EX-4.5





 Exhibit 4.5 
  

 
 COMMON STOCK WARRANT 

To Purchase Common Stock of 

HISTOGEN INC. 
  

 












 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) NOR UNDER ANY
STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW HAS BECOME EFFECTIVE WITH RESPECT THERETO, OR (2) REGISTRATION
UNDER THE ACT OR APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER. 
 Void after 5:00 p.m. Pacific
Standard Time, on                , 20    . 

Warrant to Purchase                Shares of Common Stock. 

WARRANT TO PURCHASE COMMON STOCK 

OF 
 HISTOGEN, INC. 

This is to Certify that,                (“Holder”)
is entitled to purchase, subject to the provisions of this Warrant, from Histogen, Inc. a Delaware corporation, (“the Company”),                fully paid,
validly issued and nonassessable shares of Common Stock, $.001 par value per share, of the Company (“Common Stock”) at a price of $                per share at
any time or from time to time during the period from the date hereof to 5:00 p.m. Pacific Standard Time, on                , 20    . The number of
shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth. The exercise price and the number of shares issuable upon
exercise of this Warrant will be proportionately adjusted for stock splits, stock dividends, recapitalizations and similar transactions. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter
sometimes referred to as “Warrant Shares” and the exercise price of a share of Common Stock in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the “Exercise Price”. 

 

	 	(a)	 EXERCISE OF WARRANT. 



 

	 	(1)	 Any time following the date hereof, this Warrant may be exercised in whole or in part at any time or from time
to time until 5:00 p.m. Pacific Standard Time on December 31, 2018; provided, however, that if such day is a day on which banking institutions in the State of California are authorized by law to close, then on the next succeeding day which
shall not be such a day. This Warrant may be exercised by presentation and surrender hereof to the Company at its principal office, or at the office of its stock transfer agent if any, with the Purchase Form annexed hereto duly executed and
accompanied by payment of the Exercise Price for the number of Warrant Shares specified in such form. As soon as practicable after each such exercise of this Warrant, but not later than seven (7) days from the date of such exercise, the Company
shall issue and deliver to the 















	 	
Holder a certificate or certificate for the Warrant Shares issuable upon such exercise, registered in the name of the Holder or its designee. If this Warrant should be exercised in part only, the
Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder thereof to purchase the balance of the Warrant Shares purchasable thereunder. Upon receipt by the Company of this
Warrant at its office, or by the stock transfer agent of the Company at its office, in proper form for exercise, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that
the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be physically delivered to the Holder. 


 

	 	(2)	 In lieu of delivering the Exercise Price in cash or check the Holder may elect to receive shares equal to the
value of the Warrant or portion thereof being exercised (“Net Issue Exercise”). If the Holder wishes to elect the Net Issue Exercise, the Holder shall notify the Company of its election in writing at the time it delivers to the Company the
Purchase Form. In the event the Holder shall elect Net Issue Exercise, the Holder shall receive the number of shares of Common Stock equal to the product of (x) the number of shares of Common Stock purchasable under the Warrant, or portion
thereof being exercised, and (y) the current market value, as determined in accordance with paragraph (c) below, of one share of Common Stock minus the Exercise Price, divided by (z) the current market value, as determined in
accordance with paragraph (c) below, of one share of Common Stock. 


  

	 	(b)	 RESERVATION OF SHARES. The Company shall at all times reserve for issuance and/or delivery upon exercise
of this Warrant such number of shares of its Common Stock as shall be required for issuance and delivery upon exercise of the Warrants. 


  

	 	(c)	 FRACTIONAL SHARES. No fractional shares or scrip representing fractional shares shall be issued upon the
exercise of this Warrant. With respect to any fraction of a share called for upon any exercise hereof, the Company shall pay to the Holder an amount in cash equal to such fraction multiplied by the current market value of a share, determined in good
faith by the Company’s Board of Directors. 


  

	 	(d)	 EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is exchangeable, without expense, at the
option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number
of shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company at its principal office or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient
to 



  
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pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be
cancelled. This Warrant may be divided or combined with other warrants which carry the same rights upon presentation hereof at the principal office of the Company or at the office of its stock transfer agent, if any, together with a written notice
specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof. The term “Warrant” as used herein includes any Warrants into which this Warrant may be divided or exchanged. Upon receipt by the
Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if
mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost,
stolen, destroyed, or mutilated shall be at any time enforceable by anyone. 

  

	 	(e)	 RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder
in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in the Warrant and are not enforceable against the Company except to the extent set forth herein. 



 

	 	(f)	 ANTI-DILUTION PROVISIONS. The Exercise Price in effect at any time and the number and kind of securities
purchasable upon the exercise of the Warrants shall be subject to adjustment from time to time upon the happening of certain events as follows: 


  

	 	(1)	 In case the Company shall (i) declare a dividend or make a distribution on its outstanding shares of
Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares, or (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in
effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination or reclassification shall be adjusted so that the Exercise Price shall be proportionately increased (as in the case of
(iii), above) or decreased (as in the case of (i) or (ii), above). Such adjustment shall be made successively whenever any event listed above shall occur. 



 

	 	(2)	 Whenever the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to Subsection
(1) above, the number of Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Shares initially issuable upon exercise of this Warrant by the Exercise Price in effect on the date hereof
and dividing the product so obtained by the Exercise Price, as adjusted. 



  
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	 	(3)	 In the event that at any time, as a result of an adjustment made pursuant to Subsection (1) above, the
Holder of this Warrant thereafter shall become entitled to receive any shares of the Company, other than Common Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to
time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Subsections (1) to (3), inclusive above. 



 

	 	(4)	 Whenever the Exercise Price is adjusted, as herein provided, the Company shall promptly but no later than 20
days after any request for such an adjustment by the Holder, cause a notice setting forth the adjusted Exercise Price and adjusted number of Shares issuable upon exercise of each Warrant, and, if requested, information describing the transactions
giving rise to such adjustments, to be mailed to the Holder at its last address appearing in the Warrant Register, and shall cause a certified copy thereof to be mailed to its transfer agent, if any. The Company may retain a firm of independent
certified public accountants selected by the Board of Directors (who may be the regular accountants employed by the Company) to make any computation required by this Section (f), and a certificate signed by such firm shall be conclusive evidence of
the correctness of such adjustment. 


  

	 	(g)	 RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any reclassification, capital reorganization or
other change of outstanding shares of Common Stock of the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing
corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale, lease or conveyance to another
corporation of the property of the Company as an entirety, the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that the Holder shall have the right thereafter by exercising this Warrant at any
time prior to the expiration of the Warrant, to purchase the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization and other change, consolidation, merger, sale or
conveyance by a holder of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Any such provision shall
include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section (g) shall similarly apply to successive reclassifications,
capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or
conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock
covered by the provisions of Subsection (1) of Section (f) hereof. 



  
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	 	(h)	 The Company will not, by amendment of its charter or through reorganization, consolidation, merger,
dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking
of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against impairment. 



Dated:                    , 20 

 

			
	HISTOGEN INC.
		
	By:	 	  

		 	Name:
		 	Title: Chief Executive Officer



  
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 PURCHASE FORM 

Dated                    
20         
 The undersigned hereby irrevocably elects to exercise the within Warrant to the
extent of purchasing                  shares of Common Stock and hereby makes payment of
                 in payment of the actual exercise price thereof. 
  

 
 INSTRUCTIONS
FOR REGISTRATION OF STOCK 
 Name ___________________________________________________________ 

(Please typewrite or print in block letters) 

Address _________________________________________________________ 

Signature __________________________________________________ 

 
  

ASSIGNMENT FORM 
 FOR
VALUE RECEIVED, ________________________________ hereby sells, assigns and transfers unto 
 Name
____________________________________________________________ 
 (Please typewrite or print in block letters) 

Address __________________________________________________________ 

the right to purchase Common Stock represented by this Warrant to the extent of _______ shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint ________________ Attorney, to transfer the same on the books of the Company with full power of substitution in the premises. 

Date ______________, 20__ 
 Signature __________________________