Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On August 18, 2021, Histogen Inc. (the "Company") received a letter from the
Listing Qualifications Department of the Nasdaq Stock Market ("Nasdaq")
indicating that, based upon the closing bid price of the Company's common stock
for the 30 consecutive business day period between July 7, 2021, through August
17, 2021, the Company did not meet the minimum bid price of $1.00 per share
required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq
Listing Rule 5550(a)(2). The letter also indicated that the Company will be
provided with a compliance period of 180 calendar days, or until February 14,
2022 (the "Compliance Period"), in which to regain compliance pursuant to Nasdaq
Listing Rule 5810(c)(3)(A).
In order to regain compliance with Nasdaq's minimum bid price requirement, the
Company's common stock must maintain a minimum closing bid price of $1.00 for at
least ten consecutive business days during the Compliance Period. In the event
the Company does not regain compliance by the end of the Compliance Period, the
Company may be eligible for additional time to regain compliance. To qualify,
the Company will be required to meet the continued listing requirement for the
market value of its publicly held shares and all other initial listing standards
for The Nasdaq Capital Market, with the exception of the bid price requirement,
and will need to provide written notice of its intention to cure the deficiency
during the second compliance period, by effecting a reverse stock split if
necessary. If the Company meets these requirements, the Company may be granted
an additional 180 calendar days to regain compliance. However, if it appears to
Nasdaq that the Company will be unable to cure the deficiency, or if the Company
is not otherwise eligible for the additional cure period, Nasdaq will provide
notice that the Company's common stock will be subject to delisting.
The letter has no immediate impact on the listing of the Company's common stock,
which will continue to be listed and traded on The Nasdaq Capital Market,
subject to the Company's compliance with the other listing requirements of The
Nasdaq Capital Market. Although the Company will use all reasonable efforts to
achieve compliance with Rule 5550(a)(2), there can be no assurance that the
Company will be able to regain compliance with that rule or will otherwise be in
compliance with other listing criteria of The Nasdaq Capital Market.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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