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common stock prior to the announcement date on the Nasdaq Capital Market. As a result, current Conatus stockholders will collectively own approximately 26%, and Histogen stockholders will
collectively own approximately 74%, of the combined company on a fully-diluted basis, after taking into account Histogens and Conatus outstanding options and warrants at the time of closing, irrespective of the exercise prices of such
options and warrants, with such ratio subject to adjustment based on each companys net cash balance at closing.
The combined company, led by
Histogens current management team, will be named Histogen Inc. and be headquartered in San Diego, CA. After closing, the combined company is expected to change its trading symbol to HSTO and trade on the Nasdaq Capital Market. At
closing, the combined companys board of directors is anticipated to consist of eight members, including six members of Histogens current board and two members of Conatus current board. The merger agreement has been unanimously
approved by the board of directors of each company, who have also recommended to their respective companys stockholders that they approve the merger agreement, the merger and, with respect to Conatus stockholders, a reverse stock split.
The merger is expected to close by the end of the second quarter of 2020, subject to approvals by the stockholders of Histogen and Conatus, a reverse stock split being implemented by Conatus, the continued listing of the combined company on Nasdaq
and other customary closing conditions.
A more complete description of the terms of and conditions of the merger can be found in Conatus Form 8-K filed on January 28, 2020 with the SEC and in the Merger Agreement, which is filed as an exhibit to that Form 8-K.
About Histogen
Histogen is a regenerative medicine
company developing patented technologies that replace and regenerates tissues in the body. The companys innovative technology platform utilizes cell conditioned media and extracellular matrix materials produced by hypoxia-induced multipotent
cells, developing therapeutic products that address underserved, multi-billion US dollar global markets. For more information, please visit www.histogen.com.
About Conatus Pharmaceuticals
Conatus is a biotechnology
company that had been focused on the development of novel medicines to treat chronic diseases with significant unmet need. For additional information, please visit www.conatuspharma.com.
Forward-Looking Statements
Certain statements herein
constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as believes, will, would, expects, project, may,
could, developments, launching, opportunities, anticipates, estimates, intends, plans, targets and similar expressions. These forward-looking
statements include, but are not limited to, statements concerning: the expected structure, timing and completion of the proposed merger; future product development plans and projected timelines for the initiation and completion of preclinical and
clinical trials; the potential for the results of ongoing preclinical or clinical trials and the efficacy of Histogens drug candidates; the potential market opportunities and value of drug candidates; risks related to business interruptions,
including the