Histogenics Corporation Announces Pricing of Underwritten Registered Direct Offering of 2,340,430 Shares of Common Stock
January 22 2018 - 6:59PM
Histogenics Corporation (Histogenics) (Nasdaq:HSGX), a leader in
the development of restorative cell therapies, today announced the
pricing of an underwritten registered direct offering of 2,340,430
shares of its common stock at a price of $2.35 per share. In
connection with the offering, Histogenics granted the underwriter a
30-day option to purchase up to an additional 351,064 shares of
common stock. All of the shares in the offering are being sold by
Histogenics. The offering is expected to close on or about January
25, 2018, subject to customary closing conditions. The gross
proceeds to Histogenics from this offering are expected to be
$5,500,010.50, before deducting underwriting discounts and
commissions, and offering expenses payable by Histogenics.
Certain entities affiliated with directors of Histogenics may
purchase shares of common stock in the offering at $2.56, today’s
closing price of our common stock on The Nasdaq Capital Market.
Histogenics intends to use the net proceeds from
the offering for working capital and general corporate
purposes.
Canaccord Genuity is acting as the sole
book-running manager for the offering.
A shelf registration statement on Form S-3 (File
No. 333-216741) relating to the underwritten registered direct
offering of the shares of common stock described above was filed
with the Securities and Exchange Commission (the SEC) and declared
effective by the SEC on March 30, 2017. A prospectus supplement and
accompanying prospectus relating to and describing the terms of the
offering will be filed with the SEC and made available on the SEC’s
web site at www.sec.gov. Copies of the prospectus supplement and
accompanying prospectus relating to these securities may also be
obtained by sending a request to Canaccord Genuity Inc., Attention:
Syndicate Department, 99 High Street, 12th Floor, Boston,
Massachusetts 02110, by telephone at (617) 371-3900, or by email at
prospectus@canaccordgenuity.com.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any of these
securities, nor will there be any sale of these securities in any
state or other jurisdiction in which such offer, solicitation or
sale is not permitted.
About Histogenics
Corporation
Histogenics (Nasdaq:HSGX) is a leader in the
development of restorative cell therapies that may offer
rapid-onset pain relief and restored function. Histogenics’
lead investigational product, NeoCart, is designed to rebuild a
patient’s own knee cartilage to treat pain at the source and
potentially prevent a patient’s progression to
osteoarthritis. NeoCart is one of the most rigorously studied
restorative cell therapies for orthopedic use. Histogenics
recently completed enrollment of its NeoCart Phase 3 clinical trial
and expects to report top-line, one-year superiority data in the
third quarter of 2018. NeoCart is designed to perform like
articular hyaline cartilage at the time of treatment, and as a
result, may provide patients with more rapid pain relief and
accelerated recovery as compared to the current standard of care.
Histogenics’ technology platform has the potential to be used for a
broad range of additional restorative cell therapy
indications.
Forward-Looking Statements
Various statements in this release are
“forward-looking statements” under the securities laws. Words
such as, but not limited to, “anticipate,” “believe,” “can,”
“could,” “expect,” “estimate,” “design,” “goal,” “intend,” “may,”
“might,” “objective,” “plan,” “predict,” “project,” “target,”
“likely,” “should,” “will,” and “would,” or the negative of these
terms and similar expressions or words, identify forward-looking
statements. Forward-looking statements are based upon current
expectations that involve risks, changes in circumstances,
assumptions and uncertainties.
Important factors that could cause actual
results to differ materially from those reflected in Histogenics’
forward-looking statements include, among others: the timing
and success of Histogenics’ NeoCart Phase 3 clinical trial,
including, without limitation, possible delays in generating the
data from the clinical trial; the ability to obtain and maintain
regulatory approval of NeoCart or any product candidates, and the
labeling for any approved products; NeoCart’s regulation as a
Regenerative Medical Product; the market size and potential patient
population in Japan; the scope, progress, expansion, and costs of
developing and commercializing Histogenics’ product candidates; the
ability to obtain and maintain regulatory approval regarding the
comparability of critical NeoCart raw materials following our
technology transfer and manufacturing location transition; the size
and growth of the potential markets for Histogenics’ product
candidates and the ability to serve those markets; Histogenics’
expectations regarding its expenses and revenue; and other factors
that are described in the “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” sections of Histogenics’ Annual Report on Form 10-K for
the year ended December 31, 2016 and Quarterly Report on Form 10-Q
for the quarter ended September 30, 2017, which are on file with
the SEC and available on the SEC’s website at www.sec.gov. In
addition to the risks described above and in Histogenics’ annual
report on Form 10-K and quarterly reports on Form 10-Q, current
reports on Form 8-K and other filings with the SEC, other unknown
or unpredictable factors also could affect Histogenics’
results.
There can be no assurance that the actual
results or developments anticipated by Histogenics will be realized
or, even if substantially realized, that they will have the
expected consequences to, or effects on, Histogenics.
Therefore, no assurance can be given that the outcomes stated in
such forward-looking statements and estimates will be achieved.
All written and verbal forward-looking
statements attributable to Histogenics or any person acting on its
behalf are expressly qualified in their entirety by the cautionary
statements contained or referred to herein. Histogenics
cautions investors not to rely too heavily on the forward-looking
statements Histogenics makes or that are made on its behalf.
The information in this release is provided only as of the date of
this release, and Histogenics undertakes no obligation, and
specifically declines any obligation, to update or revise publicly
any forward-looking statements, whether as a result of new
information, future events or otherwise.
Contact:
Investor Relations Tel: +1 (781)
547-7909InvestorRelations@histogenics.com
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