Item 1.01 Entry into a Material Definitive Agreement.
The information regarding the Purchase Agreement (as defined below) set forth in
Item 8.01 of this Current Report on Form 8-K is incorporated by reference into
this Item 1.01.
Item 8.01 Other Events.
On January 5, 2021, Histogen Inc. (the "Company") completed a public offering
(the "Offering") of (i) 11,600,000 shares of its common stock, par value $0.0001
per share (the "Common Stock"), (ii) pre-funded warrants to purchase up to
2,400,000 shares of Common Stock (the "Pre-FundedWarrants"), and (iii) warrants
to purchase up to 14,000,000 shares of Common Stock (the "Common Warrants"). The
combined purchase price of one share of Common Stock and accompanying Warrant
was $1.00, and the combined purchase price of one Pre-Funded Warrant and
accompanying Common Warrant was $0.9999. A copy of the press release announcing
the pricing of the Offering is attached hereto as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated by reference herein, and a copy of the
press release announcing the completion of the Offering is attached hereto as
Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference
herein. The Offering was made under an effective registration statement on Form
S-1 (File No. 333- 251491) filed with the Securities and Exchange Commission and
declared effective on December 30, 2020, and an additional registration
statement on Form S-1 (File 333-251836) filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, that became effective automatically on
December 30, 2020.
Subject to certain ownership limitations, the Common Warrants are immediately
exercisable at an exercise price equal to $1.00 per share of Common Stock (the
"Exercise Price"), subject to adjustments as provided under the terms of the
Common Warrants. The Warrants are exercisable for five years from the initial
exercise date.
Subject to certain ownership limitations described in the Pre-Funded Warrants,
the Pre-Funded Warrants are immediately exercisable and may be exercised at an
exercise price of $0.0001 per share of Common Stock any time until all of the
Pre-Funded Warrants are exercised in full.
In connection with the Offering, the Company entered into a Securities Purchase
Agreement (the "Purchase Agreement") with certain institutional investors on
December 30, 2020. The Purchase Agreement contains customary representations and
warranties of the Company, termination rights of the parties, and certain
indemnification obligations of the Company and ongoing covenants of the Company.
The gross proceeds to the Company from the transactions are approximately
$14.0 million, before deducting the placement agent's fees and other offering
expenses, and excluding the proceeds, if any, from the exercise of the Warrants.
The Company intends to use the net proceeds from the Offering for working
capital and general corporate purposes, including expenses related to the
clinical development of the Company's products for its CCM, hECM and HSC
programs, further research and development, capital expenditures and general and
administrative expenses.
Pursuant to an engagement letter (the "Engagement Letter") dated as of
December 28, 2020 between the Company and H.C. Wainwright & Co., LLC
("Wainwright"), the Company has agreed to pay Wainwright an aggregate fee equal
to 7.0% of the gross proceeds received by the Company from the sale of the
securities in the transaction as well as a management fee equal to 1.0% of the
gross proceeds received by the Company from the sale of the securities in the
transactions. Pursuant to the Engagement Letter, the Company also issued to
Wainwright or its designees warrants to purchase up to 5.0% of the aggregate
number of shares of Common Stock sold in the transactions, or warrants to
purchase up to an aggregate of 700,000 shares of Common Stock (the "Placement
Agent Warrants"). The Engagement Letter has a 10-month tail, indemnity and other
customary provisions for transactions of this nature. The Placement Agent
Warrants have substantially the same terms as the Warrants, except that the
Placement Agent Warrants are exercisable for five years from the date of the
Purchase Agreement and have an exercise price equal to 125% of the purchase
price per Common Share in this offering, or $1.25 per share. The Company also
paid Wainwright $50,000 for non-accountable expenses and up to $90,000 for
actual out-of-pocket fees and expenses of legal counsel and other out-of-pocket
expenses.
2
--------------------------------------------------------------------------------
The forms of the Purchase Agreement, the Common Warrant, the Pre-Funded Warrant,
and the Placement Agent Warrant are filed as Exhibits 10.1, 4.1, 4.2, and 4.3,
respectively, and the Engagement Letter is filed as Exhibit 10.2 to this Current
Report on Form 8-K. The foregoing summaries of the terms of these documents are
subject to, and qualified in their entirety by, such documents, which are
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
4.1 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).
4.2 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).
4.3 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).
10.1 Form of Securities Purchase Agreement (incorporated by
reference to Exhibit 10.32 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).
10.2 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 (File No. 333-251491) filed with the
Securities and Exchange Commission on December 29, 2020).
99.1 Press release dated December 30, 2020 .
99.2 Press release dated January 5, 2021 .
3
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses