Histogen Inc. appointed Susan A. Knudson as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On September 18, 2023, in connection with the approval by the board of directors (the "Board") of Histogen Inc. (the "Company") of the plan of liquidation and dissolution of the Company (the "Plan of Dissolution"), each of Steven J. Mento, Ph.D., the Company's President, Chief Executive Officer and principal executive officer, Alfred P. Spada, Ph.D., the Company's Executive Vice President and Chief Scientific Officer, and Joyce Reyes, the Company's Senior Vice President Regulatory, Quality, Clinical and Technical Operations, was terminated from all positions of employment with the Company, effective as of September 30, 2023 (the "Separation Date"). 

In connection with Dr. Mento's termination, the Company entered into a Separation Agreement (the "Mento Separation Agreement") with Dr. Mento, pursuant to which Dr. Mento will, upon the effectiveness of the Mento Separation Agreement, be entitled to a one-time severance payment in the amount of $137,500, less applicable taxes and withholdings, which is equal to three (3) months of his existing base salary, subject to Dr. Mento's agreement to a general release of claims in favor of the Company and its affiliates and compliance with certain confidentiality, non-disparagement and nondisclosure obligations. The Mento Separation Agreement provides for an additional severance payment of $137,500 in a one-time lump sum payment in the event that the Company successfully receives a minimum amount of proceeds from the sale of certain assets of the Company within ninety (90) days after the date of the Mento Separation Agreement. The severance payment(s) made pursuant to the terms of the Mento Separation Agreement are in lieu of the severance and any other obligations of the Company related to Dr. Mento's termination as set forth in his existing Executive Employment Agreement with the Company, dated March 10, 2023. Dr. Mento also resigned as a member of the Board effective September 18, 2023. Dr. Mento's decision to step down as a member of the Board was not the result of any disagreement with the Company.

In connection with Dr. Spada's termination, the Company entered into a Separation Agreement (the "Spada Separation Agreement") with Dr. Spada, pursuant to which Dr. Spada will, upon the effectiveness of the Spada Separation Agreement, be entitled to a one-time severance payment in the amount of $117,000, less applicable taxes and withholdings, which is equal to three (3) months of his existing base salary, subject to Dr. Spada's agreement to a general release of claims in favor of the Company and its affiliates and compliance with certain confidentiality, non-disparagement and nondisclosure obligations. The Spada Separation Agreement provides for an additional severance payment of $117,000 in a one-time lump sum payment in the event that the Company successfully receives a minimum amount of proceeds from the sale of certain assets of the Company within ninety (90) days after the date of the Mento Separation Agreement. The severance payment(s) made pursuant to the terms of the Spada Separation Agreement are in lieu of the severance and any other obligations of the Company related to Dr. Spada's termination as set forth in his existing Executive Employment Agreement with the Company, dated February 1, 2023. 

In connection with Ms. Reyes' termination, the Company entered into a Separation Agreement (the "Reyes Separation Agreement") with Ms. Reyes, pursuant to which Ms. Reyes will, upon the effectiveness of the Reyes Separation Agreement, be entitled to a one-time severance payment in the amount of $81,250, less applicable taxes and withholdings, which is equal to three (3) months of her existing base salary, subject to Ms. Reyes' agreement to a general release of claims in favor of the Company and its affiliates and compliance with certain confidentiality, non-disparagement and nondisclosure obligations. The Reyes Separation Agreement provides for an additional severance payment of $81,250 in a one-time lump sum payment in the event that the Company successfully receives a minimum amount of proceeds from the sale of certain assets of the Company within ninety (90) days after the date of the Reyes Separation Agreement. The severance payment(s) made pursuant to the terms of the Reyes Separation Agreement are in lieu of the severance and any other obligations of the Company related to Ms. Reyes' termination as set forth in her existing Executive Employment Agreement with the Company, dated March 10, 2023. 

The foregoing description of the Mento Separation Agreement, Spada Separation Agreement, Reyes Separation Agreement do not purport to be complete and are qualified in entirety by reference to, and should be read in conjunction with, the complete text of each of the separation agreements, a copy of which will be filed as exhibits to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023. 

On September 18, 2023, Susan A. Knudson, the Company's Executive Vice President, Chief Operating Officer, Chief Financial Officer, Secretary, and principal financial officer, was appointed to the additional positions of President and Chief Executive Officer, and was designated as the Company's principal executive officer, in each case effective as of October 1, 2023 (the "Executive Employment Date"). Ms. Knudson will continue to serve as the Company's Chief Financial Officer, Secretary and principal financial officer. 

Ms. Knudson, 59, has served as the Company's Executive Vice President, Chief Operations Officer and Chief Financial Officer since March 2023. Ms. Knudson served as the Company's Executive Vice President and Chief Financial Officer from May 2020 to March 2023. Previously, Ms. Knudson served as Senior Vice President, Chief Financial Officer at Pfenex Inc., a biopharmaceutical company, from February 2018 until November 2019. From 2009 to 2017, Ms. Knudson held various roles at Neothetics, Inc., a specialty pharmaceutical company, including Chief Financial Officer from 2014 to 2017 and Vice President of Finance and Administration from 2009 to 2014. Prior to joining Neothetics, Ms. Knudson served as Senior Director of Finance and Administration at Avera Pharmaceuticals, a pharmaceutical company, from May 2002 to January 2009. Prior to May 2002, 

1


Ms. Knudson served as Director of Finance and Administration at MD Edge, Inc., a medical communications company, from October 2000 to April 2002. Prior to joining MD Edge, Ms. Knudson served as Assistant Director of Accounting at Isis Pharmaceuticals, a pharmaceutical company, from April 2000 to October 2000. Ms. Knudson has also held senior positions at CombiChem, General Atomics and Deloitte & Touche. Ms. Knudson holds a B.A. in Accounting from the University of San Diego. 

In connection with Ms. Knudson's continued role with the Company and as retention for Ms. Knudson to manage and assist with the Plan of Dissolution, the Company entered into an Amended and Restated Employment Agreement (the "Retention Employment Agreement") with Ms. Knudson, pursuant to which Ms. Knudson will, upon the effectiveness of her new position on the Executive Employment Date, be entitled to a severance payment in the amount of $117,000, which is equal to three (3) months of her existing base salary (the "Severance Payment"), of which 50% is payable upfront on the Executive Employment Date and the remaining 50% is payable upon termination of Ms. Knudson's employment with the Company, less applicable taxes and withholdings and subject to Ms. Knudson's agreement to a general release of claims in favor of the Company and its affiliates and compliance with certain confidentiality, non-disparagement and nondisclosure obligations ("Release of Claims"). The Severance Payment made at the time of the Executive Employment Date shall be subject to recoupment by the Company in the event that Ms. Knudson voluntarily terminates her employment with the Company, or the Company terminates her employment with cause, prior to the final adjournment of the Special Meeting of the Stockholders of the Company to approve the voluntary dissolution and liquidation of the Company pursuant to the Plan of Dissolution (the "Stockholder Meeting"). The Retention Employment Agreement also provides for (i) an additional severance payment of $117,000 in a one-time lump sum payment in the event that the Company successfully receives a minimum amount of proceeds from the sale of certain assets of the Company within ninety (90) days after the date of the Retention Employment Agreement (the "Additional Severance Payment"); and (ii) a retention payment of $156,000, which is equal to four (4) months of her base salary (the "Retention Payment"), of which 50% is payable upfront on the Executive Employment Date and the remaining 50% is payable upon termination of Ms. Knudson's employment with the Company after the adjournment of the Special Meeting, less applicable taxes and withholdings and subject to Ms. Knudson delivery of a Release of Claims. The Retention Payment made at the time of the Executive Employment Date shall be subject to recoupment by the Company in the event that Ms. Knudson voluntarily terminates her employment with the Company, or the Company terminates her employment with cause, prior to the final adjournment of the Stockholder meeting. The terms of the Retention Employment Agreement shall amend and restate all of the rights and obligations, including any prior rights to severance, set forth in Ms. Knudson's Executive Employment Agreement with the Company, dated March 10, 2023. 

There are no arrangements or understandings between Ms. Knudson and any other person pursuant to which Ms. Knudson was selected to serve as the Company's President, Chief Executive Officer and principal executive officer. Ms. Knudson does not have any direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. 

The foregoing description of the Retention Employment Agreement does not purport to be complete and is qualified in entirety by reference to, and should be read in conjunction with, the complete text of the Retention Employment Agreement, a copy of which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023.