AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: CONATUS PHARMACEUTICALS INC., a Delaware corporation; CHINOOK MERGER SUB, INC., a Delaware corporation; and HISTOGEN INC., a Delaware corporation Dated as of January 28, 2020Agreement and Plan of Merger and Reorganization • January 28th, 2020 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of January 28, 2020, by and among CONATUS PHARMACEUTICALS INC., a Delaware corporation (“Parent”), CHINOOK MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and HISTOGEN INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • January 28th, 2020 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
THIS STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is entered into as of January 28, 2020, by and among Conatus Pharmaceuticals Inc., a Delaware corporation (“Parent”), Histogen Inc., a Delaware corporation (the “Company”), and the undersigned stockholders of Parent (collectively, solely in each stockholder’s capacity as a stockholder of the Company, the “Stockholders”).
CONTACT: Keith Marshall CONTACT: Eileen Brandt Conatus Pharmaceuticals Inc. Histogen, Inc.Conatus Pharmaceuticals Inc. • January 28th, 2020 • Pharmaceutical preparations
SAN DIEGO, January 28, 2020 – Conatus Pharmaceuticals Inc. (NASDAQ: CNAT) and Histogen Inc., a privately-held regenerative medicine company with a novel biological platform that replaces and regenerates tissues in the body, today announced the companies have entered into a definitive agreement under which Histogen will merge with a wholly-owned subsidiary of Conatus in an all-stock transaction. The combined company will operate under the name Histogen, Inc., is expected to trade on the Nasdaq Capital Market under a new ticker symbol still to be determined and will focus on advancement of its patented technology for dermatological and orthopedic indications.
