Explanatory Note
On May 26, 2020, Histogen Inc., formerly known as Conatus Pharmaceuticals, Inc. (the “Company”), completed its business combination with the Delaware corporation that was previously known as “Histogen Inc.” in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of January 28, 2020 (the “Merger Agreement”), by and among the Company, Chinook Merger Sub, Inc. (“Merger Sub”), and Histogen Inc.(“Histogen”), pursuant to which Merger Sub merged with and into Histogen, with Histogen surviving as a wholly-owned subsidiary of the Company (the “Merger”). On May 26, 2020, in connection with, and prior to the completion of, the Merger, the Company effected a reverse stock split of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a ratio ofone-for-ten (the “Reverse Stock Split”), and also on May 26, 2020, immediately after completion of the Merger, the Company changed its name to “Histogen Inc.” Following the completion of the Merger, the business conducted by the Company became primarily the business conducted by Histogen, which is a regenerative medicine company focused on developing patented, innovative technologies that replace and regenerate tissues in the body for aesthetic and therapeutic markets. Shares of the Company’s common stock commenced trading on The Nasdaq Capital Market under the ticker symbol “HSTO” as of market open on May 27, 2020.
On May 27, 2020, the Company filed a Current Report on Form8-K (the “Original Form8-K”) reporting, among other items, the consummation of the Merger. This amendment to the Original Form8-K, or Form8-K/A, is being filed for the purpose of satisfying the Company’s undertaking to file the financial statements and pro forma condensed combined financial statements required by Item 9.01 of Form8-K, and this Form8-K/A should be read in conjunction with the Original Form8-K. Except as set forth herein, no modifications have been made to information contained in the Original Form8-K, and the Company has not updated any information contained therein to reflect events that have occurred since the date of the Original Form8-K.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
The unaudited condensed consolidated financial statements of Histogen as of and for the three months ended March 31, 2020 and March 31, 2019, and the condensed consolidated balance sheet of Histogen derived from its audited financial statements as of December 31, 2019, are filed as Exhibit 99.1 to this report and are incorporated herein by reference.
Notwithstanding certain statements included in the Original Form8-K indicating that the financial statements of Histogen required by Item 9.01(a) would be filed as part of an amendment to the Original Form8-K, reference is made to the Company’s Registration Statement on FormS-4, as amended, filed with the Securities and Exchange Commission on March 13, 2020 (RegistrationNo. 333-236332) (the “Registration Statement”), which Registration Statement included the audited financial statements of Histogen as of and for the years ended December 31, 2019 and 2018 in satisfaction of the Item 9.01(a) requirements for such information.
(b) Pro forma financial information.
The unaudited pro forma condensed combined statements of comprehensive loss for the year ended December 31, 2019 and the three months ended March 31, 2020, and the unaudited pro forma condensed combined balance sheet as of March 31, 2020, each giving effect to the Merger, are filed as Exhibit 99.2 to this Current Report onForm 8-K and are incorporated herein by reference.
(d) Exhibits.
