Histogen Announces Second Adjournment of Special Meeting of Stockholders
December 14 2023 - 4:15PM
Histogen Inc. (OTC: HSTO), today announced that its special meeting
of stockholders (the “Special Meeting”) has been adjourned to
Thursday, January 4, 2024 at 8:00 a.m. Pacific Time with respect to
both proposals described in its definitive proxy statement filed
with the U.S. Securities and Exchange Commission (the “SEC”) on
October 18, 2023 (the “Proxy Statement”).
The Special Meeting, which will be reconvened
for a final time on January 4, 2024, will continue to be held via
live webcast at www.virtualshareholdermeeting.com/HSTO2023SM. In
addition, the record date for determining stockholders entitled to
vote at the Special Meeting will remain the close of business on
October 16, 2023. During the current adjournment, Histogen will
continue to solicit votes from its stockholders with respect to
both proposals set forth in the Proxy Statement as this will be the
final opportunity for stockholders to vote for this matter.
Histogen estimates that the aggregate amount of cash distributions
to stockholders will be in the range of $0.30 and $0.41 per share
of common stock, provided, however, that we may not have any
available cash for distributions.
Proxies previously submitted with respect to the
Special Meeting will be voted on both proposals at the reconvened
Special Meeting as indicated therein, unless properly revoked, and
stockholders who have previously submitted a proxy need not take
any action.
The Histogen Board of Directors
unanimously recommends that you vote (i) “FOR” the Dissolution
Proposal; and (ii) “FOR” the Adjournment Proposal. Even if you plan
on attending the reconvened virtual meeting, we urge you to vote
your shares now, so they can be tabulated prior to the reconvened
meeting.
Stockholders who have any questions or
need assistance executing their vote, please contact Kingsdale
Advisors, Histogen’s proxy solicitor.
Website: www.histogenvote.com
E-mail: contactus@kingsdaleadvisors.com
U.S. call: 1-888-212-9553 Outside North
America, Banks and Brokers Call Collect:
1-646-741-7961
IMPORTANT ADDITIONAL
INFORMATION
In connection with the proposed Dissolution
Proposal and the Plan of Dissolution, Histogen filed a definitive
proxy statement with the Securities and Exchange Commission (the
“SEC”) on October 18, 2023. BEFORE MAKING ANY VOTING DECISION,
HISTOGEN’S STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN
CONNECTION WITH THE DISSOLUTION PROPOSAL, THE PLAN OF DISSOLUTION
AND RELATED MATTERS, AND/OR INCORPORATED BY REFERENCE IN THE PROXY
STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT HISTOGEN AND THE PLAN OF
DISSOLUTION. Stockholders may obtain a free copy of the proxy
statement and the other relevant materials, and any other documents
filed by Histogen with the SEC, at the SEC’s web site at
http://www.sec.gov or on the “Investors” section of Histogen’s
website at www.histogen.com.
Participants in the
Solicitation
Histogen and its directors and executive
officers may be deemed to be participants in the solicitation of
proxies from Histogen’s stockholders in connection with the
Dissolution Proposal, the Plan of Dissolution and related matters,
and any other matters to be voted on at the Special Meeting.
Information about the persons who may be considered to be
participants in the solicitation of Histogen’s stockholders in
connection with the Plan of Dissolution, and any interest they have
in the Plan of Dissolution, was included in the definitive proxy
statement filed with the SEC on October 18, 2023. The definitive
proxy statement may be obtained free of charge at the SEC’s website
at www.sec.gov or on the “Investors” section of Histogen’s website
at www.histogen.com.
Forward-Looking Statements
Statements contained in this press release
contain “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. Any statements
contained in this press release that are not statements of
historical fact may be deemed to be forward-looking statements.
Words such as “intends,” “expects,” “estimates,” and similar
expressions are intended to identify forward-looking statements.
These forward-looking statements are based upon Histogen’s current
expectations. Actual results or developments may differ materially
from those projected or implied in these forward-looking
statements. Factors that may cause such a difference include, among
other things, the risks and uncertainties related to completion of
the Plan of Dissolution on the anticipated terms or at all,
unexpected personnel-related termination or other costs, and market
conditions. More information about the risks and uncertainties
faced by Histogen is contained in the section titled “Risk Factors”
in Histogen’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on November 9, 2023. The
forward-looking statements are based on information available to
Histogen as of the date hereof. Histogen disclaims any obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
CONTACT: Susan A.
KnudsonPresident, Chief Executive Officer,Chief Financial Officer
and SecretaryHistogen Inc. ir@histogen.com
A photo accompanying this announcement is available at:
https://www.globenewswire.com/NewsRoom/AttachmentNg/c86005e0-2ef2-4449-a254-f4824c99ec91
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