Histogen Announces Closing of $5 Million Private Placement Priced At-the-Market Under Nasdaq Rules
July 14 2022 - 4:05PM
Histogen Inc. (NASDAQ: HSTO), a clinical-stage therapeutics company
focused on developing both restorative therapeutics and pan-caspase
and caspase selective inhibitors focused on treatments for
infectious and inflammatory diseases, announced today that it has
closed its previously announced private placement of 1,774,309
shares of common stock (or pre-funded warrants in lieu thereof),
Series A warrants to purchase up to an aggregate of 1,774,309
shares of common stock and Series B warrants to purchase up to an
aggregate of 1,774,309 shares of common stock, at a purchase price
of $2.818 per share of common stock (or pre-funded warrant) and
associated warrants, priced at-the-market under Nasdaq rules, for
expected gross proceeds to Histogen of approximately $5 million,
before deducting placement agent fees and other offering expenses
payable by the Company.
H.C. Wainwright & Co. acted as the exclusive
placement agent for the private placement.
Each share of common stock (or pre-funded
warrant) was sold in the private placement together with a Series A
warrant to purchase one share of common stock and a Series B
warrant to purchase one share of common stock. The Series A
warrants have an exercise price of $2.568 per share of common
stock, will be exercisable commencing immediately upon issuance for
a period of five and one-half years from the date of issuance. The
Series B warrants have an exercise price of $2.568 per share of
common stock, will be exercisable commencing immediately upon
issuance for a period of eighteen months from the date of
issuance.
The Company intends to use the net proceeds from
the private placement for working capital and general corporate
purposes.
The Company also has agreed to amend certain
warrants to purchase up to an aggregate of 447,800 shares of common
stock of the Company that were issued to the investor in the
private placement in November 2020 through December 2021 with
exercise prices ranging from $8.50 to $34.00 per share and
expiration dates ranging from May 18, 2026 to June 21, 2027, so
that such warrants have a reduced exercise price of $2.568 per
share and expiration date of five and one-half years following the
closing of the private placement, for an additional offering price
of $0.0316 per amended warrant.
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 offered or
sold 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 to be issued to the investors
(including the shares of common stock issuable upon the exercise of
the warrants) no later than 15 days and to use commercially
reasonable efforts to have the registration statement declared
effective as promptly as practical thereafter, and in any event no
later than 75 days in the event of a “full review” by the SEC.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
About Histogen Inc.
Histogen Inc. is a clinical-stage therapeutics
company focused on developing both potential first-in-class
restorative therapeutics that ignite the body’s natural process to
repair and maintain healthy biological function as well as a
pipeline of clinical and preclinical small molecule pan-caspase and
caspase selective inhibitors focused on treatments for infectious
and inflammatory diseases. Under our biologics technology platform,
our product candidates in development are HST-003, a treatment for
joint cartilage repair, and HST-004, a treatment for spinal disc
repair. In addition, within our small molecule pipeline, our
product candidates include emricasan, CTS-2090 and CTS-2096.
Currently, emricasan is being developed jointly with our
collaboration partner, Amerimmune, for the treatment of COVID-19,
and we are evaluating the use of emricasan for other infectious
diseases including the treatment of MRSA. We also have preclinical
product candidates, CTS-2090 and CTS-2096, novel, potent, orally
bioavailable, and highly selective small molecule inhibitors of
caspase-1 designed for the treatment of certain inflammatory
diseases. 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 the Company that could differ materially from
those described in or implied by the statements in this press
release, including: 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 the Company’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, the Company 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
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