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Histogen Inc. Form 8-K: Current report, 2020

Histogen Inc. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2020-12-17: Form 8-K; Period of report 2020-12-17; Description 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 7.01.
  • 2020-12-01: Form 8-K; Period of report 2020-12-01; Description 8.01 Other Events; Details 8.01.
  • 2020-11-16: Form 8-K; Period of report 2020-11-16; Description 8.01 Other Events; Details 8.01.
  • 2020-11-12: Form 8-K; Period of report 2020-11-11; Description 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events; Details 1.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2020-12-178-K2020-12-177.01 Regulation FD Disclosure; 8.01 Other Events7.01 Executive management of Histogen Inc. (the “Company”) will be presenting an updated corporate presentation at various upcoming meetings on or after December 17, 2020.
8.01 On December 17, 2020, the Company issued a news release announcing that it filed for an investigational new drug (IND) from the United States Food and Drug Administration (FDA) to initiate a Phase 1/2 clinical trial of HST-003 for regeneration of cartilage in the knee.
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2020-12-018-K2020-12-018.01 Other Events8.01 On December 1, 2020, Histogen Inc. issued a news release announcing preliminary week 18 results from its Phase 1b/2a clinical trial of HST-001 in male patients with androgenic alopecia.d69769d8k.htm
2020-11-168-K2020-11-168.01 Other Events8.01 On November 16, 2020, Histogen Inc. (the “Company”) issued a press release announcing the closing of its previously announced registered direct offering for the issuance and sale of 2,522,784 shares of its common stock, at a purchase price of $1.78375 per share.d75820d8k.htm
2020-11-128-K2020-11-111.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
3.02 The information contained above in Item 1.01 related to the Warrants and the Placement Agent Warrants and the shares of Common Stock issuable thereunder is hereby incorporated by reference into this Item 3.02.
8.01 On November 12, 2020, the Company issued a press release regarding the transactions described above under Item 1.01 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.
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2020-11-108-K2020-11-102.02 Results of Operations and Financial Conditionhsto-8k_20201110.htm
2020-10-278-K2020-10-261.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
8.01 On October 27, 2020, the Company issued a press release announcing the transaction with Amerimmune.
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2020-09-298-K2020-09-298.01 Other Events8.01 On September 29, 2020, Histogen Inc. (the “Company”) issued a news release announcing an update for its HST-002 dermal filler program and other programs.d51132d8k.htm
2020-08-278-K2020-08-278.01 Other Events8.01 On August 17, 2020, Histogen Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a shelf registration statement on Form S-3, as amended (File No. 333-248074), which was declared effective by the SEC on August 26, 2020, and which replaced the Company’s previous shelf registration statement on Form S-3 (File No. 333-220014) filed with the SEC on August 17, 2017.d17219d8k.htm
2020-08-138-K2020-08-132.02 Results of Operations and Financial Conditionhsto-8k_20200813.htm
2020-08-078-K2020-08-077.01 Regulation FD Disclosure7.01 Executive management of Histogen Inc. will be presenting an updated corporate presentation at various upcoming meetings on or after August 7, 2020.d41143d8k.htm
2020-07-208-K2020-07-201.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
1.02 The Company elected to terminate the At Market Issuance Sales Agreement, dated August 2, 2018, between the Company and Stifel, Nicolaus & Company, Incorporated Company effective as of July 20, 2020.
8.01 On July 20, 2020, the Company issued a press release announcing the transaction with Lincoln Park.
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2020-06-268-K/A2020-05-269.01 Financial Statements and Exhibits9.01 (a) Financial statements of business acquired.d879834d8ka.htm
2020-06-058-K2020-06-057.01 Regulation FD Disclosure7.01 Executive management of Histogen Inc. will be presenting an updated corporate presentation at various upcoming meetings on or after June 5, 2020.d938089d8k.htm
2020-06-018-K2020-05-264.01 Changes in Registrant's Certifying Accountant4.01 On May 26, 2020, Conatus Pharmaceuticals, Inc. (“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 “Merger Agreement”), by and among Conatus, Chinook Merger Sub, Inc. (“Merger Sub”), and Histogen Inc.(“Histogen”), pursuant to which Merger Sub merged with and into Histogen, with Histogen surviving as a wholly-owned subsidiary of Conatus (the “Merger”).d830291d8k.htm
2020-05-288-K2020-05-275.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 The Board of Directors (the “Board”) of Histogen, Inc. (“Histogen”) appointed Susan A. Knudson as Executive Vice President and Chief Financial Officer of Histogen, effective as of May 27, 2020 (the “Effective Date”).
8.01 Histogen’s press release, dated May 28, 2020, announcing the appointment of Ms. Knudson as Histogen’s Chief Financial Officer is furnished as Exhibit 99.1 to this report.
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2020-05-278-K2020-05-262.01 Completion of Acquisition or Disposition of Assets; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year2.01 On May 26, 2020, Conatus Pharmaceuticals, Inc. (the “Company”) 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 “Merger Agreement”), by and among the Company, Chinook Merger Sub, Inc. (“Merger Sub”), and Histogen Inc.(“Histogen”), pursuant to which Merger Sub merged with and into Histogen, with Histogen surviving as a wholly-owned subsidiary of the Company (the “Merger”).
3.03 On May 26, 2020, in connection with the Merger, the Company effected the Reverse Stock Split by the filing of a Certificate of Amendment (the “Reverse Stock Split Certificate”) with the Secretary of State of the State of Delaware pursuant to the Delaware General Corporation Law.
5.01 The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
5.02 from the Board and any respective committee of the Board to which they belonged, which resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.
5.03 The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
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2020-05-218-K2020-05-215.07 Submission of Matters to a Vote of Security Holders5.07 On May 21, 2020, Conatus Pharmaceuticals Inc. (the “Company”) reconvened its Special Meeting of Stockholders (the “Special Meeting”), which was previously convened and adjourned on May 7, 2020.d932971d8k.htm
2020-05-078-K2020-05-078.01 Other Events8.01 On May 7, 2020, Conatus Pharmaceuticals Inc. (the “Company” or “Conatus”) convened and adjourned a special meeting of stockholders because a quorum was not present to conduct business at the special meeting.d842676d8k.htm
2020-05-018-K2020-05-012.02 Results of Operations and Financial Condition2.02 On May 1, 2020, Conatus Pharmaceuticals Inc. issued a press release announcing its financial results for the quarter ended March 31, 2020.f8k_043020.htm
2020-03-308-K2020-03-301.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.cnat-8k_20200330.htm
2020-03-118-K2020-03-112.02 Results of Operations and Financial Condition2.02 On March 11, 2020, Conatus Pharmaceuticals Inc. issued a press release announcing its financial results for the quarter and full year ended December 31, 2019.f8k_031120.htm
2020-01-288-K2020-01-281.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
5.02 On January 27, 2020, Conatus entered into an amendment to the employment agreement with each of Steven J. Mento, Ph.D., its President and Chief Executive Officer, Keith W. Marshall, Ph.D., M.B.A., its Executive Vice President, Chief Operating Officer and Chief Financial Officer, and Alfred P. Spada, its Executive Vice President, Research and Development and Chief Scientific Officer (the “Amendment to Employment Agreements”).
7.01 On January 28, 2020, Conatus issued a joint press release with Histogen announcing their entry into the Merger Agreement described above under Item 1.01.
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