Filed by Histogenics Corporation pursuant to
Rule 425 under the Securities Act of 1933
and deemed filed pursuant to
Rule 14a-6
under the Securities Exchange Act of 1934
Subject Company: Histogenics Corporation (SEC
File No. 001-36751)
Commission File No. for the Related Registration
Statement: 333-232147
Explanatory Note:
The sole purpose of this supplement is to correct a scriveners error in Annex D of the proxy statement/prospectus/information
statement (Annex D). The footnote in Annex D is hereby amended and restated in its entirety to read as follows: * Number between fifty-three (53) to sixty-seven (67) as determined by the Board of Directors in its sole
discretion. The updated Annex D is attached as
Appendix A
to this supplement. Except as specifically discussed in this Explanatory Note, all information set forth in the proxy statement/prospectus/information statement remains unchanged
and should be considered in voting your shares. This supplement should be read in conjunction with the proxy statement/prospectus/information statement.
Additional Information about the Proposed Merger and Where to Find It
In connection with the proposed Merger, Histogenics and Ocugen have filed with the Securities and Exchange Commission (the SEC) a registration
statement on Form
S-4
that contains a prospectus and a proxy statement. The registration statement was declared effective by the SEC on August 6, 2019.
Investors and security holders of Histogenics
and
Ocugen are urged to read these materials because they contain important information about Histogenics, Ocugen and the proposed Merger.
The proxy statement, prospectus and other relevant materials, and any other
documents filed by Histogenics with the SEC, may be obtained free of charge at the SEC web site 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 proxy statement, prospectus and the other
relevant materials before making any voting or investment decision with respect to the proposed 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 is included in the joint 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.