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): June 520, 2023

Histogen Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-36003	20-3183915
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

10655 Sorrento Valley Road, Suite 200, San Diego CA		92121
(Address of principal executive offices)		(Zip Code)

(858) 526-3100

(Registrant’s telephone number, including area code)

(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, $0.0001 par value

HSTO

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 35.0107 ~~Notice~~Submission of ~~Delisting~~Matters ~~or Failure~~ to ~~Satisfy~~ a ~~Continued~~Vote ~~Listing Rule or Standard; Transfer~~ of ~~Listing~~Security Holders.

On June 520, 2023, Histogen Inc. (the “Company”) ~~received~~held aits ~~letter~~2023 ~~from~~Annual ~~the~~Meeting ~~Listing Qualifications Department~~ of ~~the~~Stockholders ~~Nasdaq Stock Market~~ (the “~~Nasdaq~~Annual Meeting”). The ~~indicating~~following ~~that,~~is ~~based~~a ~~upon~~brief ~~the~~description ~~closing~~of ~~bid~~each ~~price~~matter ofsubmitted ~~the~~to ~~Company’s~~a ~~common~~vote ~~stock~~at ~~for~~ the 30virtual ~~consecutive~~Annual ~~business~~Meeting, ~~day~~as ~~period~~well ~~between~~as ~~April~~the ~~21,~~number ~~2023,~~of ~~through~~votes ~~June~~cast 2for, ~~2023~~withheld or against, the ~~Company~~number ~~did~~of ~~not~~abstentions ~~meet~~and the ~~minimum~~number ~~bid price~~ of ~~$1.00~~broker ~~per~~non-votes ~~share~~with ~~required~~respect ~~for~~to ~~continued~~each ~~listing~~matter, onas ~~The~~applicable. ~~Nasdaq~~For ~~Capital~~more ~~Market~~information ~~pursuant~~about tothese ~~Nasdaq~~proposals, ~~Listing~~please ~~Rule~~refer ~~5550(a)(2).~~to ~~The letter also indicated that~~ the Company’s ~~will~~definitive beproxy ~~provided~~statement filed with athe ~~compliance~~Securities ~~period~~and ofExchange ~~180~~Commission ~~calendar~~on ~~days,~~May ~~or until December 4~~1, 2023 ~~(the “Compliance Period”), in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A)~~.

InThere ~~order~~were topresent, ~~regain~~in ~~compliance~~person ~~with~~or ~~Nasdaq’s~~by ~~minimum bid price requirement~~proxy, ~~the Company’s common stock must maintain~~ a ~~minimum~~total ~~closing bid price~~ of $1~~.00 for at least ten consecutive business days during the Compliance Period. In the event the Company does not regain compliance by the end of the Compliance Period~~, ~~the Company may be eligible for additional time to regain compliance. To qualify~~644,333 ~~the~~shares ~~Company will be required to meet the continued listing requirement for the market value~~ of ~~its~~common ~~publicly~~stock, ~~held~~or ~~shares~~approximately ~~and all other initial listing standards for The Nasdaq Capital Market~~38,49% ~~with the exception~~ of the ~~bid~~voting ~~price~~power ~~requirement, and will need to provide written notice~~ of ~~its intention to cure~~ the ~~deficiency~~Company’s ~~during~~common ~~the second compliance period, by effecting a reverse~~ stock ~~split~~issued ifand ~~necessary.~~outstanding Ifand ~~the~~entitled ~~Company~~to ~~meets~~vote ~~these~~at ~~requirements,~~ the ~~Company~~Annual ~~may be granted an additional 180 calendar days to regain compliance~~Meeting. Each ~~However,~~matter ifsubmitted ~~it appears~~ to ~~Nasdaq~~a ~~that~~vote ~~the~~of ~~Company~~stockholders ~~will~~at ~~be unable to cure~~ the ~~deficiency,~~Annual orMeeting ifwere ~~the~~approved ~~Company~~as isdescribed ~~not otherwise eligible for the additional cure period, Nasdaq will provide notice that the Company’s common stock will be subject to delisting~~below.

~~The~~Proposal ~~letter~~No. ~~has~~1: noElection ~~immediate impact on the listing~~ of the Company’s common stock, which will continue to be listed and traded on The Nasdaq Capital Market, subject to the Company’s compliance with the other listing requirements of The Nasdaq Capital Market. Although the Company will use all reasonable efforts to achieve compliance with Rule 5550(a~~)(2),~~ ~~there~~Class ~~can~~I ~~be no assurance that the Company will be able to regain compliance with that rule or will otherwise be in compliance with other listing criteria of The Nasdaq Capital Market.~~Director

Daniel L. Kisner, M.D. was elected to serve as a Class I director until the 2026 Annual Meeting of Stockholders. Dr. Kisner received 547,974 votes for and 153,330 votes withheld. There were 943,029 broker non-votes regarding this proposal.

Proposal No. 2: Approve the Stock Plan Amendment

Stockholders approved an amendment to the Company’s 2020 Incentive Award Plan to increase the number of shares authorized for issuance thereunder by 500,000 shares. The results of the voting included 458,009 votes for and 233,098 votes against. There were 10,197 votes abstained and 943,029 broker non-votes regarding this proposal, but abstentions from voting and broker non-votes were not be counted as votes cast and accordingly had no effect upon the outcome of the proposal.

Proposal No. 3: Ratify Selection of Auditors

Stockholders ratified the appointment of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The results of the voting included 1,510,567 votes for, 121,375 votes against and 12,391 votes abstained. There were no broker non-votes regarding this proposal.

Proposal No. 4: Advisory (Non-Binding) Vote on Executive Compensation

Stockholders approved, on a non-binding advisory basis, the executive compensation paid to the Company’s named executive officers. The results of the voting included 571,100 votes for, 124,398 votes against and 5,806 votes abstained. There were 943,029 broker non-votes regarding this proposal.

* * *

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: June 5, 2023	By:	/s/ Susan A. Knudson
Date: June 21, 2023	By:	/s/ Susan A. Knudson
		Name: Susan A. Knudson
		Title: Executive Vice President, Chief Operations Officer and Chief Financial Officer

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