Filings under Rule 425
under the Securities Act of 1933
and deemed filed under Rule 14a-6
of the Securities Exchange Act of 1934, as amended
Filing by: Conatus Pharmaceuticals Inc.
Subject Company: Conatus Pharmaceuticals Inc.
SEC File No.: 001-36003
CONTACT: Keith Marshall
Conatus Pharmaceuticals Inc.
Leading Independent Proxy Advisory Firms
Recommend Conatus Pharmaceuticals Shareholders Vote
in Favor of its Merger with Histogen and the
Required Reverse Stock Split
SAN DIEGO – May 18, 2020 – Conatus Pharmaceuticals Inc.
(Nasdaq:CNAT) today announced that Institutional Shareholder
Services Inc. (ISS) and Glass Lewis, two leading independent
research and proxy advisory firms that provide institutional
investors with voting assessment and recommendations, have
recommended that Conatus stockholders vote “FOR” Conatus’ proposed
merger with Histogen Inc. (“Histogen”) and “FOR” Conatus’ proposed
reverse stock split, both of which are to be considered at Conatus’
upcoming special meeting of stockholders to be held on May 21,
In making its recommendations, ISS concluded:
“The strategic rationale for the transaction is sound, the process
was reasonably thorough, and the stock consideration provides
opportunity in the upside potential of a Company with three
clinical-stage product candidates and sufficient near-term capital.
As such, a vote for the merger and the share issuance is
“We are very pleased that these highly influential proxy advisor
firms have recommended that our stockholders vote in favor of the
proposals to merger with Histogen and the required reverse stock
split,” said Steven J. Mento, Ph.D., President, Chief Executive
Officer and co-founder of
Conatus. “Although the range of the reverse stock split is at the
discretion of the board of directors within the specified range,
the primary factor in determining the ratio for the split will be
achieving the $4.00 minimum bid price required by Nasdaq for the
combined company and required for the merger to be completed. I
urge any stockholder who has not voted to do so, or who voted
against Proposal 2 to reconsider and vote in favor of the
If you have questions, need help voting your shares, or want to
change your vote in favor of Proposal 2, please call Conatus’ proxy
solicitation firm, Laurel Hill Advisory Group, LLC at 888-742-1305.
The record date for the special meeting is March 13, 2020.
Stockholders who have previously sent in proxy cards or given
instructions to brokers do not need to re-cast their votes unless they want to
change their vote. The special meeting was previously adjourned
until 9:00 a.m., Pacific Time, on May 21, 2020, and will be
held virtually and stockholders can register to attend the meeting
by visiting www.proxydocs.com/CNAT by no later than
May 19, 2020 at 2:00 p.m. Pacific Time.
About the Proposed Merger
The merger is expected to close by the end of the second quarter of
2020, subject to approvals by the stockholders of Histogen and
Conatus, a reverse stock split being implemented by Conatus,