DEF 14A

DEF 14A 1 hsto_def_14a_2023.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

Histogen Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

10655 Sorrento Valley Road, Suite

200 San Diego, CA 92121

NOTICE OF 2023 ANNUAL MEETING OF

STOCKHOLDERS AND PROXY

STATEMENT

Dear Stockholder:

The Annual Meeting of Stockholders (the “Annual Meeting”) of Histogen Inc. (the “Company”) will be held virtually, via live webcast at www.virtualshareholdermeeting.com/HSTO2023, which allows all of our stockholders to participate no matter where they are located, on Tuesday, June 20, 2023, at 8:00 a.m., Pacific time, for the following purposes:

To elect one director to serve as a Class I director for a three-year term to expire at the 2026 annual meeting of stockholders (the “Election of the Director Proposal”);

To approve an amendment to our 2020 Incentive Award Plan (the “2020 Plan”) to increase the number of shares authorized for issuance thereunder by 500,000 shares (the “Stock Plan Amendment Proposal”);

To consider and vote upon the ratification of the selection of Mayer Hoffman McCann P.C. (“MHM) as our independent registered public accounting firm for the fiscal year ending December 31, 2023 (the “Auditor Ratification Proposal”);

To consider and vote upon, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (the “Say on Pay Proposal”); and

To transact such other business as may be properly brought before the meeting or any adjournment or postponement thereof.

The Board unanimously recommends that you vote (i) “FOR” the nominee to the Board named in the Election of Director Proposal; (ii) “FOR” the Stock Plan Amendment Proposal; (iii) “FOR” our Auditor Ratification Proposal; and (vi) “FOR” the “Say on Pay” Proposal.

The foregoing items of business are more fully described in the attached proxy statement, which forms a part of this notice and is incorporated herein by reference. Our Board of Directors (the “Board”) has fixed the close of business on April 27, 2023 as the Record Date for the determination of stockholders entitled to notice of and to vote at the annual meeting or any adjournment or postponement thereof.

Your vote is important. Whether or not you expect to attend our Annual Meeting, we encourage you to read the proxy statement accompanying this notice and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions in the section entitled “General Information About the Annual Meeting and Voting” beginning on page 1 of the proxy statement accompanying this notice. If you plan to attend our Annual Meeting virtually via the live webcast and wish to vote your shares at the virtual meeting, you may do so at any time before the proxy is voted.

All stockholders are cordially invited to attend the meeting virtually.


		By Order of the Board of Directors,

		Steven J. Mento, Ph.D.
		President and Chief Executive Officer
	San Diego, California May 1, 2023

Your vote is important. Please vote your shares whether or not you plan to attend the meeting.

It is important that your shares be represented and voted whether or not you plan to attend the Annual Meeting virtually. Instructions regarding the different methods for voting your shares are provided under the section entitled “General Information About the Annual Meeting and Voting.”

This notice of our Annual Meeting of Stockholders and the accompanying proxy statement and form of proxy are being distributed and made available on or about May 3, 2023.

TABLE OF CONTENTS


	Page

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING	1
PROPOSAL 1: ELECTION OF DIRECTORS	7
PROPOSAL 2: APPROVAL OF AN AMENDMENT TO OUR 2020 INCENTIVE AWARD PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE	18
PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	28
PROPOSAL 4: APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS	30
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	31
EXECUTIVE OFFICERS	33
EXECUTIVE COMPENSATION AND OTHER INFORMATION	34
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	41
STOCKHOLDER PROPOSALS	42
ANNUAL REPORT	42
STOCKHOLDERS SHARING THE SAME ADDRESS	43
OTHER MATTERS	44

10655 Sorrento Valley Road, Suite 200

San Diego, CA 92121

PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON TUESDAY, JUNE 20, 2023

The Board of Directors of Histogen Inc. (the “Company” or “Histogen”) is soliciting the proxies for use at the 2023 Annual Meeting of Stockholders (“Annual Meeting”) to be held virtually, via live webcast at www.virtualshareholdermeeting.com/HSTO2023, which allows all of our stockholders to participate no matter where they are located, on Tuesday, June 20, 2023, at 8:00 a.m., Pacific time, and any postponements or adjournments thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on June 20, 2023.

This proxy statement, the form of proxy card, and our Annual Report on Form 10-K are available electronically at www.virtualshareholdermeeting.com/HSTO2023.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Why did you send me this proxy?

Our 2023 proxy materials and our 2022 Annual Report are accessible at: www.virtualshareholdermeeting.com/HSTO2023.

We sent you this proxy statement and the enclosed proxy card because our Board is soliciting your proxy to vote at the 2023 Annual Meeting of Stockholders. This proxy statement summarizes information related to your vote at the Annual Meeting. All stockholders who find it convenient to do so are cordially invited to attend the Annual Meeting virtually. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or complete and submit your proxy via phone or the internet in accordance with the instructions provided on the enclosed proxy card.

We intend to begin mailing this proxy statement, the attached notice of Annual Meeting and the enclosed proxy card on or about May 3, 2023 to all stockholders of record entitled to vote at the annual meeting.

Stockholders Entitled to Vote?

Only stockholders who own our common stock, par value $0.0001 per share (the “Common Stock”), as of the close of business on April 27, 2023, the record date for the Annual Meeting (the “Record Date”), will be entitled to vote at the Annual Meeting.

How will the shares be voted at the Annual Meeting?

Each share of our Common Stock outstanding on the Record Date entitles the holder thereof to cast one vote on each matter submitted to the stockholders at the Annual Meeting. As of the Record Date, there were 4,271,759 shares of our Common Stock issued and outstanding.

What am I voting on?

There are four proposals scheduled for a vote:

Proposal 1: To elect one director to serve as a Class I director for a three-year term to expire at the 2026 annual meeting of stockholders (the “Election of the Director Proposal”).

Proposal 2: To approve an amendment to our 2020 Incentive Award Plan (the “2020 Plan”) to increase the number of shares authorized for issuance thereunder by 500,000 shares (the “Stock Plan Amendment Proposal”).

Proposal 3: To consider and vote upon the ratification of the appointment of Mayer Hoffman McCann P.C. as our independent registered public accounting firm for the year ending December 31, 2023 (the “Auditor Ratification Proposal”).

Proposal 4: To consider and vote upon, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, or the SEC (the “Say on Pay Proposal”).

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

If your shares are registered directly in your name with our registrar and transfer agent, American Stock Transfer & Trust Company, LLC, you are considered a stockholder of record with respect to those shares and our proxy materials have been made available to you directly by us. If your shares are held in a stock brokerage account, by a bank, broker, or other agent, you are considered the beneficial owner of shares held in street name and our proxy materials are being forwarded to you by your bank, broker, or other agent that is considered the owner of record of those shares. As the beneficial owner, you have the right to instruct your bank, broker, or other agent on how to vote your shares. Since a beneficial owner is not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you obtain a “legal proxy” from the broker, bank, trustee or nominee that holds your shares giving you the right to vote the shares at the meeting. If you are a beneficial owner and do not wish to vote in person or you will not be attending the Annual Meeting, you may vote by following the instructions provided by your broker, bank, trustee, or other nominee.

How do I vote by proxy?

Stockholders of Record: Shares Registered in Your Name

If you are a stockholder of record, there are several ways for you to vote your shares. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure that your vote is counted.

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Via the Internet: If you are a stockholder of record, you may vote at www.proxyvote.com, 24 hours a day, seven days a week by following the Internet voting instructions on your proxy card.

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By Telephone: If you are a stockholder of record, you may vote using a touch-tone telephone by calling 1-800-690-6903, 24 hours a day, seven days a week by following the telephone voting instructions on your proxy card.

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Virtually: This year’s Annual Meeting will be conducted solely online via live webcast. You will be able to attend and participate in the Annual Meeting online and vote your shares electronically during the meeting visiting www.virtualshareholdermeeting.com/HSTO2023 on Tuesday, June 20, 2023, at 8:00 a.m., Pacific time. To be admitted to the Annual Meeting you will need to enter the control number included in your proxy materials at www.virtualshareholdermeeting.com/HSTO2023. There is no physical location for the Annual Meeting. We recommend you log in at least 15 minutes before the meeting to ensure you are logged in when the meeting starts. Further instructions on how to attend and participate online are available at www.virtualshareholdermeeting.com/HSTO2023 and on the proxy card.

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By Mail, if You Requested a Printed Copy of Your Proxy Materials: You may vote using your proxy card by completing, signing, dating and returning the proxy card in the self-addressed, postage-paid envelope provided. If you properly complete your proxy card and send it to us in time to vote, your proxy (one of the individuals named on your proxy card) will vote your shares as you have directed. If you sign the proxy card but do not make specific choices, your shares, as permitted, will be voted as recommended by our Board. If any other matter is presented at the Annual Meeting, your proxy will vote in accordance with his or her best judgment. As of the date of this proxy statement, we knew of no matters that needed to be acted on at the meeting, other than those discussed in this proxy statement.

Beneficial Owners: Shares Registered in the Name of a Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, and requested a printed copy of the proxy materials, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. To vote during the live webcast of the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker or bank included with these proxy materials or contact your broker or bank to request a proxy form.

May I revoke my proxy?

If you give us your proxy, you may revoke it at any time before it is exercised. You may revoke your proxy in any one of the three following ways:

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you may grant a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method);

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you may notify our corporate secretary, Susan A. Knudson, in writing before the Annual Meeting that you have revoked your proxy by mailing a written notice of revocation to the attention of Susan A. Knudson, Histogen Inc., 10655 Sorrento Valley Road, Suite 200, San Diego, CA 92121; or

•

you may vote during the live webcast of the Annual Meeting.

Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares held in street name, you may change your vote by submitting new voting instructions to your broker, bank, trustee, or nominee following the instructions they provided or, if you have obtained a legal proxy from your broker, bank, trustee, or nominee giving you the right to vote your shares, by attending the Annual Meeting and voting in person at the virtual meeting

What constitutes a quorum?

The presence at the Annual Meeting, virtually or by proxy, of holders representing one-third (1/3) of the voting power of the capital stock issued and outstanding and entitled to vote as of April 27, 2023 constitutes a quorum at the meeting, permitting us to conduct our business. For purposes of the Annual Meeting, a quorum requires 1,423,920 shares, or thirty-three and one-third percent (33 1/3 %) of the voting power of our Common Stock issued and outstanding and entitled to vote at the Annual Meeting.

What vote is required to approve each proposal?

Proposal 1: Election of a Class I Director. The election of the director requires a plurality vote of the shares of our common stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon to be approved. “Plurality” means that the nominee who receives the largest number of votes cast “FOR” is elected as a director. With respect to the election of a Class I director, you may either vote “For” or you may “Withhold” your vote for the nominee. The nominee who receives the most “For” votes (among votes properly cast in person or by proxy) will be elected. Only votes “For” or “Withheld” will affect the outcome.

Proposal 2: Approval of an Amendment to our 2020 Incentive Award Plan. With respect to the Stock Plan Amendment Proposal, you may vote “For” or “Against” or abstain from voting. The approval of the Stock Plan Amendment Proposal must receive “For” votes from a majority of the voting power of the votes cast affirmatively or negatively on the proposal (excluding abstentions).

Proposal 3: Ratification of Independent Registered Public Accounting Firm. With respect to the Auditor Ratification Proposal, you may vote “For” or “Against” or abstain from voting. The ratification of the appointment of Mayer Hoffman McCann P.C. must receive “For” votes from a majority of the voting power of the votes cast affirmatively or negatively on the proposal (excluding abstentions).

Proposal 4: Approval of the Compensation of the Named Executive Officers. With respect to the Say on Pay Proposal, you may vote “For” or “Against” or abstain from voting. The approval of the compensation of the named executive officers must receive “For” votes from a majority of the voting power of the votes cast affirmatively or negatively on the proposal (excluding abstentions).

Voting results will be tabulated and certified by the inspector of election appointed for the Annual Meeting.

How will my shares be voted if I do not specify how they should be voted?

If you are a stockholder of record and you indicate when voting on the Internet or by telephone that you wish to vote as recommended by our Board, then your shares will be voted at the Annual Meeting in accordance with our Board of Director’s recommendation on all matters presented for a vote at the Annual Meeting. Similarly, if you requested a printed copy of the proxy materials and sign and return a proxy card but do not indicate how you want to vote your shares for a particular proposal or for all of the proposals, then for any proposal for which you do not so indicate, your shares will be voted in accordance with our Board of Director’s recommendation.

If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, then, the organization that holds your shares may generally vote your shares in their discretion on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on that matter with respect to your shares. This is generally referred to as a “broker non-vote.”

What is the effect of withheld votes, abstentions, and broker non-votes?

Shares of common stock held by persons attending the Annual Meeting virtually, but not voting, and shares represented by proxies that reflect withheld votes or abstentions as to a particular proposal, will be counted as present for purposes of determining the presence of a quorum. Abstentions are not an affirmative or negative vote on a proposal, so abstaining does not count as a vote cast and has no effect for purposes of determining whether our stockholders have approved the amendment to our 2020 Plan (Proposal 2), whether our stockholders have ratified the appointment of Mayer Hoffman McCann P.C., our independent registered public accounting firm (Proposal 3) or the compensation of the named executive officers (Proposal 4). In addition, because the election of directors (Proposal 1) is determined by a plurality of votes cast, withheld votes or abstentions will not be counted in determining the outcome of such proposal.

Shares represented by proxies that reflect a broker non-vote will be counted for purposes of determining whether a quorum exists. As discussed above, a broker non-vote occurs when an organization holding shares for a beneficial owner has not received instructions from the beneficial owner and does not have discretionary authority to vote the shares for certain non-routine matters. With regard to the election of directors (Proposal 1), the amendment to our 2020 Plan (Proposal 2) and the advisory vote to approve the compensation of the named executive officers (Proposal 4), which are considered non-routine matters, broker non-votes, will not be counted as votes cast and will have no effect on the result of the vote. However, ratification of the appointment of Mayer Hoffman McCann P.C. (Proposal 3) is considered a routine matter on which a broker or other nominee has discretionary authority to vote. Accordingly, no broker non-votes will likely result from this proposal.

Who is paying the costs of soliciting these proxies?

We will pay all of the costs of soliciting these proxies. The Company has engaged a proxy solicitation firm, Kingsdale Shareholder Services, U.S. LLC, 745 Fifth Avenue, Fifth Floor, New York, New York, 10151, and may conduct further solicitation personally, by telephone or by facsimile with the assistances of our officers, directors, and regular employees, none of whom will receive additional compensation for assisting with the solicitation. The Company expects that the out-of-pocket costs associated with solicitation of proxies will be approximately $14,500. We will also ask banks, brokers and other institutions, nominees, and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their expenses. Our costs for forwarding proxy materials will not be significant.

How do I obtain an Annual Report on Form 10-K?

If you would like a copy of our Annual Report on Form 10-K for the year ended December 31, 2022 that we filed with the SEC, we will send you one without charge. Please write to:

Histogen Inc.

10655 Sorrento Valley Road, Ste 200

San Diego, CA 92121

Attn: Corporate Secretary

All of our SEC filings are also available free of charge in the “Investors—Financial Information” section of our website at www.histogen.com.

How can I find out the results of the voting at the annual meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in our current report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

What is the merger?

On January 28, 2020, the Company, then operating as Conatus Pharmaceuticals Inc., entered into an Agreement and Plan of Merger and Reorganization, as amended, with privately-held Histogen Inc. (“Private Histogen”) and Chinook Merger Sub, Inc., a wholly-owned subsidiary of Conatus (“Merger Sub”). Under the Merger Agreement, Merger Sub merged with and into Private Histogen, with Private Histogen surviving as a wholly-owned subsidiary of the Company (the “Merger”). On May 26, 2020, the Merger was completed. Pre-Merger Conatus (“Conatus”) changed its name to Histogen Inc., and Private Histogen, which remains as a wholly-owned subsidiary of the Company, changed its name to Histogen Therapeutics Inc. On May 27, 2020, the combined Company’s common stock began trading on The Nasdaq Capital Market under the ticker symbol “HSTO”.

PROPOSAL 1:

ELECTION OF A CLASS I DIRECTOR

Our Board is divided into three classes, with one class of our directors standing for election each year, generally for a three-year term. Directors for each class are elected at the annual meeting of stockholders held in the year in which the term for their class expires and hold office until their resignation or removal or their successors are duly elected and qualified. In accordance with our amended and restated certificate of incorporation and amended and restated bylaws, our Board may fill existing vacancies on the Board by appointment.

The term of office of our Class I director, Daniel L. Kisner, M.D., will expire at the 2023 Annual Meeting. The nominee for a Class I director for election at the 2023 Annual Meeting is Daniel L. Kisner, M.D. If Dr. Kisner is elected at the 2023 Annual Meeting, he will be elected to serve for a three-year term that will expire at our 2026 annual meeting of stockholders and until his successor is elected and qualified.

If no contrary indication is made, proxies in the accompanying form are to be voted for Dr. Kisner or in the event that Dr. Kisner is not a candidate or is unable to serve as a director at the time of the election (which is not currently expected), for any nominee who is designated by our Board to fill the vacancy.

Dr. Kisner currently serves as our Chairman of the Board. He brings to the Board significant leadership experience in the biotechnology and biopharmaceutical industries derived from his professional experience and service as an executive or board member of other public corporations, including experience as the Chairman of other public company Boards of Directors. The process undertaken by the Nominating and Corporate Governance Committee in recommending qualified director candidates is described below under “Director Nomination Process.” Certain individual qualifications and skills of our directors that contribute to the Board’s effectiveness as a whole are described in the following paragraphs.

Information Regarding Directors

The information set forth below as to the directors and nominees for director has been furnished to us by the directors and nominees for director:

Nominee for Election to the Board of Directors for a Three-Year-Term Expiring at the

2026 Annual Meeting of Stockholders (Class I)


Name	Age	Present Position with Histogen Inc.
Daniel L. Kisner, M.D.	76	Non-Executive Chairman of the Board

Daniel L. Kisner, M.D. is our Non-Executive Chairman of the Board and a member of our Compensation Committee. He has served as a member of our board of directors since February 2014. He currently serves as an independent consultant in the life science industry. He was a partner at Aberdare Ventures from 2003 to 2011. Dr. Kisner served as Chairman of the Board of Directors of Caliper Life Sciences from 2002 to 2008, and as President and CEO of its predecessor company, Caliper Technologies, from 1999 to 2002. He held positions of increasing responsibility at Isis Pharmaceuticals, Inc., from 1991 to 1999, most recently as President and COO. Dr. Kisner previously served in pharmaceutical research and development executive positions at Abbott Laboratories from 1988 to 1991 and at SmithKline Beckman Laboratories from 1985 to 1988. He held a tenured faculty position in the Division of Medical Oncology at the University of Texas, San Antonio School of Medicine until 1985 after a five-year advancement through the Cancer Treatment Evaluation Program of the National Cancer Institute. Dr. Kisner is board certified in internal medicine and medical oncology. Dr. Kisner holds a B.A. from Rutgers University and an M.D. from Georgetown University. Dr. Kisner currently serves as a director at Zynerba Pharmaceuticals, Dynavax Technologies Corporation and Oncternal Therapeutics, and has extensive prior private and public company board experience, including serving as Chairman of the Board of Directors at Tekmira Pharmaceuticals. We believe Dr. Kisner is qualified to serve on our board of directors because of his extensive leadership experience in the biotechnology and biopharmaceutical industries and as a venture capital investor.

Members of the Board of Directors Continuing in Office Term Expiring at the

2024 Annual Meeting of Stockholders (Class II)


Name	Age	Present Position with Histogen Inc.
Rochelle Fuhrmann	53	Director
Jonathan Jackson	61	Director
Susan R. Windham-Bannister, Ph.D.	71	Director

Rochelle Fuhrmann has served as a member of our Board and Chair of the Audit Committee since March 2021 and a member of our Nominating and Corporate Governance Committee since July 2022. Ms. Fuhrmann currently serves as Chief Financial Officer of Maternal Newborn Health Innovations, PBC (MNHI) a public benefit corporation mobilized to address maternal and newborn health needs through innovation. Prior to joining MNHI in October 2022, Ms. Fuhrmann was the Vice President Audit and Enterprise Risk Management at Becton Dickinson (“BD”). In this role, she led an international team of audit professionals in the review of processes and controls. She also had 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 served 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, 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 Chair 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. We believe Ms. Fuhrmann is qualified to serve on our Board based on her significant financial expertise and operational experience.

Jonathan Jackson is a member of our Board of Directors. He has served as a member of our Board of Directors since the Merger in May 2020, served as a member of the Compensation Committee and Nominating and Corporate Governance Committee until July 2022 and previously served as a director of Private Histogen from December 2010 until the Merger. A few years after completing his degree in Business Management in London, Mr. Jackson set up his own company to develop commercial real estate in Central Europe. Over the last 20 years, he has currently under development and developed more than 6,000,000 square feet of space. Since selling a portfolio of completed assets in early 2007 in one of the largest deals in Central Europe, Mr. Jackson has diversified and invested over $15M in different business sectors, both in the USA and Europe, with great success. We believe Mr. Jackson is qualified to serve on our Board based on the depth and diversity of his experience in business management and investment banking.

Susan R. Windham-Bannister, Ph.D. is our director, Chair of the Nominating and Corporate Governance Committee and a member of our Audit Committee. She has served as a member of our Board since March 2021. Dr. Windham-Bannister currently serves as President and CEO of Biomedical Growth Strategies., LLC a strategic advisory firm serving the healthcare industry. Dr. Windham-Bannister currently serves as President and CEO of Biomedical Growth Strategies, LLC, a strategic advisory firm providing market access and growth optimization advisory services to the life sciences industry. From 2008-2015, Dr. Windham-Bannister served as founding President and Chief Executive Officer of the Massachusetts Life Sciences Initiative, launched by former Massachusetts Governor Deval Patrick where she led this $1 billion healthcare dedicated investment fund. She has been recognized by Biosphere as one of the “10 most prominent African American Leaders in Life Sciences” and by the Boston Globe as one of the “10 Most Influential Women in Biotech.” She is widely credited with formulating the investment strategy that transformed Massachusetts from a leading life sciences research hub to a global sciences innovation and business hub, where science is translated from academic labs, developed, and commercialized in Massachusetts. Dr. Windham-Bannister is the immediate Past Chair of the National Governing Board of the Association for Women in Science (AWIS). She is Chair of the board of directors of BioscienceLA, which is the innovation catalyst for life sciences in the greater Los Angeles region, she is a board member and a member of the Compensation Committee of LabCentral in Cambridge, MA, a first-of-its-kind shared laboratory space designed as a launchpad for high-potential life-sciences and biotech startups, and she also serves on the boards of Humacyte Inc. and Aridis Inc. She received a Doctorate in Health Policy and Management from the Florence Heller School at Brandeis University, and a Doctor of Science from Worcester Polytechnic Institute (honoris causa). Dr. Windham-Bannister was a Post-Doctoral Fellow at Harvard

University’ s John F. Kennedy School and a Fellow in the Center for Science and Policy (CSAP) at Cambridge University, Cambridge, England. She completed her doctoral work at the Heller School under a fellowship from the Ford Foundation. We believe that Dr. Windham-Bannister possesses specific attributes that qualify her to serve as a member of the Company’s Board, including her past experiences as Chair of the National Governing Board of the Association for Women in STEM, President and CEO of the Massachusetts Life Sciences Center (MLSC), Fellow in the Center for Science and Policy (CSAP) at Cambridge University, Cambridge, England, and having been recognized by the Boston Globe as one of the “10 Most Influential Women in Biotech.”

Members of the Board of Directors Continuing in Office Term Expiring at the

2025 Annual Meeting of Stockholders (Class III)


Name	Age	Present Position with Histogen Inc.
Steven J. Mento, Ph.D.	71	President and Chief Executive Officer
David H. Crean, Ph.D.	58	Director
Brian M. Satz	50	Director

Steven J. Mento, Ph.D. has served as our President and Chief Executive Officer since March 2023 and previously served as our President and Interim Chief Executive Officer since November 2021. He served as our Executive Chairman and Interim President and CEO from November 2021 to March 2023, and he has served as a member of our Board since July 2005. Dr. Mento was one of Conatus’ co-founders and served as Conatus’ President and Chief Executive Officer from July 2005 until the merger. From July 2005 until December 2012, Dr. Mento also served as chairman of Conatus’ board of directors. Dr. Mento has over 30 years of combined experience in the biotechnology and pharmaceutical industries. From 1997 to 2005, Dr. Mento was President, Chief Executive Officer and a member of the board of directors of Idun Pharmaceuticals, Inc. Dr. Mento guided Idun during its transition from a discovery focused organization to a drug development company with multiple products in or near human clinical testing. In April 2005, Idun was sold to Pfizer Inc. Previously, Dr. Mento served as President of Chiron Viagene, Inc. (subsequently Chiron Technologies, Center for Gene Therapy), and Vice President of Chiron Corporation from 1995 to 1997. Dr. Mento was Vice President of R&D at Viagene from 1992 to 1995. Prior to Viagene, Dr. Mento held various positions at American Cyanamid Company from 1982 to 1992. His last position was Director of Viral Vaccine Research and Development at Lederle-Praxis Biologicals, a business unit of American Cyanamid. Dr. Mento previously served on the board of directors of Sangamo Biosciences, Inc., BIO, BIO Emerging Company Section Governing Body and BIO Health Section Governing Body, and currently serves on the boards of directors of Dermata Therapeutics, BIOCOM and various academic and charitable organizations. Dr. Mento holds a B.A. in Microbiology from Rutgers College, and an M.S. and Ph.D. both in Microbiology from Rutgers University. We believe Dr. Mento is qualified to serve on our Board because of his extensive knowledge of Conatus’ business prior to the merger, as well as his over 30 years of experience in the biotechnology and pharmaceutical industries, including executive leadership in several pharmaceutical companies.

David H. Crean, Ph.D. is our director and a member of our Audit and Compensation Committees. He has been a member of our Board since the merger in May 2020, served as Chairman of the Board from May 2020 to November 2021, and served as Lead Independent Director from November 2021 to March 2023. He also served as the Chairman of the Audit Committee from January to March 2021 and previously as a director at Histogen from March 2018 until May 2020. Dr. Crean is Managing General Partner of Coast BioVentures LLC, a life sciences investment fund, and a Managing Partner with Cardiff Advisory, LLC where he leads the firm’s strategic and financial advisory service practice focusing on mergers and acquisitions (M&A), partnering transactions and capital financing of life science and healthcare companies. From 2015-2020, he was Managing Director for Objective Capital Partners, LLC driving Objective’s practice in the healthcare and life sciences sectors. He currently serves on the board of directors for Paracrine, Inc., Almon Therapeutics, California Life Sciences (CLS) as a member of the Executive Committee and Board of Directors, and BIOCOM California’ s Board of Governors. He was previously the Chairman of the Board for Phoenix Molecular Designs. He is a venture partner and on the investment committee with SunCoast Ventures and a limited partner with Mesa Verde Venture Partners, both leading life sciences venture funds. Dr. Crean holds FINRA Series 79 and Series 63 licenses and is a Registered Investment Banking Representative of BA Securities LLC, Member FINRA SIPC. He holds a Masters of Business Administration (MBA) Degree with a finance concentration from Pepperdine University Graziadio School of Management. Additionally, he holds a Doctorate of Philosophy (Ph.D.) Degree in Biophysics and a Masters of Science (MS) Degree in Oncology from the State University of New York at Buffalo. He earned a Bachelor of Science (BS) Degree in Biology/ Pre-Med from Canisius College. We

believe Dr. Crean is qualified to serve on our Board based on his over 25 years of life sciences R&D and corporate development transactional experience in the pharmaceutical industry, during which he was responsible for leading mergers, acquisitions, licensing and collaborations and establishing corporate strategy.

Brian Satz is our director, Chair of the Compensation Committee, and a member of the Nominating and Corporate Governance Committee. He has served as a member of our Board of Directors since the Merger in May 2020 and previously served as a director of Private Histogen from November 2012 until the Merger. In addition to Histogen, Mr. Satz is an attorney and founder of Satz Law Group LLC in Fairfield, New Jersey. Mr. Satz has extensive experience representing clients in all aspects of corporate and commercial transactions as well as their day-to-day business matters. In particular, he has advised numerous investors and businesses in the biotech and life sciences industries and has been involved in the financing of many early stage companies. Prior to the founding of Satz Law Group, Mr. Satz spent the vast majority of his career working at large New York City based law firms. Mr. Satz also serves as a member of the Board of Directors of American Friends of Sentebale Foundation. We believe Mr. Satz is qualified to serve on our Board based on his ability to contribute to the board’s understanding of legal matters related to the company’s business, as well as Mr. Satz’s broader management experience.


Board Diversity Matrix (as of April 27, 2023)
Board Size:
Total Number of Directors	7
	Female		Male	Non-Binary	Did Not Disclose Gender
Gender:
Directors	2	5		-	-
Number of Directors who identify in Any of the Categories Below:
African American or Black	1	0
Alaskan Native or Native American	-	-
Asian	-	-
Hispanic or Latinx	-	-
Native Hawaiian or Pacific Islander	-	-
White	1	5
Two or More Races or Ethnicities	-	-
LGBTQ+	-	-
Demographic Background Undisclosed	-	-

Board Independence

Under the rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors within a specified period of the completion of such company’s initial public offering. Our Board has determined that each of Rochelle Fuhrmann, Susan R. Windham-Bannister, Ph.D., David H. Crean, Ph.D., Brian M. Satz, and Daniel L. Kisner, M.D., representing five of our seven directors, are independent directors within the meaning of the applicable Nasdaq Stock Market LLC, or Nasdaq, listing standards. Steven J. Mento, Ph.D., our President, Chief Executive Officer and Director, and Jonathan Jackson, our director, are not considered an “independent director” within the meaning of applicable Nasdaq listing standards.

Board Leadership Structure

Our Board currently has five independent directors and one employee director. Our Board is currently led by its Non-Executive Chairman, Daniel L. Kisner, M.D. Our Board recognizes that it is important to determine an optimal board leadership structure to ensure independent oversight of management as the Company continues to grow. We separate the roles of President and Chief Executive Officer and Non-Executive Chairman of the Board in recognition of the differences between the two roles. The President and Chief Executive Officer is responsible for setting the strategic direction for the Company in conjunction with the Board and the day-to-day leadership and performance of the Company, while the Non-Executive Chairman of the Board provides guidance to the President and Chief Executive Officer. We believe that this separation of responsibilities provides a balanced approach to managing the Board and

overseeing the Company. Our Board has concluded that our current leadership structure is appropriate at this time. However, our Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

The Board’s Role in Risk Oversight

Our Board has responsibility for the oversight of the Company’s risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from board committees and members of senior management to enable our board to understand the Company’s risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic, cybersecurity and reputational risk.

The Audit Committee reviews information regarding liquidity and operations and oversees our management of financial risks. Periodically, the Audit Committee reviews our policies with respect to risk assessment, risk management, loss prevention and regulatory compliance. Oversight by the Audit Committee includes direct communication with our external auditors, and discussions with management regarding significant risk exposures and the actions management has taken to limit, monitor or control such exposures. The Compensation Committee is responsible for assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking. The Nominating and Corporate Governance Committee manages risks associated with the independence of our Board, corporate disclosure practices and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board is regularly informed through committee reports about such risks. Matters of significant strategic risk are considered by our Board as a whole.

Oversight of Cybersecurity Risk

We understand the importance of cybersecurity and have taken action to protect our systems and data. We maintain our cybersecurity infrastructure through a number of security measures including our internal policies and procedures, business processes, and software technology tools to control and monitor our systems and security. Our Audit Committee has oversight responsibility over our cybersecurity measures.

ESG Oversight

We are committed to prioritizing environmental, social, and governance (“ESG”) issues. Our Board works closely with our management team to promote awareness of ESG issues and to integrate ESG promotion into our long-term business strategy.

Board of Directors Meetings

During fiscal year 2022, our Board met twelve times, including telephonic meetings. In that year, each director attended at least 75% of the aggregate of (i) the total number of meetings of our Board held during the period for which he/she served as a director and (ii) the total number of meetings held by all committees of our Board on which he/she served during the periods that he/she served.

Committees of the Board of Directors

We have three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each of these committees has a written charter approved by our Board. A copy of each charter can be found under the “Investors—Corporate Governance” section of our website at www.histogen.com.

Audit Committee

The Audit Committee of our Board currently consists of Rochelle Fuhrmann (Chair and Audit Committee Financial Expert), David H. Crean, Ph.D. (Audit Committee Financial Expert) and Susan R. Windham-Bannister, Ph.D. The Audit Committee met four times during fiscal year 2022, including telephonic meetings.

Our Board has determined that all members of the Audit Committee are independent directors, as defined in the Nasdaq qualification standards and by Section 10A of Securities and Exchange Act of 1934, as amended, or the Exchange Act. In addition, our Board has determined that Ms. Fuhrmann and Dr. Crean each qualify as an “audit committee financial expert” as that phrase is defined under the regulations promulgated by the SEC. The Audit Committee is governed by a written charter adopted by our Board. Our Audit Committee is responsible for overseeing our accounting and financial reporting processes and audits of our consolidated financial statements on behalf of our Board. The specific powers and responsibilities of our Audit Committee include, among other things:

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appointing and retaining our independent registered public accounting firm;

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evaluating the qualifications, independence and performance of our independent registered accounting firm;

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approving the audit and non-audit services to be performed by our independent registered public accounting firm;

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reviewing the design, implementation, adequacy and effectiveness of our internal accounting controls and our critical accounting policies;

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discussing with management and the independent registered public accounting firm the results of our annual audit and the review of our quarterly unaudited financial statements;

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reviewing with management and our independent registered public accounting firm our annual and quarterly reports to be filed with the SEC;

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reviewing, overseeing and monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;

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reviewing on a periodic basis, or as appropriate, any investment policy and recommending to our board any changes to such investment policy;

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reviewing with management and our independent registered public accounting firm any earnings announcements and other public announcements regarding our results of operations;

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preparing the report that SEC rules require be included in our annual proxy statement;

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reviewing and approving any related party transactions and reviewing and monitoring compliance with our code of conduct and ethics; and

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reviewing and evaluating, at least annually, the performance of the audit committee and its members including compliance of the audit committee with its charter.

Both our external auditor and internal financial personnel meet privately with the audit committee and have unrestricted access to this committee.

Compensation Committee

The Compensation Committee of our Board currently consists of Brian Satz (Chair), Daniel Kisner, M.D. and David Crean, Ph.D. The Compensation Committee met five times during fiscal year 2022.

Our Board has determined that all members of the Compensation Committee are independent directors, as defined in applicable Nasdaq and SEC qualification standards. Each member of the Compensation Committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code. The Compensation Committee is governed by a written charter approved by our Board. Our Compensation Committee reviews and approves policies relating to

compensation and benefits of our officers and employees, corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers, evaluates the performance of these officers in light of those goals and objectives and approves the compensation of these officers based on such evaluations. Typically, our Chief Executive Officer makes recommendations to our Compensation Committee, often attends committee meetings and is involved in the determination of compensation for the respective executive officers who report to him, except that the Chief Executive Officer does not make recommendations as to his own compensation. In addition, under the Compensation Committee’s charter, the Compensation Committee may retain or obtain the advice of any compensation consultant, legal counsel, or other advisor as the Compensation Committee deems necessary or appropriate to carry out its responsibilities, only after taking into consideration the factors required by any applicable requirements of the Exchange Act and Nasdaq rules. For the year ended December 31, 2022, the Compensation Committee engaged Compensia Inc. (“Compensia”) for benchmarking information and executive compensation assessment. The Compensation Committee has determined, and Compensia has affirmed, that Compensia’s work does not present any conflicts of interest and that Compensia is independent. In reaching these conclusions, the Compensation Committee considered the factors set forth in Exchange Act Rule 10C-1 and Nasdaq listing standards. The Compensation Committee also reviews and approves the issuance of stock options and other awards under our equity plan. The Compensation Committee reviews and evaluates, at least annually, its performance, including compliance by the Compensation Committee with its charter.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee of our Board currently consists of Susan R. Windham-Bannister, Ph.D. (Chair), Brian Satz and Rochelle Fuhrmann. Jonathan Jackson served as a member of the Nominating and Corporate Governance Committee until July 2022. The Nominating and Corporate Governance Committee met three times during fiscal year 2022.

Our Board has determined that all members of the Nominating and Corporate Governance Committee are independent directors, as defined in applicable Nasdaq and SEC qualification standards, and Conatus’ board of directors previously determined that all members of the Nominating and Corporate Governance Committee pre-merger were independent directors, as defined in applicable Nasdaq and SEC qualification standards during their terms of service on the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is governed by a written charter approved by our Board. The Nominating and Corporate Governance Committee is responsible for assisting our Board in discharging our Board’s responsibilities regarding the identification of qualified candidates to become board members, the selection of nominees for election as directors at our annual meetings of stockholders (or special meetings of stockholders at which directors are to be elected), and the selection of candidates to fill any vacancies on our Board and any committees thereof. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our corporate governance policies, reporting, and making recommendations to our Board concerning governance matters and oversight of the evaluation of our Board.

Report of the Audit Committee of the Board of Directors

The Audit Committee oversees the Company’s financial reporting process on behalf of our Board. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements in the Company’s Annual Report with management, including a discussion of any significant changes in the selection or application of accounting principles, the reasonableness of significant judgments, the clarity of disclosures in the financial statements and the effect of any new accounting initiatives.

The Audit Committee reviewed with Mayer Hoffman McCann P.C. (“MHM”), which is responsible for expressing an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards and the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee has discussed with MHM its independence from management and the company, has received from MHM the written disclosures and the letter required by applicable requirements of the PCAOB regarding MHM’s communications with the Audit Committee concerning independence, and has considered the compatibility of non-audit services with the auditors’ independence.

The Audit Committee met with MHM to discuss the overall scope of its services, the results of its audit and reviews, its evaluation of the company’s internal controls and the overall quality of the Company’s financial reporting. MHM, as the Company’s independent registered public accounting firm, also periodically updates the Audit Committee about new accounting developments and their potential impact on the Company’s reporting. The Audit Committee’s meetings with MHM were held with and without management present. The Audit Committee is not employed by the Company, nor does it provide any expert assurance or professional certification regarding the Company’s financial statements.

The Audit Committee relies, without independent verification, on the accuracy and integrity of the information provided, and representations made, by management and the Company’s independent registered public accounting firm.

In reliance on the reviews and discussions referred to above, the Audit Committee has recommended to the Company’s Board that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2022. The Audit Committee and the Company’s Board also have recommended, subject to stockholder approval, the ratification of the appointment of MHM as the Company’s independent registered public accounting firm for 2023.

This report of the Audit Committee is not “soliciting material,” shall not be deemed “filed” with the SEC and shall not be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.

The foregoing report has been furnished by the Audit Committee.

Submitted by the Audit Committee of the Board of
Directors 

Rochelle Fuhrmann (Chair)

David Crean, Ph.D.

Susan R. Windham-Bannister, Ph.D.

Compensation Committee Interlocks and Insider Participation

Brian Satz (Chair), David H. Crean, Ph.D. and Daniel Kisner, M.D. serve as members of our Compensation Committee. Jonathan Jackson previously served as a member of our Compensation Committee until July 2022. None of the members of our Compensation Committee during fiscal year 2022 has ever been one of our officers or employees. None of our executive officers currently serves, or has served, as a member of the Board or compensation committee of any entity that had one or more executive officers serving as a member of our Board or Compensation Committee during fiscal year 2022.

Director Nomination Process

Director Qualifications

In evaluating director nominees, the Nominating and Corporate Governance Committee will consider among other things the following factors:

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personal and professional integrity, ethics and values;

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experience in corporate management, such as serving as an officer or former officer of a publicly held company;

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strong finance experience;

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experience relevant to the Company’s industry;

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experience as a board member of another publicly held company;

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relevant academic expertise or other proficiency in an area of our business operations;

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diversity of expertise and experience in substantive matters pertaining to our business relative to other board members;

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diversity of background and perspective, including with respect to age, gender, race, place of residence and specialized experience;

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practical and mature business judgment, including, but not limited to, the ability to make independent analytical inquiries; and

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any other relevant qualifications, attributes or skills.

The Nominating and Corporate Governance Committee’s goal is to assemble a Board that brings to the Company a variety of perspectives and skills derived from high quality business and professional experience. Moreover, the Nominating and Corporate Governance Committee believes that the background and qualifications of the Board, considered as a group, should provide a significant mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. Nominees are not discriminated against on the basis of race, religion, national origin, sexual orientation, disability or any other basis proscribed by law.

Other than the foregoing criteria for director nominees, the Nominating and Corporate Governance Committee has not adopted a formal policy with respect to a fixed set of specific minimum qualifications for its candidates for membership on the Board. The Nominating and Corporate Governance Committee may consider such other facts, including, without limitation, diversity, as it may deem are in the best interests of the Company and its stockholders. The Nominating and Corporate Governance Committee does, however, believe it is appropriate for at least one, and, preferably, several, members of our Board to meet the criteria for an “audit committee financial expert” as that phrase is defined under the regulations promulgated by the SEC, and that a majority of the members of our Board be independent as required under the Nasdaq qualification standards. The Nominating and Corporate Governance Committee also believes it is appropriate for our Interim President and Chief Executive Officer to serve as a member of our Board. Our directors’ performance and qualification criteria are reviewed annually by the Nominating and Corporate Governance Committee.

Identification and Evaluation of Nominees for Directors

The Nominating and Corporate Governance Committee identifies nominees for director by first evaluating the current members of our Board willing to continue in service. Current members with qualifications and skills that are consistent with the Nominating and Corporate Governance Committee’s criteria for board of director service and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of our Board with that of obtaining a new perspective or expertise.

If any member of our Board does not wish to continue in service or if our Board decides not to re-nominate a member for re-election, the Nominating and Corporate Governance Committee identifies the desired skills and experience of a new nominee in light of the criteria above. The Nominating and Corporate Governance Committee generally polls our Board and members of management for their recommendations. The Nominating and Corporate Governance Committee may also review the composition and qualification of the boards of directors of our competitors and may seek input from industry experts or analysts. The Nominating and Corporate Governance Committee reviews the qualifications, experience and background of the candidates. Final candidates are interviewed by the members of the Nominating and Corporate Governance Committee and by certain of our other independent directors and executive management. In making its determinations, the Nominating and Corporate Governance Committee evaluates each individual in the context of our Board as a whole, with the objective of assembling a group that can best contribute to the success of our Company and represent stockholder interests through the exercise of sound judgment. After review and deliberation of all feedback and data, the Nominating and Corporate Governance Committee makes its recommendation to our Board.

The Nominating and Corporate Governance Committee evaluates nominees recommended by stockholders in the same manner as it evaluates other nominees. We have not received director candidate recommendations from our stockholders and do not have a formal policy regarding consideration of such recommendations. However, any recommendations received from stockholders will be evaluated in the same manner that potential nominees suggested by board members, management or other parties are evaluated. We do not intend to treat stockholder recommendations in any manner different from other recommendations.

Under our amended and restated bylaws, a stockholder wishing to suggest a candidate for director should write to our corporate secretary and provide such information about the stockholder and the proposed candidate as is set forth in our amended and restated bylaws and as would be required by SEC rules to be included in a proxy statement. In addition, the stockholder must include the consent of the candidate and describe any arrangements or undertakings between the stockholder and the candidate regarding the nomination. In order to give the Nominating and Corporate Governance Committee sufficient time to evaluate a recommended candidate and include the candidate in our proxy statement for the 2024 annual meeting, the recommendation should be received by our corporate secretary at our principal executive offices in accordance with our procedures detailed in the section below entitled “Stockholder Proposals.”

Director Attendance at Annual Meetings

Although our Company does not have a formal policy regarding attendance by members of our Board at our Annual Meeting, we encourage all of our directors to attend. Five of our current directors that were on our Board in 2022 attended our 2022 annual meeting of stockholders.

Communications with our Board of Directors

Stockholders seeking to communicate with our Board should submit their written comments to our corporate secretary, Histogen Inc., 10655 Sorrento Valley Road, Suite 200, San Diego, CA 92121. The corporate secretary will forward such communications to each member of our Board; provided that, if in the opinion of our corporate secretary it would be inappropriate to send a particular stockholder communication to a specific director, such communication will only be sent to the remaining directors (subject to the remaining directors concurring with such opinion).

Corporate Governance

Our Company’s Code of Business Conduct and Ethics, Corporate Governance Guidelines, Audit Committee Charter, Compensation Committee Charter and Nominating and Corporate Governance Committee Charter are available, free of charge, on our website at www.histogen.com. Please note, however, that the information contained on the website is not incorporated by reference in, or considered part of, this proxy statement. We will also provide copies of these documents as well as our Company’s other corporate governance documents, free of charge, to any stockholder upon written request to Histogen Inc., 10655 Sorrento Valley Road, Suite 200, San Diego, CA 92121.

Director Compensation

We compensate non-employee members of the Board for their service. Directors who are also employees do not receive cash or equity compensation for service on the Board in addition to compensation payable for their service as our employees. The non-employee members of our Board are also reimbursed for travel, lodging and other reasonable expenses incurred in attending Board or committee meetings.

Under our non-employee director compensation policy, we provide cash compensation in the form of an annual retainer of $40,000 for each non-employee director. In addition, the non-employee Chair of the Board receives an additional annual retainer of $30,000. To our non-employee directors, we also pay an additional annual retainer of $15,000 to the Chair of our Audit Committee, $7,500 to other directors who serve on our Audit Committee, $10,000 to the Chair of our Compensation Committee, $6,000 to other directors who serve on our Compensation Committee, $7,000 to the Chair of our Nominating and Corporate Governance Committee, and $3,500 to other directors who serve on our Nominating and Corporate Governance Committee.

Also under our non-employee director compensation policy, any non-employee director who is first elected to the Board is granted an option to purchase 1,500 shares of our common stock on the date of his or her initial election to the Board. Such options have an exercise price per share equal to the fair market value of our common stock on the date of grant. In addition, non-employee directors who (1) have been serving on the Board for at least six months as of the date of any annual meeting and (2) will continue to serve immediately following such meeting, receive a grant of options to purchase 1,000 shares of our common stock, and a non-employee director serving as Chair of the Board will receive a grant of options to purchase an additional 1,250 shares of our common stock.

The initial options granted to non-employee directors described above vest and become exercisable in substantially equal installments on each of the first three anniversaries of the date of grant, subject to the director’s continuing service on our Board on those dates. The annual options granted to non-employee directors described above vest and/or become exercisable on the first anniversary of the date of grant, subject to the director’s continuing service on our Board on those dates. All options will also vest in full upon the occurrence of a change in control.

The following table provides information related to the compensation of each of our non-employee directors during the year ended December 31, 2022.


Name	Cash Compensation (1)		Option Grants (2)		Total
David H. Crean, Ph.D.	$	82,043	$	3,200		$	85,243
Brian Satz	$	53,500	$	3,200		$	56,700
Daniel L. Kisner, M.D.	$	49,500	$	3,200		$	52,700
Jonathan Jackson	$	47,848	$	3,200		$	51,048
Rochelle Fuhrmann	$	55,609	$	3,200		$	58,809
Susan R. Windham-Bannister, Ph.D.	$	54,500	$	3,200		$	57,700

(1)

Includes the value of the annual retainers payable to our non-employee directors.

(2)

Represents the grant date fair value of the stock options granted in 2022, computed in accordance with FASB ASC Topic 718. The assumptions used to calculate the value of such awards are included in Note 2 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. As of December 31, 2022, each of our non-employee directors held stock options to purchase the following number of shares of our common stock: Dr. Crean, options to purchase 6,119 shares; Mr. Satz, options to purchase 4,793 shares; Dr. Kisner, options to purchase 3,625 shares; Mr. Jackson, options to purchase 3,000 shares; Ms. Fuhrmann, options to purchase 2,500 shares; and Dr. Windham-Bannister, options to purchase 2,500 shares.

Vote Required; Recommendation of the Board of Directors

If a quorum is present and voting at the Annual Meeting, the nominee receiving the highest number of votes will be elected to our Board of Directors as a Class I director. Votes withheld from any nominee, abstentions and broker non-votes will be counted only for purposes of determining a quorum. Broker non-votes and absentions will have no effect on this proposal.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF DANIEL L. KISNER, M.D. AS A CLASS I DIRECTOR. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE.

PROPOSAL 2:

APPROVAL OF AN AMENDMENT TO OUR 2020 INCENTIVE AWARD PLAN

Our stockholders are being asked to approve an amendment to our 2020 Incentive Award Plan (the “2020 Plan”). The proposed amendment to the 2020 Plan is referred to herein as the “Plan Amendment.” Our Board approved the Plan Amendment on April 25, 2023, subject to stockholder approval, to increase the maximum number of shares authorized for issuance under the 2020 Plan from 418,538 shares to 918,538 shares. The Plan Amendment will become effective immediately upon stockholder approval at the Annual Meeting. If the Plan Amendment is not approved by our stockholders, the Plan Amendment will not become effective, the existing 2020 Plan will continue in full force and effect, and we may continue to grant awards under the 2020 Plan, subject to its terms, conditions and limitations, using the shares available for issuance thereunder. We refer to the 2020 Plan, as amended by the Plan Amendment, as the “Amended 2020 Plan” in this proposal. The only material change to the Amended 2020 Plan as compared to the terms of the 2020 Plan is that the aggregate number of shares that may be issued under the Amended 2020 Plan is increased by an additional 500,000 shares.

Overview of Proposed Amendments

Increase in Share Reserve. Our Board believes that approval of Plan Amendment is in the best interests of our Company and stockholders because the availability of an adequate number of shares reserved for issuance under our equity compensation plan is an important factor in attracting, motivating and retaining qualified individuals essential to our success. The 2020 Plan was first adopted by our Board and approved by our stockholders in 2020. As of the Record Date or April 27, 2023, excluding the requested share reserve increase, a total of 418,538 shares of our Common Stock were reserved under the 2020 Plan, the aggregate number of shares of Common Stock subject to awards outstanding under the 2020 Plan was 342,716 and a total of 75,822 shares of Common Stock remained available under the 2020 Plan for future issuance. The 2020 Plan contains an “evergreen provision” that allows for an annual

increase on January 1st of each year, beginning January 1, 2021 and ending with the last January 1 during the initial ten year term of the 2020 Plan, equal to the lesser of (i) five percent of the number of shares of the Company’s Common Stock outstanding on the final day of the immediately preceding calendar year, and (ii) such lesser number of shares of the Company’s common stock as determined by the Company’s board of directors. The reserve increases pursuant to the evergreen provision of the 2020 Plan that was implemented were 37,576 shares, 124,875 shares and 213,587 shares for 2021, 2022 and 2023, respectively, and these evergreen increases are included in the total number of shares referenced as reserved for issuance under the 2020 Plan as of the Record Date, as set forth above.

Pursuant to the Plan Amendment, an additional 500,000 shares will be reserved for issuance under the Amended 2020 Plan.

Unless the Plan Amendment is authorized and approved by our stockholders, the number of shares available for issuance under the 2020 Plan may be too limited to effectively achieve its purpose as a powerful incentive and retention tool for employees, directors and consultants that benefits all of our stockholders. The Plan Amendment increase to the share reserve will enable us to continue our policy of equity ownership by employees, directors and consultants as an incentive to contribute to our success. Without sufficient stock options to effectively attract, motivate and retain employees, we would be forced to consider cash replacement alternatives to provide a market-competitive total compensation package necessary to attract, retain and motivate the individual talent critical to the future success of our company. These cash replacement alternatives would then reduce the cash available for research and development, operations and other purposes. Our equity incentive program is broad-based. As of the Record Date, all of our six employees had received grants of equity awards and all six of our non-employee directors had received grants of equity awards.

Equity Incentive Awards Are Critical to Long Term Stockholder Value Creation

The table below presents information about the number of shares that were subject to outstanding equity awards under our equity incentive plans and the shares remaining available for issuance under the 2020 Plan at December 31, 2022 and the proposed increase in shares authorized for issuance pursuant to the Plan Amendment. The 2020 Plan, the Conatus 2013 Equity Incentive Plan (as amended) (the “Conatus 2013 Plan”), the Histogen Inc. 2007 Stock Plan (the “Private Histogen 2007 Plan”) and the Histogen Inc. 2017 Stock Plan (the “Private Histogen 2017 Plan”) are the only equity incentive plans we currently have in place with outstanding awards and new awards may only be granted pursuant to the 2020 Plan. As of December 31, 2022, we only have outstanding stock options that were granted under our equity plans.

Number of
Shares #

SEC Form DEF 14A filed by Histogen Inc.