Additional Information about the Proposed Merger and Where to Find It
In connection with the proposed Merger, Histogenics has filed with the SEC a registration statement on
Form S-4
that contains a preliminary proxy statement/prospectus/information statement. The registration statement has not yet become effective. After the registration statement is declared effective, a definitive proxy statement/prospectus/information
statement will be mailed to the stockholders of Histogenics and Ocugen.
Investors and security holders of Histogenics and Ocugen are urged to read the definitive proxy statement/prospectus/information statement and other materials filed
or that will be filed with the SEC because they contain or will contain important information about Histogenics, Ocugen and the Merger
. The proxy statement/prospectus/information statement and other relevant materials (when they become
available), and any other documents filed by Histogenics with the SEC, may be obtained free of charge at the SEC website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by
Histogenics by directing a written request to: Histogenics Corporation, c/o Gunderson Dettmer, One Marina Park Drive, Suite 900, Boston, MA 02210, Attention: HSGX Secretary. Investors and security holders are urged to read the definitive proxy
statement/prospectus/information statement and other relevant materials when they become available before making any voting or investment decision with respect to the Merger.
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities in connection
with the proposed Merger shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
Histogenics and its
directors and executive officers and Ocugen and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Histogenics in connection with the proposed transaction. Information
regarding the special interests of these directors and executive officers in the proposed Merger will be included in the definitive proxy statement/prospectus referred to above. Additional information regarding the directors and executive officers
of Histogenics is also included in Histogenics Annual Report on Form
10-K
for the year ended December 31, 2018. These documents are available free of charge at the SEC web site (www.sec.gov) and
from the Secretary of Histogenics at the address described above.
Forward-Looking Statements
This Current Report on Form
8-K
contains forward-looking statements based upon Histogenics current expectations.
Forward-looking statements involve risks and uncertainties, and include, but are not limited to, statements about the structure, timing and completion of the proposed Merger, the financing contemplated to occur prior to the Merger and the sale of
certain assets of Histogenics following the Merger; expectations regarding Nasdaqs delisting and hearing processes, Histogenics prospects to regain compliance with Nasdaqs continuing listing standards and remain listed on The
Nasdaq Capital Market; the combined companys listing on Nasdaq after closing of the proposed Merger; expectations regarding the ownership structure of the combined company, including potential dilution resulting from the financing contemplated
to occur prior to the Merger or any future debt or equity financings; the expected executive officers and directors of the combined company; the combined companys expected cash position at the closing of the proposed Merger; the future
operations of the combined company; the nature, strategy and focus of the combined company; the development and commercial potential and potential benefits of any product candidates of the combined company; the executive and board structure of the
combined company; the location of the combined companys corporate headquarters; anticipated preclinical and clinical drug development activities and related timelines, including the expected timing for data and other clinical and preclinical
results; Ocugen having sufficient resources to advance its pipeline; the expected charges and related cash expenditures that Histogenics expects to incur; and other