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EX-5.1 - EX-5.1 - Histogen Inc. | d17219dex51.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 27, 2020
HISTOGEN INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-36003 | 20-3183915 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
10655 Sorrento Valley Road, Suite 200, San Diego, CA 92121
(Address of principal executive offices) (Zip Code)
(858) 526-3100
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Common Stock, par value $0.0001 per share | HSTO | The NASDAQ Stock Market LLC (The Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Information
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 Companys previous shelf registration statement on Form S-3 (File No. 333-220014) filed with the SEC on August 17, 2017. In connection with the filing of the new shelf registration statement, the Company also filed with the SEC a new prospectus supplement dated August 27, 2020, relating to the Companys purchase agreement with Lincoln Park Capital Fund, LLC.
A copy of the legal opinion as to the legality of the shares is filed as Exhibit 5.1 attached hereto.
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Item 9.01 Financial Statements and Exhibits.
* | Incorporated by reference to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 2020. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
HISTOGEN INC. | ||||||
Date: August 27, 2020 | /s/ Richard W. Pascoe | |||||
Richard W. Pascoe | ||||||
President and Chief Executive Officer |
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