HISTOGENICS CORPORATION (NASDAQ:HSGX) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07.Submission of Matters to a Vote of Security Holders.
At the 2016 special meeting of stockholders of Histogenics
Corporation (the Company) held on November22, 2016 (the Special
Meeting), the following proposal was submitted to the
stockholders of the Company:
|
Proposal1: |
The approval, as required by and in accordance with NASDAQ Marketplace Rule 5635(d) (which requires stockholder approval of a transaction other than a public offering involving the sale, issuance or potential issuance by a company of common stock (or securities convertible into or exercisable for common stock) equal to 20% or more of the common stock, or 20% or more of the voting power outstanding before the issuance for less than the greater of book or market value of the stock), the issuance of up to an aggregate of 24,203,942 shares of the Companys common stock, par value $0.01 (the Common Stock), consisting of: (i) 10,737,275 shares of Common Stock issuable upon the conversion of 24,158.8693 shares of the Companys Series A Convertible Preferred Stock, par value $0.01 (the Series A Preferred Stock), sold to the Securities Purchase Agreement dated as of September15, 2016; and (ii) 13,466,667 shares of Common Stock issuable upon exercise of certain warrants for the purchase of Common Stock (the NASDAQ Proposal). |
For more information about the foregoing proposals, see the
Companys definitive proxy statement on Schedule 14A filed with
the Securities and Exchange Commission on November2, 2016 (the
Proxy Statement). Of the 15,873,214 shares of the Companys common
stock entitled to vote at the Special Meeting, 11,898,562 shares,
or approximately 75.0%, were represented at the meeting in person
or by proxy, constituting a quorum. Of the 13,277,155 shares of
the Companys common stock entitled to vote on the NASDAQ Proposal
at the Special Meeting (calculated based on 15,873,214 shares of
Common Stock outstanding on the record date for the Special
Meeting minus the 2,596,059 shares of Common Stock held by
purchasers of the Series A Preferred Stock in the private
placement), 10,367,074 shares, or approximately 78.1%, were
represented at the meeting in person or by proxy. The number of
votes cast for or against, as well as broker non-votes, in
respect of the NASDAQ Proposal are set forth below.
Proposal 1: Approval of the NASDAQ Proposal.
The Companys stockholders approved the NASDAQ Proposal. The votes
regarding this proposal were as follows:
|
Votes For |
VotesAgainst |
BrokerNon-Votes |
||||||
| 10,347,424 | 19,650 |
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 down -0.03 at 2.25 with 22,766 shares trading hands.
