $20.26 per share during 2016.

The Company also has issued restricted stock units under the Plan. Unvested shares of restricted common stock may not be sold or transferred by the holder. The following table summarizes the Company’s unvested restricted stock unit activity under the Plan for the year ended December 31, 2017:

			Grant date fair
	Amount		value
Unvested at December 31, 2016		13	$	120.00
Granted		20,237		7.68
Canceled		(5,362)		7.68
Vested		(13)		120.00
Unvested at December 31, 2017		14,875	$	7.68

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. All awards that were granted to the Company’s employees and directors were at exercise prices equal to or greater than fair market value of the Harvard Bioscience’s common stock on the date of grant. 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. The vesting period is generally four years and the contractual life is ten years.

As of December 31, 2017, there was no unrecognized compensation costs as all awards were fully vested.

Share-based compensation expense related to both the Plan and the Harvard Bioscience Plan for the years ended December 31, 2017 and 2016 was allocated as follows:

	Years Ended December 31,
	2017		2016
	(in thousands)
Research and development	$	276	$	668
Selling, general and administrative		417		659
Total stock-based compensation	$	693	$	1,327

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Net loss per Share

12 Months Ended

Dec. 31, 2017

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

12. Net loss per Share

Basic and diluted net loss per share was calculated as follows:

	Years Ended December 31,
	2017		2016
	(in thousands, except per share data)
Net loss	$	(11,916)	$	(11,579)
Weighted average shares outstanding		1,797		799
Net loss per share – basic and diluted	$	(6.63)	$	(14.49)

The Company’s potential dilutive securities, which include stock options, unvested restricted common stock units, Series D convertible preferred stock and warrants, have been excluded from the computation of diluted net loss per share whenever the effect of including them would be to reduce the net loss per share. In periods where there is a net loss, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same.

The following potential common shares were excluded from the calculation of diluted net loss per share attributable to common stockholders for the years ended December 31, 2017 and 2016 because including them would have had an anti-dilutive effect:

	Years Ended December 31,
	2017		2016
	(in thousands)
Series D convertible preferred stock		1,554,000		-
Unvested restricted common stock units		14,875		13
Warrants to purchase common stock		4,103,647		78,014
Options to purchase common stock		167,474		193,884
Total		5,839,996		271,911

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Headcount Reduction

12 Months Ended

Dec. 31, 2017

Restructuring and Related Activities [Abstract]

Restructuring, Impairment, and Other Activities Disclosure [Text Block]

13. Headcount Reduction

During October and November 2017 and in effort to conserve cash, the Company completed a reduction in headcount of 20 of its employees. In addition, officers of the Company agreed to a temporary reduction in their salaries by 50% effective November 2017. The Company incurred charges for termination benefits in connection with the headcount reduction of approximately $99,000 for employee severance and related costs. The Company did not make any payments during the year ended December 31, 2017. All amounts were paid in January and February 2018.

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Other Expense

12 Months Ended

Dec. 31, 2017

Other Income and Expenses [Abstract]

Other Nonoperating Income and Expense [Text Block]

14. Other Expense

Other income (expense), net consisted of the following for the years ended December 31, 2017 and 2016:

	Years Ended December 31,
	2017		2016
	(in thousands)
Other expense:
Loss on disposal of equipment	$	(111)	$	-
Total other expense	$	(111)	$	-

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Related Party Transactions

12 Months Ended

Dec. 31, 2017

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

15. Related Party Transactions

Relationship with Harvard Bioscience

On October 31, 2013, Harvard Bioscience, Inc. contributed its regenerative medicine business assets, plus $15 million of cash, into Biostage pursuant to the Separation. On November 1, 2013, the spin-off of the Company from Harvard Bioscience was completed. On that date, the Company became an independent company that operates the regenerative medicine business previously owned by Harvard Bioscience. The spin-off was completed through the distribution of all the shares of common stock of Biostage to Harvard Bioscience stockholders pursuant to the Distribution.

At the time of the Separation, the Company entered into a 10-year product distribution agreement with Harvard Bioscience under which each company will become the exclusive distributor for the other party for products such other party develops for sale in the markets served by the other. In addition, Harvard Bioscience has agreed that except for certain existing activities of its German subsidiary, to the extent that any Harvard Bioscience business desires to resell or distribute any bioreactor that is then manufactured by the Company, the Company will be the exclusive manufacturer of such bioreactors and Harvard Bioscience will purchase such bioreactors from the Company. Since inception of the Company, sales to Harvard Bioscience accounted for 100% of the Company’s revenues and receivables.

On November 3, 2017, in exchange for settlement of approximately $0.1 million of outstanding rent and operating expenses due to Harvard Bioscience, Biostage sold all of its current stock of research bioreactor parts, a royalty free perpetual sublicensable and transferable right and license to use the intellectual property, including but not limited to certain patents covering research bioreactors, and relinquished exclusive manufacturing or distribution rights with respect to research bioreactors to Harvard Bioscience. The Company had ceased the manufacture of research bioreactors in late 2016, to concentrate its efforts solely development of its clinical product candidates. This settlement only covers research bioreactors, not to be used for clinical purposes. The Company retains full exclusive rights to all assets and rights associated with the clinical bioreactor used in the development of the Company’s current Cellframe technology.

Due to Related Party

In connection with the Company’s private placement transaction in December 2017, an investor placed a deposit in the amount of $0.3 million with the Company, which was subsequently repaid in January 2018.

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Quarterly Financial Information

12 Months Ended

Dec. 31, 2017

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Information [Text Block]

16. Quarterly Financial Information (Unaudited)

Statement of Operations Data:

	First		Second		Third		Fourth		Fiscal
2017	Quarter		Quarter		Quarter		Quarter		Year
	(in thousands, except per share data)
Revenues	$	-	$	-	$	-	$	-	$	-
Gross profit		-		-		-		-		-
Net loss		(3,841)		(3,603)		(3,243)		(1,229)		(11,916)
Basic and diluted net loss per share	$	(2.83)	$	(1.94)	$	(1.66)	$	(0.61)	$	(6.63)

	First		Second		Third		Fourth		Fiscal
2016	Quarter		Quarter		Quarter		Quarter		Year
	(in thousands, except per share data)
Revenues	$	-	$	28	$	26	$	28	$	82
Gross (loss) profit		-		(16)		13		(31)		(34)
Net loss		(2,472)		(2,712)		(3,053)		(3,342)		(11,579)
Basic and diluted net loss per share	$	(3.50)	$	(3.49)	$	(3.57)	$	(3.91)	$	(14.49)

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Subsequent events

12 Months Ended

Dec. 31, 2017

Subsequent Events [Abstract]

Subsequent Events [Text Block]

17. Subsequent events

On March 28, 2018, the Company was awarded a Fast-Track Small Business Innovation Research (SBIR) grant by the Eunice Kennedy National Institute of Child Health and Human Development. The award for Phase I was $225,000 and the SBIR grant has the potential to provide a total award of $1.7 million. If Phase I is successful, and funding is available, a Phase II award of up to approximately $1.5 million would support pre-clinical testing of pediatric Cellspan™ Esophageal Implants planned to begin later in 2017. The Phase II Funds, if awarded, would be spent over an estimated two years.

On February 20, 2018, the Company completed a private placement of 302,115 shares of common stock at a purchase price of $3.31 per share for net proceeds of $1.0 million.

On January 3, 2018, the Company issued 50,000 shares of its common stock at a price of $2.00 per share and warrants to purchase 75,000 shares of common stock at an exercise price of $2.00 per share. The Company received net proceeds from the sale of common stock of $0.1 million.

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

The consolidated financial statements include the accounts of Biostage and its three wholly-owned subsidiaries, Harvard Apparatus Regenerative Technology GmbH (Germany), Harvard Apparatus Regenerative Technology AB (Sweden) and Biostage Limited (UK), which are currently dormant. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

The process of preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Such estimates include, but are not limited to, stock-based compensation, valuation of warrant liability, accruals, depreciation and income taxes. Actual results could differ from those estimates and changes in estimates may occur.

Segment Reporting, Policy [Policy Text Block]

Segment

The Company has one business segment and does not have significant costs or assets outside the United States.

Property, Plant and Equipment, Policy [Policy Text Block]

Property, Plant and Equipment

Property, plant and equipment are carried at cost and depreciated using the straight-line method over the estimated useful lives of the assets as follows:

Leasehold improvements	Shorter of expected useful life or lease term
Furniture, machinery and equipment, computer equipment and software	3- 7 years

Maintenance and repairs are charged to expense as incurred, while any additions or improvements are capitalized.

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An asset, or group of assets, are considered to be impaired when the undiscounted estimated net cash flows expected to be generated by the asset, or group of assets, are less than its carrying amount. The impairment recognized is the amount by which the carrying amount exceeds the fair market value of the impaired asset, or group of assets.

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition

The Company follows the provisions of FASB ASC 605, “Revenue Recognition”. The Company recognizes product revenue when persuasive evidence of a sales arrangement exists, the price to the buyer is fixed or determinable, delivery has occurred, and collectability of the sales price is reasonably assured. To date, the Company has recognized revenues only for sales of its research bioreactor systems. Sales of some of the Company’s products include additional services such as installation and training. Revenues on these products are recognized when the additional services have been performed. Service agreements on its equipment are typically sold separately from the sale of the equipment.

The Company accounts for shipping and handling fees and costs in accordance with the provisions of FASB ASC 605-45-45, “Revenue Recognition - Principal Agent Considerations”, which requires all amounts charged to customers for shipping and handling to be classified as revenues. Costs related to shipping and handling are classified as cost of revenues. Provisions for warranties and product returns are estimated and accrued at the time sales are recorded. The Company has no obligations to customers after the date products are shipped or installed, if applicable, other than pursuant to warranty obligations. The Company provides for the estimated amount of future returns upon shipment of products or installation, if applicable, based on historical experience.

The Company did not recognize any revenue during the year ended December 31, 2017.

Research and Development Expense, Policy [Policy Text Block]

Research and Development

Research and development costs are expensed as incurred.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Stock-based Compensation

The Company measures all stock options and restricted stock awards granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense of those awards, net of forfeitures, over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company issues stock options and restricted stock awards with only service-based vesting conditions on a straight-line basis over the requisite service period for the entire award (that is, over the requisite service period of the last separately vesting portion of the award).

The Company measures share-based awards granted to consultants and non-employees based on the fair value of the award on the date at which the related service is complete. Compensation expense is recognized over the period during which services are rendered by such consultants and non-employees until completed. At the end of each financial reporting period prior to completion of the service, the fair value of these awards is re-measured using the then-current fair value of our ordinary shares and updated assumption inputs in the Black-Scholes option-pricing model

The Company elected to use the Black-Scholes option-pricing model for valuation of stock-based payment awards. The determination of fair value of stock-based payment awards on the date of grant using the Black-Scholes option-pricing model is affected by its stock price as well as assumptions regarding a number of subjective variables. These variables include, but are not limited to, its expected stock price volatility over the term of the awards and actual and projected employee stock option exercise behaviors. When performance-based grants are issued, the Company recognizes no expense until achievement of the performance requirement is deemed probable.

Share-based compensation expense is based on awards ultimately expected to vest and has been reduced for annualized estimated forfeiture where the minimum amount of expense recorded is at least equal to the percent of an award vested. Forfeitures were estimated based on historical experience and weighting of various employee classes under the respective Plans at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The fair values of Restricted Stock Units (RSU) are based on the number of shares granted and market price of the stock on the date of grant and are recorded as compensation expense ratably over the applicable service period, which is generally four years. Unvested restricted stock units and vested and unvested stock options are forfeited in the event of termination of employment.

Income Tax, Policy [Policy Text Block]

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

A valuation allowance is recorded when it is more likely than not that some or all of the deferred tax assets will not be realized. Accordingly, the Company provides a valuation allowance, if necessary, to reduce deferred tax assets to amounts that are expected to be realizable.

Tax positions taken or expected to be taken in the course of preparing our tax returns are required to be evaluated to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet a more-likely-than-not threshold would be recorded as a tax expense in the current year.

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.

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Foreign Currency Translation

The functional currency of the Company’s foreign subsidiaries is their local currency. All assets and liabilities of its foreign subsidiaries are translated at exchange rates in effect at period-end. Income and expenses are translated at rates which approximate those in effect on the transaction dates. The resulting translation adjustment is recorded as a separate component of stockholders’ equity in accumulated other comprehensive loss in the consolidated balance sheets. Gains and losses resulting from foreign currency transactions are included in net loss. There was no cumulative translation adjustment at December 31, 2017 and 2016. The translation adjustment amount to approximately $8,000 for the year ended December 31, 2016. There was no translation adjustment for the year ended December 31, 2017 or foreign exchange currency gains or losses for the year ended December 31, 2017 and 2016.

Comprehensive Income, Policy [Policy Text Block]

Comprehensive Loss

Comprehensive loss is comprised of net loss and other comprehensive loss. The Company follows the provisions of Financial Accounting Standards Board Accounting Standards Codification 220, “Comprehensive Income” (“FASB ASC 220”). FASB ASC 220 requires companies to report all changes in equity during a period, resulting from net income (loss) and transactions from non-owner sources, in a financial statement in the period in which they are recognized. The Company has chosen to disclose comprehensive loss, which encompasses net loss, foreign currency translation adjustments, net of tax, in the consolidated statements of operations and comprehensive loss.

Derivatives, Policy [Policy Text Block]

Warrant Liability

The Company classifies a warrant to purchase shares of its common stock as a liability on its consolidated balance sheets when the warrant is a free-standing financial instrument that may require the Company to transfer cash consideration upon exercise and that cash transfer event would be out of the Company’s control. Such a “liability warrant” is initially recorded at fair value on date of grant using the Black-Scholes model and net of issuance costs, and it is subsequently re-measured to fair value at each subsequent balance sheet date. Changes in fair value of the warrant are recognized as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrant.

For warrants that do not meet the criteria of a liability warrant, the Company measures the value assigned to the warrant using the relative value method to allocate value to the common stock, preferred stock and warrants. The Company uses the Black-Scholes model to measure the value of the warrants at issuance and then applies the relative fair-value of the equity transaction between common stock, preferred stock and warrants. Common stock, preferred stock, and warrants each are considered permanent equity and any potential difference in fair value of each instrument would be reallocated within permanent equity with no periodic remeasurement.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentration of Credit Risk

Sales to Harvard Bioscience, the Company’s former distributor of research bioreactor systems, accounted for 100% of the trade receivables and revenues as of and for the year ended December 31, 2016. The Company did not record any revenues or accounts receivable during the year ended December 31, 2017.

Recently Adopted Accounting Pronouncements [Policy Text Block]

Recently Adopted Accounting Pronouncements

  

In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-09, Stock Compensation - Improvements to Employee Share-Based Payment Accounting, (“ASU 2016-09”), which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows and policy elections on the impact for forfeitures. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016 and interim periods within those annual periods. The Company has adopted ASU 2016-09 in 2017 and adoption did not have a significant impact on the Company’s consolidated financial statements or related disclosures.

In August 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” (“ASU 2014-15”) to provide guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. The Company adopted ASU 2014-15 during the year ended December 31, 2016 and has included the required disclosures in Note 1 to the consolidated financial statements.

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Issued Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”), issued ASU, 2016-02- Leases (Topic 842) (“ASU 2016-02”). The ASU requires companies to recognize on the balance sheet the assets and liabilities for the rights and obligations created by leased assets. ASU 2016-02 will be effective for the Company in the first quarter of 2019, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2016-02 will have on the Company’s consolidated financial statements or related disclosures.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). This amendment addresses eight classification issues related to the statement of cash flows. For public business entities, the amendments in ASU 2016-15 are effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2017. The Company does not expect the adoption of this standard will have a material impact on its consolidated financial statements and related disclosures.

In November 2016, the FASB issued ASU 2016-18 Statement of Cash Flows (“ASU 2016-18”) which requires that amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2018 and should be applied using a retrospective transition method to each period presented. Early adoption is permitted. The Company does not have any restricted cash balances at December 31, 2017 and therefore, it does not expect the adoption of this standard will have a material impact on its consolidated financial statements.

 Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

Schedule Of Property Plant And Equipment Useful Lives [Table Text Block]

Property, plant and equipment are carried at cost and depreciated using the straight-line method over the estimated useful lives of the assets as follows:

Leasehold improvements	Shorter of expected useful life or lease term
Furniture, machinery and equipment, computer equipment and software	3- 7 years

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2017

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

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, 2017 and 2016:

	Fair Value Measurement as of December 31, 2017
	(In thousands)
	Level 1		Level 2		Level 3		Total
Warrant liability	$	-	$	-	$	16	$	16
Total	$	-	$	-	$	16	$	16

	Fair Value Measurement as of December 31, 2016
	(In thousands)
	Level 1		Level 2		Level 3		Total
Warrant liability	$	-	$	-	$	605	$	605
Total	$	-	$	-	$	605	$	605

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Property, Plant and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2017

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

Property, plant and equipment, net consist of the following:

	December 31,
	2017		2016
	(in thousands)
Leasehold improvements	$	584	$	467
Furniture, machinery and equipment		1,350		1,563
Computer equipment and software		464		447
Construction in progress		-		108
		2,398		2,585
Less: accumulated depreciation		(1,766)		(1,520)
Property, plant and equipment, net	$	632	$	1,065

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Warrant Liability (Tables)

12 Months Ended

Dec. 31, 2017

Warrant Liability [Abstract]

Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block]

The Company has re-measured the liability to estimated fair value at inception, prior to modification and at each reporting date using the Black-Scholes option pricing model with the following weighted average assumptions:

	Assumptions for estimating fair value of warrants						Assumptions for estimating fair value
	modified during the three months ended						on reporting dates of
	September 30,			June 30,			December 31,			December 31,
	2017			2017			2017			2016
Risk-free interest rate		1.89	%		1.77	%		2.09	%		1.93	%
Expected volatility		82.3	%		82.4	%		85.0	%		72.7	%
Expected term (in years)		4.6			4.6			4.1			4.9
Expected dividend yield		-			-			-			-
Exercise price	$	8.00		$	10.00		$	8.00		$	35.25
Market value of common stock	$	8.20		$	6.60		$	0.87		$	17.80
Warrants to purchase shares of common stock		100,101			824,442			92,212			78,014

Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

The following table presents a reconciliation of the Company’s warrant liabilities for the years ended December 31, 2017 and 2016:

	Warrant Liability
	(in thousands)
Balance at December 31, 2015	$	-
Issuance of warrants		1,281
Change in fair value upon re-measurement (1)		(676)
Balance at December 31, 2016		605
Issuance of warrants		3,787
Reclassification of warrant liability to additional paid in capital upon modification		(3,746)
Reclassification of warrant liability to additional paid in capital upon exercise		(581)
Change in fair value upon re-measurement (2)		(49)
Balance at December 31, 2017	$	16

(1) Issuance costs allocated to the warranty liability issued in 2016 amounted to $129 and have been included in the change in fair value of the warranty liability in the accompanying consolidated statements of operations and comprehensive loss.

(2) Issuance costs allocated to the warranty liability issued in 2017 amounted to $385 and have been included in the change in fair value of the warranty liability in the accompanying consolidated statements of operations and comprehensive loss.

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2017

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

Income taxes for the years ended December 31, 2017 and 2016 differed from the amount computed by applying the U.S. federal income tax rate of 34% to pre-tax loss as a result of the following:

	Years ended December 31,
	2017		2016
	(in thousands)
Computed “expected” income tax benefit	$	(4,051)	$	(3,937)
Increase (decrease) in income taxes resulting from:
Foreign tax rate and regulation differential		-		1
State income tax benefit, net of federal income tax benefit		(716)		(694)
Permanent items, primarily change in fair value of warrants		143		(185)
Tax credits		(452)		(400)
Adjustment of prior year income tax		729		-
Change in deferred income tax rate		5,652		-
Change in valuation allowance allocated to income tax expense		(1,305)		5,215
Total income taxes	$	-	$	-

Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]

The Company has incurred pre-tax losses for the years ended December 31, 2017 and 2016:

	Years ended December 31,
	2017		2016
	(in thousands)
Domestic	$	(11,916)	$	(11,569)
Foreign		-		(10)
Total	$	(11,916)	$	(11,579)

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

The components of the Company’s deferred tax asset are as follows:

	Years ended December 31,
	2017		2016
	(in thousands)
Deferred tax assets:
Operating loss and credit carryforwards	$	6,819	$	7,207
Capitalized research and development		4,939		5,282
Stock-based compensation		2,021		2,683
Other		56		63
Total deferred tax assets		13,835		15,235
Less: valuation allowance		(13,835)		(15,140)
Deferred tax assets		-		95
Deferred tax liabilities:
Accrued expenses		-		95
Deferred tax assets, net		-		-

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Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2017

Preferred Stock [Member]

Schedule of Stock by Class [Table Text Block]

The Company had the following categories of Preferred Stock, $0.01 par value, at December 31, 2017:

	Authorized		Issued		Outstanding
Undesignated Preferred Stock		984,000		-		-
Series B Convertible Preferred Stock (1)		1,000,000		695,857		-
Series C Convertible Preferred Stock (2)		4,000		-		-
Series D Convertible Preferred Stock		12,000		3,108		3,108

The Company had the following categories of Preferred Stock, $0.01 par value, at December 31, 2016:

	Authorized		Issued		Outstanding
Undesignated Preferred Stock		996,000		-		-
Series B Convertible Preferred Stock (1)		1,000,000		695,857		-
Series C Convertible Preferred Stock (2)		4,000		-		-

(1) The Company issued 695,857 shares of its Series B Convertible Preferred Stock in February 2015, which were subsequently converted into common stock during the year ended December 31, 2015.

(2) The Company designated the Series Convertible Preferred Stock in August 2017, but did not issue any Series C convertible preferred shares.

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Share-Based Compensation (Tables) - Biostage 2013 Equity Incentive Plan [Member]

12 Months Ended

Dec. 31, 2017

Stock Based Compensation [Line Items]

Schedule of Share-based Compensation, Activity [Table Text Block]

Stock option activity under the Plan for the year ended December 31, 2017 was as follows:

			Weighted-average		Weighted-average
	Amount		exercise price		contractual life
Outstanding at December 31, 2016		193,884	$	56.10		8.37
Granted		94,825		7.94
Canceled		(121,235)
Outstanding at December 31, 2017		167,474	$	45.84		6.99
Options exercisable		100,188	$	63.28		5.99
Options vested and expected to vest		152,117	$	47.89

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:

	Year Ended December 31,
	2017			2016
Volatility		79.21	%		74.18	%
Risk-free interest rate		2.27	%		1.53	%
Expected holding period		6.31 years			6.14 years
Dividend yield		-	%		-	%

Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block]

Share-based compensation expense related to both the Plan and the Harvard Bioscience Plan for the years ended December 31, 2017 and 2016 was allocated as follows:

	Years Ended December 31,
	2017		2016
	(in thousands)
Research and development	$	276	$	668
Selling, general and administrative		417		659
Total stock-based compensation	$	693	$	1,327

Restricted Stock Units (RSUs) [Member]

Stock Based Compensation [Line Items]

Schedule of Share-based Compensation, Activity [Table Text Block]

The following table summarizes the Company’s unvested restricted stock unit activity under the Plan for the year ended December 31, 2017:

			Grant date fair
	Amount		value
Unvested at December 31, 2016		13	$	120.00
Granted		20,237		7.68
Canceled		(5,362)		7.68
Vested		(13)		120.00
Unvested at December 31, 2017		14,875	$	7.68

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Net loss per Share (Tables)

12 Months Ended

Dec. 31, 2017

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

Basic and diluted net loss per share was calculated as follows:

	Years Ended December 31,
	2017		2016
	(in thousands, except per share data)
Net loss	$	(11,916)	$	(11,579)
Weighted average shares outstanding		1,797		799
Net loss per share – basic and diluted	$	(6.63)	$	(14.49)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

The following potential common shares were excluded from the calculation of diluted net loss per share attributable to common stockholders for the years ended December 31, 2017 and 2016 because including them would have had an anti-dilutive effect:

	Years Ended December 31,
	2017		2016
	(in thousands)
Series D convertible preferred stock		1,554,000		-
Unvested restricted common stock units		14,875		13
Warrants to purchase common stock		4,103,647		78,014
Options to purchase common stock		167,474		193,884
Total		5,839,996		271,911

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Other Expense (Tables)

12 Months Ended

Dec. 31, 2017

Other Income and Expenses [Abstract]

Schedule of Other Nonoperating Income (Expense) [Table Text Block]

Other income (expense), net consisted of the following for the years ended December 31, 2017 and 2016:

	Years Ended December 31,
	2017		2016
	(in thousands)
Other expense:
Loss on disposal of equipment	$	(111)	$	-
Total other expense	$	(111)	$	-

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Quarterly Financial Information (Tables)

12 Months Ended

Dec. 31, 2017

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Financial Information [Table Text Block]

Statement of Operations Data:

	First		Second		Third		Fourth		Fiscal
2017	Quarter		Quarter		Quarter		Quarter		Year
	(in thousands, except per share data)
Revenues	$	-	$	-	$	-	$	-	$	-
Gross profit		-		-		-		-		-
Net loss		(3,841)		(3,603)		(3,243)		(1,229)		(11,916)
Basic and diluted net loss per share	$	(2.83)	$	(1.94)	$	(1.66)	$	(0.61)	$	(6.63)

	First		Second		Third		Fourth		Fiscal
2016	Quarter		Quarter		Quarter		Quarter		Year
	(in thousands, except per share data)
Revenues	$	-	$	28	$	26	$	28	$	82
Gross (loss) profit		-		(16)		13		(31)		(34)
Net loss		(2,472)		(2,712)		(3,053)		(3,342)		(11,579)
Basic and diluted net loss per share	$	(3.50)	$	(3.49)	$	(3.57)	$	(3.91)	$	(14.49)

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Organization (Details Textual) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended		2 Months Ended	12 Months Ended
	Jan. 03, 2018	Dec. 27, 2017	Dec. 22, 2017	Feb. 28, 2018	Dec. 31, 2017	Dec. 31, 2016
Overview And Basis Of Presentation [Line Items]
Common Stock, Shares, Issued		518,000			2,507,304	855,448
Retained Earnings (Accumulated Deficit)					$ (48,234)	$ (36,318)
Cash					4,038	2,941
Proceeds from Issuance of Common Stock					$ 0	$ 349
Common Stock, Par or Stated Value Per Share		$ 2.00			$ 0.01	$ 0.01
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		3,108,000			92,212	78,014
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 2.00			$ 8.00	$ 35.25
Proceeds from Issuance of Private Placement		$ 4,100			$ 6,801	$ 4,496
Stockholders' Equity, Reverse Stock Split			1-for-20
Warrant Expiration Date		Dec. 31, 2022
Series D Preferred Stock [Member]
Overview And Basis Of Presentation [Line Items]
Preferred Stock, Shares Issued		3,108			3,108	0
Preferred Stock, Par or Stated Value Per Share		$ 1,000			$ 0.01	$ 0.01
Subsequent Event [Member]
Overview And Basis Of Presentation [Line Items]
Proceeds from Issuance of Common Stock	$ 100			$ 1,100
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	75,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 2.00

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Summary of Significant Accounting Policies (Details)	12 Months Ended
	Dec. 31, 2017
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	Shorter of expected useful life or lease term
Computer Equipment And Software [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	3 years
Computer Equipment And Software [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	7 years

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Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Basic And Diluted Earnings Per Share [Line Items]
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax	$ 0	$ 8
Accounts Receivable [Member] | Harvard Bioscience Plan [Member]
Basic And Diluted Earnings Per Share [Line Items]
Concentration Risk, Percentage		100.00%

XML

Fair Value Measurements (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value	$ 16	$ 605	$ 0
Warrant [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value	16	605
Fair Value, Inputs, Level 1 [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value	0	0
Fair Value, Inputs, Level 1 [Member] | Warrant [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value	0	0
Fair Value, Inputs, Level 2 [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value	0	0
Fair Value, Inputs, Level 2 [Member] | Warrant [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value	0	0
Fair Value, Inputs, Level 3 [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value	16	605
Fair Value, Inputs, Level 3 [Member] | Warrant [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value	$ 16	$ 605

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Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Property, Plant and Equipment [Line Items]
Plant, property and equipment, Gross	$ 2,398	$ 2,585
Less: accumulated depreciation	(1,766)	(1,520)
Property, plant and equipment, net	632	1,065
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Plant, property and equipment, Gross	584	467
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Plant, property and equipment, Gross	1,350	1,563
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Plant, property and equipment, Gross	464	447
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Plant, property and equipment, Gross	$ 0	$ 108

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Property, Plant and Equipment, Net (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Depreciation, Total	$ 413	$ 454

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Warrant Liability (Details) - $ / shares	3 Months Ended		12 Months Ended
	Sep. 30, 2017	Jun. 30, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 27, 2017
Risk-free interest rate			2.09%	1.93%
Expected volatility			85.00%	72.70%
Expected term (in years)			4 years 1 month 6 days	4 years 10 months 24 days
Expected dividend yield			0.00%	0.00%
Exercise price			$ 8.00	$ 35.25	$ 2.00
Market value of common stock			$ 0.87	$ 17.80
Warrants to purchase shares of common stock			92,212	78,014	3,108,000
Assumption For Estimating Fair Value Warrants Modification [Member]
Risk-free interest rate	1.89%	1.77%
Expected volatility	82.30%	82.40%
Expected term (in years)	4 years 7 months 6 days	4 years 7 months 6 days
Expected dividend yield	0.00%	0.00%
Exercise price	$ 8.00	$ 10.00
Market value of common stock	$ 8.20	$ 6.60
Warrants to purchase shares of common stock	100,101	824,442

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Warrant Liability (Details 1) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017		Dec. 31, 2016
Beginning Balance	$ 605		$ 0
Issuance of warrants	3,787		1,281
Reclassification of warrant liability to additional paid in capital upon modification	(3,746)		0
Reclassification of warrant liability to additional paid in capital upon exercise	(581)		0
Change in fair value upon re-measurement	(49)	[1]	(676)	[2]
Ending Balance	$ 16		$ 605

[1] Issuance costs allocated to the warranty liability issued in 2017 amounted to $385 and have been included in the change in fair value of the warranty liability in the accompanying consolidated statements of operations and comprehensive loss.

[2] Issuance costs allocated to the warranty liability issued in 2016 amounted to $129 and have been included in the change in fair value of the warranty liability in the accompanying consolidated statements of operations and comprehensive loss.

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Warrant Liability (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Warrants To Be Modified, Number	952,184
Adjustments to Additional Paid in Capital, Warrants Modified	$ 3,700
Warrants To Be Re-measured, Number	92,213
Class of Warrant or Right, Issuance Cost	$ 385	$ 129
Share-based Compensation Arrangement by Share-based Payment Award, Warrants, Exercises in Period	132,367

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Commitments and Contingent Liabilities (Details Textual) - USD ($)	1 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2017	Dec. 31, 2016	Oct. 31, 2017
Loss Contingencies [Line Items]
Operating Leases, Rent Expense, Net, Total		$ 100,000	$ 100,000
Operating Leases, Future Minimum Payments Due, Next Twelve Months		102,000
Operating Leases, Future Minimum Payments, Due in Two Years		$ 43,000
Share Price		$ 0.87	$ 17.80
First Pecos, LLC [Member]
Loss Contingencies [Line Items]
Private Placement Shares to be Issued	9,700,000
Precentage of Company Common Stock	19.90%
Loss Contingencies				$ 500,000
First Pecos, LLC [Member] | Common Stock [Member]
Loss Contingencies [Line Items]
Share Price	$ 0.315
First Pecos, LLC [Member] | Preferred Stock [Member]
Loss Contingencies [Line Items]
Share Price	$ 1,000

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Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Operating Loss Carryforwards [Line Items]
Computed “expected” income tax benefit	$ (4,051)	$ (3,937)
Increase (decrease) in income taxes resulting from:
Foreign tax rate and regulation differential	0	1
State income tax benefit, net of federal income tax benefit	(716)	(694)
Permanent items, primarily change in fair value of warrants	143	(185)
Tax credits	(452)	(400)
Adjustment of prior year income tax	729
Change in deferred income tax rate	5,652	0
Change in valuation allowance allocated to income tax expense	(1,305)	5,215
Total income taxes	$ 0	$ 0

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Income Taxes (Details 1) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Operating Loss Carryforwards [Line Items]
Domestic	$ (11,916)	$ (11,569)
Foreign	0	(10)
Total	$ (11,916)	$ (11,579)

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Income Taxes (Details 2) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Deferred tax assets:
Operating loss and credit carryforwards	$ 6,819	$ 7,207
Capitalized research and development	4,939	5,282
Stock-based compensation	2,021	2,683
Other	56	63
Total deferred tax assets	13,835	15,235
Less: valuation allowance	(13,835)	(15,140)
Deferred tax assets	0	95
Deferred tax liabilities:
Accrued expenses	0	95
Deferred tax assets, net	$ 0	$ 0

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Income Taxes (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Operating Loss Carryforwards [Line Items]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent		34.00%	34.00%
Decrease in Deferred Tax Assets		$ 5,800,000
Decrease in Deferred Tax Assets, Valuation Allowance		0
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount		$ 1,100,000	$ 5,200,000
Maximum [Member]
Operating Loss Carryforwards [Line Items]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent		35.00%
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards		$ 19,800,000
Deferred Tax Assets, Tax Credit Carryforwards, Research		900,000
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards		19,400,000
Deferred Tax Assets, Tax Credit Carryforwards, Research		$ 600,000
Scenario, Plan [Member]
Operating Loss Carryforwards [Line Items]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%

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Employee Benefit Plans (Details Textual) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Compensation And Employee Benefit [Line Items]
Defined Contribution Plan, Cost Recognized	$ 0.1	$ 0.1

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Preferred Stock (Details) - shares		Dec. 31, 2017	Dec. 27, 2017	Dec. 31, 2016
Series B Preferred Stock [Member]
Preferred Stock, Shares Authorized	[1]	1,000,000		1,000,000
Preferred Stock, Shares Issued	[1]	695,857		695,857
Preferred Stock, Shares Outstanding	[1]	0		0
Series C Preferred Stock [Member]
Preferred Stock, Shares Authorized	[2]	4,000		4,000
Preferred Stock, Shares Issued	[2]	0		0
Preferred Stock, Shares Outstanding	[2]	0		0
Undesignated Preferred Stock [Member]
Preferred Stock, Shares Authorized		984,000		996,000
Preferred Stock, Shares Issued		0		0
Preferred Stock, Shares Outstanding		0		0
Series D Preferred Stock [Member]
Preferred Stock, Shares Authorized		12,000		0
Preferred Stock, Shares Issued		3,108	3,108	0
Preferred Stock, Shares Outstanding		3,108		0

[1] The Company issued 695,857 shares of its Series B Convertible Preferred Stock in February 2015, which were subsequently converted into common stock during the year ended December 31, 2015.

[2] The Company designated the Series Convertible Preferred Stock in August 2017, but did not issue any Series C convertible preferred shares.

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Preferred Stock (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Dec. 27, 2017	Dec. 31, 2017	Dec. 31, 2016
Adjustments to Additional Paid in Capital, Warrant Issued	$ 2,100
Common Stock, Shares, Issued	518,000	2,507,304	855,448
Common Stock, Par or Stated Value Per Share	$ 2.00	$ 0.01	$ 0.01
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	3,108,000	92,212	78,014
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 2.00	$ 8.00	$ 35.25
Warrant Expiration Date	Dec. 31, 2022
Proceeds from Issuance of Private Placement	$ 4,100	$ 6,801	$ 4,496
Series B Preferred Stock [Member]
Preferred Stock, Shares Issued		695,857
Series D Preferred Stock [Member]
Convertible Preferred Stock, Shares Issued upon Conversion		1,554,000
Preferred Stock, Stated Value Per Share		$ 1,000
Preferred Stock, Convertible, Conversion Price		$ 2.00
Preferred Stock, Shares Issued	3,108	3,108	0
Preferred Stock, Par or Stated Value Per Share	$ 1,000	$ 0.01	$ 0.01

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Common Stock (Details Textual) - USD ($)		1 Months Ended	12 Months Ended
	Feb. 10, 2017	May 19, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 27, 2017
Class of Stock [Line Items]
Common Stock, Shares, Issued			2,507,304	855,448	518,000
Proceeds from Issuance of Common Stock			$ 0	$ 349,000
Share Price			$ 0.87	$ 17.80
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			92,212	78,014	3,108,000
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 8.00	$ 35.25	$ 2.00
Stock Issued During Period, Value, New Issues			$ 3,891,000	$ 3,694,000
Common Stock, Shares Authorized			120,000,000	60,000,000
Common Stock, Par or Stated Value Per Share			$ 0.01	$ 0.01	$ 2.00
Purchase Agreement [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	1,000,000	141,844
Shares Issued, Price Per Share		$ 35.25
Proceeds from Issuance of Common Stock	$ 6,800,000
Share Price	$ 8.00
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	1,000,000	70,922
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 8.00	$ 35.25
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, Outstanding			78,041
Purchase Agreement [Member] | Placement Agent [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	50,000	7,092
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 10.00	$ 35.25
Employee Stock Purchase Plan [Member]
Class of Stock [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent			85.00%
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized			7,500
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period			4,534
Aspire Purchase Agreement [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues		7,500
Proceeds from Issuance or Sale of Equity		$ 349,000
Stock Issued During Period, Value, New Issues		$ 371,000

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Share-Based Compensation (Details) - Biostage 2013 Equity Incentive Plan [Member] - $ / shares	1 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Amount, Outstanding at December 31, 2016		193,884
Amount, Granted	100,000	94,825
Amount, Canceled		(121,235)
Amount, Outstanding at December 31, 2017		167,474	193,884
Amount, Options exercisable		100,188
Amount, Options vested and expected to vest		152,117
Weighted-average exercise price, Outstanding at December 31, 2016		$ 45.84
Weighted-average exercise price, Granted		7.94
Weighted-average exercise price, Canceled		0
Weighted-average exercise price, Outstanding at December 31, 2017		56.1	$ 45.84
Weighted-average exercise price, Options exercisable		63.28
Weighted-average exercise price, Options vested and expected to vest		$ 47.89
Weighted-average contractual life,Outstanding at December 31, 2016		6 years 11 months 26 days	8 years 4 months 13 days
Weighted-average contractual life, Options exercisable		5 years 11 months 26 days

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Share-Based Compensation (Details 1) - Biostage 2013 Equity Incentive Plan [Member]	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility	79.21%	74.18%
Risk-free interest rate	2.27%	1.53%
Expected holding period	6 years 3 months 22 days	6 years 1 month 20 days
Dividend yield	0.00%	0.00%

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Share-Based Compensation (Details 2) - Biostage 2013 Equity Incentive Plan [Member] - $ / shares	1 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2017
Amount, Granted	100,000	94,825
Restricted Stock Units (RSUs) [Member]
Amount, Unvested at December 31, 2016		13
Amount, Granted		20,237
Amount, Canceled		(5,362)
Amount, Vested		(13)
Amount, Unvested at December 31, 2017		14,875
Grant date fair value, Unvested at December 31, 2016		$ 120.00
Grant date fair value, Granted		7.68
Grant date fair value, Canceled		7.68
Grant date fair value, Vested		120.00
Grant date fair value, Unvested at December 31, 2017		$ 7.68

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Share-Based Compensation (Details 3) - Harvard Bioscience Plan [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	$ 693	$ 1,327
Research and Development [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	276	668
Selling, General and Administrative Expenses [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	$ 417	$ 659

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Share-Based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		12 Months Ended
	Mar. 31, 2016	Oct. 31, 2013	Dec. 31, 2017	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Price			$ 0.87	$ 17.80
Harvard Bioscience Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Proceeds from Contributions from Parent		$ 15,000
Biostage 2013 Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value			$ 5.56	$ 20.26
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	298,000			198,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	100,000		94,825
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total			$ 700
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition			1 year 9 months 14 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value			$ 0
Share Price			$ 0.87

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Net loss per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Net loss	$ (1,229)	$ (3,243)	$ (3,603)	$ (3,841)	$ (3,342)	$ (3,053)	$ (2,712)	$ (2,472)	$ (11,916)	$ (11,579)
Weighted average shares outstanding									1,797	799
Net loss per share - basic and diluted	$ (0.61)	$ (1.66)	$ (1.94)	$ (2.83)	$ (3.91)	$ (3.57)	$ (3.49)	$ (3.5)	$ (6.63)	$ (14.49)

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Net loss per Share (Details 1) - shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	5,839,996	271,911
Series D Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,554,000	0
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	14,875	13
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	4,103,647	78,014
Employee Stock Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	167,474	193,884

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Headcount Reduction (Details Textual)	2 Months Ended
	Nov. 30, 2017 USD ($)
Restructuring and Related Cost, Expected Number of Positions Eliminated	20
Restructuring Costs	$ 99,000
Restructuring and Related Cost, Description	In addition, officers of the Company agreed to a temporary reduction in their salaries by 50% effective November 2017.

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Other Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Other expense:
Loss on disposal of equipment	$ (111)	$ 0
Total other expense	$ (111)	$ 0

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Related Party Transactions (Details Textual) - USD ($) $ in Millions	1 Months Ended	12 Months Ended
	Oct. 31, 2013	Dec. 31, 2017	Nov. 03, 2017
Related Party Transaction [Line Items]
Due from Related Parties, Current		$ 0.3
Product Distribution Agreement Term		10 years
Harvard Bioscience [Member]
Related Party Transaction [Line Items]
Proceeds from Contributions from Parent	$ 15.0
Accrued Rent, Current			$ 0.1
Accounts Receivable [Member] | Harvard Bioscience [Member]
Related Party Transaction [Line Items]
Concentration Risk, Percentage		100.00%

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Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Quarterly Financial Information [Line Items]
Revenues	$ 0	$ 0	$ 0	$ 0	$ 28	$ 26	$ 28	$ 0	$ 0	$ 82
Gross (loss) profit	0	0	0	0	(31)	13	(16)	0	0	(34)
Net loss	$ (1,229)	$ (3,243)	$ (3,603)	$ (3,841)	$ (3,342)	$ (3,053)	$ (2,712)	$ (2,472)	$ (11,916)	$ (11,579)
Basic and diluted net loss per share (in dollars per share)	$ (0.61)	$ (1.66)	$ (1.94)	$ (2.83)	$ (3.91)	$ (3.57)	$ (3.49)	$ (3.5)	$ (6.63)	$ (14.49)

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Subsequent events (Details Textual) - USD ($)		1 Months Ended		2 Months Ended	12 Months Ended
	Jan. 03, 2018	Mar. 28, 2018	Feb. 20, 2018	Feb. 28, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 27, 2017
Subsequent Event [Line Items]
Share Price					$ 0.87	$ 17.80
Class of Warrant or Right, Number of Securities Called by Warrants or Rights					92,212	78,014	3,108,000
Class of Warrant or Right, Exercise Price of Warrants or Rights					$ 8.00	$ 35.25	$ 2.00
Proceeds from Issuance of Common Stock					$ 0	$ 349,000
Stock Issued During Period, Value, New Issues					3,891,000	3,694,000
Research and Development Expense, Total					$ 7,588,000	$ 7,603,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Shares, New Issues	50,000
Share Price	$ 2.00
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	75,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 2.00
Proceeds from Issuance of Common Stock	$ 100,000			$ 1,100,000
Subsequent Event [Member] | Phase One Award [Member]
Subsequent Event [Line Items]
Research and Development Expense, Total		$ 225,000
Subsequent Event [Member] | SBIR Grant [Member]
Subsequent Event [Line Items]
Research and Development Expense, Total		1,700,000
Subsequent Event [Member] | Phase Two Award [Member]
Subsequent Event [Line Items]
Research and Development Expense, Total		$ 1,500,000
Subsequent Event [Member] | Private Placement [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Shares, New Issues			302,115
Share Price			$ 3.31
Stock Issued During Period, Value, New Issues			$ 1,000,000