HISTOGENICS CORPORATION (NASDAQ:HSGX) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item3.01.

On May16, 2017, Histogenics Corporation (the Company) received a
notice (the Notice) from The NASDAQ Stock Market LLC (NASDAQ)
indicating that the Company no longer complies with the
requirements of NASDAQ Marketplace Rule 5450(b)(1)(A) for
continued listing on The NASDAQ Global Market because the
Companys stockholders equity has fallen below $10.0 million as
reported on its quarterly report on Form 10-Q for the period
ended March31, 2017. The Companys stockholders equity as of
March31, 2017 was approximately $7.0 million. The Notice has no
immediate effect on the listing or trading of the Companys common
stock on The NASDAQ Global Market and the common stock will
continue to trade under the symbol HSGX. to NASDAQ Marketplace
Rule 5810(c)(2)(C), the Company has been provided 45 calendar
days, or until June30, 2017, to submit a plan to NASDAQ to regain
compliance. If the plan is accepted, NASDAQ can grant an
extension of up to 180 calendar days from the date of the Notice,
or until November12, 2017, to evidence compliance. If the plan is
not accepted, the Company will have the right to appeal and the
common stock would remain listed on The NASDAQ Global Market
until the completion of the appeal process. To regain compliance,
the Company must have stockholders equity of at least $10
million.

The Company is currently evaluating various alternative courses
of action to regain compliance, and the Company intends to submit
a plan with NASDAQ before June30, 2017 to maintain its NASDAQ
listing. There can be no assurance that the Company will be able
to regain compliance with the minimum stockholders equity
requirement or maintain compliance with the other listing
requirements. Alternatively, the Company believes it is eligible
to transfer the listing of its common stock to The NASDAQ Capital
Market and could do so to maintain continued listing with NASDAQ,
provided that it continues to satisfy the requirements for
continued listing on The NASDAQ Capital Market.

Supplement to Risk Factors

The following risk factor is provided to supplement the risk
factors of the Company previously disclosed in periodic reports
filed with the Securities and Exchange Commission, including its
Annual Report on Form 10-K for the year ended December31, 2016
and its Quarterly Report on Form 10-Q for the quarter ended
March31, 2017:

As of March31, 2017, our stockholders equity was less
than the required $10 million required to be maintained for
continued listing on The NASDAQ Global Market. Our ability to
publicly or privately sell equity securities and the liquidity of
our common stock could be adversely affected if we are delisted
from The NASDAQ Global Market or if we are unable to transfer our
listing to another stock market.

As previously reported on our Current Report on Form 8-K filed on
May19, 2017, on May16, 2017, we received a notice (the Notice)
from The NASDAQ Stock Market LLC (NASDAQ) stating that, because
we did not maintain minimum stockholders equity of $10 million
(the List Rule), we were no longer in compliance with NASDAQ
Listing Rule 5450(b)(1)(A). The Notice had no immediate effect on
the listing or trading of our common stock on The NASDAQ Global
Market and the common stock continues to trade under the symbol
HSGX.

to NASDAQ Marketplace Rule 5810(c)(2)(C), we have been provided
45 calendar days, or until June30, 2017, to submit a plan to
NASDAQ to regain compliance. If the plan is accepted, NASDAQ can
grant an extension of up to 180 calendar days from the date of
the Notice, or until November12, 2017, to evidence compliance. If
the plan is not accepted, we will have the right to appeal and
our common stock would remain listed on The NASDAQ Global Market
until the completion of the appeal process. To regain compliance,
we must have stockholders equity of at least $10 million.

We are currently evaluating various alternative courses of action
to regain compliance, and we intend to submit a plan with NASDAQ
before June30, 2017 to maintain its NASDAQ listing. There can be
no assurance that we will be able to regain compliance with the
minimum stockholders equity requirement or maintain compliance
with the other listing requirements. Alternatively, we believe we
are eligible to transfer the listing of its common stock to The
NASDAQ Capital Market and could do so to maintain continued
listing with NASDAQ, provided that we continue to satisfy the
requirements for continued listing on The NASDAQ Capital Market.

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.

HISTOGENICS CORPORATION (NASDAQ:HSGX) Recent Trading Information

HISTOGENICS CORPORATION (NASDAQ:HSGX) closed its last trading session 00.00 at 1.70 with 13,671 shares trading hands.