Current Report Filing (8-k)
March 14 2023 - 04:06PM
Edgar (US Regulatory)
0001383701false00013837012023-03-102023-03-10
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported):
March 10, 2023
Histogen Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36003
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20-3183915
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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10655 Sorrento Valley Road,
Suite 200,
San Diego
CA
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92121
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(Address of principal executive offices)
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(Zip Code)
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(858)
526-3100
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last
Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0001 par value
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HSTO
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The
Nasdaq Capital
Market
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
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Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On March 10, 2023, the Board of Directors (the “Board”) of Histogen
Inc. (the “Company”) approved removing the interim title of Steven
J. Mento, Ph.D. In connection with Dr. Mento now serving as the
President and Chief Executive Officer of the Company, the Board
appointed Daniel L. Kisner, M.D. as the Non-Executive Chairman of
the Board and eliminated the positions of Executive Chairman,
formerly held by Dr. Mento, and Lead Independent Director, formerly
held by David H. Crean, Ph.D.
In connection with Dr. Mento’s status as President and Chief
Executive Officer, the Company entered into an amendment and
restatement of his executive employment agreement (“CEO
Agreement”), pursuant to which he is entitled to twelve (12)
months’ severance, including target bonus, and reimbursement of
COBRA premium reimbursement in the event of a termination without
cause (as defined in the CEO Agreement) or termination by Good
Reason (as defined in the CEO Agreement), which such severance and
COBRA reimbursement is increased to eighteen (18) months in the
event of a termination after a change of control event. The CEO
Agreement also provides for accelerated vesting of certain of his
outstanding options in the event of termination in connection with
a change in control.
Dr. Mento was granted stock option to purchase (i) 158,055 shares
of the Company’s common stock and (ii) 55,532 shares of the
Company’s common stock (collectively the “Mento Option Awards”)
under the 2020 Incentive Award Plan (the “Plan”), with the 55,532
shares subject to forfeiture in the event that the shares available
pursuant to the Plan are not increased prior to the one year
anniversary and vesting of the award by an amount required to be
available for issuance for all outstanding stock awards containing
this forfeiture condition. The Mento Option Awards will vest as to
one-fourth (1/4th) of the shares subject to the options one year
after the effective date, and as to one- thirty-sixth (1/36th) of
the remaining shares subject to the options monthly thereafter. The
exercise price of the Mento Option Awards will be the fair market
value of the Company’s common stock on the date of grant. The Mento
Option Awards, to the extent vested, shall be exercisable only for
a term of ten (10) years, subject to earlier expiration as provided
in the Plan. The grant of the Mento Option Awards to Dr. Mento will
be subject to the terms and conditions of the Plan and the employee
stock option grant notice and option agreement. Dr. Mento
simultaneously agreed to cancel certain outstanding stock
options.
Also on March 10, 2023, the Company’s Board approved the
appointment of Susan A. Knudson as the Company’s Chief Operations
Officer and Chief Financial Officer. In connection with Ms.
Knudson’s new appointment, the Company entered into an amendment
and restatement of her executive employment agreement (the “COO/CFO
Agreement”), pursuant to which she is entitled to twelve (12)
months’ severance, including target bonus, and reimbursement of
COBRA premium reimbursement in the event of a termination without
cause (as defined in the COO/CFO Agreement) or termination by Good
Reason (as defined in the COO/CFO Agreement). The COO/CFO Agreement
also provides for accelerated vesting of certain of her outstanding
options, in the event of termination in connection with a change in
control.
Ms. Knudson was granted stock option to purchase (i) 79,027 shares
of the Company’s common stock and (ii) 27,766 shares of the
Company’s common stock (collectively the “Knudson Option Awards”)
under the Plan, with the 27,766 shares subject to forfeiture in the
event that the shares available pursuant to the Plan are not
increased prior to the one year anniversary and vesting of the
award by an amount required to be available for issuance for all
outstanding stock awards containing this forfeiture condition. The
Knudson Option Awards will vest as to one-fourth (1/4th) of the
shares subject to the options one year after the effective date,
and as to one- thirty-sixth (1/36th) of the remaining shares
subject to the options monthly thereafter. The exercise price of
the Knudson Option Awards will be the fair market value of the
Company’s common stock on the date of grant. The Knudson Option
Awards, to the extent vested, shall be exercisable only for a term
of ten (10) years, subject to earlier expiration as provided in the
Plan. The grant of the Knudson Option Awards to Ms. Knudson will be
subject to the terms and conditions of the Plan and the employee
stock option grant notice and option agreement. Ms. Knudson
simultaneously agreed to cancel certain outstanding stock
options.
The foregoing description of the CEO Agreement and COO/CFO
Agreement are qualified in their entirety by reference to the form
of Company executive employment agreement, which will be filed with
the Company’s next periodic filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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Histogen Inc.
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Date: March 14, 2023
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By:
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/s/ Susan A. Knudson
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Name: Susan A. Knudson
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Title: Chief Operations Officer and Chief Financial
Officer
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