2017: Value Growth Year May 2017 Forward Looking Statements This presentation contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by our use of such words as “before,” “track,” “will,” “should,” “could,” “anticipates,” “intends,” “guidance,” “objectives,” “optimistic, “ “future,” “expects,” “plans,” “estimates,” “continue,” “drive,” “strategy,” “potential,” “potentially,” “growth,” “long-term,” “projects,” “projected,” “intends,” “believes,” “goals,” “sees,” “seek,” “develop,” “possible,” “new,” “emerging,” “opportunity,” “pursue” and similar expressions that do not relate to historical matters. Forward-looking statements in this presentation may include, but are not limited to, statements or inferences about the Company’s or management’s beliefs or expectations, including with respect to the effectiveness and design of its product candidates, success of its collaborations, clinical trials and pre-clinical development efforts and programs, and its ability to obtain and maintain regulatory approval for its implant products, bioreactors, scaffolds and other devices we pursue, including for the esophagus or airway; the outlook for the life sciences industry and the field of regenerative medicine; the Company’s current products or products in development; the Company’s business strategy; the Company’s anticipated regulatory approvals; future revenues and earnings; the strength of the Company’s market position, business model and intellectual property rights; opportunities or potential opportunities in the field of regenerative medicine and related markets; the success of treatments utilizing the Company’s products or product candidates; the market demand and opportunity for the Company’s products, or the product candidates it is developing or intends to develop and the Company’s plans, objectives and intentions that are not historical facts. These statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that may cause the Company’s actual results to differ materially from those in the forward-looking statements include the success of the Company’s collaborations, clinical trials and pre-clinical development efforts and programs, which success may not be achieved on a timely basis or at all; the Company’s ability to obtain and maintain regulatory approval for its implant products, bioreactors, scaffolds and other devices it pursues, including for the esophagus or airway, which approvals may not be obtained on a timely basis or at all; the Company’s ability to access debt and equity markets and raise additional funds when needed; the number of patients who can be treated with the Company’s products; the amount and timing of costs associated with the Company’s development of implant products, bioreactors, scaffolds and other devices; the Company’s failure to comply with regulations and any changes in regulations; unpredictable difficulties or delays in the development of new technology; the Company’s collaborators or other third parties we contract with, including with respect to conducting any clinical trial or pre-clinical development efforts, not devoting sufficient time and resources to successfully carry out their duties or meet expected deadlines; the Company’s ability to attract and retain qualified personnel and key employees and retain senior management; potential liability exposure with respect to the Company’s products; the Company’s inability to operate effectively as a stand-alone, publicly traded company; the actual costs of separation may be higher than expected; the availability and price of acceptable raw materials and components from third-party suppliers; difficulties in obtaining or retaining the management and other human resource competencies that the Company needs to achieve its business objectives; increased competition in the field of regenerative medicine and the financial resources of its competitors; the Company’s ability to obtain and maintain intellectual property protection for its product candidates; the Company’s inability to implement its growth strategy; plus factors, plus factors described under the heading “Item 1A. Risk Factors”, in the Company’s Annual Report on Form 10-K filed with the SEC on March 17, 2017 or described in the Company’s other public filings. The Company’s results may also be affected by factors of which the Company is not currently aware. The Company may not update these forwardlooking statements, even though its situation may change in the future, unless it has obligations under the federal securities laws to update and disclose material developments related to previously disclosed information. Except as otherwise noted herein, any forward looking statements represent the Company’s estimates as of May 22, 2017 and should not be relied upon as representing our estimates as of any other date. 2 Biostage | Regenerations Ahead BIOENGINEERING ORGAN IMPLANTS FOR URGENT UNMET NEED GROUNDBREAKING PROOF-OF-CONCEPT PRECLINICAL DATA FOR LARGE UNDERSERVED PATIENT POPULATIONS. PROPRIETARY TECHNOLOGY AIMS TO RADICALLY IMPROVE TREATMENT PARADIGMS FOR PATIENTS SUFFERING FROM ESOPHAGEAL CANCER & ESOPHAGEAL ATRESIA. WITH WORLD CLASS COLLABORATORS. GROWING BODY OF POSITIVE RESULTS EXPECTED TO BE PREDICTIVE OF UPCOMING HUMAN CLINICAL STUDIES. EXPERIENCED LEADERSHIP TEAM 2017 POSITIONED TO BE SIGNIFICANT VALUE GROWTH YEAR WITH THE NECESSARY KNOWLEDGE AND TRACK RECORD OF CLINICAL-TOCOMMERCIAL SUCCESS. COMPANY IS WELL POSITIONED TO DRIVE SIGNIFICANT SHAREHOLDER VALUE WITH TRANSFORMATIONAL PIVOT TO A CLINICAL STAGE COMPANY. 3 Cellspan™ Implants | Addressing Significant Unmet Medical Needs Esophageal Cancer and Atresia Total Revenue Opportunity Exceeds $1.5 Billion Stage I & II diagnosed ~15,000 Patients in US & EU Non Small Cell Lung Cancer (NSCLC) Affecting bronchus ~5,000 Patients in US & EU Tracheal Cancer, Stenosis and Trauma ~8,000 patients in US & EU Orphan Designation for Esophageal and Tracheal Implants Provides Period of Market Exclusivity 4 The Unmet Need | Limited Options with Serious Consequences Current Treatment • Complex surgical resection requiring stomach and /or intestinal “pull up” to create replacement esophagus Unmet Need • High rate of complications, low quality of life and impact on mortality Stomach Pull Up Intestinal Resection 5 Esophageal Atresia | A Life-Threatening Condition and Urgent Need Approximately 1 in 2,500 babies in the US is born with esophageal atresia Gap between upper and lower esophagus Congenital defect Active collaboration with Connecticut Children’s Medical Center Potential to qualify for rare pediatric disease priority review voucher under 21st Century Cures Act 6 Robust Cellspan™ Implants Pipeline Product Pipeline DEVELOPMENT PRECLINICAL CELLSPAN ESOPHAGEAL IMPLANTS IND CLINICAL 2017 2018 CELLSPAN PEDIATRIC ESOPHAGEAL IMPLANTS 2017 2018 2019 CELLSPAN BRONCHIAL IMPLANTS 2017 2019 2020 2018 2019 2020 CELLSPAN TRACHEAL IMPLANTS 2017 7 Cellframe™ Technology | Proprietary and Versatile Surgery scheduled 3-4 weeks Cells from a biopsy are retrieved from the patient Cells are taken to the cell lab and are expanded for 21 days Cells are then transferred on to the Cellframe scaffold 5-7 days in a rotating bioreactor Cellspan implant is ready to be placed in patient 8 The Regeneration Process | Cellframe™ Scaffold to Cellspan™ Implant POST-SEEDING PRE-SEEDING Electron microscopy showing the scaffold before and after the seeding with adipose mesenchymal cells (aMSC) 9 Segmental Esophageal Replacement | Rapid Healing in the First 21 Days Cellspan implant is inserted after esophageal resection Rapid healing response and initial regeneration over the Cellframe™ scaffold Scaffold is removed at 21 days 10 A Groundbreaking Solution | Cellspan™ Implants Cellspan Esophageal Implant being placed in the thoracic esophagus in large animal model 11 IND for Phase I | Meaningful Data The ongoing animal studies confirm that the We believe that the data is very robust Yucatan mini-pig large animal model as the regenerative process has been (50-80 Kg) is highly reproducible predictable of clinical conditions in terms of the progression of tissue growth and the timeline of it that require the repair of the esophagus after a surgical resection or because of a congenital malformation 12 IND for Phase I | Current Status of Animal Studies One non-GLP study has two animals ongoing at Two GLP studies on-going 391 and 361 days Animals will provide data for The animals have been without a stent for histology and mechanical testing 6-7 months Next Studies Cell fate: GFP tagging to track the MSCs seeded on the scaffold Mechanical testing study. Requested by FDA after pre-IND call (some tests already performed) 13 Segmental Esophageal Replacement | Successful Regeneration Day 21 Day 361 14 Connecticut Children’s Medical Center Studies Piglet Weights Courtesy of Christine Finck, MD Surgeon-in-Chief Connecticut Children’s Medical Center 15 Intellectual Property and Proprietary Platform PROPRIETARY PLATFORM, PROCESSES, TECHNOLOGIES AND PRODUCTS • Issued patents and patent applications relating to bioreactor, scaffold, cells and unique combinations and methods • Legacy of bioreactor development, years of scaffold innovation, thought leader involvement, unique trade secrets and proprietary information regarding organ regeneration • Received Orphan Drug Designation for the esophagus; if approved, extends market exclusivity and financial opportunities • First mover opportunity; breakthrough approach in underserved markets; creating new standard of care in orphan markets; expected to set high barriers for new competitive threats 16 Financial Snapshot NASDAQ BSTG Recent Price $0.30* 52-Week Range $0.23-1.59* Market Cap $11.1M* Shares Outstanding 37.1M* Cash on Hand $6.6M** Cash raised in Feb 2017, net of fees $6.8M 1/4ly Cash Burn, LTM $2-3M * As of May 19, 2017 ** As of March 31, 2017 17 Potential for Significant Upside Selected Companies Focused on Regenerative Medicine Markets COMPANY TICKER PRODUCT & DEVELOPMENT STAGE MARKET CAP* InVivo Therapeutics NVIV Neuro-Spinal Scaffold™ Phase 3 $128M Organovo ONVO exVive3D™ Human Liver Tissue (available for use in toxicology and other preclinical drug testing) $348M Mesoblast MESO Phase 3 $885M Athersys ATHX MultiStem® Phase 2 $165M Cytori Therapeutics CYTX Cytori Cell Therapy Phase 3 $25M * At April 24, 2017 18 Experienced Executive Leadership Team Jim McGorry, MBA Chief Executive Officer Seasoned Life Science executive with more than 30 years of leadership experience in medical technology and biotechnology businesses. Prior: Genzyme, Champions Oncology, Baxter Healthcare. Saverio La Francesca, MD President & Chief Medical Officer Cardiothoracic surgeon: performed over 200 organ transplants. Prior: DeBakey Heart & Vascular Center, Texas Heart Institute Current collaborator with U. Texas Medical Branch Lung Regeneration Research Team. Tom McNaughton, CPA Chief Financial Officer Experienced financial executive with a background that spans start-ups and large companies. Prior: Harvard Bioscience, Cabot Corporation, Tivoli, Deloitte. Laura Mondano VP, Regulatory Affairs Regulatory affairs certified with more than 20 years experience supporting development, commercialization and post-approval life-cycle management. Prior: Histogenics Corporation, Genzyme, Anika Therapeutics, Boston Scientific. 19 Accomplished Board of Directors John F. Kennedy Chairman Jim McGorry, MBA Director and CEO John J. Canepa Director Blaine H. McKee, PhD Director Thomas Robinson Director 20 Rapid Pivot Toward Clinical Stage Company POSITIVE CONFIRMATORY POC PRECLINICAL STUDY RESULTS GROWING BODY OF PRECLINICAL DATA FROM ONGOING STUDIES PRE-IND MEETING WITH FDA PROVIDES CLARITY COMPANY ON TRACK TO INITIATE FIRST IN-HUMAN STUDY WITH MAYO CLINIC DEMONSTRATE SUCCESSFUL ESOPHAGUS REGENERATION, ADDRESSING URGENT, UNMET MEDICAL NEED CONTINUES TO SHOW CLEAR PATTERN OF REGENERATION FOR REQUIREMENTS FOR ESOPHAGEAL IMPLANT IND FILING (Q3 2017) FOR ESOPHAGEAL IMPLANT WITH ORPHAN DESIGNATION (Q4 2017) 21 Summary • Building on a strong foundation from 2016 • Continued progress with our Cellframe™ technology TRANSITIONING TO A CLINICAL STAGE COMPANY IN 2017 • Growing body of data and commitment to communicating progress • Strong surgeon clinical interest • Clear roadmap and strategic imperatives • Commitment to collaborations: hospitals, surgeons, industry • On track to file IND in Q3 • 2017 positioned to be a transformational year 22
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