HISTOGENICS CORPORATION (NASDAQ:HSGX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On January22, 2018, Histogenics Corporation (“Histogenics”) entered into an underwriting agreement (the “Underwriting Agreement”) with Canaccord Genuity Inc. (the “Underwriter”), relating to an underwritten registered direct offering (the “Offering”) of 2,340,430 shares (the “Shares”) of Histogenics’ common stock, par value $0.01 per share (the “Common Stock”), at an offering price of $2.35 per share. The net proceeds to the Company from the sale of the Shares, after deducting underwriting discounts and commissions, and other estimated offering expenses payable by the Company, will be approximately $5 million. Under the terms of the Underwriting Agreement, Histogenics granted the Underwriter a 30-day option to purchase up to an additional 351,064 shares of Common Stock on the same terms and conditions.
The Shares will be issued to Histogenics’ currently effective shelf registration statement on Form S-3 and an accompanying prospectus (Registration Statement No.333-216741) filed with the Securities and Exchange Commission (the “Commission”), which was declared effective by the Commission on March30, 2017, and a prospectus supplement filed with the Commission in connection with the Offering. The closing of the Offering is expected to take place on January25, 2018, subject to the satisfaction of customary closing conditions.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The Underwriting Agreement contains representations, warranties and covenants of the Company and the Underwriter that are customary for transactions of this type. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
A copy of the opinion of Gunderson Dettmer Stough Villeneuve Franklin& Hachigian, LLP relating to the validity of the issuance and sale of the Shares in the Offering is attached as Exhibit 5.1 hereto.
On January22, 2018, Histogenics issued a press release announcing that Histogenics priced an underwritten registered direct offering of its Common Stock.A copy of the press release is attached hereto as Exhibit99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 1.01. | Financial Statements and Exhibits. |
(d)Exhibits.
HISTOGENICS CORP ExhibitEX-1.1 2 d514682dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 Execution Version HISTOGENICS CORPORATION (a Delaware corporation) 2,…To view the full exhibit click here
About HISTOGENICS CORPORATION (NASDAQ:HSGX)
Histogenics Corporation is a regenerative medicine company. The Company is focused on developing and commercializing products in the musculoskeletal segment of the marketplace. The Company’s product candidate, NeoCart utilizes various aspects of regenerative medicine platform to develop a tissue implant intended to treat tissue injury in the field of orthopedics, specifically cartilage damage in the knee. NeoCart is a cartilage-like implant created using a patient’s own cartilage cells through a series of tissue engineering processes. The patient’s cells are separated from a tissue biopsy specimen extracted from the patient and multiplied in its laboratory. The cells are then infused into its scaffold that provides structure for the developing implant. Before NeoCart is implanted in a patient, the cell- and scaffold construct undergoes a bioengineering process in the Company’s Tissue Engineering Processor (TEP). The Company has operations in the United States and Israel.
