Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On September 26, 2019, Histogenics Corporation (the Company or Histogenics) reconvened its Special Meeting of Stockholders (the
Special Meeting), which was previously convened and adjourned on September 12, 2019. The following is a brief description of each matter submitted to a vote at the Special Meeting on September 26, 2019, as well as the number of
votes cast for, withheld 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
definitive proxy statement/prospectus/information statement contained in the registration statement on Form S-4 filed by the Company on June 14, 2019, as amended, and declared effective by the Securities
and Exchange Commission (the SEC) on August 6, 2019 (the Proxy Statement).
The number of shares of the Companys common
stock entitled to vote at the Special Meeting was 94,599,601. The number of shares of the Companys common stock present or represented by valid proxy at the Special Meeting was 53,597,647. All matters submitted to a binding 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 April 5, 2019, by and among Histogenics, Merger Sub, and Ocugen (as
amended, the Merger Agreement), and the transactions contemplated thereby (the Merger), including the Merger and the issuance of shares of Histogenics common stock to Ocugen stockholders pursuant to the terms of the
Merger Agreement. The results of the voting included 52,523,597 votes for, 821,937 votes against, 252,113 votes abstained and no broker non-votes.
Proposal No. 2:
Stockholders approved an
amendment to the sixth amended and restated certificate of incorporation of Histogenics to effect a reverse stock split of Histogenics common stock, within a range, as determined by Histogenics board of directors, of one new share for every 53
to 67 (or any number in between) shares outstanding. The results of the voting included 49,776,420 votes for, 2,927,750 votes against, 893,477 votes abstained and no broker non-votes.
Proposal No. 3:
Stockholders approved an
amendment to the sixth amended and restated certificate of incorporation of Histogenics to change the corporate name of Histogenics from Histogenics Corporation to Ocugen, Inc. The results of the voting included 52,077,934
votes for, 1,173,714 votes against, 345,999 votes abstained and no broker non-votes.
Proposal No. 4:
Stockholders approved an amendment to the sixth amended and restated certificate of incorporation of Histogenics to increase the number of
authorized shares of Histogenics common stock to a total number of 200,000,000 shares. The results of the voting included 48,120,406 votes for, 4,837,167 votes against, 640,074 votes abstained and no broker
non-votes.