Histogen Announces Closing of $4.75 Million Private Placement
March 25 2022 - 4:05PM
Histogen Inc. (NASDAQ: HSTO), a clinical-stage company focused on
developing potential first-in-class restorative therapeutics that
ignite the body’s natural process to repair and maintain healthy
biological function, today announced the closing of its previously
announced private placement for the issuance and sale of 2,500
shares of Series A redeemable convertible preferred stock and 2,500
shares of Series B redeemable convertible preferred stock. Each
share of Series A and Series B preferred stock had a purchase price
of $952.38, representing an original issue discount of
approximately 5% of the $1,000 stated value of each share. Each
share of Series A and Series B preferred stock is convertible into
shares of Histogen’s common stock at an initial conversion price of
$1.00 per share. Shares of the Series A and Series B preferred
stock are convertible at the option of the holder at any time
following the Company’s receipt of stockholder approval for an
amendment to the Company’s certificate of incorporation that allows
the Company to effectuate a reverse stock split of the Company’s
common stock. Histogen will be permitted to compel conversion of
the Series A and Series B preferred stock after the fulfillment of
certain conditions and subject to certain limitations. Total gross
proceeds from the offerings, before deducting the placement agent’s
fees and other offering expenses, were approximately $4.75 million.
H.C. Wainwright & Co. acted as the exclusive
placement agent for the offering.
The Series A and Series B preferred stock permit
the holders thereof to vote together with the holders of the
Company’s common stock on a proposal to effect a reverse stock
split of the Company’s common stock at an annual or special meeting
of Company stockholders. The Series A preferred stock permits the
holder to vote on such proposal on an as-converted to common stock
basis based on the minimum price under Nasdaq rules on the issuance
date. The Series B preferred stock permits the holder to cast
30,000 votes per share of Series B preferred stock on such
proposal. The Series A and Series B preferred stock will not be
permitted to vote on any other matter. The holders of the Series A
and B preferred stock agreed not to transfer their shares of
preferred stock until after the stockholder meeting. The holders of
the Series A preferred stock agreed to vote their shares on the
reverse stock split proposal and the holders of the Series B
preferred stock agreed to vote their shares on such proposal in the
same proportions as the shares of common stock and Series A
preferred stock are voted on such proposal. The holders of the
Series A and Series B preferred stock have the right to require the
Company to redeem their shares of preferred stock for cash at 105%
of the stated value of such shares commencing after the earlier of
the Company’s stockholders’ approval of the reverse stock split and
90 days after the closing of the issuances of the Series A and
Series B preferred stock and until 120 days after such closing.
Additional information regarding the securities
described above and the terms of the offering are included in a
Current Report on Form 8-K to be filed with the United States
Securities and Exchange Commission (“SEC”).
To the extent Series A or B preferred stock is
converted or otherwise not redeemed after 120 days from closing,
the Company will use such net proceeds from this offering for
working capital and general corporate purposes.
The offer and sale of the foregoing securities
were made in a transaction not involving a public offering and the
securities have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), or applicable state
securities laws. Accordingly, the securities may not be reoffered
or resold in the United States except pursuant to an effective
registration statement or an applicable exemption from the
registration requirements of the Securities Act and such applicable
state securities laws. Under an agreement with the investors, the
Company will file an initial registration statement with the
Securities and Exchange Commission (the “SEC”) covering the resale
of the shares of common stock issuable upon conversion of the
preferred stock no later than July 20, 2022, and use commercially
reasonable efforts to have the registration statement declared
effective as promptly as practical thereafter, and in any event no
later than September 18, 2022 (or October 18, 2022, in the event of
a “full review” of the registration statement by the SEC).
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of the securities in any state in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of such
state.
About Histogen Inc.
Histogen Inc. is a clinical-stage therapeutics
company focused on developing potential first-in-class restorative
therapeutics that ignite the body’s natural process to repair and
maintain healthy biological function. Histogen’s innovative
technology platform utilizes cell conditioned media and
extracellular matrix materials produced by hypoxia-induced
multipotent cells. Histogen’s proprietary, reproducible
manufacturing process provides targeted solutions across a broad
range of therapeutic indications, including joint cartilage
regeneration, spinal disk repair, tendon, ligament and other soft
tissue repair. For more information, please visit
www.histogen.com.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995 and other
Federal securities laws. For example, we are using forward-looking
statements when we discuss the intended use of net proceeds from
the private placement. Because such statements deal with future
events and are based on our current expectations, they are subject
to various risks and uncertainties and actual results, performance
or achievements of Histogen that could differ materially from those
described in or implied by the statements in this press release,
including: our ability to regain compliance with Nasdaq’s continued
listing requirements; our ability to obtain funding for our
operations, including funding necessary to complete further
development and any commercialization of our product candidates;
our expectations regarding the arbitration proceeding related to
emricasan and the joint development with Amerimmune for COVID-19
and other infectious and inflammatory diseases, including its
ability to carry out the development of emricasan and the potential
for delays in the timing of regulatory approval, the impact of the
arbitration proceedings and the requirement for additional capital
to continue to advance these product candidates, which may not be
available on favorable terms or at all; our intention to
independently assess our caspase selective inhibitors for
inflammatory diseases; the uncertainties associated with the
clinical development and regulatory approval of Histogen’s product
candidates, including potential delays in the commencement,
enrollment and completion of clinical trials; competition in the
orthopedics market, COVID-19 market and other markets in which we
and our collaboration partner operate; the potential that earlier
clinical trials and studies of our product candidates may not be
predictive of future results; risks related to business
interruptions, including the outbreak of COVID-19 coronavirus,
which could seriously harm our financial condition and increase its
costs and expenses; the impact of any arbitration and litigation
proceedings on our business and market and other conditions. The
foregoing review of important factors that could cause actual
events to differ from expectations should not be construed as
exhaustive and should be read in conjunction with statements that
are included herein and elsewhere, including those risks discussed
in our filings with the Securities and Exchange Commission. Except
as otherwise required by law, Histogen disclaims any intention or
obligation to update or revise any forward-looking statements,
which speak only as of the date hereof, whether as a result of new
information, future events, or circumstances or otherwise.
CONTACT:
Susan A. KnudsonExecutive Vice
President & CFOHistogen Inc.ir@histogen.com
Histogen (NASDAQ:HSTO)
Historical Stock Chart
From Aug 2024 to Sep 2024
Histogen (NASDAQ:HSTO)
Historical Stock Chart
From Sep 2023 to Sep 2024