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 (“Plan
of Dissolution”) that would include the distribution of remaining
cash to stockholders following an orderly wind down of the
company’s operations, including any proceeds from the potential
sale of any pipeline assets. In order to reduce costs and in
connection with the Plan of Dissolution, the company has
discontinued all clinical development programs and reduced its
workforce, including the anticipated termination of most employees
by the end of September.
“The Board of Directors and management devoted
substantial time and effort in identifying and pursuing various
opportunities, but we were unable to complete a transaction that
would allow us the potential to enhance stockholder value,” stated
Steven J. Mento, Ph.D., President and Chief Executive Officer of
Histogen.
Evaluation of Strategic Options
As previously reported, Histogen commenced a
process to explore strategic alternatives by engaging Roth Capital
Partners, LLC, to act as a strategic advisor in the process. To
date, no viable strategic alternatives are available to the
company. However, the company continues to explore certain
strategic options that may be available for the potential sale of
any of its pipeline assets. In the event that the company is
successful in selling any assets of the company, the proceeds from
any such sale would be distributed to stockholders in accordance
with the Plan of Dissolution. The amount that would actually be
available for distribution to stockholders, if any, is dependent on
a number of factors.
Workforce Reduction Including Officers
In order to reduce costs and in connection with
the planned dissolution, Histogen has reduced its workforce,
including the termination of all employees except for two remaining
employees, effective as of September 30, 2023. This includes the
termination of employment of all officers except for Susan Knudson,
who effective as of October 1, 2023 will serve in addition to her
role as Chief Financial Officer, Secretary and principal financial
officer, as the company’s President, Chief Executive Officer and
principal executive officer. Steven J. Mento, Ph.D., the company’s
President, Chief Executive Officer and principal executive officer,
Alfred P. Spada, Ph.D., the Company’s Executive Vice President and
Chief Scientific Officer, and Joyce Reyes, the Company’s Senior
Vice President Regulatory, Quality, Clinical and Technical
Operations, were all terminated from all positions of employment
with the company, effective as of September 30, 2023. Dr.
Mento resigned as a director from the Histogen board of directors
effective as of September 18, 2023.
Board Approval of Plan of Dissolution
On September 18, 2023, Histogen’s board of
directors approved the liquidation and dissolution of the company
pursuant to the Plan of Dissolution, subject to stockholder
approval. The company intends to call a special meeting of its
stockholders in the fourth quarter of 2023 to seek approval of the
Plan of Dissolution and will file proxy materials with the
Securities and Exchange Commission (“SEC”) as soon as
practicable.
The Plan of Dissolution contemplates an orderly
wind down of Histogen’s business and operations. If Histogen’s
stockholders approve the Plan of Dissolution, Histogen intends to
file a certificate of dissolution, delist its shares of common
stock from The Nasdaq Capital Market, satisfy or resolve its
remaining liabilities and obligations, including but not limited to
contingent liabilities and claims and costs associated with the
dissolution, make reasonable provisions for unknown claims and
liabilities, attempt to convert all of its remaining assets into
cash, and make distributions to its stockholders of any remaining
cash available for distribution based upon their proportionate
ownership at the time of the filing of the certificate of
dissolution, subject to applicable legal requirements. Upon the
filing of the certificate of dissolution, Histogen intends to cease
trading in its common stock, close its stock transfer books and
discontinue recording transfers of shares of its capital stock, in
accordance with applicable law. Histogen currently expects that its
existing capital resources together with the anticipated net
proceeds from any sale of pipeline assets will enable it to meet
its remaining liabilities and obligations with sufficient reserves.
The amount actually distributable, however, may vary substantially
from any estimate provided by the company based on a number of
factors.
IMPORTANT ADDITIONAL
INFORMATION
In connection with the proposed Plan of
Dissolution, the Company intends to file with the SEC a proxy
statement and other relevant materials. BEFORE MAKING ANY VOTING
DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS THERETO,
ANY OTHER SOLICITING MATERIALS AND ANY OTHER DOCUMENTS TO BE FILED
WITH THE SEC IN CONNECTION WITH THE PLAN OF DISSOLUTION AND RELATED
MATTERS OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN IT
BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION
ABOUT HISTOGEN INC., THE PLAN OF DISSOLUTION AND RELATED MATTERS.
Shareholders may obtain a free copy of the proxy statement and the
other relevant materials (when they become available), and any
other documents filed by the Company with the SEC, at the SEC’s
website at http://www.sec.gov or on the “Investors” section of
Histogen’s website at www.histogen.com.
Participants in the
Solicitation
Histogen and its directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the Company’s stockholders in connection with the
Plan. Information about the persons who may be considered to be
participants in the solicitation of the Company’s stockholders in
connection with the Plan, and any interest they have in the Plan,
will be set forth in the definitive proxy statement when it is
filed with the SEC. These documents (when they become available)
may be obtained free of charge at the SEC’s website at www.sec.gov
or on the “Investors” section of Histogen’s website
at www.histogen.com.
Forward-Looking Statements
Statements contained in this press release
regarding matters that are not historical facts are
“forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as “may,”
“will,” “expect,” “anticipate,” “estimate,” “intend,” “poised” and
similar expressions (as well as other words or expressions
referencing future events, conditions, or circumstances) are
intended to identify forward-looking statements.
For example, all statements Histogen makes
regarding the proposed dissolution pursuant to the Plan of
Dissolution, timing of filing of the certificate of dissolution and
holding a special stockholder meeting to approve the Plan of
Dissolution, the amount and timing of liquidating distributions, if
any, in connection with the dissolution, the amount of planned
reserves, and similar statements are forward-looking. All
forward-looking statements are based on estimates and assumptions
by Histogen’s management that, although Histogen believes to be
reasonable, are inherently uncertain. All forward-looking
statements are subject to risks and uncertainties that may cause
actual results to differ materially from those that Histogen
expected. Such risks and uncertainties include, among others, the
availability, timing and amount of liquidating distributions; the
amounts that will need to be set aside by Histogen; the adequacy of
such reserves to satisfy Histogen’s obligations; potential unknown
contingencies or liabilities, including tax claims, and Histogen’s
ability to favorably resolve them or at all; the amount of proceeds
that might be realized from the sale or other disposition of any
remaining assets; the application of, and any changes in,
applicable tax laws, regulations, administrative practices,
principles and interpretations; the incurrence by Histogen of
expenses relating to the dissolution; the ability to achieve
shareholder approval of the Plan of Dissolution; the ability of the
board of directors to abandon, modify or delay implementation of
the Plan of Dissolution, even after shareholder approval; and the
uncertain macroeconomic environment. Any forward-looking statement
speaks only as of the date on which it was made. Histogen
undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by law.
CONTACT: Susan A.
KnudsonExecutive Vice President, COO & CFO Histogen Inc.
ir@histogen.com
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