Histogenics (NSDQ:HSGX) said yesterday that it inked a definitive merger agreement with Ocugen through which both companies will combine into a single publicly-traded, clinical-stage biopharmaceutical company.
The combined entity will operate under the Ocugen name, the companies said. As part of the deal, Ocugen’s shareholders will become the majority owners of Histogenics outstanding common stock upon the closure of the merger.
Ocugen shareholders will hold approximately 90% of the outstanding shares of the combined company, with Histogenics shareholders retaining an ownership interest of approximately 10% of the outstanding shares in the combined company.
The combined company will be headquartered in Malvern, Penn. with Ocugen’s current management remaining to lead the company as no Histogenics employees will remain after the merger is complete, according to an SEC filing.
“Since Ocugen’s founding, we have sought to develop innovative therapies to treat rare and underserved eye diseases through a combination of therapeutic approaches that utilize small molecules, biologics, and gene therapies. We have developed a broad pipeline which includes OCU300, an orphan drug candidate for ocular graft versus host disease, and OCU310 for dry eye disease; our modifier gene therapy platform and OCU400, a gene augmentation therapy for patients with inherited retinal diseases caused by mutations in the NR2E3 gene, which recently received orphan drug designation from the FDA. We’ve also made pre-clinical progress toward our retinal disease programs which includes novel biologic therapies for wet- age-related macular degeneration, diabetic macular edema and diabetic retinopathy, as well as for retinitis pigmentosa,” Ocugen co-founder & CEO Shankar Musunuri said in a prepared statement.
“This transaction with Ocugen reflects the continued commitment of our management team and board of directors to deliver value to stockholders and make a difference in patients’ lives. Following a thorough review of strategic alternatives for Histogenics and the NeoCart program, we have determined that a merger with Ocugen will enable Histogenics investors to participate in Ocugen’s broader pipeline of ocular disease and gene therapy opportunities, including several late-stage clinical candidates, and a robust preclinical platform. In addition, we plan to continue to evaluate opportunities to realize additional value from the discontinued NeoCart program over the coming weeks,” Histogenics prez Adam Gridley said in a press release.
Last month, Histogenics said that its board of directors approved a restructuring plan that would result in layoffs for all but one of the company’s employees. The layoffs include CEO Adam Gridley and COO Stephen Kennedy.