Histogen Announces $5 Million Private Placement Priced At-the-Market Under Nasdaq Rules
July 12 2022 - 11:40AM
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, 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 pre-funded warrants in lieu thereof), 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 shares of common stock, at a purchase price of $2.818
per share of common stock (or pre-funded warrant) and associated
warrants, in a private placement priced at-the-market under Nasdaq
rules, for expected gross proceeds to Histogen of
approximately $5 million, before deducting placement agent fees and
other offering expenses payable by the Company.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the private placement.
Each share of common stock (or pre-funded
warrant) was sold in the private placement together with a Series A
warrant to purchase one share of common stock and a Series B
warrant to purchase one share of common stock. The Series A
warrants have an exercise price of $2.568 per share of common
stock, will be exercisable commencing immediately upon issuance for
a period of five and one-half years from the date of issuance. The
Series B warrants have an exercise price of $2.568 per share of
common stock, will be exercisable commencing immediately 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 from the private placement for working capital and general
corporate purposes.
The Company also has agreed that certain
warrants to purchase an aggregate of 447,800 shares of common stock
of the Company that were issued to such investor in November 2020
through 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 others, to have a reduced
exercise price of $2.568 per share, will expire five and one-half
years following the closing of the private placement, at an
additional offering price of $0.0316 per amended warrant.
The offer and sale of the foregoing securities
are being made in a transaction not involving a public offering 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 not be offered or
sold in the United States except pursuant to an effective
registration statement or an applicable exemption from the
registration requirements of the Securities Act and such applicable
state securities laws. Under an agreement with the investors, the
Company agreed to file an initial registration statement with the
Securities and Exchange Commission (the “SEC”) covering the resale
of the shares of common stock to be issued to the investors
(including the shares of common stock issuable upon the exercise of
the warrants) no later than 15 days and to use commercially
reasonable efforts to have the registration statement declared
effective as promptly as practical thereafter, and in any event no
later than 75 days in the event of a “full review” by the SEC.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the 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 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 discuss the completion of the private placement;
the satisfaction of customary closing conditions related to the
private placement and the intended use of net proceeds from the
private placement. 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 the Company that could differ materially from those
described in or implied by the statements 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 the
joint development with Amerimmune for COVID-19 and other infectious
and inflammatory diseases, including its ability to carry out the
development of emricasan and the potential for delays in the timing
of regulatory approval, the impact of the 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 assess our caspase
selective inhibitors for inflammatory diseases; the uncertainties
associated with the clinical development and regulatory approval of
the Company’s product candidates, including potential delays in the
commencement, enrollment and completion of clinical trials;
competition in the orthopedics market, COVID-19 market and other
markets in which we and our collaboration partner operate; the
potential that earlier clinical trials and studies of our product
candidates may not be predictive of future results; risks related
to business interruptions, including the outbreak of COVID-19
coronavirus, 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 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, 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. KnudsonExecutive Vice
President & CFOHistogen Inc.ir@histogen.com
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