UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~August 511, 2023

Histogen Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-36003	20-3183915
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

10655 Sorrento Valley Road, Suite 200, San Diego CA		92121
(Address of principal executive offices)		(Zip Code)

(858) 526-3100

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

HSTO

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 84.01 ~~Other~~Changes ~~Information~~in Registrant's Certifying Accountant.

On ~~July~~August 511, 2023, Histogen Inc. ~~issued~~(the a“Company”) ~~news~~was ~~release~~informed ~~providing~~by anMayer ~~update~~Hoffman McCann P.C. (“MHM”), the Company’s current independent registered public accountant, that itMHM ~~plans~~would tonot ~~explore~~stand ~~strategic~~for ~~alternatives~~re-appointment for the fiscal year ending December 31, 2024. AMHM ~~copy~~will ofcease to serve as the ~~news~~Company’s ~~release~~independent isregistered ~~filed~~public asaccountant ~~Exhibit~~upon ~~99.1~~the toearliest ~~this~~of ~~Current~~(i) ~~Report~~the completion of MHM’s procedures on the audited financial statements of the Company and the filing of the Form 810-K as of and ~~incorporated~~for ~~herein~~the byyear ~~reference~~ended December 31, 2023, (ii) the appointment of a new independent registered public accounting firm, or (iii) April 1, 2024.

MHM’s audit reports on the Company's financial statements as of and for the years ended December 31, 2021 and 2022 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, except the audit report for the fiscal year ended December 31, 2022, which contained a “going concern” explanatory paragraph.

During the years ended December 31, 2021 and 2022, and during the subsequent interim period through August 3, 2023, there were no (a) disagreements with MHM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to MHM's satisfaction, would have caused MHM to make reference to the subject matter thereof in connection with its reports for such periods; or (b) reportable events, as described under Item 304(a)(1) (v) of Regulation S-K.

In accordance with Item 304(a)(3) of Regulation S-K, the Company provided MHM with a copy of the disclosures it is making in this Current Report on Form 8-K and requested from MHM a letter addressed to the Securities and Exchange Commission indicating whether it agrees with such disclosures. A copy of MHM’s letter dated August 15, 2023, is attached as Exhibit 16.1 hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Exhibits
99.1		Press Release, dated July 5, 2023
16.1		Letter of Mayer Hoffman McCann P.C. to the Securities and Exchange Commission, dated August 15, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* * *

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Histogen Inc.
Date: July 5, 2023	By:	/s/ Susan A. Knudson
Date: August 15, 2023	By:	/s/ Susan A. Knudson
		Name: Susan A. Knudson
		Title: Executive Vice President, Chief Operations Officer and Chief Financial Officer

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