Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 10, 2023, the Board of Directors (the "Board") of Histogen Inc. (the
"Company") approved removing the interim title of Steven J. Mento, Ph.D. In
connection with Dr. Mento now serving as the President and Chief Executive
Officer of the Company, the Board appointed Daniel L. Kisner, M.D. as the
Non-Executive Chairman of the Board and eliminated the positions of Executive
Chairman, formerly held by Dr. Mento, and Lead Independent Director, formerly
held by David H. Crean, Ph.D.
In connection with Dr. Mento's status as President and Chief Executive Officer,
the Company entered into an amendment and restatement of his executive
employment agreement ("CEO Agreement"), pursuant to which he is entitled to
twelve (12) months' severance, including target bonus, and reimbursement of
COBRA premium reimbursement in the event of a termination without cause (as
defined in the CEO Agreement) or termination by Good Reason (as defined in the
CEO Agreement), which such severance and COBRA reimbursement is increased to
eighteen (18) months in the event of a termination after a change of control
event. The CEO Agreement also provides for accelerated vesting of certain of his
outstanding options in the event of termination in connection with a change in
control.
Dr. Mento was granted stock option to purchase (i) 158,055 shares of the
Company's common stock and (ii) 55,532 shares of the Company's common stock
(collectively the "Mento Option Awards") under the 2020 Incentive Award Plan
(the "Plan"), with the 55,532 shares subject to forfeiture in the event that the
shares available pursuant to the Plan are not increased prior to the one year
anniversary and vesting of the award by an amount required to be available for
issuance for all outstanding stock awards containing this forfeiture condition.
The Mento Option Awards will vest as to one-fourth (1/4th) of the shares subject
to the options one year after the effective date, and as to one- thirty-sixth
(1/36th) of the remaining shares subject to the options monthly thereafter. The
exercise price of the Mento Option Awards will be the fair market value of the
Company's common stock on the date of grant. The Mento Option Awards, to the
extent vested, shall be exercisable only for a term of ten (10) years, subject
to earlier expiration as provided in the Plan. The grant of the Mento Option
Awards to Dr. Mento will be subject to the terms and conditions of the Plan and
the employee stock option grant notice and option agreement. Dr. Mento
simultaneously agreed to cancel certain outstanding stock options.
Also on March 10, 2023, the Company's Board approved the appointment of Susan A.
Knudson as the Company's Chief Operations Officer and Chief Financial Officer.
In connection with Ms. Knudson's new appointment, the Company entered into an
amendment and restatement of her executive employment agreement (the "COO/CFO
Agreement"), pursuant to which she is entitled to twelve (12) months' severance,
including target bonus, and reimbursement of COBRA premium reimbursement in the
event of a termination without cause (as defined in the COO/CFO Agreement) or
termination by Good Reason (as defined in the COO/CFO Agreement). The COO/CFO
Agreement also provides for accelerated vesting of certain of her outstanding
options, in the event of termination in connection with a change in control.
Ms. Knudson was granted stock option to purchase (i) 79,027 shares of the
Company's common stock and (ii) 27,766 shares of the Company's common stock
(collectively the "Knudson Option Awards") under the Plan, with the 27,766
shares subject to forfeiture in the event that the shares available pursuant to
the Plan are not increased prior to the one year anniversary and vesting of the
award by an amount required to be available for issuance for all outstanding
stock awards containing this forfeiture condition. The Knudson Option Awards
will vest as to one-fourth (1/4th) of the shares subject to the options one year
after the effective date, and as to one- thirty-sixth (1/36th) of the remaining
shares subject to the options monthly thereafter. The exercise price of the
Knudson Option Awards will be the fair market value of the Company's common
stock on the date of grant. The Knudson Option Awards, to the extent vested,
shall be exercisable only for a term of ten (10) years, subject to earlier
expiration as provided in the Plan. The grant of the Knudson Option Awards to
Ms. Knudson will be subject to the terms and conditions of the Plan and the
employee stock option grant notice and option agreement. Ms. Knudson
simultaneously agreed to cancel certain outstanding stock options.
The foregoing description of the CEO Agreement and COO/CFO Agreement are
qualified in their entirety by reference to the form of Company executive
employment agreement, which will be filed with the Company's next periodic
filing.
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