hsto-8k_20220217.htm

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): February 17, 2022

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.

The Board of Directors (the “Board”) of Histogen Inc. (the “Company”) previously appointed Steven J. Mento, Ph.D. as Executive Chairman and Interim President and Chief Executive Officer and entered into an agreement with Dr. Mento providing for an initial base salary of $333,000 for the part-time position with the Company. On February 17, 2022, the Board recommended and approved an increase in salary for Dr. Mento to $550,000 effective February 1, 2022 based on his role with the Company being more on a full-time basis. The increase to $550,000 restores the base salary of the position of President and Chief Executive Officer to the Company’s prior full-time President and Chief Executive Officer. In addition, the Board decided to postpone any search for a permanent President and Chief Executive Officer at this time.

The foregoing descriptions and the information contained in Item 5.02 with respect to Dr. Mento’s executive agreement are not intended to be complete and are qualified in it’s entirety by reference to the full text of such document, which was filed as Exhibit 10.1 to the Form 8-K on November 8, 2021, which is incorporated by reference herein.

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: February 22, 2022	By:	/s/ Steven J. Mento
		Name: Steven J. Mento
		Title: Executive Chairman, Interim President and Chief Executive Officer

Histogen Inc. filed SEC Form 8-K: Leadership Update