Sec Form 4/A Filing - Reyes Joyce @ Histogen Inc. - 2023-03-10

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Reyes Joyce 2. Issuer Name and Ticker or Trading Symbol Histogen Inc. [ HSTO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O HISTOGEN INC., 10655 SORRENTO VALLEY ROAD, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 03/10/2023 (Street) SAN DIEGO, CA92121 4. If Amendment, Date Original Filed (MM/DD/YY) 03/14/2023 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 0.95 03/10/2023 A 47,417 ( 1 ) 03/10/2033 Common Stock 47,417 $ 0 47,417 D Stock Option (right to buy) $ 0.95 03/10/2023 A 16,659 ( 1 )( 2 ) 03/10/2033 Common Stock 16,659 $ 0 16,659 D Stock Option (right to buy) $ 4.8 ( 3 ) 03/10/2023 D( 4 ) 1,200 ( 3 ) ( 5 ) 02/17/2032 Common Stock 1,200 $ 0 0 D Stock Option (right to buy) $ 4.8 ( 3 ) 03/10/2023 D( 4 ) 4,452 ( 3 ) ( 6 ) 02/17/2032 Common Stock 4,452 $ 0 0 D Stock Option (right to buy) $ 3.2 ( 3 ) 03/10/2023 D( 4 ) 7,833 ( 3 ) ( 7 ) 06/01/2032 Common Stock 7,833 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Reyes Joyce C/O HISTOGEN INC. 10655 SORRENTO VALLEY ROAD, SUITE 200 SAN DIEGO, CA92121 See Remarks Signatures /s/ Susan A. Knudson as attorney-in-fact for Joyce Reyes 04/28/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )1/4 of the shares subject to the option vest one year after the date of grant, on 3/10/2024, and the remaining 1/36 of the shares vest on a monthlybasis thereafter. ( 2 )The shares subject to this option are subject to forfeiture in the event that the shares available pursuant to the Plan are not increased prior to the one-year anniversary and vesting of the award by an amount required to be available for issuance for all outstanding stock awards containing this forfeiture condition. ( 3 )Effective June 2, 2022, the Issuer effected a 1-for-20 reverse stock split of the Company's issued and outstanding common stock, par value $0.0001 per share. ( 4 )On March 10, 2023, the Issuer and the Reporting Person agreed to cancel the stock option award. ( 5 )1/4 of the shares subject to the option vested on 9/15/2022 and the remaining 1/36 of the shares vest on a monthly basis thereafter. ( 6 )1/4 of the shares subject to the option vested on 11/8/2022 and the remaining 1/36 of the shares vest on a monthly basis thereafter. ( 7 )1/4 of the shares subject to the option vest one year after the date of grant, on 6/1/2023, and the remaining 1/36 of the shares vest on a monthly basis thereafter.

Remarks: Senior Vice President of Regulatory, Quality, Clinical Operations, and Technical OperationsThis Form 4/A amends the Form 4 filing made on behalf of the Reporting Person on March 14, 2023. The Form 4, as originally filed, inadvertently omitted the cancelled stock option grant of 4,452 shares.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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