Histogenics Corporation Announces $30 Million in Private Placement

Histogenics Corporation has entered into a definitive securities purchase agreement to raise approximately $30 million in a private placement of common stock, Series A Convertible Preferred Stock and warrants exercisable for common stock. The private placement is being led by new healthcare dedicated institutional investors, with participation by certain existing investors.
 
Histogenics expects to use the net proceeds from the private placement to support the development of NeoCart, its cartilage repair therapy, including the completion of the ongoing Phase 3 clinical trial, and for general corporate and working capital purposes. Upon the closing of the private placement, Histogenics expects the proceeds raised in the offering along with its existing cash resources to last through the middle of 2018. Based on Histogenics’ current plans, enrollment in the NeoCart Phase 3 clinical trial will be completed in the second quarter of 2017, with topline data on its one-year primary efficacy endpoint available by the middle of 2018.
 
Pursuant to the terms of the securities purchase agreement, Histogenics has agreed to sell 2,653,553 shares of common stock at a price of $2.25 per share and 24,158.8688 shares of newly created Series A Convertible Preferred Stock, which shares of preferred stock are convertible into approximately 10,679,781 shares of common stock. Purchasers will receive warrants to purchase up to approximately 13,333,334 shares of common stock at an exercise price of $2.25 per share. The warrants will be exercisable following approval of the private placement by Histogenics stockholders and will expire five years from the date of such stockholder approval. The closing of the offering is subject to the satisfaction of customary closing conditions.
 
Affiliates of certain members of Histogenics’ Board of Directors agreed to purchase an aggregate of 283,045 shares of common stock and 2,563.1451 shares of Series A Convertible Preferred Stock in the private placement and will receive warrants to purchase up to 1,422,221 shares of Histogenics’ common stock at an exercise price of $2.25 per share.
 
H.C. Wainwright & Co., LLC served as the sole placement agent in connection with this offering.
 
The securities to be sold in the private placement will not have been registered under the Securities Act of 1933, as amended, or state securities laws as of the time of issuance and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (SEC) or an applicable exemption from such registration requirements. Histogenics has agreed to file one or more registration statements with the SEC registering the resale of the shares of common stock purchased in the private placement and the shares of common stock underlying the warrants and issuable upon conversion of the Series A Convertible Preferred Stock.

Histogenics is a Waltham, Mass.-based regenerative medicine company developing and commercializing products in the musculoskeletal segment of the marketplace. Histogenics’ regenerative medicine platform combines expertise in cell processing, scaffolding, tissue engineering, bioadhesives and growth factors to provide solutions to treat musculoskeletal-related conditions. Histogenics’ first investigational product candidate, NeoCart, is currently in Phase 3 clinical development. NeoCart is an autologous cell therapy designed to treat cartilage defects in the knee using the patient’s own cells. Knee cartilage defects represent a significant opportunity in the United States, with an estimated 500,000 or more applicable procedures each year. NeoCart is designed to exhibit characteristics of articular, hyaline cartilage prior to and upon implantation into the knee and therefore does not rely on the body to make new cartilage, characteristics not exhibited in other current treatment options.