8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 24, 2021

Histogen Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36003	20-3183915
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
10655 Sorrento Valley Road, Suite 200, San Diego CA		92121
(Address of principal executive offices)		(Zip Code)

(858) 526-3100

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	HSTO	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.  

(b) On March 24, 2021, Stephen Chang, Ph.D. resigned as a Director of Histogen Inc. (the “Company”), effective immediately. Mr. Chang’s resignation from the Board of Directors (the “Board”) was not a result of a disagreement on any matter relating to the Company’s operations, policies or practices.    

(d) On March 25, 2021, the Board, following the recommendation of the Nominating and Corporate Governance Committee of the Board, elected Rochelle Fuhrmann to serve as a director of the Company, effective immediately. Ms. Fuhrmann will serve as a Class II director and will stand for re-election to the Board at the Company’s 2021 Annual Meeting of Stockholders.

With Mr. Chang’s resignation from the Board, the size of the Board remains at eight members with the appointment of Ms. Fuhrmann to the Board, six of which are independent, non-employee directors.  There are no arrangements or understandings between Ms. Fuhrmann and any other person pursuant to which she was elected as a director of the Company, and there are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission (the “SEC”) between Ms. Fuhrmann and the Company.   Ms. Fuhrmann was also appointed as the Chairperson to the Audit Committee of the Board.

Ms. Fuhrmann, age 51, currently serves as the Vice President Audit and Enterprise Risk Management at Becton Dickinson (“BD”). In this role, she leads an international team of audit professionals in the review of processes and controls. She also has accountability for the enterprise risk management program including the integration of risk concepts into strategic planning and working with stakeholders on risk identification and mitigation activities. In 2016, Ms. Fuhrmann helped establish the BD Foundation, and she presently serves as Treasurer and as a member of its Board of Trustees. She joined BD in July 2015 as Senior Vice President and Chief Financial Officer, BD Life Sciences. Prior to joining BD, Rochelle held various positions responsible for the management of financial functions including accounting and financial reporting, investor relations, corporate finance, risk management and treasury, primarily in the pharmaceutical industry with companies such as Amneal Pharmaceuticals and Warner Chilcott plc.  She previously served as a member of the Board of Directors of Concordia International Corp. and held the position of Audit Committee Chairperson for three years. Ms. Fuhrmann’s career started at Coopers & Lybrand LLC (now PricewaterhouseCoopers LLP) in Boston, MA. She is a certified public accountant (inactive) and holds a B.Sc. degree in accounting from the University of Rhode Island.  Ms. Fuhrmann will add significant financial expertise to the Board and also add several years of operational experience to the Board.  

Pursuant to the Company’s current non-employee director compensation package and under the Company’s 2020 Incentive Award Plan, Ms. Fuhrmann was awarded an initial option to purchase 30,000 shares of common stock of the Company (the “Initial Option Grant”) upon her appointment to the Board with an exercise price per share equal to the fair market value of the Company’s common stock on the date of grant.  The Initial Option Grant shall vest and therefore become exercisable in substantially equal installments on each of the first three anniversaries of the date of grant, subject to Ms. Fuhrmann’s continued service on the Board on those dates.  Ms. Fuhrmann will also receive an annual cash retainer of $40,000 for her Board service and $15,000 for her Audit committee Chairperson service, each pro-rated for her initial year of serve. Ms. Fuhrmann has entered into an indemnification agreement with the Company in substantially the form filed as an exhibit to the Company’s Registration Statement on Form S-4 filed with the SEC on February 7, 2020.

On March 25, 2021, the Company issued a press release announcing the election of Ms. Fuhrmann to the Board. A copy of this press release is furnished as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Exhibits
99.1	Press Release, dated March 25, 2021

***

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Histogen Inc.
Date:  March 25, 2021	By:	/s/  Richard W. Pascoe
		Name: Richard W. Pascoe
		Title: President and Chief Executive Officer

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EX-99.1

Exhibit 99.1

CONTACT: Susan A. Knudson Executive Vice President & CFO Histogen Inc. ir@histogen.com

Histogen Appoints Rochelle Fuhrmann to Board of Directors

SAN DIEGO, March 25, 2021 – Histogen Inc. (NASDAQ: HSTO), a clinical-stage therapeutics company focused on developing potential first-in-class restorative therapeutics that ignite the body’s natural process to repair and maintain healthy biological function has appointed Rochelle Fuhrmann to its Board of Directors and Chairperson of the Audit Committee. In addition, current director Stephen Chang, Ph.D. will be resigning from the Board.

“I am honored and excited to join the Histogen board during this transformational period and I look forward to working with the board and management to build upon the work that has been done to create value for all company stakeholders,” said Ms. Fuhrmann.

Ms. Fuhrmann currently serves as the Vice President Audit and Enterprise Risk Management at Becton Dickinson (BD). In 2016, Ms. Fuhrmann helped establish the BD Foundation, and she presently serves as Treasurer and as a member of its Board of Trustees. She joined BD in July 2015 as Senior Vice President and Chief Financial Officer, BD Life Sciences. Prior to joining the Company, Rochelle held various positions responsible for the management of financial functions including accounting and financial reporting, investor relations, corporate finance, risk management and treasury, primarily in the pharmaceutical industry with companies such as Amneal Pharmaceuticals and Warner Chilcott plc.  She previously served as a member of the Board of Directors of Concordia International Corp. and held the position of Audit Committee Chairperson for three years.

“On behalf of the entire Board of Directors, I want to welcome Rochelle to Histogen," said David H. Crean, Ph.D., Chairman of the Board of Directors. "Rochelle’s financial and healthcare industry experience will provide us the depth and business acumen required for the company to continue on its growth trajectory as a public company.  I also wish to thank Dr. Stephen Chang, who will be stepping down from the Board of Directors, for his many years of service to Histogen”.

About Histogen Inc.

Histogen Inc. is a clinical-stage therapeutics company focused on developing potential first-in-class restorative therapeutics that ignite the body’s natural process to repair and maintain healthy biological function. Histogen’s innovative technology platform utilizes cell conditioned media and extracellular matrix materials produced by hypoxia-induced multipotent cells. Histogen’s proprietary, reproducible manufacturing process provides targeted solutions across a broad range of therapeutic indications including hair growth, dermal rejuvenation, joint cartilage regeneration and spinal disk repair. For more information, please visit www.histogen.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. For example, we are using forward-looking statements when we discuss Histogen’s future operations and its ability to successfully initiate and complete clinical

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trials, obtain clinical trial data and achieve regulatory milestones and related timing; the potential that future clinical trials will establish efficacy of Histogen’s product candidates; the nature, strategy and focus of Histogen’s business; the sufficiency of Histogen’s cash resources and ability to achieve value for its stockholders; and the development and commercial potential and potential benefits of any of Histogen’s product candidates. Histogen may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in the forward-looking statements and you should not place undue reliance on these forward-looking statements. Because such statements deal with future events and are based on Histogen’s current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of it that could differ materially from those described in or implied by the statements in this press release, including: the uncertainties associated with the clinical development and regulatory approval of Histogen’s product candidates, including potential delays in the commencement, enrollment and completion of clinical trials; the potential that earlier clinical trials and studies of Histogen’s product candidates may not be predictive of future results; risks related to business interruptions, including the outbreak of COVID-19 coronavirus, which could seriously harm Histogen’s financial condition and increase its costs and expenses; and the requirement for additional capital to continue to advance these product candidates, which may not be available on favorable terms or at all. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including those risks discussed in Histogen’s filings with the Securities and Exchange Commission. Except as otherwise required by law, we disclaim any intention or obligation to update or revise any forward-looking statements, which speak only as of the date hereof, whether as a result of new information, future events, or circumstances or otherwise.

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