2022-07-12 | NDAQ: HSTO | Press release

SAN DIEGO, July 12 12, 2022 (GLOBE NEWSWIRE) — Histogen Inc. (NASDAQ: HSTO), a clinical-stage therapeutics company focused on developing both restorative therapeutics and treatment-focused selective pan-caspase and caspase inhibitors Infectious and Inflammatory Diseases, announced today that it has entered into a securities purchase agreement with a single healthcare-focused institutional investor to issue 1,774,309 shares of common stock (or prefunded warrants in lieu) , 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 common shares, at a price of purchase of $2.818 per common share (or pre-funded warrant) and associated warrants, in an at-market private placement under Nasdaq rules, for expected gross proceeds to Histogen of approximately $5 mill ions of dollars, before deduction of placement agent fees and other offering costs payable by the Company.

HC Wainwright & Co. acts as an exclusive investment agent for private investment.

Each common share (or pre-funded warrant) was sold in the private placement together with one series A warrant to purchase one common share and one series B warrant to purchase one common share. The Series A warrants have an exercise price of $2.568 per common share and will be exercisable upon issuance for a period of five and a half years from the date of issuance. The Series B warrants have an exercise price of $2.568 per common share and will be exercisable upon issuance for a period of eighteen months from the date of issuance.

The closing of the private placement is expected to occur on or about July 15, 2022, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds of the private placement for working capital and general corporate purposes.

The Company has also agreed that certain warrants to purchase a total of 447,800 common shares of the Company which were issued to this investor from November 2020 to 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, will be amended, among other things, to have a reduced exercise price of $2.568 per share, will expire five and a half years after the close of Private placement, at an additional offer price of $ 0.0316 per modified mandate share.

The offer and sale of the foregoing securities is being made in a non-public offering transaction 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 only be offered or sold in the United States pursuant to an effective registration statement or an applicable exemption the registration requirements of the Securities Act and applicable state securities laws. Pursuant to an agreement with investors, the Company has agreed to file an initial registration statement with the Securities and Exchange Commission (the ” SEC””) covering the resale of common stock to be issued to investors (including common stock issuable upon the exercise of warrants) no later than 15 days and to use its best efforts. commercially reasonable for the Registration Statement to be declared effective as soon as practicable thereafter, and in any event no later than 75 days in the event of a “Complete Review” by the SEC.

This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, and there will be no sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to 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 first-in-class potential restorative therapies that trigger the body’s natural process to repair and maintain healthy biological function as well as a pipeline of clinical small molecules and preclinical. caspase and selective caspase inhibitors focused on treatments for infectious and inflammatory diseases. As part of our biologics technology platform, our product candidates in development are HST-003, a treatment for articular cartilage repair, and HST-004, a treatment for intervertebral disc repair. Additionally, within our small molecule pipeline, our product candidates include emricasan, CTS-2090 and CTS-2096. Currently, emricasan is being co-developed with our collaborative 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, new potent, orally bioavailable, highly selective caspase-1 inhibitors 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 use forward-looking statements when discussing the completion of the Private Placement; the satisfaction of customary closing conditions relating to the private placement and the expected use of the net proceeds of the private placement. Because these statements address future events and are based on our current expectations, they are subject to various risks and uncertainties and the actual results, performance or achievements of the Company could differ materially from those described or implied by the statements contained 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 joint development with Amerimmune for COVID-19 and other infectious and inflammatory diseases, including its ability to complete the development of emricasan and the potential for delays in the timing of regulatory approval, the impact of 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 evaluate our selective caspase inhibitors for inflammatory diseases; uncertainties associated with the clinical development and regulatory approval of the Company’s product candidates, including potential delays in the initiation, enrollment and completion of clinical trials; competition in the orthopedics market, the COVID-19 market and other markets in which we and our collaboration partner operate; the possibility that past clinical trials and studies of our product candidates are not predictive of future results; risks related to business interruptions, including the COVID-19 coronavirus outbreak, 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 discussion of important factors that could cause actual events to differ from expectations should not be construed as complete and should be read in conjunction with the statements that are included herein and elsewhere, including the risks discussed in our filings. filed 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. Knudson

Executive Vice President and Chief Financial Officer

Histogen Inc.

ir@histogen.com

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