Statement of Ownership (sc 13g)
27 January 2018 - 2:17AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Histogenics Corporation
(Name of Issuer)
Common
Stock, $0.01 par value per share
(Title of Class of Securities)
43358V 10 9
(CUSIP Number)
January 17, 2018
(Date of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☒ Rule
13d-1(c)
☐ Rule
13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 43358V 10 9
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1
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NAMES OF
REPORTING PERSONS
Perceptive Advisors LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3
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SEC USE
ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING
POWER
2,203,277
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7
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SOLE DISPOSITIVE
POWER
0
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8
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SHARED DISPOSITIVE
POWER
2,203,277
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
2,203,277
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.8%
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12
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TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS)
IA
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CUSIP No. 43358V 10 9
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1
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NAMES OF
REPORTING PERSONS
Joseph Edelman
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3
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SEC USE
ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH:
|
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5
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SOLE VOTING POWER
0
|
|
6
|
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SHARED VOTING
POWER
2,203,277
|
|
7
|
|
SOLE DISPOSITIVE
POWER
0
|
|
8
|
|
SHARED DISPOSITIVE
POWER
2,203,277
|
|
|
|
|
|
|
|
9
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|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
2,203,277
|
10
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.8%
|
12
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TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 43358V 10 9
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1
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NAMES OF
REPORTING PERSONS
Perceptive Life Sciences Master Fund, Ltd.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3
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SEC USE
ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
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5
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SOLE VOTING POWER
0
|
|
6
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SHARED VOTING
POWER
2,203,277
|
|
7
|
|
SOLE DISPOSITIVE
POWER
0
|
|
8
|
|
SHARED DISPOSITIVE
POWER
2,203,277
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
2,203,277
|
10
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.8%
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12
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TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS)
CO
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Item 1(a).
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Name of Issuer
:
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Histogenics Corporation (the Issuer)
Item 1(b).
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Address of Issuers Principal Executive Offices
:
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830 Winter
Street, 3rd Floor, Waltham, Massachusetts 02451
Item 2(a).
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Names of Persons Filing
:
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The names of the persons filing this
report (collectively, the Reporting Persons) are:
Perceptive Advisors LLC (Perceptive Advisors)
Joseph Edelman (Mr. Edelman)
Perceptive Life Sciences Master Fund, Ltd. (the Master Fund)
Item 2(b).
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Address of Principal Business Office or, if None, Residence
:
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The
address of the principal business office of each of the Reporting Persons is:
51 Astor Place, 10th Floor
New York, NY 10003
Perceptive Advisors is a Delaware limited liability
company
Mr. Edelman is a United States citizen
The Master Fund is a Cayman Islands corporation
Item 2(d).
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Title of Class
of Securities
:
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Common Stock,
$0.01 par value per share (Common Stock)
Item 2(e).
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CUSIP Number
:
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43358V 10 9
Item 3.
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If this statement is filed pursuant to §§
240.13d-1(b)
or
240.13d-2(b)
or (c), check whether the person filing is a:
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Not applicable.
The information required by this item with respect to each Reporting
Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages reported are based on 25,131,496 outstanding shares of Common Stock, as reported in the Issuers prospectus filed on
January 24, 2018.
Neither Perceptive Advisors nor Mr. Edelman directly holds any shares of Common Stock. The Master Fund directly holds 2,203,277 shares of Common Stock. Perceptive Advisors serves as the
investment manager to the Master Fund and may be deemed to beneficially own the securities directly held by the Master Fund. Mr. Edelman is the managing member of Perceptive Advisors and may be deemed to beneficially own the securities directly
held by the Master Fund.
Item 5.
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Ownership of Five Percent or Less of a Class
.
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If this statement is being filed
to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
.
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Not applicable.
Item 7.
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Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
.
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group
.
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Not
applicable.
Item 9.
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Notice of Dissolution of Group
.
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Not applicable.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §
240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: January 26, 2018
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PERCEPTIVE ADVISORS LLC
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By:
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/s/ Joseph Edelman
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Name:
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Joseph Edelman
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Title:
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Managing Member
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/s/ Joseph Edelman
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JOSEPH EDELMAN
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PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD.
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By:
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Perceptive Advisors LLC
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By:
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/s/ Joseph Edelman
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Name:
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Joseph Edelman
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Title:
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Managing Member
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EXHIBIT 1
AGREEMENT
The persons below hereby agree that
the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule
13d-1(k)(1)(iii)
under the Securities Exchange Act of 1934.
Date: January 26, 2018
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PERCEPTIVE ADVISORS LLC
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By:
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/s/ Joseph Edelman
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Name:
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Joseph Edelman
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Title:
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Managing Member
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/s/ Joseph Edelman
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JOSEPH EDELMAN
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PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD.
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By:
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Perceptive Advisors LLC
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By:
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/s/ Joseph Edelman
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Name:
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Joseph Edelman
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Title:
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Managing Member
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