Histogen Announces 1-for-20 Reverse Stock Split
June 01 2022 - 4:00PM
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, today announced that its
Board of Directors has approved a 1-for-20 reverse stock split of
the Company’s issued and outstanding common stock (the “Reverse
Stock Split”). The Reverse Stock Split will be effective at 4:01
p.m. Eastern Time on June 2, 2022. The Company’s common stock is
expected to begin trading on The Nasdaq Capital Market on a
split-adjusted basis on June 3, 2022.
On June 1, 2022, the Company’s Board of
Directors approved the Reverse Stock Split at the ratio of 1-for-20
shares. Also on June 1, 2022, the Company’s stockholders approved
the Reverse Stock Split at the annual meeting of stockholders held
on June 1, 2022 at a ratio ranging from 1-for-5 up to a ratio of
1-for-20, such ratio and the implementation and timing of such
Reverse Stock Split to be determined by the Company’s Board of
Directors.
The principal purpose of the Reverse Stock Split
is to decrease the total number of shares of common stock
outstanding and proportionately increase the market price of the
common stock in order to meet the continuing listing requirements
of The Nasdaq Capital Market. In connection with the Reverse Stock
Split, the Company’s CUSIP number will change to 43358Y202 as of
June 3, 2022. The Company’s common stock will continue to trade
under the symbol “HSTO.”
As a result of the Reverse Stock Split, every 20
shares of the Company’s common stock issued and outstanding will be
automatically reclassified into one new share of common stock. The
Reverse Stock Split will not modify any rights or preferences of
the shares of the Company’s common stock. Proportionate adjustments
will be made to the exercise prices and the number of shares
underlying the Company’s outstanding equity awards, as applicable,
and warrants, as well as to the number of shares issued and
issuable under the Company’s equity incentive plans. The common
stock issued pursuant to the Reverse Stock Split will remain fully
paid and non-assessable. The Reverse Stock Split will not affect
the number of authorized shares of common stock or the par value of
the common stock nor will it change the authorized shares of
Preferred Stock or the relative voting power of such holders of our
outstanding common stock and Preferred Stock.
No fractional shares will be issued in
connection with the Reverse Stock Split. Stockholders who would
otherwise be entitled to receive fractional shares as a result of
the Reverse Stock Split will be entitled to a cash payment in lieu
thereof at a price equal to the fraction to which the stockholder
would otherwise be entitled multiplied by the closing trading price
per share of the common stock (as adjusted for the reverse stock
split) on the Nasdaq Capital Market on the trading day immediately
preceding the effective time of the reverse stock split.
American Stock Transfer & Trust Company, LLC
has been appointed by the Company to act as its exchange agent for
the reverse stock split. Stockholders owning pre-split shares via a
bank, broker or other nominee will have their positions
automatically adjusted to reflect the Reverse Stock Split and will
not be required to take further action in connection with the
Reverse Stock Split, subject to brokers’ particular processes.
Similarly, registered stockholders holding pre-split shares of the
Company's common stock electronically in book-entry form are also
not required to take further action in connection with the Reverse
Stock Split. Holders of certificated shares will be contacted by
the Company or its exchange agent with further details about how to
surrender old certificates.
Additional information about the Reverse Stock
Split can be found in the Company’s definitive proxy statement
filed with the Securities and Exchange Commission (the “SEC”) on
April 21, 2022, which is available free of charge at the SEC’s
website, www.sec.gov, and on the Company’s website at
www.histogen.com.
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 reference the potential for the Company to
regain Nasdaq compliance. We may not actually achieve the plans,
carry out the intentions or meet the expectations or projections
disclosed in the forward-looking statements and you should not
place undue reliance on these forward-looking statements. 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
Histogen that could differ materially from those described in or
implied by the statements in this press release, including: our
ability to regain compliance with Nasdaq’s continued listing
requirements; and market 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, Histogen 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 &
CFO Histogen Inc. ir@histogen.com
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