0001235802-16-000308.txt : 20161003
0001235802-16-000308.hdr.sgml : 20161003
20161003162225
ACCESSION NUMBER: 0001235802-16-000308
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160929
FILED AS OF DATE: 20161003
DATE AS OF CHANGE: 20161003
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: HISTOGENICS CORP
CENTRAL INDEX KEY: 0001372299
STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 830 WINTER STREET
CITY: WALTHAM
STATE: MA
ZIP: 02451
BUSINESS PHONE: 781-457-7900
MAIL ADDRESS:
STREET 1: 830 WINTER STREET
CITY: WALTHAM
STATE: MA
ZIP: 02451
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SPLIT ROCK PARTNERS II MANAGEMENT, LLC
CENTRAL INDEX KEY: 0001626028
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36751
FILM NUMBER: 161915977
BUSINESS ADDRESS:
STREET 1: 10400 VIKING DRIVE
STREET 2: SUITE 250
CITY: EDEN PRAIRIE
STATE: MN
ZIP: 55344
BUSINESS PHONE: 952-995-7474
MAIL ADDRESS:
STREET 1: 10400 VIKING DRIVE
STREET 2: SUITE 250
CITY: EDEN PRAIRIE
STATE: MN
ZIP: 55344
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SPLIT ROCK PARTNERS II, LP
CENTRAL INDEX KEY: 0001435895
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36751
FILM NUMBER: 161915978
BUSINESS ADDRESS:
STREET 1: 10400 VIKING DRIVE
STREET 2: SUITE 250
CITY: EDEN PRAIRIE
STATE: MN
ZIP: 55344
BUSINESS PHONE: 952-995-7474
MAIL ADDRESS:
STREET 1: 10400 VIKING DRIVE
STREET 2: SUITE 250
CITY: EDEN PRAIRIE
STATE: MN
ZIP: 55344
FORMER NAME:
FORMER CONFORMED NAME: SPLIT ROCK PARTNERS II LP
DATE OF NAME CHANGE: 20080522
4
1
primary_doc.xml
PRIMARY DOCUMENT
X0306
4
2016-09-29
0
0001372299
HISTOGENICS CORP
HSGX
0001435895
SPLIT ROCK PARTNERS II, LP
10400 VIKING DRIVE
SUITE 250
EDEN PRAIRIE
MN
55344
0
0
1
0
0001626028
SPLIT ROCK PARTNERS II MANAGEMENT, LLC
10400 VIKING DRIVE
SUITE 250
EDEN PRAIRIE
MN
55344
0
0
1
0
Common Stock
2016-09-29
4
P
0
276801
2.25
A
1661495
D
Series A Convertible Preferred Stock
2016-09-29
4
P
0
2506.5968
1000
A
2016-09-29
Common Stock
1114043
2506.5968
D
Common Stock Warrant (right to buy)
2.25
2016-09-29
4
P
0
1390844
0
A
Common Stock
1390844
1390844
D
On September 29, 2016, Histogenics Corporation ("Histogenics") closed a private placement with certain institutional and accredited investors, including Split Rock Partners II, L.P. ("SRP II"). In connection with the private placement, SRP II purchased (i) 276,801 shares of Histogenics common stock at a purchase price of $2.25 per share and (ii) 2,506.5968 shares of series A convertible preferred stock at a purchase price of $1,000 per share. As part of the private placement, SRP II received warrants to purchase up to 1,390,844 shares of Histogenics common stock at an exercise price of $2.25 per share.
The securities are owned directly by SRP II. Voting and investment power over the securities is delegated to Split Rock Partners II Management, LLC ("SRPM II"), the general partner of SRP II. SRPM II has delegated voting and investment decisions to three individuals who require a two-thirds vote to act. SRPM II disclaims beneficial ownership of the securities except to the extent of any pecuniary interest therein.
The number of shares of common stock into which each share of series A convertible preferred stock is convertible is determined by dividing the stated value of the series A convertible preferred stock, which is $1,000, by the conversion price of the series A convertible preferred stock, which is $2.25. Therefore, the 2,506.5968 shares of series A convertible preferred stock are convertible into 1,114,043 shares of common stock. Until the date that Histogenics' stockholders approve the private placement, the number of shares of common stock issuable upon conversion of the series A convertible preferred stock issued by Histogenics in connection with the private placement, when aggregated with the shares of common stock issued at closing, shall not exceed 20% of Histogenics' issued and outstanding common stock. Histogenics has agreed to use its reasonable best efforts to obtain stockholder approval of the private placement within 60 days of the closing date.
The series A convertible preferred stock has no expiration date.
The warrants will become exercisable upon the approval of the private placement by the stockholders of Histogenics and expire five years after the date of such stockholder approval. The warrants include a cashless-exercise feature that may be exercised in the event there is no effective registration statement registering, or no current prospectus available for, the resale of the shares of common stock underlying the warrants as of the six-month anniversary of the closing of the private placement.
/s/ Stacy M. Campbell-Kraft, Authorized Representative
2016-10-03
/s/ Stacy M. Campbell-Kraft, Authorized Representative
2016-10-03