Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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As previously announced, on December 19, 2018, Histogenics Corporation (the Company or Histogenics)
received a letter (the Notice) from the Listing Qualifications Staff (the Staff) of The Nasdaq Stock Market LLC (Nasdaq) notifying the Company that for the last 30 consecutive business days prior to the date of
the Notice, the market value of the Companys listed securities was less than $35 million, which does not meet the requirement for continued listing on The Nasdaq Capital Market, as required by Nasdaq Listing Rule 5550(b)(2) (the
Market Value Rule). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), Nasdaq provided the Company with 180 calendar days, or until June 17, 2019, to regain compliance with the Market Value Rule.
Also as previously disclosed, on April 16, 2019, Histogenics received a letter (the April Letter) from the Staff notifying Histogenics that,
based upon Histogenics continuing
non-compliance
with Nasdaq Listing Rule 5550(a)(2), the $1.00 per share requirement, the Staff had determined that Histogenics common stock would be delisted from Nasdaq
unless Histogenics timely requested a hearing before a Nasdaq Hearings Panel (the Panel). The April Letter also noted that Histogenics was not eligible for a second
180-day
grace period as it did
not comply with the stockholders equity initial listing requirement for The Nasdaq Capital Market.
Accordingly, Histogenics timely requested a
hearing before the Panel, which took place in May 2019. On May 31, 2019, Histogenics received a decision letter from the Panel (the Decision), indicating that the Panel had granted Histogenics request to continue its listing
on The Nasdaq Capital Market in order to complete the proposed merger (the Merger) with Ocugen, Inc. (Ocugen) pursuant to the Agreement and Plan of Merger and Reorganization, as amended (the Merger Agreement),
dated as of April 5, 2019, by and among the Company, Restore Merger Sub, Inc. (Merger Sub) and Ocugen. The Decision specified that Histogenics shall complete the Merger no later than September 30, 2019, and demonstrate to the
satisfaction of the Staff and the Panel that the combined entity meets all of the applicable requirements for initial listing on The Nasdaq Capital Market. The Panel reserved the right to reconsider the terms of the extension based on any event,
condition or circumstance that exists or develops that would, in the opinion of the Panel, make continued listing of Histogenics common stock on The Nasdaq Capital Market inadvisable or unwarranted. Histogenics common stock will continue
to trade on The Nasdaq Capital Market under the symbol HSGX through the earlier of the expiration/termination of the extension period granted by the Panel or the closing of the proposed Merger with Ocugen. Following the Merger, the
combined entitys common stock is expected to trade on The Nasdaq Capital Market under the symbol OCGN.
On June 19, 2019, the
Company received a letter (the June Letter) from the Staff notifying the Company that it had failed to regain compliance with the Market Value Rule and that such compliance failure serves as an additional basis for delisting the
Companys common stock from The Nasdaq Capital Market. The June Letter also noted that such letter served as formal notification that the Panel will consider the failure to regain compliance with the Market Value Rule in its decision regarding
the Companys continued listing on The Nasdaq Capital Market, and that the Company should present its views with respect to this additional compliance deficiency to the Panel in writing no later than June 26, 2019. The Company intends to
present its views to the Panel no later than June 26, 2019.
Upon the terms and subject to the satisfaction of the conditions described in the Merger
Agreement, including approval of the transaction by Histogenics stockholders and Ocugens stockholders, Merger Sub will be merged with and into Ocugen, with Ocugen surviving the Merger as a wholly-owned subsidiary of Histogenics. The
closing of the Merger is subject to satisfaction or waiver of certain customary closing conditions. The Merger Agreement contemplates that, in connection with the closing of the Merger, the Companys common stock would continue to be listed on
The Nasdaq Capital Market. There can be no assurances that the combined company will meet the initial listing requirements of The Nasdaq Capital Market upon consummation of the Merger.