Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On May 21, 2020, Conatus Pharmaceuticals Inc. (the Company) reconvened its Special Meeting of Stockholders (the Special Meeting),
which was previously convened and adjourned on May 7, 2020. The following is a brief description of each matter submitted to a vote at the Special Meeting on May 21, 2020, as well as the number of votes cast for or against, the number of
abstentions and the number of broker non-votes with respect to each matter, as applicable. For more information about these proposals, please refer to the proxy statement/prospectus/information statement
contained in the registration statement on Form S-4 initially filed by the Company on February 7, 2020 and declared effective by the Securities and Exchange Commission on April 1, 2020 (the
Proxy Statement).
The number of shares of the Companys common stock entitled to vote at the Special Meeting was 33,170,487. The number
of shares of the Companys common stock present or represented by valid proxy at the Special Meeting was 18,444,285.
All matters submitted to a vote
of stockholders at the Special Meeting were approved as described below.
Proposal No. 1:
Stockholders approved the Agreement and Plan of Merger and Reorganization, dated as of January 28, 2020, by and among the Company, Chinook Merger Sub,
Inc., and Histogen Inc. (the Merger Agreement), a copy of which is attached as Annex A to the Proxy Statement, and the transactions contemplated thereby, including the merger, the issuance of shares of the Companys common stock to
Histogens stockholders pursuant to the terms of the Merger Agreement and the change of control resulting from the merger. The results of the voting included:
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For
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Against
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Abstain
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Broker
Non-Votes
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17,347,595
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1,034,847
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61,843
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0
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Proposal No. 2:
Stockholders approved a series of alternative amendments to the Companys amended and restated certificate of incorporation to effect a reverse stock
split of the Companys common stock, within a range, as determined by the Companys board of directors, of one new share for every 10 to 50 (or any number in between) shares outstanding immediately prior to the reverse stock split, in the
form attached as Annex D to the Proxy Statement. The results of the voting included:
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For
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Against
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Abstain
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Broker
Non-Votes
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16,619,877
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1,701,917
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122,491
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0
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Proposal No. 3:
Stockholders approved the Companys 2020 Incentive Award Plan, a copy of which is attached as Annex E to the Proxy Statement. The results of the voting
included:
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For
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Against
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Abstain
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Broker
Non-Votes
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12,051,695
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6,039,758
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352,832
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0
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Proposal No. 4:
Stockholders approved, on a nonbinding, advisory basis, the compensation that will be paid or may become payable to the Companys named executive officers
in connection with the merger. The results of the voting included:
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For
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Against
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Abstain
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Broker
Non-Votes
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14,840,259
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3,196,899
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407,127
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0
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