Histogen Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2023-12-14: Form 8-K; Period of report 2023-12-14; Description 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure; Details 5.07.
- 2023-12-05: Form 8-K; Period of report 2023-12-05; Description 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 5.07.
- 2023-10-03: Form 8-K; Period of report 2023-10-03; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; Details 1.01.
- 2023-09-26: Form 8-K; Period of report 2023-09-26; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2023-12-14 | 8-K | 2023-12-14 | 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.07 As previously announced, the Board of Directors (the “Board”) of Histogen, Inc. (the “Company”) approved a plan of liquidation and dissolution (the “Plan of Dissolution”) of the Company. 7.01 On December 14, 2023, the Company issued a press release announcing the second adjournment of the Special Meeting. | hsto-20231214.htm |
| 2023-12-05 | 8-K | 2023-12-05 | 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure; 8.01 Other Events | 5.07 As previously announced, the Board of Directors (the “Board”) of Histogen, Inc. (the “Company”) approved a plan of liquidation and dissolution (the “Plan of Dissolution”) of the Company. 7.01 On December 5, 2023, the Company issued a press release announcing the adjournment of the Special Meeting. 8.01 On December 5, 2023, the Company terminated that certain Exclusive License Agreement Number A42061, dated as of April 3, 2023, by and between the Company and Johns Hopkins University (“JHU”), which will be effective upon sixty days’ written notice to JHU. | hsto-20231205.htm |
| 2023-10-03 | 8-K | 2023-10-03 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. 1.02 The Company also entered into a Mutual Termination of the Second Amended and Restated Strategic Relationship Success Fee Agreement, dated October 3, 2023 (the “Lordship Agreement’) with Lordship Ventures LLC (“Lordship”), pursuant to which Histogen agreed to pay Lordship a mutually agreed to success and termination fee as required by the terms of the Lordship Agreement. | hsto-20231003.htm |
| 2023-09-26 | 8-K | 2023-09-26 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On September 18, 2023, Histogen Inc. (the “Company”) previously announced that its board of directors (the “Board”) approved a plan of liquidation and dissolution of the Company (the “Plan of Dissolution”), subject to approval by the Company’s stockholders. | hsto-20230926.htm |
| 2023-09-18 | 8-K | 2023-09-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On September 18, 2023, in connection with the approval by the board of directors (the “Board”) of Histogen Inc. (the “Company”) of the plan of liquidation and dissolution of the Company (the “Plan of Dissolution”), each of 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, was terminated from all positions of employment with the Company, effective as of September 30, 2023 (the “Separation Date”). 8.01 On September 18, 2023, the Board approved the Plan of Dissolution, subject to the approval of the Company’s stockholders. | hsto-20230912.htm |
| 2023-08-15 | 8-K | 2023-08-11 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On August 11, 2023, Histogen Inc. (the “Company”) was informed by Mayer Hoffman McCann P.C. (“MHM”), the Company’s current independent registered public accountant, that MHM would not stand for re-appointment for the fiscal year ending December 31, 2024. | hsto-20230811.htm |
| 2023-07-05 | 8-K | 2023-07-05 | 8.01 Other Events | 8.01 On July 5, 2023, Histogen Inc. issued a news release providing an update that it plans to explore strategic alternatives. | hsto-20230705.htm |
| 2023-06-21 | 8-K | 2023-06-20 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 20, 2023, Histogen Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). | hsto-20230620.htm |
| 2023-06-05 | 8-K | 2023-06-05 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On June 5, 2023, Histogen Inc. (the “Company”) received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock for the 30 consecutive business day period between April 21, 2023, through June 2, 2023, the Company did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). | hsto-20230605.htm |
| 2023-05-11 | 8-K | 2023-05-11 | 2.02 Results of Operations and Financial Condition | 2.02 On May 11, 2023, Histogen Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2023. | hsto-20230511.htm |
| 2023-04-03 | 8-K | 2023-04-03 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On April 3, 2023, the Company issued a press release announcing the transaction with Johns Hopkins. | hsto-20230403.htm |
| 2023-03-14 | 8-K | 2023-03-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 In connection with Dr. Mento’s status as President and Chief Executive Officer, the Company entered into an amendment and restatement of his executive employment agreement (“CEO Agreement”), pursuant to which he is entitled to twelve (12) months’ severance, including target bonus, and reimbursement of COBRA premium reimbursement in the event of a termination without cause (as defined in the CEO Agreement) or termination by Good Reason (as defined in the CEO Agreement), which such severance and COBRA reimbursement is increased to eighteen (18) months in the event of a termination after a change of control event. | hsto-20230310.htm |
| 2023-03-09 | 8-K | 2023-03-09 | 2.02 Results of Operations and Financial Condition | 2.02 On March 9, 2023, Histogen Inc. (the “Company”) issued a press release announcing its financial results for the year ended December 31, 2022. | hsto-20230309.htm |
| 2023-01-03 | 8-K | 2022-12-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On December 27, 2022, the Board of Directors (the “Board”) of Histogen, Inc. (the “Company”) appointed Alfred P. Spada, Ph.D. as Executive Vice President and Chief Scientific Officer (“CSO”) of the Company, effective as of February 1, 2023 (the “Effective Date”). 8.01 On January 3, 2023, the Company issued a press release regarding the appointment of Dr. Spada as described above under Item 5.02 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | hsto-20221227.htm |