HSTOQ / Histogen Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

شركة هيستوجين
US ˙ OTCPK ˙ US43358Y2028

الإحصائيات الأساسية
LEI 549300XHWPP338YQ8O67
CIK 1383701
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Histogen Inc.
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
January 4, 2024 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-36003 Histogen Inc. (Exact name of registrant as specified in its chart

December 15, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

December 14, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2023 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Co

December 14, 2023 425

Histogen Announces Second Adjournment of Special Meeting of Stockholders Meeting Adjourned for a Final Time to January 4, 2024 at 8:00 a.m. PT Potential Estimated Cash Distribution to Shareholders of $0.30 to $0.41 if Dissolution Proposal Approved

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: Histogen Inc.

December 14, 2023 EX-99.1

Histogen Announces Second Adjournment of Special Meeting of Stockholders Meeting Adjourned for a Final Time to January 4, 2024 at 8:00 a.m. PT Potential Estimated Cash Distribution to Shareholders of $0.30 to $0.41 if Dissolution Proposal Approved

Exhibit 99.1 CONTACT: Susan A. Knudson President, Chief Executive Officer, Chief Financial Officer and Secretary Histogen Inc. [email protected] Histogen Announces Second Adjournment of Special Meeting of Stockholders Meeting Adjourned for a Final Time to January 4, 2024 at 8:00 a.m. PT Potential Estimated Cash Distribution to Shareholders of $0.30 to $0.41 if Dissolution Proposal Approved SAN DIEGO

December 5, 2023 425

Histogen Announces Adjournment of Special Meeting of Stockholders Meeting Adjourned to December 14, 2023 at 8:00 a.m. PT

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: Histogen Inc.

December 5, 2023 EX-99.1

Histogen Announces Adjournment of Special Meeting of Stockholders Meeting Adjourned to December 14, 2023 at 8:00 a.m. PT

Exhibit 99.1 CONTACT: Susan A. Knudson Executive Vice President, COO & CFO Histogen Inc. [email protected] Histogen Announces Adjournment of Special Meeting of Stockholders Meeting Adjourned to December 14, 2023 at 8:00 a.m. PT SAN DIEGO, December 5, 2023 – Histogen Inc. (OTC: HSTO), today announced that its special meeting of stockholders (the “Special Meeting”) has been adjourned to Thursday, Dece

December 5, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2023 Histogen Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2023 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Com

November 16, 2023 S-8 POS

As filed with the Securities and Exchange Commission on November 16, 2023

As filed with the Securities and Exchange Commission on November 16, 2023 Registration No.

November 16, 2023 S-8 POS

As filed with the Securities and Exchange Commission on November 16, 2023

As filed with the Securities and Exchange Commission on November 16, 2023 Registration No.

November 16, 2023 S-8 POS

As filed with the Securities and Exchange Commission on November 16, 2023

As filed with the Securities and Exchange Commission on November 16, 2023 Registration No.

November 16, 2023 S-8 POS

As filed with the Securities and Exchange Commission on November 16, 2023

As filed with the Securities and Exchange Commission on November 16, 2023 Registration No.

November 14, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

November 9, 2023 EX-10.4

Histogen Inc. 10655 Sorrento Valley Road San Diego, CA 92121 September 18, 2023

Exhibit 10.4 Histogen Inc. 10655 Sorrento Valley Road San Diego, CA 92121 September 18, 2023 Alfred P Spada, PhD Dear Alfred, As previously agreed, your termination as an employee with Histogen Inc. (“Histogen”) will be effective as of September 30th, 2023 (the “Termination Date”). Notwithstanding and in lieu of any rights to severance set forth in the Executive Employment Agreement dated February

November 9, 2023 EX-10.5

Histogen Inc. 10655 Sorrento Valley Road San Diego, CA 92121 September 18, 2023

Exhibit 10.5 Histogen Inc. 10655 Sorrento Valley Road San Diego, CA 92121 September 18, 2023 Joyce Reyes Dear Joyce, As previously agreed, your termination as an employee with Histogen Inc. (“Histogen”) will be effective as of September 30th, 2023 (the “Termination Date”). Notwithstanding and in lieu of any rights to severance set forth in the Executive Employment Agreement dated March 10, 2023 (t

November 9, 2023 EX-10.6

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.6 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of September 18, 2023 (the "Effective Date"), by and between Histogen Inc., a Delaware corporation (“Company” or "Employer"), and Susan A. Knudson. ("Executive"). RECITALS WHEREAS, Employer and Executive previously entered into that certain

November 9, 2023 EX-10.3

10655 Sorrento Valley Road San Diego, CA 92121 September 18, 2023

Exhibit 10.3 Exhibit 10.3Histogen Inc. 10655 Sorrento Valley Road San Diego, CA 92121 September 18, 2023 Steven J. Mento, Ph.D. Dear Steve, As previously agreed, your termination as an employee with Histogen Inc. (“Histogen”) will be effective as of September 30th, 2023 (the “Termination Date”). Notwithstanding and in lieu of any rights to severance set forth in the Executive Employment Agreement

November 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36003 Histogen Inc. (Exact name of registrant as specifie

October 18, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

October 4, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

October 3, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2023 Histogen Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2023 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Comm

September 26, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2023 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (C

September 18, 2023 EX-99.1

Histogen Announces Board Approval of Complete Liquidation and Dissolution

Exhibit 99.1 CONTACT: Susan A. Knudson Executive Vice President, COO & CFO Histogen Inc. [email protected] Histogen Announces Board Approval of Complete Liquidation and Dissolution SAN DIEGO, September 18, 2023 – Histogen Inc. (NASDAQ: HSTO), today announced that its Board of Directors, after extensive consideration of potential strategic alternatives, has approved and adopted a Plan of Dissolution

September 18, 2023 EX-2.1

Histogen Inc. PLAN OF LIQUIDATION AND DISSOLUTION

Exhibit 2.1 Histogen Inc. PLAN OF LIQUIDATION AND DISSOLUTION This Plan of Dissolution (the “Plan”) is intended to accomplish the dissolution and liquidation of Histogen Inc., a Delaware corporation (the “Company”), in accordance with Section 275 and other applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”) and applicable provisions of the Internal Revenue Co

September 18, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2023 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (C

August 15, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2023 Histogen Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2023 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Comm

August 15, 2023 EX-16.1

1

Exhibit 16.1 August 15, 2023 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Commissioners: We have read Item 4.01 of Histogen Inc.’s Form 8-K dated August 15, 2023, and we agree with the statements set forth in Item 4.01, insofar as they relate to our firm. We have no basis to agree or disagree with other statements made by the registrant contained in Item 4.01. Very t

August 10, 2023 EX-10.1

HISTOGEN INC. AMENDED AND RESTATED 2020 INCENTIVE AWARD PLAN ARTICLE 1 PURPOSE

Exhibit 10.1 HISTOGEN INC. AMENDED AND RESTATED 2020 INCENTIVE AWARD PLAN ARTICLE 1 PURPOSE 1.1. The purpose of the Histogen Inc. 2020 Incentive Award Plan, as amended in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger and Reorganization, dated as of January 28, 2020 (the “Merger Agreement”), by and among Conatus Pharmaceuticals Inc (r

August 10, 2023 EX-10.2

LEASE TERMINATION AGREEMENT (HISTOGEN INC.)

Exhibit 10.2 LEASE TERMINATION AGREEMENT (HISTOGEN INC.) This LEASE TERMINATION AGREEMENT (“Agreement”) is made and entered into as of August 7, 2023, by and between SAN DIEGO SYCAMORE, LLC, a Delaware limited liability company (“Landlord”), and HISTOGEN THERAPEUTICS INC., a Delaware corporation, and HISTOGEN INC., a Delaware corporation (collectively, “Tenant”), with reference to the following re

August 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36003 Histogen Inc. (Exact name of registrant as specified in

July 5, 2023 EX-99.1

Histogen to Explore Strategic Alternatives

Exhibit 99.1 CONTACT: Susan A. Knudson Executive Vice President, COO & CFO Histogen Inc. [email protected] Histogen to Explore Strategic Alternatives SAN DIEGO, July 5, 2023 – Histogen Inc. (NASDAQ: HSTO), a clinical-stage therapeutics company focused on developing potential first-in-class clinical and preclinical small molecule pan-caspase and caspase selective inhibitors that protect the body’s na

July 5, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2023 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Commiss

June 21, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2023 Histogen Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2023 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Commis

June 5, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2023 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Commiss

May 11, 2023 EX-10

Executive Employment Agreement, by and between the Company and Joyce Reyes, dated March 10, 2023.

Exhibit 10.5 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of March 10, 2023 (the "Effective Date"), by and between Histogen Inc., a Delaware corporation (“Company” or "Employer"), and Joyce Reyes. ("Executive"). RECITALS WHEREAS, Employer and Executive previously entered into that certain executive employment agreement, dated June 1, 2022,

May 11, 2023 EX-10

Executive Employment Agreement, by and between the Company and Susan A. Knudson, dated March 10, 2023.

Exhibit 10.4 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of March 10, 2023 (the "Effective Date"), by and between Histogen Inc., a Delaware corporation (“Company” or "Employer"), and Susan A. Knudson. ("Executive"). RECITALS WHEREAS, Employer and Executive previously entered into that certain executive employment agreement, dated May 27,

May 11, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36003 Histogen Inc. (Exact name of registrant as specified in

May 11, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 Histogen Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Commiss

May 11, 2023 EX-10

Executive Employment Agreement, by and between the Company and Steven J. Mento, Ph.D., dated March 10, 2023.

Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of March 10, 2023 (the "Effective Date"), by and between Histogen Inc., a Delaware corporation (“Company” or "Employer"), and Steven J. Mento Ph.D. ("Executive"). RECITALS WHEREAS, Employer and Executive previously entered into that certain executive employment agreement, dated Nove

May 11, 2023 EX-10

Exclusive License Agreement, dated April 3, 2023, between the Company and Johns Hopkins University.

Certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

May 11, 2023 EX-10

Non-Plan Inducement Grant Stock Option Grant Notice and Option Agreement

Exhibit 10.2 HISTOGEN INC. STOCK OPTION GRANT NOTICE AND OPTION AGREEMENT (Non-Plan Inducement Grant) As a key leader in our business, you are in a position to have significant influence on the performance and success of Histogen Inc. (the “Company”). I am pleased to inform you that, in recognition of the role you play in our collective success, you have been granted an option to purchase shares o

May 11, 2023 EX-99.1

Histogen Reports First Quarter 2023 Results and Provides Business Update Received FDA Clearance of IND Application for Emricasan for the Treatment of Acute Bacterial Skin and Skin Structure Infections (ABSSSI) Emricasan Treatment has Therapeutic Effe

Exhibit 99.1 CONTACT: Susan A. Knudson Executive Vice President, COO & CFO Histogen Inc. [email protected] Histogen Reports First Quarter 2023 Results and Provides Business Update Received FDA Clearance of IND Application for Emricasan for the Treatment of Acute Bacterial Skin and Skin Structure Infections (ABSSSI) Emricasan Treatment has Therapeutic Effect Against Bacterial Skin Infection in Mice S

May 1, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

April 3, 2023 EX-99

Histogen Announces Exclusive Intellectual Property License Agreement with Johns Hopkins University Licensed Patents Expected to Provide Freedom to Operate and Exclusivity for Emricasan Pipeline Focus on Pan-Caspase and Caspase Selective Inhibitors fo

Exhibit 99.1 CONTACT: Susan A. Knudson Executive Vice President, COO & CFO Histogen Inc. [email protected] Histogen Announces Exclusive Intellectual Property License Agreement with Johns Hopkins University Licensed Patents Expected to Provide Freedom to Operate and Exclusivity for Emricasan Pipeline Focus on Pan-Caspase and Caspase Selective Inhibitors for Infectious and Inflammatory Diseases SAN DI

April 3, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2023 Histogen Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2023 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Commis

March 14, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Commi

March 9, 2023 EX-99

Histogen Reports Year-End 2022 Results and Provides Business Update Pipeline Focus on Pan-Caspase and Caspase Selective Inhibitors for Infectious and Inflammatory Diseases

Exhibit 99.1 Exhibit 99.1 CONTACT: Susan A. Knudson Executive Vice President & CFO Histogen Inc. [email protected] Histogen Reports Year-End 2022 Results and Provides Business Update Pipeline Focus on Pan-Caspase and Caspase Selective Inhibitors for Infectious and Inflammatory Diseases SAN DIEGO, March 9, 2023 – Histogen Inc. (NASDAQ: HSTO), a clinical-stage therapeutics company on developing potent

March 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2023 Histogen Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2023 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Commis

March 9, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-36003 Histogen Inc. (

March 9, 2023 EX-21

List of Subsidiaries.

Exhibit 21.1 SUBSIDIARIES OF HISTOGEN INC. 1. Histogen Therapeutics, Inc., formerly Histogen Inc., incorporated in Delaware on June 25, 2007. 2. Centro de Investigación de Medicina Regenerativa, S.A. de C.V., incorporated in Mexico on October 9, 2014.

March 9, 2023 EX-4

Description of Securities.

Exhibit 4.17 DESCRIPTION OF HISTOGEN INC.’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary sets forth certain material terms and provisions of Histogen Inc.’s (the “Company”) securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description also summarizes relevant pro

February 14, 2023 SC 13G/A

US43358Y2028 / Histogen Inc / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G/A 1 armistice-hsto123122a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Histogen Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 43358Y202 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

February 8, 2023 SC 13G/A

US43358Y2028 / Histogen Inc / INTRACOASTAL CAPITAL, LLC - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Histogen Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 43358Y202 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

January 3, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2022 Histogen Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2022 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Co

January 3, 2023 EX-10.1

Executive Employment Agreement, dated February 1, 2023, by and between the Company and Alfred P. Spada, Ph.D.

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of February 1, 2023 (the "Effective Date"), by and between Histogen Inc., a Delaware corporation (“Company” or "Employer"), and Alfred P. Spada Ph.D. ("Executive"). RECITALS WHEREAS, Employer wishes to engage Executive as Executive Vice President and Chief Scientific Officer (“CSO”)

January 3, 2023 EX-99.1

Histogen Hires Alfred P. Spada Ph.D. as Executive Vice President and Chief Scientific Officer Pipeline Focus on Pan-Caspase and Caspase Selective Inhibitors for Infectious and Inflammatory Diseases

Exhibit 99.1 CONTACT: Susan A. Knudson Executive Vice President & CFO Histogen Inc. [email protected] Histogen Hires Alfred P. Spada Ph.D. as Executive Vice President and Chief Scientific Officer Pipeline Focus on Pan-Caspase and Caspase Selective Inhibitors for Infectious and Inflammatory Diseases SAN DIEGO, January 3, 2023 (GLOBE NEWSWIRE) - Histogen Inc. (NASDAQ: HSTO), a clinical-stage therapeut

December 2, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2022 Histogen Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2022 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Co

November 10, 2022 EX-99.1

Histogen Reports Third Quarter 2022 Financial Results and Provides Business Update

Exhibit 99.1 CONTACT: Susan A. Knudson Executive Vice President & CFO Histogen Inc. [email protected] Histogen Reports Third Quarter 2022 Financial Results and Provides Business Update SAN DIEGO, Nov. 10, 2022 ? Histogen Inc. (NASDAQ: HSTO), a clinical-stage therapeutics company focused on developing both restorative therapeutics for orthopedic indications and pan-caspase and caspase selective inhib

November 10, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Co

November 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36003 Histogen Inc. (Exact name of registrant as specifie

August 11, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2022 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Comm

August 11, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36003 Histogen Inc. (Exact name of registrant as specified in

August 11, 2022 EX-99.1

Histogen Reports Second Quarter 2022 Financial Results and Provides Business Update Closed $5M Financing in July Regained Compliance with Nasdaq Minimum Bid Price Requirement

Exhibit 99.1 CONTACT: Susan A. Knudson Executive Vice President & CFO Histogen Inc. [email protected] Histogen Reports Second Quarter 2022 Financial Results and Provides Business Update Closed $5M Financing in July Regained Compliance with Nasdaq Minimum Bid Price Requirement SAN DIEGO, Aug 11, 2022 ? Histogen Inc. (NASDAQ: HSTO), a clinical-stage therapeutics company focused on developing both rest

August 3, 2022 CORRESP

August 3, 2022

August 3, 2022 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549-4561 Attn: Dan Crawford Re: Histogen Inc.

August 3, 2022 424B3

HISTOGEN INC. 5,647,870 Shares of Common Stock

Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-266366 PROSPECTUS HISTOGEN INC. 5,647,870 Shares of Common Stock Pursuant to this prospectus, the selling stockholders identified herein (the ?Selling Stockholders?) are offering on a resale basis an aggregate of 5,647,870 shares of common stock, par value $0.0001 per share (the ?Common Stock), of Histogen Inc. (?Histogen,? ?w

July 28, 2022 EX-FILING FEES

Filing Fee Table

EX-FILING FEES 4 d320120dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-3 Form Type Histogen Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (

July 28, 2022 S-3

As filed with the Securities and Exchange Commission on July 28, 2022

Table of Contents As filed with the Securities and Exchange Commission on July 28, 2022 Registration No.

July 12, 2022 EX-10.2

Form of Registration Rights Agreement.

Exhibit 10.2 EXHIBIT B REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of July 12, 2022, by and between Histogen Inc., a Delaware corporation (the ?Company?), and each of the several purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to the Securities P

July 12, 2022 EX-10.3

Form of Warrant Amendment.

Exhibit 10.3 July 12, 2022 Holder of Warrants to Purchase Common Stock issued on November 16, 2020 (52,558@$34.00), June 7, 2021 (148,183@$20.00) and December 20, 2021 (247,059 @$8.50) Re: Amendment to Existing Warrants Dear Holder: Reference is hereby made to the private placement offering on or about the date hereof (the ?Offering?) by Histogen Inc. (the ?Company?) of shares of its common stock

July 12, 2022 EX-10.1

Form of Securities Purchase Agreement.

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of July 12, 2022, between Histogen Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and conditions set forth

July 12, 2022 EX-4.3

Form of Series B Warrant to Purchase Common Stock.

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

July 12, 2022 EX-4.2

Form of Series A Warrant to Purchase Common Stock.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

July 12, 2022 EX-99.1

Histogen Announces $5 Million Private Placement Priced At-the-Market Under Nasdaq Rules

Exhibit 99.1 Histogen Announces $5 Million Private Placement Priced At-the-Market Under Nasdaq Rules SAN DIEGO, July 12, 2022 ? 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 int

July 12, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2022 HISTOGEN INC. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or Other Jurisdiction of Incorporation) (Commission File Number

July 12, 2022 EX-4.1

Form of Pre-Funded Warrant.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

July 12, 2022 EX-4.4

Form of Placement Agent Warrant.

Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

June 30, 2022 EX-3.1

Certificate of Elimination relating to the Certificate of Designations of Preferences, Rights and Limitations of Series A Redeemable Convertible Preferred Stock

Exhibit 3.1 CERTIFICATE OF ELIMINATION OF SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK OF HISTOGEN INC. (Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware) Histogen Inc., a Delaware corporation (the ?Company?), certifies as follows: 1. The Amended and Restated Certificate of Incorporation, as amended (the ?Certificate of Incorporation?), of the Company, includin

June 30, 2022 EX-3.2

Certificate of Elimination relating to the Certificate of Designations of Preferences, Rights and Limitations of Series B Redeemable Convertible Preferred Stock

Exhibit 3.2 CERTIFICATE OF ELIMINATION OF SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK OF HISTOGEN INC. (Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware) Histogen Inc., a Delaware corporation (the ?Company?), certifies as follows: 1. The Amended and Restated Certificate of Incorporation, as amended (the ?Certificate of Incorporation?), of the Company, includin

June 30, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2022 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Commis

June 17, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2022 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Commis

June 7, 2022 8-K

Material Modification to Rights of Security Holders, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2022 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Commiss

June 2, 2022 EX-99.1

Histogen Announces 1-for-20 Reverse Stock Split

EX-99.1 3 hsto-ex9918.htm EX-99.1 Exhibit 99.1 Histogen Announces 1-for-20 Reverse Stock Split SAN DIEGO, June 1, 2022 – 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 ha

June 2, 2022 EX-3.1

Certificate of Amendment, filed June 1, 2022

EX-3.1 2 hsto-ex317.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HISTOGEN INC. Histogen Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), hereby certifies as follows: A. The name of the Corporation is Histogen Inc. The dat

June 2, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2022 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Commiss

May 26, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

May 12, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2022 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Commiss

May 12, 2022 EX-99.1

Histogen Reports First Quarter 2022 Financial Results and Provides Business Update Received $3.75 Million Payment from Allergan Phase 1/2 Study of HST 003 for Cartilage Regeneration in the Knee Ongoing with Top-Line Data Anticipated in the First Half

EX-99.1 2 hsto-ex9916.htm EX-99.1 Exhibit 99.1 CONTACT: Susan A. Knudson Executive Vice President & CFO Histogen Inc. [email protected] Histogen Reports First Quarter 2022 Financial Results and Provides Business Update Received $3.75 Million Payment from Allergan Phase 1/2 Study of HST 003 for Cartilage Regeneration in the Knee Ongoing with Top-Line Data Anticipated in the First Half of 2023 SAN DIE

May 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36003 Histogen Inc. (Exact name of registrant as specified in

April 29, 2022 EX-10.1

Consulting Agreement, dated April 29, 2022, by and between the Company and Latterich Consulting Service LLC

Exhibit 10.1 CONSULTING AGREEMENT This Agreement is made and entered into as of April 29, 2022 (?Effective Date?) by and between Histogen Inc. (?Company?), having a principal place of business at 10655 Sorrento Valley Road, Suite 200, San Diego, CA 92121 and Latterich Consulting Services LLC (?Consultant?) having a principal place of business at and shall become effective after Consultant is no lo

April 29, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2022 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Commi

April 21, 2022 DEF 14A

Definitive Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

April 11, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

March 25, 2022 EX-3.3

Certificate of Designation of Preferences, Rights and Limitations of Series B Redeemable Convertible Preferred Stock (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 25, 2022).

Exhibit 3.3 HISTOGEN INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Steven J. Mento, Ph.D., does hereby certify that: 1. The undersigned is the Chief Executive Officer of Histogen Inc., a Delaware corporation (the ?Corporation?). 2. The Corpora

March 25, 2022 EX-3.2

Certificate of Designation of Preferences, Rights and Limitations of Series A Redeemable Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 25, 2022).

Exhibit 3.2 HISTOGEN INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Steven J. Mento, Ph.D., does hereby certify that: 1. The undersigned is the Chief Executive Officer of Histogen Inc., a Delaware corporation (the ?Corporation?). 2. The Corpora

March 25, 2022 EX-10.1

Form of Securities Purchase Agreement between Histogen Inc. and the investors therein, dated March 22, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 25, 2022).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of March 22, 2022, between Histogen Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?). WHEREAS, subject to the terms and conditions set fort

March 25, 2022 EX-10.2

Form of Registration Rights Agreement between Histogen Inc. and the investors therein, dated March 22, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 25, 2022).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of March 22, 2022, by and between Histogen Inc., a Delaware corporation (the ?Company?), and each of the several purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to the Securities Purchase A

March 25, 2022 EX-3.1

Bylaw Amendment (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 25, 2022).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE BYLAWS OF HISTOGEN INC. I, Susan A. Knudson, hereby certify that: 1. I am the duly elected Secretary of Histogen Inc., a Delaware corporation (the ?Corporation?). 2. Section 2.8 of the current Amended and Restated Bylaws of the Corporation (the ?Bylaws?) is hereby amended to read in its entirety as follows: ?2.8 QUORUM. Unless otherwise provided by law,

March 25, 2022 EX-4.1

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 25, 2022).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

March 25, 2022 EX-99.2

Histogen Announces Closing of $4.75 Million Private Placement

Exhibit 99.2 Histogen Announces Closing of $4.75 Million Private Placement SAN DIEGO, March 25, 2022 ? Histogen Inc. (NASDAQ: HSTO), a clinical-stage company focused on developing potential first-in-class restorative therapeutics that ignite the body?s natural process to repair and maintain healthy biological function, today announced the closing of its previously announced private placement for t

March 25, 2022 EX-99.1

Histogen Announces $4.75 Million Private Placement

Exhibit 99.1 Histogen Announces $4.75 Million Private Placement SAN DIEGO, March 23, 2022 ? Histogen Inc. (NASDAQ: HSTO), a clinical-stage company focused on developing potential first-in-class restorative therapeutics that ignite the body?s natural process to repair and maintain healthy biological function, today announced that it has entered into a securities purchase agreement with certain inst

March 25, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2022 HISTOGEN INC. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

March 25, 2022 EX-10.3

Engagement Letter, dated March 1, 2022, between the Company and H.C. Wainwright & Co., LLC. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 25, 2022).

Exhibit 10.3 Execution Version March 1, 2022 STRICTLY CONFIDENTIAL Histogen Inc. 10655 Sorrento Valley Road, Suite 200 San Diego, CA 92121 Attn: Steven J. Mento, Ph.D., Executive Chairman, Interim President and Chief Executive Officer Dear Dr. Mento: This letter agreement (this ?Agreement?) constitutes the agreement between Histogen Inc. (the ?Company?) and H.C. Wainwright & Co., LLC (?Wainwright?

March 22, 2022 EX-10.1

Letter Agreement by and between Histogen, Inc. and Allergan Sales, LLC, dated March 18, 2022

Exhibit 10.1 March 18, 2022 Histogen, Inc. 10655 Sorrento Valley Road, Ste 200 San Diego, CA 92121 Attn: President Allergan Sales, LLC Allergan, Inc. 5 Giralda Farms Madison, NJ 07940 www.allergan.com Re: The Amended and Restated License Agreement entered into as of December 16, 2013, as amended by the July 2017, October 2017, January 2019, and January 2020 Amendments (collectively, the "License A

March 22, 2022 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2022 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Commi

March 10, 2022 EX-99.1

Histogen Reports Fourth Quarter and Year-End 2021 Financial Results and Provides Business Update Phase 1/2 Study of HST 003 for Cartilage Regeneration in the Knee Ongoing with Top-Line Data Anticipated in the First Half of 2023

Exhibit 99.1 CONTACT: Susan A. Knudson Executive Vice President & CFO Histogen Inc. [email protected] Histogen Reports Fourth Quarter and Year-End 2021 Financial Results and Provides Business Update Phase 1/2 Study of HST 003 for Cartilage Regeneration in the Knee Ongoing with Top-Line Data Anticipated in the First Half of 2023 SAN DIEGO, March 10, 2022 ? Histogen Inc. (NASDAQ: HSTO), a clinical-sta

March 10, 2022 EX-21

List of Subsidiaries.

Exhibit 21.1 SUBSIDIARIES OF HISTOGEN INC. 1. Histogen Therapeutics, Inc., formerly Histogen Inc., incorporated in Delaware on June 25, 2007. 2. Centro de Investigaci?n de Medicina Regenerativa, S.A. de C.V., incorporated in Mexico on October 9, 2014.

March 10, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2022 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Commi

March 10, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-36003 Histogen Inc. (

March 10, 2022 EX-4.12

Description of Securities.

Exhibit 4.12 DESCRIPTION OF HISTOGEN INC.?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary sets forth certain material terms and provisions of Histogen Inc.?s (the ?Company?) securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). This description also summarizes relevant pro

February 22, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2022 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Co

February 15, 2022 SC 13G

CNAT / Conatus Pharmaceuticals Inc. / ARMISTICE CAPITAL, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 15, 2022 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the shares of Common Stock, $0.0001 par value, of Histogen Inc. This Joint Filing Agreement shall be filed a

February 15, 2022 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2022 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Co

February 11, 2022 SC 13G/A

CNAT / Conatus Pharmaceuticals Inc. / INTRACOASTAL CAPITAL, LLC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea155266-13ga1intrahistogen.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Histogen Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 43358Y103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Fi

January 6, 2022 424B3

HISTOGEN INC. 16,882,359 Shares of Common Stock

Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-261839 PROSPECTUS HISTOGEN INC. 16,882,359 Shares of Common Stock Pursuant to this prospectus, the selling stockholders identified herein (the ?Selling Stockholders?) are offering on a resale basis an aggregate of 16,882,359 shares of common stock, par value $0.0001 per share (the ?Common Stock), of Histogen Inc. (?Histogen,?

January 4, 2022 CORRESP

January 4, 2022

January 4, 2022 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549-4561 Attn: Michael Davis Laura Crotty Re: Histogen, Inc.

December 22, 2021 S-3

As filed with the Securities and Exchange Commission on December 22, 2021

S-3 1 d274997ds3.htm S-3 Table of Contents As filed with the Securities and Exchange Commission on December 22, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 20-3183915 (State or other jurisdiction of inc

December 16, 2021 EX-4.2

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2021).

EX-4.2 3 d133087dex42.htm EX-4.2 Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT

December 16, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2021 HISTOGEN INC. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or Other Jurisdiction of Incorporation) (Commission File Nu

December 16, 2021 EX-4.1

Form of Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2021).

EX-4.1 2 d133087dex41.htm EX-4.1 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT

December 16, 2021 EX-10.1

Form of Securities Purchase Agreement

EX-10.1 4 d133087dex101.htm EX-10.1 EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 15, 2021, between Histogen Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subjec

December 16, 2021 EX-10.2

Form of Registration Rights Agreement.

EX-10.2 5 d133087dex102.htm EX-10.2 Exhibit 10.2 EXHIBIT A REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 15, 2021, by and between Histogen Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreem

December 16, 2021 EX-99.1

Histogen Announces $3.5 Million Private Placement

Exhibit 99.1 Histogen Announces $3.5 Million Private Placement SAN DIEGO, December 16, 2021 ? Histogen Inc. (NASDAQ: HSTO), a clinical-stage company focused on developing potential first-in-class restorative therapeutics that ignite the body?s natural process to repair and maintain healthy biological function, announced today that it has entered into securities purchase agreements with certain ins

November 10, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2021 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Co

November 10, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36003 Histogen Inc. (Exact name of registrant as specifie

November 10, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2021 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Com

November 10, 2021 EX-99.1

Histogen Reports Third Quarter 2021 Earnings and Provides Business Update Phase 1/2 Study of HST 003 for Cartilage Regeneration in the Knee On- Going with Top-Line Data Expected in the Second Half of 2022 IND Filing for HST 004 for Spinal Disc Repair

EX-99.1 2 hsto-ex9916.htm EX-99.1 Exhibit 99.1 CONTACT: Susan A. Knudson Executive Vice President & CFO Histogen Inc. [email protected] Histogen Reports Third Quarter 2021 Earnings and Provides Business Update Phase 1/2 Study of HST 003 for Cartilage Regeneration in the Knee On- Going with Top-Line Data Expected in the Second Half of 2022 IND Filing for HST 004 for Spinal Disc Repair Anticipated in

November 8, 2021 EX-99.1

Histogen Announces CEO Transition

Exhibit 99.1 Histogen Announces CEO Transition November 8, 2021 San Diego Calif., Nov. 8, 2021 (GLOBE NEWSWIRE) ? Histogen Inc. (NASDAQ: HSTO), a clinical-stage therapeutics company focused on developing potential first-in-class restorative therapeutics that ignite the body?s natural process to repair and maintain healthy biological function, today announced that that Steven J. Mento, Ph.D., a cur

November 8, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2021 HISTOGEN INC. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or Other Jurisdiction of Incorporation) (Commission File Num

November 8, 2021 EX-10.1

Executive Agreement, dated November 5, 2021, by and between the Company and Steven J. Mento, Ph.D.

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into as of November 5, 2021 by and between Histogen Inc., a Delaware corporation (?Employer?), and Steven J. Mento, Ph.D. (?Executive?). RECITALS WHEREAS, Employer desires to employ Executive as Executive Chairman and Interim Chief Executive Officer and President of Employer on the terms an

August 20, 2021 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2021 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Comm

August 11, 2021 EX-99.1

Histogen Reports Second Quarter 2021 Earnings and Provides Business Update Company to Focus its Regenerative Medicine Technology Platform on Developing Orthopedic Product Candidates Initiated Phase 1/2 Study of HST 003 for Cartilage Regeneration in t

Exhibit 99.1 CONTACT: Susan A. Knudson Executive Vice President & CFO Histogen Inc. [email protected] Histogen Reports Second Quarter 2021 Earnings and Provides Business Update Company to Focus its Regenerative Medicine Technology Platform on Developing Orthopedic Product Candidates Initiated Phase 1/2 Study of HST 003 for Cartilage Regeneration in the Knee HST 004 Selected as Product Candidate for

August 11, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2021 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Comm

August 11, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36003 Histogen Inc. (Exact name of registrant as specified in

June 25, 2021 EX-10.1

First Amendment to Lease, by and between Histogen Inc. and San Diego Sycamore, LLC, dated as of June 25, 2021

Exhibit 10.1 FIRST AMENDMENT TO LEASE BETWEEN SAN DIEGO SYCAMORE, LLC AND HISTOGEN, INC. THIS FIRST AMENDMENT TO LEASE (this ?Amendment?) is made as of June 25, 2021, by and between SAN DIEGO SYCAMORE, LLC, a Delaware limited liability company (?Landlord?), and HISTOGEN INC., a Delaware corporation (?Tenant?). RECITALS A.Landlord and Tenant are parties to that certain Lease dated January 3, 2020 (

June 25, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2021 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Commis

June 16, 2021 SC 13G

CNAT / Conatus Pharmaceuticals Inc. / INTRACOASTAL CAPITAL, LLC - SCHEDULE 13G Passive Investment

SC 13G 1 ea142714-13gintrahistogen.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Histogen Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 43358Y103 (CUSIP Number) June 7, 2021 (Date of Event Which Requires Filing of this Statement) Check

June 9, 2021 EX-99.1

Histogen Announces Closing of $6.5 Million Registered Direct Offering Priced At-the-Market under Nasdaq Rules

Exhibit 99.1 CONTACT: Susan A. Knudson Executive Vice President & CFO Histogen Inc. [email protected] Histogen Announces Closing of $6.5 Million Registered Direct Offering Priced At-the-Market under Nasdaq Rules SAN DIEGO, June 9, 2021 ? Histogen Inc. (NASDAQ: HSTO), a clinical-stage therapeutics company focused on developing potential first-in-class restorative therapeutics that ignite the body?s n

June 9, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2021 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Commiss

June 8, 2021 424B5

HISTOGEN INC. 5,977,300 Shares of Common Stock

424B5 1 d192874d424b5.htm 424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-248074 PROSPECTUS SUPPLEMENT (To the Prospectus dated August 26, 2020) HISTOGEN INC. 5,977,300 Shares of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering to certain institutional and accredited investors 5,977,300 shares of common stock at a pu

June 8, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2021 HISTOGEN INC. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or Other Jurisdiction of Incorporation) (Commission File Number)

June 8, 2021 EX-4.1

Form of Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 8, 2021).

EX-4.1 2 d358413dex41.htm EX-4.1 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT

June 8, 2021 EX-99.1

Histogen Announces $6.5 Million Registered Direct Offering Priced At-the-Market under Nasdaq Rules

EX-99.1 7 d358413dex991.htm EX-99.1 Exhibit 99.1 Histogen Announces $6.5 Million Registered Direct Offering Priced At-the-Market under Nasdaq Rules SAN DIEGO, June 7, 2021— Histogen Inc. (Nasdaq: HSTO), a clinical-stage therapeutics company focused on developing potential first-in-class restorative therapeutics that ignite the body’s natural process to repair and maintain healthy biological functi

June 8, 2021 EX-4.2

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 8, 2021).

EX-4.2 3 d358413dex42.htm EX-4.2 Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT

June 8, 2021 EX-10.1

Form of Securities Purchase Agreement

EX-10.1 5 d358413dex101.htm EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 7, 2021, between Histogen Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to

June 8, 2021 EX-10.3

Amendment to Engagement Letter between Histogen Inc. and H.C. Wainwright & Co., LLC, dated as of June 6, 2021

EX-10.3 6 d358413dex103.htm EX-10.3 Exhibit 10.3 June 07, 2021 STRICTLY CONFIDENTIAL Histogen Inc. 10655 Sorrento Valley Road, Suite 200 San Diego, CA 92121 Attn: Richard W. Pascoe, Chief Executive Officer Dear Mr. Pascoe: Reference is hereby made to that certain engagement letter, dated as of December 28, 2020 (the “Engagement Letter”), by and between Histogen Inc. (the “Company”) and H.C. Wainwr

June 3, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2021 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Commiss

June 3, 2021 EX-99.1

Histogen Provides Update on its Development Programs and Pipeline Focus Company to Focus its Regenerative Medicine Technology Platform on Developing Orthopedic Product Candidates HST 003 Trial for Cartilage Regeneration in the Knee Remains On-Track w

EX-99.1 2 hsto-ex9916.htm EX-99.1 Exhibit 99.1 CONTACT: Susan A. Knudson Executive Vice President & CFO Histogen Inc. [email protected] Histogen Provides Update on its Development Programs and Pipeline Focus Company to Focus its Regenerative Medicine Technology Platform on Developing Orthopedic Product Candidates HST 003 Trial for Cartilage Regeneration in the Knee Remains On-Track with an Anticipat

May 27, 2021 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2021 Histogen Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2021 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Commiss

May 27, 2021 EX-10.1

Confidential Severance Agreement and General Release, by and between the Company and Gail K. Naughton, Ph.D., dated May 26, 2021

EX-10.1 2 hsto-ex10132.htm EX-10.1 Exhibit 10.1 CONFIDENTIAL SEVERANCE AGREEMENT AND GENERAL RELEASE This Confidential Severance Agreement and General Release (the “Agreement”), dated May 26, 2021, is entered into by and between Gail K. Naughton (“Employee”) and Histogen Inc., a Delaware corporation (the “Company”) (each a “Party” and collectively the “Parties”). WHEREAS, the Employee has been emp

May 27, 2021 EX-10.2

Consulting Agreement, by and between the Company and Gail K. Naughton, Ph.D., effective as of June 1, 2021

EX-10.2 3 hsto-ex10234.htm EX-10.2 Exhibit 10.2 CONSULTING AGREEMENT This Agreement is made and entered into as of June 1, 2021 (“Effective Date”) by and between Histogen Inc. (“Company”), having a principal place of business at 10655 Sorrento Valley Road, Suite 200, San Diego, CA 92121 and Gail K. Naughton, Ph.D. (“Consultant”) having a principal place of business at . 1.Engagement of Services. C

May 13, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 hsto-defa14a20210526.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only

May 13, 2021 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2021 Histogen Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2021 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Commiss

May 13, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36003 Histogen Inc. (Exact name of registrant as specified in

May 13, 2021 EX-99.1

Histogen Reports First Quarter 2021 Earnings and Provides Business Update Strengthened Balance Sheet with $20.8 Million of Gross Proceeds from Financing and Warrant Exercises Initiated Phase 1 Study of Emricasan in Symptomatic COVID-19 Patients with

EX-99.1 2 hsto-ex9916.htm EX-99.1 Exhibit 99.1 CONTACT: Susan A. Knudson Executive Vice President & CFO Histogen Inc. [email protected] Histogen Reports First Quarter 2021 Earnings and Provides Business Update Strengthened Balance Sheet with $20.8 Million of Gross Proceeds from Financing and Warrant Exercises Initiated Phase 1 Study of Emricasan in Symptomatic COVID-19 Patients with Top-Line Data An

May 10, 2021 DEFA14A

- DEFA14A

DEFA14A 1 hsto-defa14a20210526.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only

May 4, 2021 DEFA14A

- DEFA14A 5-4-21

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

April 30, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

April 15, 2021 DEFA14A

- DEFA14A

DEFA14A 1 hsto-defa14a20210526.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only

April 15, 2021 DEF 14A

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

March 25, 2021 EX-99.1

Histogen Appoints Rochelle Fuhrmann to Board of Directors

EX-99.1 2 hsto-ex9916.htm EX-99.1 Exhibit 99.1 CONTACT: Susan A. Knudson Executive Vice President & CFO Histogen Inc. [email protected] Histogen Appoints Rochelle Fuhrmann to Board of Directors SAN DIEGO, March 25, 2021 – Histogen Inc. (NASDAQ: HSTO), a clinical-stage therapeutics company focused on developing potential first-in-class restorative therapeutics that ignite the body’s natural process t

March 25, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 hsto-8k20210324.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2021 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorpo

March 11, 2021 EX-99.1

Histogen Reports Fourth Quarter and Year-End 2020 Financial Results and Provides Business Update Strengthened Balance Sheet with $25.3 Million of Gross Proceeds from Financings and Warrant Exercises Initiation of Phase 1 Study of Emricasan in Symptom

Exhibit 99.1 CONTACT: Susan A. Knudson Executive Vice President & CFO Histogen Inc. [email protected] Histogen Reports Fourth Quarter and Year-End 2020 Financial Results and Provides Business Update Strengthened Balance Sheet with $25.3 Million of Gross Proceeds from Financings and Warrant Exercises Initiation of Phase 1 Study of Emricasan in Symptomatic COVID-19 Patients Anticipated in the First Qu

March 11, 2021 EX-21..1

List of Subsidiaries.

EX-21..1 2 hsto-ex211114.htm EX-21..1 Exhibit 21.1 SUBSIDIARIES OF HISTOGEN INC. 1. Histogen Therapeutics, Inc., formerly Histogen Inc., incorporated in Delaware on June 25, 2007. 2. Centro de Investigación de Medicina Regenerativa, S.A. de C.V., incorporated in Mexico on October 9, 2014.

March 11, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 hsto-8k20210311.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2021 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorpo

March 11, 2021 10-K

Annual Report - 10-K

10-K 1 hsto-10k20201231.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File

March 10, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 hsto-8k20210310.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2021 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorpo

March 10, 2021 EX-99.1

Histogen Strengthens Board of Directors with Appointment of Industry Leader Susan Windham-Bannister, Ph.D.

Exhibit 99.1 CONTACT: Susan A. Knudson Executive Vice President & CFO Histogen Inc. [email protected] Histogen Strengthens Board of Directors with Appointment of Industry Leader Susan Windham-Bannister, Ph.D. SAN DIEGO, March 10, 2021 – Histogen Inc. (NASDAQ: HSTO), a clinical-stage therapeutics company focused on developing potential first-in-class restorative therapeutics that ignite the body’s na

January 19, 2021 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d113639d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2021 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporat

January 19, 2021 EX-99.1

Histogen Reports FDA Clinical Hold for Planned Phase 1/2 Trial of HST-003 for Knee Cartilage Regeneration

EX-99.1 Exhibit 99.1 CONTACT: Susan A. Knudson Executive Vice President & CFO Histogen Inc. [email protected] Histogen Reports FDA Clinical Hold for Planned Phase 1/2 Trial of HST-003 for Knee Cartilage Regeneration SAN DIEGO, January 19, 2021 – Histogen Inc. (NASDAQ: HSTO), a clinical-stage therapeutics company focused on developing potential first-in-class restorative therapeutics that ignite the

January 8, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Histogen Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) (

SC 13G 1 ea132956-sc13gintrahistogen.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Histogen Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 43358Y103 (CUSIP Number) December 30, 2020 (Date of Event Which Requires Filing of this Statement

January 5, 2021 EX-99.1

Histogen Announces Pricing of $14.0 Million Upsized Public Offering

EX-99.1 Exhibit 99.1 Histogen Announces Pricing of $14.0 Million Upsized Public Offering SAN DIEGO, December 30, 2020 — Histogen Inc. (Nasdaq: HSTO), a clinical-stage therapeutics company focused on developing potential first-in-class therapeutics that ignite the body’s natural process to repair and maintain healthy biological function, today announced that it has it has priced a public offering o

January 5, 2021 EX-99.2

Histogen Announces Closing of $14.0 Million Upsized Public Offering

EX-99.2 Exhibit 99.2 Histogen Announces Closing of $14.0 Million Upsized Public Offering SAN DIEGO, January 5, 2021 — Histogen Inc. (Nasdaq: HSTO), a clinical-stage therapeutics company focused on developing potential first-in-class therapeutics that ignite the body’s natural process to repair and maintain healthy biological function, today announced that it has closed its previously announced pub

January 5, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2020 HISTOGEN INC. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or Other Jurisdiction of Incorporation) (Commission Fil

January 4, 2021 424B4

Pre-Funded Warrants to Purchase up to 2,400,000 Shares of Common Stock Common Warrants to Purchase 14,000,000 Shares of Common Stock Placement Agent Warrants to Purchase 700,000 Shares of Common Stock

424B4 1 d67675d424b4.htm 424B4 Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-251491 Prospectus 11,600,000 Shares of Common Stock Pre-Funded Warrants to Purchase up to 2,400,000 Shares of Common Stock Common Warrants to Purchase 14,000,000 Shares of Common Stock Placement Agent Warrants to Purchase 700,000 Shares of Common Stock We are offering in a best-efforts offering 1

December 30, 2020 S-1MEF

- S-1MEF

S-1MEF As filed with the Securities and Exchange Commission on December 30, 2020 Registration No.

December 29, 2020 EX-4.6

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-1/A (File No. 333-251491) filed with the Securities and Exchange Commission on December 29, 2020).

EX-4.6 Exhibit 4.6 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT HISTOGEN INC. Warrant Shares: Issue Date:, 2021 Initial Exercise Date: , 2021 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time

December 29, 2020 EX-10.33

Engagement Letter between Histogen Inc. and H.C. Wainwright & Co., LLC, dated as of December 28, 2020 (incorporated by reference to Exhibit 10.33 to the Company’s Registration Statement on Form S-1/A (Registration No. 333-251491) filed with the Securities and Exchange Commission on December 29, 2020).

Exhibit 10.33 Execution Version December 28, 2020 STRICTLY CONFIDENTIAL Histogen Inc. 10655 Sorrento Valley Road, Suite 200 San Diego, CA 92121 Attn: Richard W. Pascoe, Chief Executive Officer Dear Mr. Pascoe: This letter agreement (this “Agreement”) constitutes the agreement between Histogen Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), that Wainwright shall serve as the exc

December 29, 2020 EX-4.5

Form of Common Warrant (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-1/A (File No. 333-251491) filed with the Securities and Exchange Commission on December 29, 2020).

EX-4.5 2 d67675dex45.htm EX-4.5 Exhibit 4.5 COMMON STOCK PURCHASE WARRANT HISTOGEN INC. Warrant Shares: Issue Date:, 2021 Initial Exercise Date: , 2021 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or

December 29, 2020 CORRESP

December 29, 2020

CORRESP 1 filename1.htm December 29, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E., Mail Stop 3030 Washington, D.C. 20549 Attention: Jason L. Drory Re: Histogen Inc. Registration Statement on Form S-1 File No. 333-251491 Acceleration Request Requested Date: Wednesday, December 30, 2020 Requested Time: 5:15 P.M. Eastern Standard Tim

December 29, 2020 EX-10.32

Form of Securities Purchase Agreement.

EX-10.32 6 d67675dex1032.htm EX-10.32 Exhibit 10.32 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December , 2020, between Histogen Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subje

December 29, 2020 S-1/A

- S-1/A

S-1/A Table of Contents As filed with the Securities and Exchange Commission on December 29, 2020 Registration No.

December 29, 2020 FWP

Restoring Function Enhancing Lives December 2020 Issuer Free Writing Prospectus dated December 29, 2020 Filed pursuant to Rule 433 under the Securities Act of 1933 Relating to the Preliminary Prospectus dated December 29, 2020 Registration Statement

FWP 1 d25466dfwp.htm FWP Restoring Function Enhancing Lives December 2020 Issuer Free Writing Prospectus dated December 29, 2020 Filed pursuant to Rule 433 under the Securities Act of 1933 Relating to the Preliminary Prospectus dated December 29, 2020 Registration Statement No. 333-251491 Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section

December 29, 2020 EX-4.7

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-1/A (File No. 333-251491) filed with the Securities and Exchange Commission on December 29, 2020).

Exhibit 4.7 PRE-FUNDED COMMON STOCK PURCHASE WARRANT HISTOGEN INC. Warrant Shares: Issue Date:, 2021 Initial Exercise Date: , 2021 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the

December 18, 2020 S-1

Power of Attorney (Included in the signature page hereto)

S-1 Table of Contents As filed with the Securities and Exchange Commission on December 18, 2020 Registration No.

December 17, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2020 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation) (Commission Fil

December 17, 2020 EX-99.2

Histogen Announces Filing an Investigational New Drug Application for HST-003 Phase 1/2 Trial Initiation for Knee Cartilage Regeneration Anticipated in First Quarter 2021 $2M Grant Awarded by the Department of Defense in September 2020 to Support Cli

EX-99.2 Exhibit 99.2 CONTACT: Susan A. Knudson Executive Vice President & CFO Histogen, Inc. [email protected] Histogen Announces Filing an Investigational New Drug Application for HST-003 Phase 1/2 Trial Initiation for Knee Cartilage Regeneration Anticipated in First Quarter 2021 $2M Grant Awarded by the Department of Defense in September 2020 to Support Clinical Development SAN DIEGO, December 17,

December 17, 2020 EX-99.1

Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be c

EX-99.1 2 d67504dex991.htm EX-99.1 Restoring Function Enhancing Lives December 17, 2020 Exhibit 99.1 Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provisions of the Priva

December 1, 2020 8-K

Financial Statements and Exhibits, Other Events - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2020 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation) (Commission File

December 1, 2020 EX-99.1

Histogen Announces Preliminary Week 18 HST-001 Study Results for the Treatment of Androgenic Alopecia in Men HST-001 Demonstrated Separation from Placebo at Week 18 Primary Efficacy Endpoint Assessment HST-001 Found to be Safe and Well Tolerated with

EX-99.1 2 d69769dex991.htm EX-99.1 Exhibit 99.1 Histogen Announces Preliminary Week 18 HST-001 Study Results for the Treatment of Androgenic Alopecia in Men HST-001 Demonstrated Separation from Placebo at Week 18 Primary Efficacy Endpoint Assessment HST-001 Found to be Safe and Well Tolerated with No Serious Adverse Events Week 26 Final Study Results for HST-001 Expected in Early First Quarter of

November 16, 2020 EX-99.1

Histogen Announces Closing of $4.5 Million Registered Direct Offering Priced At-the-Market under Nasdaq Rules

Exhibit 99.1 Histogen Announces Closing of $4.5 Million Registered Direct Offering Priced At-the-Market under Nasdaq Rules SAN DIEGO, November 16, 2020 ? Histogen Inc. (Nasdaq: HSTO), a clinical-stage therapeutics company focused on developing potential first-in-class therapeutics that ignite the body?s natural process to repair and maintain healthy biological function, today announced the closing

November 16, 2020 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2020 HISTOGEN INC. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or Other Jurisdiction of Incorporation) (Commission File Nu

November 12, 2020 424B5

HISTOGEN INC. 2,522,784 Shares of Common Stock

424B5 1 d32398d424b5.htm 424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-248074 PROSPECTUS SUPPLEMENT (To the Prospectus dated August 26, 2020) HISTOGEN INC. 2,522,784 Shares of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering to certain institutional and accredited investors 2,522,784 shares of common stock at a pur

November 12, 2020 EX-4.1

Form of Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2020.)

EX-4.1 2 d36524dex41.htm EX-4.1 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT

November 12, 2020 EX-10.1

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2020.)

EX-10.1 5 d36524dex101.htm EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 11, 2020, between Histogen Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject

November 12, 2020 EX-99.1

Histogen Announces $4.5 Million Registered Direct Offering Priced At-the-Market under Nasdaq Rules

EX-99.1 Exhibit 99.1 Histogen Announces $4.5 Million Registered Direct Offering Priced At-the-Market under Nasdaq Rules SAN DIEGO, November 12, 2020 — Histogen Inc. (Nasdaq: HSTO), a clinical-stage therapeutics company focused on developing potential first-in-class therapeutics that ignite the body’s natural process to repair and maintain healthy biological function, today announced that it has en

November 12, 2020 EX-10.2

Engagement Letter between Histogen Inc. and H.C. Wainwright & Co., LLC, dated as of November 10, 2020 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2020.)

EX-10.2 6 d36524dex102.htm EX-10.2 Exhibit 10.2 Execution Version November 10, 2020 STRICTLY CONFIDENTIAL Histogen Inc. 10655 Sorrento Valley Road, Suite 200 San Diego, CA 92121 Attn: Richard W. Pascoe, Chief Executive Officer Dear Mr. Pascoe: This letter agreement (this “Agreement”) constitutes the agreement between Histogen Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), that

November 12, 2020 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2020 HISTOGEN INC. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or Other Jurisdiction of Incorporation) (Commission Fil

November 12, 2020 EX-4.2

Form of placement agent’s warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2020.)

EX-4.2 3 d36524dex42.htm EX-4.2 Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT

November 10, 2020 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2020 Histogen Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2020 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation or organization) (Co

November 10, 2020 EX-99.1

Histogen Reports Third Quarter 2020 Earnings and Provides Business Update Topline Data for HST-001 Phase 1b/2a Trial for Androgenic Alopecia in Men on Track for 4Q20 Received $2M Grant Award from the Department of Defense for Clinical Advancement of

Exhibit 99.1 CONTACT: Susan A. Knudson Executive Vice President & CFO Histogen Inc. [email protected] Histogen Reports Third Quarter 2020 Earnings and Provides Business Update Topline Data for HST-001 Phase 1b/2a Trial for Androgenic Alopecia in Men on Track for 4Q20 Received $2M Grant Award from the Department of Defense for Clinical Advancement of HST-003 for Cartilage Regeneration in the Knee App

November 10, 2020 10-Q

September 30, 2020

10-Q 1 hsto-10q20200930.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36003 Histogen Inc. (Exa

October 27, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2020 HISTOGEN INC. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or Other Jurisdiction of Incorporation) (Commission File

October 27, 2020 EX-10.1

Collaborative Development and Commercialization Agreement, by and between the Company and Amerimmune LLC, dated October 26, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 26, 2020).

EX-10.1 2 d92015dex101.htm EX-10.1 Exhibit 10.1 COLLABORATIVE DEVELOPMENT AND COMMERCIALIZATION AGREEMENT between AMERIMMUNE LLC and HISTOGEN, INC. Dated as of 26 October 2020 COLLABORATIVE DEVELOPMENT AND COMMERCIALIZATION AGREEMENT This Collaborative Development and Commercialization Agreement (the “Agreement”) is entered into as of 26 October 2020 (the “Effective Date”) by and between Amerimmun

October 27, 2020 EX-99.1

Histogen and Amerimmune Enter into a Collaborative Development and Commercialization Agreement for Emricasan in the Treatment of COVID-19 Histogen Receives IND Approval from FDA to Initiate a Phase 1 Study of Emricasan in Mild-COVID-19 Patients to As

EX-99.1 Exhibit 99.1 CONTACT: Susan A. Knudson Executive Vice President & CFO Histogen Inc. [email protected] Histogen and Amerimmune Enter into a Collaborative Development and Commercialization Agreement for Emricasan in the Treatment of COVID-19 Histogen Receives IND Approval from FDA to Initiate a Phase 1 Study of Emricasan in Mild-COVID-19 Patients to Assess Safety and Tolerability Amerimmune to

September 29, 2020 EX-99.1

Histogen Announces Update for its HST-002 Dermal Filler Program HST-002 Designated as Drug-Biologic-Device Combination Product HST-001 1b/2a Trial for Androgenic Alopecia in Men on Track for Top Line Data Results in 4Q20 HST-003 IND Submission for Re

EX-99.1 2 d51132dex991.htm EX-99.1 Exhibit 99.1 CONTACT: Susan A. Knudson Executive Vice President & CFO Histogen Inc. [email protected] Histogen Announces Update for its HST-002 Dermal Filler Program HST-002 Designated as Drug-Biologic-Device Combination Product HST-001 1b/2a Trial for Androgenic Alopecia in Men on Track for Top Line Data Results in 4Q20 HST-003 IND Submission for Regeneration of C

September 29, 2020 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d51132d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2020 HISTOGEN INC. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or Other Jurisdiction of Inco

August 27, 2020 8-K

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2020 HISTOGEN INC. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or Other Jurisdiction of Incorporation) (Commission File

August 27, 2020 424B5

HISTOGEN INC. Up to $10,000,000 of Shares of Common stock and 66,964 Shares of Common stock

424B5 Table of Contents Filed pursuant to Rule 424(B)(5) Registration No. 333-248074 PROSPECTUS SUPPLEMENT (To the Prospectus dated August 26, 2020) HISTOGEN INC. Up to $10,000,000 of Shares of Common stock and 66,964 Shares of Common stock This prospectus supplement relates to the issuance and sale of up to $10,000,000 of shares of our common stock, or Purchase Shares, that we may sell to Lincoln

August 24, 2020 CORRESP

-

CORRESP August 24, 2020 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549-4561 Attn: Jason L.

August 17, 2020 S-3

- FORM S-3

S-3 1 d937851ds3.htm FORM S-3 Table of Contents As filed with the Securities and Exchange Commission on August 17, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 20-3183915 (State or other jurisdiction of

August 17, 2020 EX-4.5

Form of Senior Indenture.

EX-4.5 2 d937851dex45.htm EX-4.5 Exhibit 4.5 HISTOGEN INC. ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SENIOR DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions of Terms 1 ARTICLE II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 3 Section 2.1 Designation and Terms of Securities 3 Section 2.2 Form of Securities and Tru

August 17, 2020 EX-4.6

Form of Subordinated Indenture.

EX-4.6 Exhibit 4.6 HISTOGEN INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 3 Section 2.01 Designation and Terms of Securities 3 Section 2.02 Form of Securities and Trustee’s Certificat

August 13, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36003 Histogen Inc. (Exact name of registrant as specified in

August 13, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 hsto-8k20200813.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2020 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorp

August 13, 2020 EX-99.1

Histogen Reports Second Quarter 2020 Earnings and Provides Business Update Completed Enrollment for HST-001 Phase 1a/2b Trial for Androgenic Alopecia in Men with Topline Data Expected 4Q20 Filed IDE for HST-002 for Treatment of Moderate to Severe Nas

EX-99.1 2 hsto-ex9916.htm EX-99.1 Exhibit 99.1 CONTACT: Susan A. Knudson Executive Vice President & CFO Histogen Inc. [email protected] Histogen Reports Second Quarter 2020 Earnings and Provides Business Update Completed Enrollment for HST-001 Phase 1a/2b Trial for Androgenic Alopecia in Men with Topline Data Expected 4Q20 Filed IDE for HST-002 for Treatment of Moderate to Severe Nasolabial Folds Ap

August 13, 2020 EX-4.1

Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2020).

Exhibit 4.1 DELAWARE SEAL HISTOGEN INC. CORPORATE July 13, 2005 HG FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.0001 PAR VALUE PER SHARE, OF Histogen Inc. transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the

August 10, 2020 EX-99.1

Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be c

EX-99.1 2 d41143dex991.htm EX-99.1 Restoring Function Enhancing Lives August 7, 2020 Exhibit 99.1 Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provisions of the Private

August 10, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2020 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation) (Commission File N

July 20, 2020 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2020 HISTOGEN INC. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or Other Jurisdiction of Incorporation) (Commission File Nu

July 20, 2020 EX-99.1

Histogen Inc. Announces Common Stock Purchase Agreement for up to

EX-99.1 6 d51427dex991.htm EX-99.1 Exhibit 99.1 Histogen Inc. Announces Common Stock Purchase Agreement for up to $10 Million with Lincoln Park Capital Fund, LLC Includes an Initial Investment of $1 Million SAN DIEGO, July 20, 2020 (GLOBE NEWSWIRE) — Histogen Inc. (“Histogen” or the “Company”) (NASDAQ: HSTO), a regenerative medicine company with a novel biological platform that replaces and regene

July 20, 2020 EX-10.1

Purchase Agreement, by and between the Company and Lincoln Park, dated July 20, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 2020).

EX-10.1 3 d51427dex101.htm EX-10.1 Exhibit 10.1 PURCHASE AGREEMENT PURCHASE AGREEMENT (the “Agreement”), dated as of July 20, 2020, by and between HISTOGEN INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). WHEREAS: Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to th

July 20, 2020 424B5

HISTOGEN INC. Up to $10,000,000 of Shares of Common stock and 66,964 Shares of Common stock

424B5 Table of Contents Filed pursuant to Rule 424(B)(5) Registration No. 333-220014 PROSPECTUS SUPPLEMENT (To the Prospectus dated November 9, 2017) HISTOGEN INC. Up to $10,000,000 of Shares of Common stock and 66,964 Shares of Common stock This prospectus supplement relates to the issuance and sale of up to $10,000,000 of shares of our common stock, or Purchase Shares, that we may sell to Lincol

July 20, 2020 EX-10.2

Registration Rights Agreement, by and between the Company and Lincoln Park, dated July 20, 2020 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 2020).

EX-10.2 4 d51427dex102.htm EX-10.2 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 20, 2020, is entered into by and between HISTOGEN INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used he

June 26, 2020 8-K/A

Financial Statements and Exhibits

8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2020 HISTOGEN INC. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or Other Jurisdiction of Incorporation

June 26, 2020 EX-99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.2 Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Merger On May 26, 2020, Conatus Pharmaceuticals, Inc. (the “Company” or “Conatus”) completed its business combination with the Delaware corporation that was previously known as “Histogen, Inc.” in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of January 28, 2020 (the “Merg

June 26, 2020 EX-99.1

HISTOGEN INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) March 31, 2020 December 31, 2019 Assets Current assets: Cash and cash equivalents $ 507 $ 2,065 Restricted cash 10 10 Accounts rec

EX-99.1 Exhibit 99.1 HISTOGEN INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) (Unaudited) March 31, 2020 December 31, 2019 Assets Current assets: Cash and cash equivalents $ 507 $ 2,065 Restricted cash 10 10 Accounts receivable, net 122 110 Inventories 222 106 Prepaid and other current assets 80 167 Total current assets 941 2,458 Restr

June 26, 2020 S-8

- S-8

S-8 1 d32145ds8.htm S-8 As filed with the Securities and Exchange Commission on June 26, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Histogen Inc. (Exact name of Registrant as specified in its charter) Delaware 20-3183915 (State or other jurisdiction of incorporation or organizat

June 5, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d938089d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2020 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation)

June 5, 2020 EX-99.1

Cautionary Note Regarding Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended

EX-99.1 Redefining Regenerative Medicine 2020 BIO DIGITAL INTERNATIONAL CONFERENCE June 8-11, 2020 Exhibit 99.1 Cautionary Note Regarding Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by th

June 1, 2020 EX-16.1

Letter from Ernst & Young LLP, dated May 29, 2020.

EX-16.1 Exhibit 16.1 May 29, 2020 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated May 26, 2020, of Histogen Inc. (formerly Conatus Pharmaceuticals Inc.) and are in agreement with the statements contained in the third, fourth, and fifth paragraphs on page two therein. We have no basis to agree or disagree with

June 1, 2020 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 1 d830291d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2020 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation)

May 28, 2020 EX-10.1

Employment Agreement between the Company and Susan A. Knudson, dated May 27, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 2020).

EX-10.1 Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of May 27, 2020 (the “Effective Date”), by and between Histogen Inc., a Delaware corporation (“Employer”), and Susan A. Knudson (“Employee”). RECITALS WHEREAS, Employer desires to employ Employee as Executive Vice President and Chief Financial Officer of Employer on the term

May 28, 2020 EX-99.1

Histogen Appoints Susan A. Knudson as Chief Financial Officer

EX-99.1 4 d929666dex991.htm EX-99.1 Exhibit 99.1 CONTACT: Eileen Brandt Histogen Inc. (858) 526-3106 [email protected] Histogen Appoints Susan A. Knudson as Chief Financial Officer SAN DIEGO, May 28, 2020 – Histogen Inc. (NASDAQ: HSTO), a regenerative medicine company with a novel biological platform that replaces and regenerates tissues in the body, announced today the appointment of Susan A.

May 28, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K 1 d929666d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2020 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation)

May 28, 2020 EX-10.2

Form of Stock Option Grant Notice and Option Agreement (2020 Incentive Award Plan) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 2020).

EX-10.2 Exhibit 10.2 HISTOGEN INC. STOCK OPTION GRANT NOTICE AND OPTION AGREEMENT (2020 Incentive Award Plan) As a key leader in our business, you are in a position to have significant influence on the performance and success of Histogen Inc. (the “Company”). I am pleased to inform you that, in recognition of the role you play in our collective success, you have been granted an option to purchase

May 27, 2020 EX-3.1

Certificate of Amendment (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 27, 2020).

EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CONATUS PHARMACEUTICALS INC. Conatus Pharmaceuticals Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), hereby certifies as follows: A. The name of the Corporation is Conatus Pharmac

May 27, 2020 EX-3.2

Certificate of Amendment (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 27, 2020).

EX-3.2 Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CONATUS PHARMACEUTICALS INC., a Delaware corporation Conatus Pharmaceuticals Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:: 1. The name of the Corporation is Co

May 27, 2020 EX-99.1

Histogen Announces Successful Completion of its Merger with Conatus Pharmaceuticals

EX-99.1 Exhibit 99.1 CONTACT: Eileen Brandt Histogen Inc. (858) 526-3106 [email protected] Histogen Announces Successful Completion of its Merger with Conatus Pharmaceuticals SAN DIEGO, May 27, 2020 – Histogen Inc. (NASDAQ: HSTO), a regenerative medicine company with a novel biological platform that replaces and regenerates tissues in the body , announced today the completion of its previously

May 27, 2020 EX-3.3

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 27, 2020).

EX-3.3 Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF HISTOGEN INC. ARTICLE I - CORPORATE OFFICES 1.1 REGISTERED OFFICE. The registered office of Histogen Inc. (the “Corporation”) shall be fixed in the Corporation’s certificate of incorporation, as the same may be amended from time to time (the “certificate of incorporation”). 1.2 OTHER OFFICES. The Corporation’s board of directors (the “Board”) may a

May 27, 2020 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 d925005d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2020 Histogen Inc. (Exact name of registrant as specified in its charter) Delaware 001-36003 20-3183915 (State or other jurisdiction of incorporation)

May 27, 2020 EX-10.1

2020 Incentive Award Plan, effective May 26, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 27, 2020).

EX-10.1 Exhibit 10.1 HISTOGEN INC. 2020 INCENTIVE AWARD PLAN ARTICLE 1 PURPOSE 1.1 The purpose of the Histogen Inc. 2020 Incentive Award Plan, as amended in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger and Reorganization, dated as of January 28, 2020 (the “Merger Agreement”), by and among Conatus Pharmaceuticals Inc (renamed Histoge

May 21, 2020 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 d932971d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2020 CONATUS PHARMACEUTICALS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36003 20-3183915 (State or Other Jurisdiction of I

May 18, 2020 425

Merger Prospectus - 425

425 1 d904066d425.htm 425 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. (858) 376-2600 [email protected] Leading Independent Proxy Advisory

May 14, 2020 425

Merger Prospectus - 425

425 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.

May 11, 2020 425

Merger Prospectus - 425

425 1 d876783d425.htm 425 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. (858) 376-2600 [email protected] CONTACT: Eileen Brandt Histogen I

May 11, 2020 425

Merger Prospectus - 425

425 1 d927430d425.htm 425 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 URGENT – YOUR IMMEDIATE ATTENTION IS REQUESTED Dear Conatus Pharmaceuticals Shareholder, On May 7, 2020, Conatus Pharmaceu

May 7, 2020 EX-99.1

The Conatus Pharmaceuticals Special Meeting of Stockholders Seeking Approval for Proposed Merger with Histogen Inc. will Reconvene on May 21, 2020

EX-99.1 2 d842676dex991.htm EX-99.1 EXHIBIT 99.1 CONTACT: Keith Marshall Conatus Pharmaceuticals Inc. (858) 376-2600 [email protected] The Conatus Pharmaceuticals Special Meeting of Stockholders Seeking Approval for Proposed Merger with Histogen Inc. will Reconvene on May 21, 2020 SAN DIEGO – May 7, 2020 – Conatus Pharmaceuticals Inc. (Nasdaq:CNAT) today convened and adjourned its special meeti

May 7, 2020 8-K

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2020 CONATUS PHARMACEUTICALS INC.

May 7, 2020 425

Merger Prospectus - 8-K

425 1 d842676d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2020 CONATUS PHARMACEUTICALS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36003 20-3183915 (State or Other Jurisdiction of In

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