Histogen Announces $4.75 Million Private Placement
SAN DIEGO, March 23, 2022 (GLOBE NEWSWIRE) — Histogen Inc. (NASDAQ: HSTO), a clinical-stage company focused on developing first-in-class potential restorative therapies that trigger the body’s natural process to repair and maintain healthy biological function, today announced that it has entered into a securities purchase agreement with certain institutional investors to purchase 2,500 Series A Convertible Redeemable Preferred Shares and 2,500 Series B Convertible Redeemable Preferred Shares. Each Series A Preferred Share and Series B shares has a purchase price of $952.38, representing an initial issue discount of approximately 5% of the $1,000 stated value of each share. Each Series A and Series B preferred share is convertible into common shares of Histogen at an initial conversion price of $1.00 per share. The Series A and Series B Preferred Shares are convertible at the holder’s option at any time after the Company has received shareholder approval for an amendment to the Company’s Certificate of Incorporation which permits the Company to effect a consolidation of shares of the company ordinary shares. Histogen will be authorized to compel the conversion of the Series A and Series B Preferred Shares after the satisfaction of certain conditions and subject to certain limitations. The aggregate net proceeds from the offerings, before placement agent fees and other estimated offering costs, are approximately $4.75 million.
HC Wainwright & Co. is acting as the exclusive placement agent for the offering.
The Series A and Series B Preferred Shares entitle their holders to vote with the common shareholders of the Company on a proposal to consolidate the common shares of the Company at an annual or special meeting of shareholders. of the society. The Series A Preferred Shares entitle the holder to vote on such a proposal on such a basis as converted into common stock based on the minimum price under Nasdaq rules on the date of issue. The Series B Preferred Shares entitle the holder to cast 30,000 votes per Series B Preferred Share on this proposal. The Series A and Series B Preferred Shares will not be permitted to vote on any other matter. The holders of Series A and B Preferred Shares have agreed not to transfer their Preferred Shares until after the shareholders’ meeting. The holders of Series A Preferred Shares have agreed to vote their shares on the Reverse Stock Split Proposal and the holders of Series B Preferred Shares have agreed to vote their shares on this Proposal in the same proportions as the shares common stock and preferred stock Series A shares are being voted on this proposal. Holders of Series A and Series B Preferred Shares have the right to require the Company to redeem their Preferred Shares for cash at 105% of the stated value of such shares commencing on the first of the adverse shareholder approvals of the Society. stock split and 90 days after the closing of the Series A and Series B Preferred Share issues and up to 120 days after such closing.
The offering is expected to close on or about March 25, 2022, subject to the satisfaction of customary closing conditions. Additional information regarding the securities described above and the terms of the offering are included in a current report on Form 8-K on file with the United States Securities and Exchange Commission (“SEC”).
To the extent the Series A or B Preferred Shares are converted or otherwise not redeemed after 120 days from closing, the Company will use such net proceeds of this offering for working capital and general corporate purposes.
The offer and sale of the foregoing securities is being made in a non-public offering transaction and the securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, the securities may only be offered or resold in the United States pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. . Pursuant to an agreement with investors, the Company has agreed to file an initial registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of common stock issuable upon conversion of the shares preferred on or before July 20, 2022, and to use commercially reasonable efforts to have the registration statement declared effective as soon as possible thereafter, and in any event on or before September 18, 2022 (or October 18, 2022, in the event of a “complete revision” of the registration statement by the SEC).
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, and there will be no sale of any securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification. under the securities laws of that state.
About Histogen Inc.
Histogen Inc. is a clinical-stage therapeutics company focused on developing first-in-class, potential restorative therapies that trigger the body’s natural process to repair and maintain healthy biological function. Histogen’s innovative technology platform uses cellular conditioned media and extracellular matrix materials produced by hypoxia-induced multipotent cells. Histogen’s proprietary and repeatable manufacturing process provides targeted solutions in a wide range of therapeutic indications, including articular cartilage regeneration, spinal disc repair, tendon, ligament and other soft tissue repair . For more information, visit www.histogen.com.
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. For example, we use forward-looking statements when discussing the completion of the Private Placement; the satisfaction of customary closing conditions relating to the private placement and the expected use of the net proceeds of the private placement. Because these statements address future events and are based on our current expectations, they are subject to various risks and uncertainties and the actual results, performance or achievements of Histogen could differ materially from those described or implied by the statements in this press release, including: our ability to regain compliance with Nasdaq’s continued listing requirements; our ability to obtain financing for our operations, including the financing necessary to pursue the development and any commercialization of our product candidates; our expectations regarding the arbitration proceeding related to emricasan and joint development with Amerimmune for COVID-19 and other infectious and inflammatory diseases, including its ability to complete the development of emricasan and the potential for delays in the timing of regulatory approval, the impact of arbitration proceedings and the requirement for additional capital to continue to advance these product candidates, which may not be available on favorable terms or at all; our intention to independently evaluate our selective caspase inhibitors for inflammatory diseases; uncertainties associated with the clinical development and regulatory approval of Histogen’s product candidates, including potential delays in the initiation, enrollment and completion of clinical trials; competition in the orthopedics market, the COVID-19 market and other markets in which we and our collaboration partner operate; the possibility that prior clinical trials and studies of our product candidates are not predictive of future results; risks related to business interruptions, including the COVID-19 coronavirus outbreak, which could seriously harm our financial condition and increase its costs and expenses; the impact of any arbitration and litigation proceedings on our business and market and other conditions. The foregoing discussion of important factors that could cause actual events to differ from expectations should not be construed as complete and should be read in conjunction with the statements that are included herein and elsewhere, including the risks discussed in our filings. filed with the Securities and Exchange Commission. Except as otherwise required by law, Histogen disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date hereof, whether as a result of new information, future events or circumstances or otherwise.
Susan A. Knudson
Executive Vice President and Chief Financial Officer