Histogen Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-12-02: Form 8-K; Period of report 2022-11-28; Description 8.01 Other Events; Details 8.01.
- 2022-11-10: Form 8-K; Period of report 2022-11-10; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2022-08-11: Form 8-K; Period of report 2022-08-11; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2022-07-12: Form 8-K; Period of report 2022-07-12; Description 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-12-02 | 8-K | 2022-11-28 | 8.01 Other Events | 8.01 On November 28, 2022, Histogen Inc. (the “Company”) received an Interim Award (“Interim Award”) issued by the Arbitrator presiding over the demand for arbitration (the “Arbitration Demand”) filed by the Company in the County of San Diego, against Amerimmune LLC (“Amerimmune”) seeking a declaratory judgment that Amerimmune has materially breached the terms of the Collaborative Development and Commercialization Agreement to jointly develop emricasan for the potential treatment of COVID-19 entered into by and between the Company and Amerimmune on October 26, 2020 (the “Collaborative Agreement”), and that the Company is therefore entitled to terminate the Collaborative Agreement. | hsto-20221128.htm |
| 2022-11-10 | 8-K | 2022-11-10 | 2.02 Results of Operations and Financial Condition | 2.02 On November 10, 2022, Histogen Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2022. | hsto-20221110.htm |
| 2022-08-11 | 8-K | 2022-08-11 | 2.02 Results of Operations and Financial Condition | 2.02 On August 11, 2022, Histogen Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2022. | hsto-8k_20220811.htm |
| 2022-07-12 | 8-K | 2022-07-12 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 The information contained above in Item 1.01 related to the Pre-Funded Warrant, the Series A Warrant, the Series B Warrant, and Placement Agent Warrants and the shares of common stock issuable thereunder is hereby incorporated by reference into this Item 3.02. 8.01 On July 12, 2022, 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. | d383545d8k.htm |
| 2022-06-30 | 8-K | 2022-06-27 | 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 3.03 On June 27, 2022, in accordance with the terms set forth in the (i) Certificate of Designations of Preferences, Rights and Limitations of Series A Redeemable Convertible Preferred Stock filed with the Delaware Secretary of on March 25, 2022 (the “Certificate of Designation of Series A Preferred Stock”), and (ii) Certificate of Designations of Preferences, Rights and Limitations of Series B Redeemable Convertible Preferred Stock filed with the Delaware Secretary of on March 25, 2022 (the “Certificate of Designation of Series B Preferred Stock”), certain holders of the Series A Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) and Series B Redeemable Convertible Preferred Stock, par value $0.0001 per share (individually, the “Series B Preferred Stock”) delivered to Histogen Inc. (the “Company”) a notice of redemption (the “Redemption Notices”) causing the Company to redeem its shares of Series A Preferred Stock and Series B Preferred Stock, as applicable. 5.03 On June 30, 2022, the Company filed a Certificate of Elimination with respect to the Series A Preferred Stock (the “Series A Certificate of Elimination”), which upon filing with the Secretary of State of the State of Delaware (“Delaware Secretary”), eliminated from all matters set forth in the Certificate of Designation of Series A Preferred Stock. | hsto-8k_20220627.htm |
| 2022-06-17 | 8-K | 2022-06-17 | 8.01 Other Events | 8.01 On June 17, 2022, Histogen Inc. (the “Company”) received written notice from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) stating that the Company has regained compliance with the Nasdaq minimum bid price continued listing requirement by maintaining a minimum bid price for its common stock of at least $1.00 for the last ten (10) consecutive business days, from June 3 through June 16, 2022 and the matter is now closed. | hsto-8k_20220617.htm |
| 2022-06-07 | 8-K | 2022-06-01 | 3.03 Material Modification to Rights of Security Holders; 8.01 Other Events | 3.03 In accordance with the terms set forth in the (i) Certificate of Designations of Preferences, Rights and Limitations of Series A Redeemable Convertible Preferred Stock filed with the Delaware Secretary of on March 25, 2022, and (ii) Certificate of Designations of Preferences, Rights and Limitations of Series B Redeemable Convertible Preferred Stock filed with the Delaware Secretary of on March 25, 2022, certain holders of the Series A Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) and Series B Redeemable Convertible Preferred Stock, par value $0.0001 per share (individually, the “Series B Preferred Stock”) delivered to Histogen Inc. (the “Company”) between June 1, 2022 and June 3, 2022 delivered a notice of redemption (the “Redemption Notices”) causing the Company to redeem its shares of Series A Preferred Stock and Series B Preferred Stock, as applicable. | hsto-8k_20220601.htm |
| 2022-06-02 | 8-K | 2022-06-01 | 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 3.03 Effective June 2, 2022, Histogen Inc. (the “Company”) effected a 1-for-20 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding common stock, par value $0.0001 per share (“Common Stock”), by the filing of a Certificate of Amendment (the “Certificate”) with the Secretary of State of the State of Delaware pursuant to the Delaware General Corporation Law on June 1, 2022. 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. | hsto-8k_20220601.htm |
| 2022-05-12 | 8-K | 2022-05-12 | 2.02 Results of Operations and Financial Condition | 2.02 On May 12, 2022, Histogen Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2022. | hsto-8k_20220512.htm |
| 2022-04-29 | 8-K | 2022-04-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 28, 2022, Martin Latterich, Ph.D., informed Histogen Inc. (the “Company”) that he would be resigning from his position as Senior Vice President of Technical Operations of the Company. | hsto-8k_20220428.htm |
| 2022-03-25 | 8-K | 2022-03-22 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.03 The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference. 5.03 of stockholders generally from shares entitled to cast a majority of the votes entitled to be cast (without regard to class) to shares entitled to cast one-third (1/3) of the votes entitled to be cast (without regard to class) (the “Amendment”). 8.01 The Company issued a press release announcing the Offering on March 23, 2022 and a press release announcing that it had closed the Offering on March 25, 2022. | d316776d8k.htm |
| 2022-03-22 | 8-K | 2022-03-18 | 1.01 Entry into a Material Definitive Agreement | 1.01 On March 18, 2022, Histogen Inc. (the “Company”), entered into a letter agreement (the “Letter Agreement”) with Allegan Sales, LLC (“Allergan”). | hsto-8k_20220318.htm |
| 2022-03-10 | 8-K | 2022-03-10 | 2.02 Results of Operations and Financial Condition | 2.02 On March 10, 2022, Histogen Inc. (the “Company”) issued a press release announcing its financial results for the quarter and full year ended December 31, 2021. | hsto-8k_20220310.htm |
| 2022-02-22 | 8-K | 2022-02-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The Board of Directors (the “Board”) of Histogen Inc. (the “Company”) previously appointed Steven J. Mento, Ph.D. as Executive Chairman and Interim President and Chief Executive Officer and entered into an agreement with Dr. Mento providing for an initial base salary of $333,000 for the part-time position with the Company. | hsto-8k_20220217.htm |
| 2022-02-15 | 8-K | 2022-02-14 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 As previously disclosed, on August 18, 2021, 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 July 7, 2021, through August 17, 2021, 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-8k_20220214.htm |