On September 12, 2019, Histogenics Corporation (the Company or Histogenics) announced that it convened and then adjourned, without
conducting any business, its special meeting of stockholders (the Special Meeting) until Thursday, September 26, 2019 at 9:00 a.m., local time, at which time the Companys stockholders will vote on the proposals to be
considered at the Special Meeting (subject to any potential additional adjournments), including the Companys proposed merger with Ocugen, Inc. (Ocugen). The Special Meeting will be held at the offices of Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP located at One Marina Park Drive, Suite 900, Boston, MA 02210, its original location. The Special Meeting was adjourned in order to solicit additional proxies for the proposals to be presented at the
Special Meeting.
The press release is included as Exhibit 99.1 hereto.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
Additional Information about the Merger and Where to Find It
In connection with the proposed merger pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of April 5, 2019, as amended, by
and among the Company, its wholly-owned subsidiary, Restore Merger Sub, Inc. (Merger Sub) and Ocugen, which provides for the merger (the Merger) of Merger Sub with and into Ocugen, Histogenics has filed with the Securities
and Exchange Commission (the SEC) a registration statement on Form S-4 that contains a prospectus/proxy statement/information statement and other relevant documents concerning the proposed
business combination. The registration statement on Form S-4 was declared effective by the SEC on August 6, 2019. Histogenics mailed the prospectus/proxy statement/information statement to its
stockholders beginning on or around August 12, 2019. Investors and security holders of Histogenics and Ocugen are urged to read the definitive proxy statement/prospectus/information statement and other materials filed or that will be
filed with the SEC because they contain or will contain important information about Histogenics, Ocugen and the Merger. The proxy statement/prospectus/information statement and other relevant materials, and any other documents filed by
Histogenics with the SEC, may be obtained free of charge at the SEC web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Histogenics by directing a written request to:
Histogenics Corporation, c/o Gunderson Dettmer, One Marina Park Drive, Suite 900, Boston, MA 02210, Attention: HSGX Secretary.
No Offer or
Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of
securities in connection with the proposed Merger shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.