UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Histogenics Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Histogenics Corporation

830 Winter Street, 3^rd3rd Floor

Waltham, MA 02451

NOTICE OF ANNUALSPECIAL MEETING OF STOCKHOLDERS

To Be Held On             June 15,, 2018

Dear Stockholder:

You are cordially invited to attend the AnnualSpecial Meeting of Stockholders (the “Annual“Special Meeting”) of Histogenics Corporation, a Delaware corporation (the “Company”). The AnnualSpecial Meeting will be held on             June 15,, 2018, at 9:00 a.m. local time at the offices of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP located at One Marina Park Drive, Suite 900, Boston, MA 02210 for the following purposes:

The record date for the AnnualSpecial Meeting is             April 23,, 2018. Only stockholders of record at the close of business on that date are entitled to notice of and tomay vote at the AnnualSpecial Meeting or any adjournment thereof. A complete list of such stockholders entitled to vote at the Special Meeting will be available for inspectionexamination at ourthe Company’s offices in Waltham, Massachusetts during normal business hours for a period of ten days prior to the AnnualSpecial Meeting.

YOUR VOTE IS IMPORTANT!

Your vote is important. Whether or not you plan to attend the Annual Meeting in person, pleasePlease vote by telephone or overusing the internet or by completing,telephone or by signing dating and returning the enclosed proxy card. Instructions for your voting options are described on the proxy card.

The proxy statement is available atwww.proxyvote.com.

Your Board of Directors unanimously recommends you vote the proxy card or voting instruction form so that your shares will be represented at the Annual Meeting. Instructions for voting are described in the Company’s proxy statement for the Annual Meeting, Notice of Internet Availability of Proxy Materials or proxy card.

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be held on JUNE 15, 2018:

The Company’s Notice of Annual Meeting, Proxy Statement“FOR” Proposal 1 and Annual Report on Form 10-K for the fiscal year ended December 31, 2017 are available at www.proxyvote.com.“FOR” Proposal 2.

This notice of Special Meeting and accompanying proxy statement are being distributed or made available to stockholders on or about             , 2018.

TABLE OF CONTENTS

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Histogenics Corporation

830 Winter Street, 3^rd3rd Floor

Waltham, MA 02451

PROXY STATEMENT

FOR THE 2018 ANNUALSPECIAL MEETING OF STOCKHOLDERS

June 15,            , 2018

This Proxy Statement isproxy statement and proxy card are furnished in connection with the solicitation of proxies to be voted at the 2018 AnnualSpecial Meeting of Stockholders (the “Annual“Special Meeting”) of Histogenics Corporation (sometimes referred to as “we,” the “Company” or “Histogenics”), which will be held on             June 15,, 2018, at 9:00 a.m. local time at the offices of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP located at One Marina Park Drive, Suite 900, Boston, MA 02210.

We are making this Proxy Statement and our annual report on Form 10-K for the fiscal year ended December 31, 2017 (the “Annual Report”) available to stockholders at www.proxyvote.com. On or about             April 26,, 2018, we will begin mailing this proxy statement to certain of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access and review this Proxy Statement and the Annual Report. The Notice also instructs you how you may submit your proxy over the internet or via telephone. If you would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting those materials included in the Notice.stockholders.

QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING

Why am I receiving this proxy statement and proxy card?

You have received these proxy materials because you owned shares of Histogenics common stockCommon Stock as of             April 23,, 2018, (the “Record Date”), the record date for the AnnualSpecial Meeting, and the Company’sour Board of Directors (the “Board”) is soliciting your proxy to vote at the AnnualSpecial Meeting. This proxy statement describes issues on which we would like you to vote at the AnnualSpecial Meeting. It also gives you information on these issues so that you can make an informed decision.

Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a printed set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we are permitted to furnish our proxy materials over the internet to our stockholders by delivering the Notice in the mail. As a result, only stockholders who specifically request a printed copy of the proxy statement will receive one. Instead, the Notice instructs stockholders on how to access and review the Proxy Statement and Annual Report over the internet at www.proxyvote.com. The Notice also instructs stockholders on how they may submit their proxy via telephone or the internet. If a stockholder who received a Notice would like to receive a printed copy of our proxy materials, such stockholder should follow the instructions for requesting these materials contained in the Notice.

How may I vote at the AnnualSpecial Meeting?

You are invited to attend the AnnualSpecial Meeting to vote on the proposalsproposal described in this Proxy Statement.proxy statement. However, you do not need to attend the Annual Meetingmeeting to vote your shares. Instead, you may simply follow the instructions below to submit your proxy via telephone or on the internet. If you received a printed set of materials, youInternet. You may also vote by mail by completing, signing, dating and returning the proxy card.card you received in the mail.

When you vote, regardless of the method used, you appoint Adam Gridley, our President and Chief Executive Officer, and Jonathan Lieber, our Chief Financial Officer, as your representatives (or proxyholders) at the AnnualSpecial Meeting. They will vote your shares at the AnnualSpecial Meeting as you have instructed them or, if an issue that is not on the proxy card comes up for vote, in accordance with their best judgment. This way, your shares will be voted whether or not you attend the AnnualSpecial Meeting.

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Who is entitled to vote at the AnnualSpecial Meeting?

Only stockholders of record at the close of business on             , 2018, the Record Date,record date for the Special Meeting, will be entitled to vote at the AnnualSpecial Meeting. On the record date, there were          shares of our Common Stock outstanding. At the Special Meeting, the stockholders will be entitled to one vote for each share of our Common Stock held by them on the record date. On the Record Date, there were 28,687,412400.4910 shares of the Company’s common stock outstanding. Allour Series A Convertible Preferred Stock were outstanding, none of these outstanding shareswhich are entitled to vote at the Annual Meeting (one vote per share of common stock) in connection with the matters set forth in this Proxy Statement.Special Meeting.

In accordance with Delaware law, a list of stockholders entitled to vote at the meetingSpecial Meeting will be available at the place of the AnnualSpecial Meeting on             the date of the Annual Meeting, 2018 and will be accessible for ten days prior to the Annual Meetingmeeting at our principal place of business, 830 Winter Street, 3^rd Floor, Waltham, MA 02451, during normal business hours.between the hours of 9:00 a.m. and 5:00 p.m. local time.

How do I vote?

If on             the Record Date,, 2018, your shares were registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc., then you are a stockholder of record. Stockholders of record may vote viaby using the internet,Internet, by telephone or (if you received a proxy card by mail) mail as described below. Stockholders also may attend the meeting and vote in person. If you hold shares in “street name” (i.e., you are the beneficial owner of shares held through a bank, broker or other nominee),nominee, please refer to your proxy card the Notice or other information forwarded by your bank, broker or other nominee to see which voting options are available to you.

The method you use to vote will not limit your right to vote at the AnnualSpecial Meeting if you decide to attend in person. Written ballots will be passed out to anyone who wants to vote at the AnnualSpecial Meeting. If you hold your shares in street“street name,” you must obtain a proxy, executed in your favor, from the holder of record to be able to vote in person at the AnnualSpecial Meeting.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the AnnualSpecial Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:

If you holdare a beneficial owner of your shares, in street name, you must contact the bank, broker or other nominee holding your shares and follow their instructions for changing your vote.

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How many votes do you need to receive in order to hold the AnnualSpecial Meeting?

A quorum of stockholders is necessary to conduct business at the AnnualSpecial Meeting. Pursuant to our amended and restated bylaws, (the “Bylaws”), a quorum will be present if a majority of the voting power of outstanding shares of the Company entitled to vote generally in the election of directors is represented in person or by proxy at the AnnualSpecial Meeting. On the Record Date,record date, there were          28,687,412 shares of common stockCommon Stock outstanding and entitled to vote. Thus,          14,343,707 shares of Common Stock must be represented by stockholders present at the AnnualSpecial Meeting or represented by proxy to have a quorum. Our Series A Convertible Preferred Stock isnon-voting and is not included for the purposes of the calculations above.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you attend the AnnualSpecial Meeting and vote in person. Abstentions and broker Brokernon-votes will be counted for the purpose of determining whether a quorum is present for the transaction of business. If a quorum is not present, the chairman of the meeting or the holders of a majority of the votes present at the AnnualSpecial Meeting may adjourn the AnnualSpecial Meeting to another date.

What proposals will be voted on at the AnnualSpecial Meeting?

The following table provides a description of the proposals that will be voted on at the Annual Meeting:

Plurality means thatMajority of the nominees for director receiving the greatest number of votes will be elected. Withheld votes and “broker non-votes” (i.e., where a broker has not received voting instructions from the beneficial owner and for which the broker does not have discretionary power to vote on a particular matter) will have no effect on the election of a nominee.

Majority Votes CastVoting Power means that a proposal that receives an affirmative vote of a majority of the votes cast will be approved.voting power of all of the outstanding shares of the capital stock of the Company entitled to vote generally in the election of directors as of the record date. Abstentions and brokernon-votes will not be countedhave the effect of a vote “FOR” or “AGAINST” the proposal and will have no effect on the proposal.

Broker Discretionary Voting occurs when a broker does not receive voting instructions from the beneficial owner and votes those shares in its discretion on anythe proposal on which it is permitted to vote.

HowWhat are votes counted?the effects of abstentions and brokernon-votes?

VotesAn abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. Under Delaware law, abstentions are considered present and entitled to vote at the Special Meeting. As a result, abstentions will be counted byfor purposes of determining the inspectorpresence or absence of elections appointed fora quorum and will also count as votes “AGAINST” a proposal in cases where approval of the meeting, who will separately count “For” and (with respectproposal requires the affirmative vote of a majority of the voting power of all of the outstanding shares of the capital stock of the Company entitled to proposals other thanvote generally in the election of directors) “Against” votes, abstentions and broker non-votes. Broker non-votes,directors as described inof the next paragraph, have no effect and will not be counted towards the vote total for Proposalrecord date (Proposals 1 and Proposal 2.2).

If youryou are a beneficial owner of shares are held in street name, you will need to obtain a proxy form from“street name” and do not provide the institutionorganization that holds your shares with specific voting instructions, under the rules of various national and followregional securities exchanges, the organization that holds your shares may generally vote on routine matters but cannot vote onnon-routine matters. If the organization that holds your shares does not receive instructions includedfrom you on that form regarding how to instruct your broker to vote your shares. If you doshares on anon-routine matter, the organization that holds your shares does not give instructionshave the authority to your broker, your broker can vote your shareson the matter with respect to “discretionary” items, but not with respectthose shares. This is generally referred to “non-discretionary” items. Discretionary items are proposalsas a “brokernon-vote.” Proposals 1 and 2 involve matters that we believe will be considered routine under the rules onrelevant securities exchange rules. The “routine” treatment of these proposals does not affect the seriousness with which your broker may vote shares held in street name without your voting instructions. On non-discretionary items for which you do not give your broker instructions, the shareswe treat it. All other proposals involve matters that we believe will be treated as broker non-votes. Under current broker voting rules, any election of a member of the Board, whether contested or uncontested, is considered “non-discretionary” and therefore brokers are not permitted to vote your shares held in street name for the election of directors in the absence of instructions from you. Proposal 1 is “non-discretionary” and therefore ifnon-routine. We encourage you hold your shares through a broker, bank or other agent, your shares will not be voted on Proposal 1 unless youto provide voting instructions to the record holder.organization that holds your shares by carefully following the instructions provided by such organization.

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Could other matters be decided at the AnnualSpecial Meeting?

Histogenics does not know of any other matters that may be presented for action at the AnnualSpecial Meeting. Should any other business come before the AnnualSpecial Meeting, the individualspersons named as proxies on the proxy card will have

discretionary authority to vote the shares represented by proxies in accordance with their best judgment. If you hold shares through a broker, bank or other nominee as described above, they will not be able to vote your shares on any other business that comes before the AnnualSpecial Meeting unless they receive instructions from you with respect to such other business.

What happens if a director nominee is unable to stand for election?

If a nominee is unable to stand for election, the Board may either:

If the Board designates a substitute nominee, shares represented by proxies voted for the nominee who is unable to stand for election will be voted for the substitute nominee.

What happens if I submitsign and return my proxy card but do not provide voting instructions?

If you submit a proxy via telephone, the internet or return a signed and dated proxy card without indicating instructions with respect to specific proposals,marking any voting selections, your shares will be voted:

If any other matter is properly presented at the AnnualSpecial Meeting, the proxyholders for shares voted on the proxy card (i.e.(i.e., one of the individuals named as proxies on your proxy card) will vote your shares using their best judgment.

How do I obtain a separate set of Histogenics’ proxy materials if I share an address with other stockholders?

In some cases, stockholders holding their shares in a brokerage or bank account who share the same surname and address receive only one copy of the Notice.proxy statement. This practice, called “householding,” is designed to reduce duplicate mailings and save printing and postage costs as well as natural resources. If you would like to have a separate copy of the Notice, our Annual Report and/or this Proxy Statementproxy statement mailed to you or to receive separate copies of future mailings, please submit your request to the address or phone number that appears on your Notice or proxy card. We will deliver such additional copies promptly upon receipt of such request.

In other cases, stockholders receiving multiple copies of proxy materials at the same address may wish to receive only one copy.one. If you would like to receive only one copy if you now receive more than one, please submit your request to the address or phone number that appears on your Noticeproxy card.

Why is Histogenics seeking to increase the number of authorized shares of Common Stock?

We have 100,000,000 authorized shares of Common Stock. As of October 15, 2018, over 99,400,000 of these shares were issued and outstanding or proxy card.reserved for issuance under outstanding securities, including stock options, preferred stock and warrants. The Board believes that it is prudent to increase the authorized number of shares of Common Stock in order to maintain a reserve of shares available for immediate issuance to meet business needs, such as equity offerings, equity awards and strategic partnership opportunities promptly as they arise.

If the stockholders approve this proposal, when would Histogenics implement the increase in the number of authorized shares?

We currently expect that the Authorized Share Increase will be implemented as soon as practicable after the receipt of the requisite stockholder approval.

Why is Histogenics seeking to implement the Reverse Split?

On October 17, 2018, the Company received a deficiency letter from the Nasdaq Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying it that, for the last 30 consecutive business days, the closing bid price for the Company’s Common Stock has closed below a minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (“Rule 5550(a)(2)”). The Nasdaq deficiency letter had no immediate effect on the listing of our Common Stock, and our Common Stock continued to trade on The Nasdaq Capital Market under the symbol “HSGX” at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been given 180 calendar days, or until April 15, 2019 to regain compliance with Rule 5550(a)(2).

While the Company continues to seek alternative options, the Reverse Split is being proposed in order to possibly increase the market price of our Common Stock to satisfy the $1.00 minimum closing bid price required to avoid the delisting of our Common Stock from The Nasdaq Capital Market, if necessary. In addition, a higher stock price, if the price does increase, may, among other things, increase the attractiveness of our Common Stock to the investment community.

What are the consequences of being delisted from Nasdaq?

If we are not able to satisfy the minimum closing bid price requirement prior to April 15, 2019 (and any applicable extensions or panel hearings are exhausted) and we do not effect the Reverse Split in order to meet the $1.00 minimum closing bid price continued listing requirement of Nasdaq, our Common Stock would be delisted from the Nasdaq Capital Market. If we are delisted from the Nasdaq Capital Market, we may be forced to seek to be traded on an inter-dealer electronic quotation and trading system operated by OTC Markets Group, which

would require our market makers to request that our Common Stock be so listed. There are a number of negative consequences that could result from our delisting from The Nasdaq Capital Market, including, but not limited to, the following:

What would be the principal effects of the Reverse Split?

If implemented, the Reverse Split will have the following effects:

Would I need to take any action to receive post-Reverse Split shares?

All of the Company’s shares of Common Stock are held in book-entry form (that is, you do not have stock certificates evidencing your ownership of our Common Stock but instead receive statements reflecting the number of shares registered in your account), you would not need to take any action to receive your post-split shares, if the Reverse Split is implemented. If you are entitled to post-split shares, a transaction statement will be sent automatically to your address of record indicating the number of shares you hold.

What happens to any fractional shares resulting from the Reverse Split?

If you would be entitled to receive fractional shares as a result of the Reverse Split because you hold a number of shares of Common Stock before the reverse stock split that is not evenly divisible (in other words, it would result in a fractional interest following the Reverse Split), the Company shall not issue to any holder a fractional share of Common Stock on account of the Reverse Split. Rather, any fractional share of Common Stock resulting from such change shall be rounded upward to the nearest whole share of Common Stock. Share interests issued due to rounding are given solely to save the expense and inconvenience of issuing fractional shares of Common Stock and do not represent separately bargained for consideration.

What happens to equity awards under Histogenics’ equity incentive plans as a result of the Reverse Split?

If the Reverse Split is implemented, all shares of Common Stock subject to the outstanding equity awards (including stock options, performance shares and restricted stock) under Histogenics’ equity incentive plans will

be converted upon the effective date and time of the Reverse Split into between 5-50% of such number of such shares immediately preceding the Reverse Split (subject to adjustment for fractional interests), depending on the ratio of the Reverse Split approved by the Board. In addition, the exercise price of outstanding equity awards (including stock options and stock appreciation rights) will be adjusted to2-20 times the exercise price specified before the Reverse Split. As a result, the approximate aggregate exercise price will remain the same following the Reverse Split. No fractional shares will be issued pursuant to the plans following the Reverse Split. Therefore, if the number of shares subject to the outstanding equity awards immediately before the Reverse Split is not evenly divisible (in other words, it would result in a fractional interest following the Reverse Split), the number of shares of Common Stock issuable pursuant to such equity awards (including upon exercise of stock options and stock appreciation rights) will be rounded up to the nearest whole number.

Additional shares of Common Stock, if issued in connection with an equity award, would have a dilutive effect upon the percentage of equity of the Company owned by our present stockholders.

Can I receive future proxy materials and annual reports electronically?

Yes. This Proxy Statement and the Annual Report areproxy statement is available on the “Investors” section of our corporate website located at http://ir.histogenics.com. Instead of receiving paper copies in the mail, stockholders can elect to receive an e-mailemail that provides a link to our future annual reports and proxy materials on the internet. Opting to receive your proxy materials electronically will save us the cost of producing and mailing documents to your home or business will reduce the environmental impact of our annualstockholder meetings of stockholders and will give you an automatic link to the proxy voting site.

May I propose actions for consideration at next year’s annual meeting of stockholders or nominate individuals to serve as directors?

Yes. The following requirements apply to stockholder proposals, including director nominations, for our 20182019 annual meeting of stockholders:

Requirements for Stockholder Proposals to be Considered for Inclusion in Histogenics’ Proxy Materials:

Stockholders interested in submitting a proposal (other than the nomination of directors) for inclusion in the proxy materials to be distributed by us for our 2019 annual meeting of stockholders may do so by following the procedures prescribed in Rule14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To be eligible for inclusion in Histogenics’ proxy materials, stockholder proposals must be received at our principal executive offices no later than the close of business on December 27, 2018 which is the 120^th day prior to the first anniversary of the date that we released this Proxy Statementour proxy statement to our stockholders for the Annual Meeting.our 2018 annual meeting of stockholders. To be included in our proxy materials, your proposal also must comply with the Bylaws andRule 14a-8 promulgated under the Exchange Act regarding the inclusion of stockholder proposals in company-sponsored proxy materials. If we change the date of the 2019 annual meeting of stockholders by more than 30 days from the

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anniversary of the Annual Meeting, stockholder proposals must be received a reasonable time before we begin to print and mail our proxy materials for our 2019 annual meeting of stockholders. Such proposals should be sent to Histogenics Corporation, 830 Winter Street, 3^rrdd Floor, Waltham, MA 02451, Attention: Corporate Secretary.

Requirements for Stockholder Nomination of Director Candidates and Stockholder Proposals Not Intended for Inclusion in Histogenics’ Proxy Materials:

Stockholders who wish to nominate persons for election to the Board at our 20182019 annual meeting of stockholders or who wish to present a proposal at our 2019 annual meeting of stockholders, but who do not intend for such proposal to be included in the Company’s proxy materials for such meeting, must deliver written notice of the nomination or proposal to our Corporate Secretary at our principal executive offices no earlier than February 10, 2019, which is the 75^th day prior to the first anniversary of the date we released this Proxy

Statement to our stockholders for the Annual Meeting,annual meeting, and no later than March 12, 2019, which is the 45^th day prior to the first anniversary of the date we released this Proxy Statementour proxy statement to our stockholders for the Annual Meeting.2018 annual meeting of stockholders. However, if we change the date of our 2019 annual meeting of stockholders by more than 30 days from the anniversary of this year’s Annual Meeting,annual meeting of stockholders, which was held on June 15, 2018, such nominations and proposals must be received no later than the close of business on the later of (a) the 90^th day prior to our 2019 annual meeting of stockholders and (b) the 10^th day following the day we first publicly announce the date of our 2019 annual meeting of stockholders. The stockholder’s written notice must include certain information concerning the stockholder and each nominee and proposal, as specified in our Bylaws. If the stockholder does not also satisfy the requirements ofRule 14a-4 promulgated under the Exchange Act, the persons named as proxies will be allowed to use their discretionary voting authority when and if the matter is raised at the 2019 annual meeting of stockholders. Such nominations or proposals should be sent to Histogenics Corporation, 830 Winter Street, 3^rd Floor, Waltham, MA 02451, Attention: Corporate Secretary.

Copy of Amended and Restated Bylaws:

You may request a copy of the Bylaws at no charge by writing to our Corporate Secretary at 830 Winter Street, 3^rd Floor, Waltham, MA 02451. A current copy of the Bylaws also is available on the “Investors” section of our corporate website located at http://ir.histogenics.com.

Whom should I call if I have any questions?

If you have any questions, would like additional Histogenics proxy materials or proxy cards, or need assistance in voting your shares, please contact Investor Relations, Histogenics Corporation, 830 Winter Street, 3^rd Floor, Waltham, MA 02451 or by telephone at (781)547-7900.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE MEETING TO BE HELD ON FRIDAY, JUNE 15, 2018:

The Notice, this Proxy Statement and the Annual Report are available on-line at www.proxyvote.com.

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PROPOSAL 1

ELECTION OF DIRECTORSImportant Notice Regarding Proxy Materials

Under our Bylaws, the Board is divided into three classes of roughly equal size. The members of each class are elected to serve a three-year term with the term of office of each of the three classes ending in successive years. Pursuant to our amended and restated Bylaws, the Board has fixed the current number of directors at eight. Joshua Baltzell and Kevin Rakin are the two Class I directors whose terms expire at the Annual Meeting. Messrs. Baltzell and Rakin have been nominated for election by the Board to serve until the 2021 annual meeting of stockholders or until their successors are elected (or until their earlier death, resignation or removal). It is our policy to encourage nominees for director to attend the Annual Meeting.

Directors are elected by a plurality of the votes cast at the Annual Meeting. The two nominees receiving the highest number of “FOR” votes will be elected. Abstentions and broker non-votes will have no effect on the outcome of the election of directors at the Annual Meeting.

Shares represented by signed proxy cards will be voted on Proposal 1 “FOR” the election of Messrs. Baltzell and Rakin to the Board at the Annual Meeting, unless otherwise marked on the card. If any Histogenics director nominee becomes unavailable for election as a result of an unexpected occurrence, shares represented by proxy will be voted for the election of a substitute nominee designated by our current Board, unless otherwise markedSpecial Meeting to be Held on             the card. Messrs. Baltzell and Rakin, Histogenics’ two director nominees, have each agreed to serve as a director if elected. We have no reason to believe that any of the Histogenics nominees will be unable to serve if elected.

Nominees for Election as Class I Directors at the Annual Meeting,             , 2018

This year’s nominees for election to the Board as our Class I directors to serve for a term of three years expiring at the 2021 annual meeting of stockholders, or until their successors have been duly elected and qualified or until their earlier death, resignation or removal, are provided below. The age of each director as of the Record Date is set forth below.

The following is additional information about each of the nominees as of the date of this Proxy Statement, including their business experience, public company director positions held currently or at any time during the last five years, involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Nominating/Corporate Governance Committee and the Board to determine that the nominees should serve as one of our directors.

Joshua Baltzell has served as a member of the Board since July 2012. Mr. Baltzell is a Venture Partner at Split Rock Partners, and also serves as a Venture Partner at SightLine Partners. He has been with Split Rock since 2004 and with SightLine since 2014. Mr. Baltzell has over 20 years of experience in the healthcare industry. Prior to his tenure in the venture capital industry, Mr. Baltzell held roles as an investment banker at Piper Jaffray Companies from 2000 to 2002, where he focused primarily on mergers and acquisitions in the medical device sector, as well as various marketing and business development positions with SCIMED and Boston Scientific. Mr. Baltzell currently serves on the boards of Magnolia Medical, ViewPoint Medical and Colorescience. Mr. Baltzell holds a B.A. in Economics from St. Olaf College and an M.B.A. from the University of Minnesota’s Carlson School of Management. We believe that Mr. Baltzell’s qualifications to serve as a director of the Company include his extensive experience in the venture capital industry, his investment banking experience in the healthcare and medical device industries with both public and privately held companies and his significant prior board experience.

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Kevin Rakin has served as a member of the Board since October 2012. Mr. Rakin is a co-founder and Partner at HighCape Partners, a growth equity life sciences fund where he has served since November 2013. From June 2011 to November 2012, Mr. Rakin was the President of Regenerative Medicine at Shire plc, aleading specialty biopharmaceutical company. Mr. Rakin currently serves on a number of boards, including Oramed Pharmaceuticals, Inc., Cheetah Medical Inc. and TELA Bio, Inc.Mr. Rakin holds an M.B.A. from Columbia University and received his graduate and undergraduate degrees in Commerce from the University of Cape Town, South Africa. We believe that Mr. Rakin’s qualifications to serve as a director of the Company include his extensive experience as an executive in the biotechnology industry, as well as his service in positions in various companies as a chief executive officer, chief financial officer and president and his involvement in public and private financings and mergers and acquisitions in the biotechnology industry.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF

JOSHUA BALTZELL AND KEVIN RAKIN AS CLASS I DIRECTORS

Continuing Directors Not Standing for Election

Certain information about those directors whose terms do not expire at the Annual Meeting is furnished below, including their business experience, public company director positions held currently or at any time during the last five years, involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Nominating/Corporate Governance Committee and the Board to determine that the directors should serve as one of our directors. The age of each director as of the Record Date is set forth below.

Class II Directors (Terms Expire in 2019)

Adam Gridley has served as our Chief Executive Officer and President since May 2014. Mr. Gridley previously served from October 2012 until May 2014 as Senior Vice President of Technical Operations at Merz North America, Inc., the North American business unit of Merz, Inc., a privately-held pharmaceuticals company. From September 2011 to October 2012, he was Senior Vice President, Operations & Product Development responsible for global research and development and manufacturing for Merz Aesthetics, Inc., a global business unit of Merz, Inc., and from July 2010 to September 2011, Mr. Gridley held the position of Senior Vice President, Product Development at Merz. From September 2008 to July 2010, Mr. Gridley was Senior Vice President, Corporate Development for BioForm Medical, Inc., a publicly-traded company acquired by Merz, Inc. Mr. Gridley holds a B.S. and an M.B.A. from the University of Denver. We believe that Mr. Gridley’s qualifications to serve as a director of the Company include his extensive experience as an executive in the biotechnology industry and his prior service as a senior-level executive in both early stage and mature biotechnology companies.

Michael Lewis has served as a member of the Board since May 2011. Mr. Lewis has more than 25 years of experience in the investment management and retail industries. Mr. Lewis is currently Chairman of Oceana Investment Corporation Limited, a private U.K. investment company. Mr. Lewis currently serves as Chairman of Strandbags Holdings Pty Limited, an Australian retail company comprising some 300 stores and Chairman and Non-Executive Director of The Foschini Group Limited, a South African retail company with some 4,000 stores. Mr. Lewis serves on the board of United Trust Bank Limited, a U.K.-based bank, and served on the Supervisory Board of Axel Springer AG in Germany from 2007 to September 2012. Mr. Lewis previously worked for Ivory and Sime, a money manager based in Scotland, and Lombard Odier, a money manager based in England. He has an undergraduate degree and a postgraduate degree from the University of Cape Town. We believe Mr. Lewis’ qualifications to serve as a director of the Company include his extensive experience in money management, and as an investor and director of biomedical and other companies.

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Susan B. Washer has served as a member of the Board since April 2018. Ms. Washer is the President and Chief Executive Officer of Applied Genetic Technologies Corporation (“AGTC”), where she has served in such capacity since March 2002 and as a member of its board of directors since November 2003. Ms. Washer was also AGTC’s chief operating officer from October 2001 to March 2002. From June 1994 to October 2001, Ms. Washer led two entrepreneurial firms including serving as president and chief executive officer of Scenic Productions and as the Founding Executive Director and then Business Advisor for the North Florida Technology Innovation Center, a public-private organization financing and providing services to entrepreneurial companies licensing STEM based technology from Florida universities. Ms. Washer currently serves on the board of directors of Biotechnology Innovation Organization (“BIO”) and the Alliance for Regenerative Medicine. Previously, Ms. Washer served as chairman of the BioFlorida board and the Southeast BIO board and continues her involvement with both organizations as a member of their respective boards. From October 1983 to June 1994, Ms. Washer served in various research and pharmaceutical management positions with Abbott Laboratories and Eli Lilly and Company. Ms. Washer received a B.S. in biochemistry from Michigan State University and an M.B.A. from the University of Florida. We believe that Ms. Washer’s qualifications to serve as a director of the Company include her education and professional background in science and business management, her years of experience in the pharmaceutical and biotechnology industries and her service as a senior executive of early and late stage biotechnology companies.

Class III Directors (Terms Expire in 2020)

David Gill has served as a member of the Board since February 2015. Mr. Gill served as the President and Chief Financial Officer of EndoChoice, Inc., a medical device company focused on gastrointestinal disease from April 2016 through the sale of the company to Boston Scientific in November 2016 and as Chief Financial Officer from August 2014 to April 2016.  Previously, he served as the Chief Financial Officer of INC Research, a clinical research organization, from February 2011 to August 2013 after having served as a board member and its audit committee chairman from 2007 to 2010. Mr. Gill was the Chief Financial Officer of TransEnterix, Inc., a medical device company, from March 2009 to February 2011. Mr. Gill also currently serves on the boards of Melinta Therapeutics, Inc. (f/k/a Cempra, Inc.), Evolus, Inc. and YmAbs Therapeutics, Inc.  Mr. Gill previously served as a director of two public life science company boards, LeMaitre Vascular, Inc. and IsoTis OrthoBiologics, Inc. and several private life science companies from 2006 to 2009. Earlier in his career Mr. Gill served in a variety of senior executive leadership roles for several publically-traded companies including NxStage Medical, CTI Molecular Imaging, Inc., Interland Inc. and Novoste Corporation. Mr. Gill holds a B.S. degree, cum laude, in Accounting from Wake Forest University and an M.B.A. degree, with honors, from Emory University, and was formerly a certified public accountant.  We believe that Mr. Gill’s qualifications to serve as a director of the Company include his extensive experience as an executive in the life sciences industry and his extensive prior service as a director in other public and private mature life sciences companies.

John H. Johnson has served as a member of the Board since November 2013. Mr. Johnson served as President and Chief Executive Officer of Dendreon Corporation from January 2012 to August 2014. Mr. Johnson previously served as the Chief Executive Officer and a director of Savient Pharmaceuticals, Inc., a pharmaceutical company, from January 2011 until January 2012, and prior to that time, served as Senior Vice President and President of Eli Lilly and Company’s oncology unit from November 2009 until January 2011. He was also Chief Executive Officer of ImClone Systems Incorporated from 2007 until November 2009, and served on ImClone’s board of directors until it was acquired by Eli Lilly in 2008. Prior to joining ImClone, Mr. Johnson served as Company Group Chairman of Johnson & Johnson’s Worldwide Biopharmaceuticals unit from 2005 until 2007, President of its Ortho Biotech Products LP and Ortho Biotech Canada units from 2003 until 2005, and Worldwide Vice President of its CNS, Pharmaceuticals Group Strategic unit from 2001 until 2003. Mr. Johnson currently serves as chairman of the board of directors of Strongbridge Biopharma plc, and as a director of AVEO Pharmaceuticals, Inc., Melinta Therapeutics, Inc. (f/k/a Cempra, Inc.) and Portola Pharmaceuticals, Inc. He also served as a member of the board of directors for the Pharmaceutical Research and Manufacturers of America and as a member of the Health Section Governing Board of Biotechnology Industry Organization. He earned his B.S. from the East Stroudsburg University of Pennsylvania. We believe that Mr. Johnson’s qualifications to serve as a director of the Company include his extensive experience as an executive in the biotechnology industry and his prior service as a senior-level executive in mature biotechnology companies.

Garheng Kong, M.D., Ph.D. has served as a member of the Board since July 2012. Dr. Kong has been the Managing Partner of HealthQuest Capital, a healthcare investment firm, since July 2013. He was a general partner at

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Sofinnova Ventures, a venture capital firm focused on life sciences, from September 2010 to December 2013. From 2000 to September 2010, he was at Intersouth Partners, a venture capital firm, most recently as a general partner. Dr. Kong has served on the board of directors of Melinta Therapeutics, Inc. (f/k/a Cempra, Inc.) since 2006 and as chairman of its board from 2008 to 2017. Dr. Kong has also served on the board of directors of Strongbridge Biopharma plc since September 2015, the board of directors of Alimera Sciences, Inc. since October 2012 and on the board of directors of Laboratory Corporation of America Holdings since December 2013. Dr. Kong holds a B.S. from Stanford University. He holds an M.D., Ph.D. and an M.B.A. from Duke University. We believe that Dr. Kong’s qualifications to serve as a director of the Company include his knowledge and experience in the venture capital industry, his medical training and his significant prior board experience with both public and privately held companies.

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CORPORATE GOVERNANCE

Independence of the Board of Directors

As required under Nasdaq listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors. Consistent with these regulations, after review of all relevant transactions or relationships between each director, or any of his family members, and the Company, its senior management and its independent registered public accounting firm, the Board has determined that all of our directors are independent directors within the meaning of applicable Nasdaq listing standards, except for Mr. Gridley, our Chief Executive Officer.

Information Regarding the Board of Directors and its Committees

As required under Nasdaq listing standards, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present. Dr. Kong, Chairman of the Board, presides over these executive sessions.

The Board has an Audit Committee (the “Audit Committee”), a Compensation Committee (the “Compensation Committee”) and a Nominating/Corporate Governance Committee (the “Nominating/Corporate Governance Committee”). The following table provides membership and meeting information for each of the Board committees during 2017:

Below is a description of each committee of the Board. The Board has determined that each member of the Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee meets applicable rules and regulations regarding “independence” and that each such member is free of any relationship that would interfere with his individual exercise of independent judgment with regard to the Company.

Audit Committee

The Audit Committee of the Board oversees the quality and integrity of the Company’s financial statements and other financial information provided to the Company’s stockholders, the retention and performance of the Company’s independent accountants, the effectiveness of the Company’s internal controls and disclosure controls, and the Company’s compliance with ethics policies and SEC and related regulatory requirements. Pursuant to the Audit Committee charter, the functions of the Audit Committee include, among other things: (1) appointing, approving the compensation of, and assessing the independence of our registered public accounting firm; (2) overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm; (3) reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures; (4) monitoring our internal control over financial reporting and our disclosure controls and procedures; (5) meeting independently with our registered public accounting firm and management; (6) furnishing the audit committee report required by SEC rules; (7) reviewing and approving or ratifying any related person transactions; and (8) overseeing our risk assessment and risk management policies. Our Audit Committee charterproxy statement is available on the “Investors” section of our corporate website locatedon-line at http://ir.histogenics.com. Three directors comprised the Audit Committee as of December 31, 2017: Mr. Gill (the Chairman of the Audit Committee), Mr. Johnson and Mr. Rakin. The Audit Committee met five times during 2017.  In addition, the members of the Audit Committee met informally in conjunction with each regularly scheduled quarterly Board meeting and at other times throughout the year to discuss a variety of matters.

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All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. The Board of Directors has determined that Messrs. Gill and Rakin are “audit committee financial experts” as defined by applicable SEC rules and have the requisite financial sophistication as defined under the applicable Nasdaq rules and regulations.

The Board annually reviews the Nasdaq listing standards definition of independence for Audit Committee members and has determined that all members of our Audit Committee are independent (as independence is currently defined in applicable Nasdaq listing standards and Rule 10A-3 promulgated under the Exchange Act).

Compensation Committee

The Compensation Committee of the Board reviews and approves the design of, assesses the effectiveness of, and administers compensation programs for officers and employees, including our equity incentive plans. Pursuant to the Compensation Committee charter, the functions of the Compensation Committee include: (1) evaluating the performance of our chief executive officer and determining the chief executive officer’s salary and contingent compensation based on his or her performance and other relevant criteria; (2) identifying the corporate and individual objectives governing the chief executive officer’s compensation; (3) approving the compensation of our other executive officers; (4) making recommendations to the Board with respect to director compensation; (5) reviewing and approving the terms of material agreements between us and our executive officers; (6) overseeing and administering our equity incentive plans and employee benefit plans; (7) reviewing and approving policies and procedures relating to the perquisites and expense accounts of our executive officers; (8) preparing the annual Compensation Committee report required by SEC rules; and (9) conducting a review of executive officer succession planning, as necessary, reporting its findings and recommendations to the Board, and working with the Board in evaluating potential successors to executive officer positions. In accordance with NASDAQ listing standards and our amended and restated Compensation Committee charter, the Board has granted our Compensation Committee the authority and responsibility to retain or obtain the advice of compensation consultants, legal counsel and other compensation advisers, the authority to fund such advisers, and the responsibility to consider the independence factors specified under applicable law and any additional factors the Compensation Committee deems relevant. Our Compensation Committee charter is available on the “Investors” section of our corporate website located at http://ir.histogenics.com.

In addition, the Compensation Committee has adopted additional internal policies and procedures relating to administration of the Company’s equity incentive plans, including the following:

In advance of the Compensation Committee’s first meeting each year, the Compliance Monitor provides the Compensation Committee information on the following: (1) the aggregate number of shares available for issuance under each equity incentive plan still in effect; (2) the expiration date for each such equity incentive plan; (3) the annual limit on equity grants to any one individual under each equity incentive plan; and (4) the number of shares covered by awards already granted to each of the Company’s executive officers under the Company’s equity incentive plans. The Compensation Committee reviews this information prior to making any equity compensation award to any executive officer.

2018 Public Offering

In September 2014,On October 5, 2018, we entered into our ECCan underwriting agreement (the “Underwriting Agreement”) with Intrexon governing a “channel collaboration” arrangement. PursuantCanaccord Genuity LLC, as representative (“Representative”) of the several underwriters (collectively, the “Underwriters”), related to the ECC,public offering (the “2018 Offering”) of 26,155,000 shares (the “2018 Common Shares”) of Common Stock, and warrants to purchase up to 19,616,250 shares of Common Stock with an exercise price of $0.70 per share (the “2018 Warrants”) at a combined purchase price of $0.65 per share of Common Stock and accompanying warrant to purchase 0.75 shares of Common Stock. The 2018 Warrants are exercisable immediately through and including October 10, 2023.

Wilmslow, which is a greater than 5% holder of our Common Stock and an affiliate of Michael Lewis, a member of the Board, purchased 2018 Common Shares and 2018 Warrants in the 2018 Offering. Kevin Rakin, a member of the Board, purchased 2018 Common Shares and 2018 Warrants in the 2018 Offering. Perceptive and Sio Capital, which are each greater than 5% holders of our Common Stock, purchased 2018 Common Shares and 2018 Warrants in the 2018 Offering.

PROPOSAL 1

APPROVAL OF THE AUTHORIZED SHARE INCREASE

Background

Our Board has determined that it is advisable and in our and our stockholders’ best interests to increase the number of authorized shares of Common Stock from 100,000,000 to 250,000,000 shares, par value $0.01 per share. Accordingly, stockholders are asked to approve an amendment to our Certificate of Incorporation to effectuate such increase.

The Board strongly believes that the increase in the number of authorized shares of Common Stock is necessary to provide us with resources and flexibility with respect to our capital sufficient to execute our business plans and strategy.

Accordingly, the Board has unanimously approved a resolution proposing such amendment to our Certificate of Incorporation and directed that it be submitted for approval at the Special Meeting.

The text of the form of the proposed Certificate of Amendment (the “Amendment”) to our Certificate of Incorporation, which assumes the approval of this Proposal 1, is attached hereto asAnnex A.

As of October 15, 2018, we are responsiblehad outstanding 62,025,398 shares of Common Stock. Additionally, we have reserved (i) 3,548,786 shares of Common Stock issuable upon the exercise of outstanding options under our 2012 Equity Incentive Plan and 2013 Equity Incentive Plan (the “2013 Plan”), (ii) 148,613 shares of Common Stock reserved for issuance under the 2013 Plan, (iii) 33,145,228 shares of Common Stock issuable upon the exercise of outstanding warrants, (iv) 177,996 shares of Common Stock issuable upon conversion of shares of our Series A Convertible Preferred Stock, (v) 310,993 shares of Common Stock reserved for issuance under our 2013 Employee Stock Purchase Plan (the “ESPP”) and (vi) 200,000 shares of Common Stock reserved for issuance under an inducement option granted outside of the 2013 Plan pursuant to Nasdaq Listing Rule 5635(c)(4). As a result, we have allocated 99,408,401 shares of our 100,000,000 shares of authorized Common Stock under the Certificate of Incorporation, leaving only 591,599 shares of Common Stock unallocated for potential issuance.

The number of shares outstanding or reserved for issuance under outstanding options, warrants, preferred stock and other derivative securities set forth above does not reflect the Reverse Split set forth in Proposal 2 below. If the Reverse Split is approved, such number of shares, but not the number of authorized shares, would be adjusted proportionally.

Reasons for the Proposed Increase in Number of Authorized Shares of Common Stock

To provide us with resources and flexibility with respect to our capital sufficient to execute our business plans and strategy. The increase in authorized shares of Common Stock will provide us greater flexibility with respect to our capital structure for various purposes as the need may arise from time to time. These purposes may include: raising capital, establishing strategic relationships with other companies, expanding our business through the acquisition of other businesses or products and providing equity incentives to employees, officers or directors.

Principal Effects of Increase in Number of Authorized Shares of Common Stock

If stockholders approve this Proposal 1, the additional authorized shares of Common Stock will have rights identical to the currently outstanding shares of our Common Stock. The proposed amendment will not affect the par value of the Common Stock, which will remain at $0.01 per share. Approval of this Proposal 1 and issuance of the additional authorized shares of Common Stock would not affect the rights of the holders of currently outstanding shares of our Common Stock, except for effects incidental to increasing the number of shares of our Common Stock outstanding, such as dilution of any earnings per share and voting rights of current holders of Common Stock.

The additional authorized shares of Common Stock by the approval of this Proposal 1 could be issued by our Board without further vote of our stockholders except as may be required in particular cases by our Certificate of Incorporation, the DGCL or other applicable law, regulatory agencies or Nasdaq rules. Stockholders do not have preemptive rights to subscribe to additional securities that we may issue, which means that current stockholders do not have a prior right thereunder to purchase any new issue of Common Stock, or securities that are convertible into Common Stock, in order to maintain their proportionate ownership interests in the Company.

Our stockholders are not entitled to dissenters’ or appraisal rights under the DGCL with respect to the proposed amendment to our Certificate of Incorporation to increase the number of authorized shares of Common Stock and we will not independently provide the stockholders with any such right if the increase is implemented.

The proposed amendment to our Certificate of Incorporation to increase the number of authorized shares of our Common Stock could, under certain circumstances, have an anti-takeover effect. The additional shares of Common Stock that would become available for issuance if this Proposal 1 is approved could also be used by us to oppose a hostile takeover attempt or to delay or prevent changes in control or our management. For example, without further stockholder approval, the Board could adopt a “poison pill” which would, under certain circumstances related to an acquisition of our securities not approved by the Board, give certain holders the right to acquire additional shares of Common Stock at a low price, or the Board could strategically sell shares of Common Stock in a private transaction to purchasers who would oppose a takeover or favor the current Board.

Although this Proposal 1 to increase the authorized Common Stock has been prompted by business and financial considerations and not by the threat of any hostile takeover attempt (nor is the Board currently aware of any such attempts directed at us), nevertheless, stockholders should be aware that approval of this Proposal 1 could facilitate future efforts by us to deter or prevent changes in control, including transactions in which the stockholders might otherwise receive a premium for their shares over then current market prices.

This Proposal 1 will be effective upon its approval by our stockholders at the Annual Meeting and is not conditioned upon the approval by our stockholders of any other proposal. As each proposal will be presented to our stockholders at the Annual Meeting in the order presented herein, if this proposal is approved by our stockholders, it will become effective.

No Appraisal Rights

Under the DGCL, stockholders are not entitled to rights of appraisal with respect to Proposal 1, and we will not independently provide our stockholders with any such right.

Vote Required

The affirmative vote of a majority of the voting power of all of the outstanding shares of the capital stock of the Company entitled to vote generally in the election of directors as of the record date will be required for approval of this Proposal 1.

Bifurcation of Proposal 1 and Proposal 2

While the Amendment reflects the proposed amendments to our Certificate of Incorporation described in both Proposal 1 and Proposal 2, the approval of one proposal is not conditioned on the approval of the other proposal. To the extent that only one of these two proposals is approved by stockholders, we will only include the language relating to the proposal that was approved in the version of the Amendment that we file with the Secretary of State of the State of Delaware.

THE BOARD RECOMMENDS A VOTE “FOR” THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO INCREASE THE AMOUNT OF AUTHORIZED SHARES OF COMMON STOCK TO 250,000,000

PROPOSAL 2

APPROVAL OF THE REVERSE SPLIT

Background

Our Board has unanimously adopted resolutions approving a proposal to amend our Certificate of Incorporation to effect the Reverse Split of all our outstanding shares of Common Stock, at a ratio between1-for-2 and1-for-20, to be determined at the discretion of the Board at any time before the earlier of June 30, 2019 and the next annual meeting of stockholders of the Company (the “Authorized Period”), for the purpose of complying with Nasdaq Listing Rule 5550(a)(2), subject to the Board’s discretion to abandon such amendment. If this Proposal 2 is approved, the Board may decide not to effect the Reverse Split if it determines that it is not in the best interests of the Company to do so. If the Board determines to implement the Reverse Split, it will become effective upon filing a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware or at such later date specified therein.

The text of the proposed Certificate of Amendment to our Certificate of Incorporation to effect the Reverse Split is included asAnnex A to this Proxy Statement.

Purpose of the Reverse Split

The primary purpose of the Reverse Split, if implemented, would be to potentially increase the market price of our Common Stock so that we can meet the minimum bid price rule requirements of Nasdaq. On October 17, 2018, we received a deficiency letter from Nasdaq indicating that, based on the closing bid price per share of our Common Stock for the last 30 consecutive business days, we did not comply with the minimum bid price requirement of $1.00 per share, as set forth in Nasdaq Listing Rule 5550(a)(2). The notification had no immediate effect on the listing of our Common Stock on Nasdaq. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have a grace period of 180 calendar days, or until April 15, 2019, to regain compliance with the minimum closing bid price requirement for continued listing. In order to regain compliance, the minimum closing bid price per share of our Common Stock must be at least $1.00 for a minimum of ten consecutive business days. In the event we do not regain compliance by April 15, 2019, we may be afforded an additional 180-day compliance period, provided we demonstrate that we meet all other applicable standards for continued listing on The Nasdaq Capital Market (except the bid price requirement), and provide written notice of our intention to cure the minimum bid price deficiency during the second grace period, by effecting a reverse stock split, if necessary. If we fail to regain compliance after the second grace period, our Common Stock will be subject to delisting by Nasdaq. At that time, we may appeal delisting determination to a Nasdaq Listing Qualifications Panel (“Panel”). The Company would remain listed pending the Panel’s decision.

As of October 15, 2018, the last reported closing price of our Common Stock on The Nasdaq Capital Market was $0.627. A delisting of our Common Stock may materially and adversely affect a holder’s ability to dispose of, or to obtain accurate quotations as to the market value, of, the Common Stock. In addition, any delisting may cause the Common Stock to be subject to “penny stock” regulations promulgated by the SEC. Under such regulations, broker-dealers are required to, among other things, comply with disclosure and special suitability determinations prior to the sale of shares of Common Stock. If our Common Stock becomes subject to these regulations, the market price of the Common Stock and the liquidity thereof could be materially and adversely affected. Reducing the number of outstanding shares of our Common Stock should, absent other factors, increase the per share market price of our Common Stock, although we cannot provide any assurance that our minimum bid price would remain above the minimum bid price requirement of Nasdaq, or that this theoretical increase would indeed occur. Accordingly, we believe that approval of the amendment to our Certificate of Incorporation to effect the Reverse Split in the Board’s discretion is in the Company’s and our stockholders’ best interests.

In addition to increasing the market price of our Common Stock so that we can meet the minimum bid price rule requirements of Nasdaq, we believe that the Reverse Split could enhance the appeal of our Common Stock to

the financial community, including institutional investors, and the general investing public. We believe that a number of institutional investors and investment funds are reluctant to invest in lower-priced securities and that brokerage firms may be reluctant to recommend lower-priced stock to their clients, which may be due in part to a perception that lower-priced securities are less promising as investments, are less liquid in the event that an investor wishes to sell its shares, or are less likely to be followed by institutional securities research firms and development costs incurredtherefore to have less third-party analysis of the Company available to investors. In addition, certain institutional investors or investment funds may be prohibited from buying stocks whose price is below a certain threshold. We believe that the reduction in the number of issued and outstanding shares of Common Stock caused by Intrexonthe Reverse Split, together with the anticipated increased stock price immediately following and resulting from the Reverse Split, may encourage interest and trading in our Common Stock and thus possibly promote greater liquidity for our stockholders, thereby resulting in a broader market for the Common Stock than that which currently exists.

Reducing the number of outstanding shares of our Common Stock through the Reverse Split is intended, absent other factors, to theoretically increase the per share market price of our Common Stock. However, other factors, such as our financial results, market conditions and the market perception of our business, may adversely affect the market price of our Common Stock. As a result, there can be no assurance that the Reverse Split, if completed, will result in the intended benefits described above, that the market price of our Common Stock will increase following the Reverse Split or that the market price of our Common Stock will not decrease in the future. Additionally, we cannot assure you that the market price per share of our Common Stock after the Reverse Split will increase in proportion to the reduction in the number of shares of our Common Stock outstanding before such Reverse Split. Accordingly, the total market capitalization of our Common Stock after the Reverse Split may be lower than the total market capitalization before the Reverse Split.

We cannot be sure that our share price will comply with the requirements for continued listing of our shares of Common Stock on Nasdaq in the future or that we will comply with the other continued listing requirements. If our shares of Common Stock lose their status on Nasdaq, we believe that our shares of Common Stock would likely be eligible to be quoted on an inter-dealer electronic quotation and trading system operated by OTC Markets Group. These markets are generally considered to be less efficient than, and not as broad as, Nasdaq. Selling our shares of Common Stock on these markets could be more difficult because smaller quantities of shares would likely be bought and sold, and transactions could be delayed. In addition, in the event that our shares of Common Stock are delisted, broker-dealers have certain regulatory burdens imposed upon them, which may discourage them from effecting transactions in our Common Stock, further limiting the liquidity of our Common Stock. These factors could result in lower prices and larger spreads in the bid and ask prices for our Common Stock.

A delisting from Nasdaq and continued or further declines in our share price could also greatly impair our ability to raise additional necessary capital through equity or debt financing, and could significantly increase the ownership dilution to stockholders caused by our issuing equity in financing or other transactions. There are risks associated with the developmentReverse Split, including that the Reverse Split may not result in a sustained increase in the per share price of product candidates developedour Common Stock.

We cannot predict whether the Reverse Split will increase the market price for our Common Stock on a sustained basis, if at all. The history of similar stock split combinations for companies in like circumstances is varied. There is no assurance that:

The market price of our Common Stock will also be based on our performance and other factors, some of which are unrelated to the number of shares outstanding. If the Reverse Split is effected and the market price of our Common Stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Split. Furthermore, the liquidity of our Common Stock could be adversely affected by the reduced number of shares that would be outstanding after the Reverse Split.

Board Discretion to Implement the Reverse Split

If this Proposal 2 is approved by the Company’s stockholders, the Board will have the authority, in its sole determination without any further action necessary by the stockholders, to effect the Reverse Split during the Authorized Period at a ratio set forth in the above range, as determined by the Board. The Board may, in its sole determination, choose to not effect the Reverse Split. The Board believes that granting this discretionary authority provides the Board with maximum flexibility to react to prevailing market conditions and future changes to the market price of our Common Stock, and therefore better enables it to act in the best interests of the Company. In addition to the Reverse Split, the Board may also pursuing other alternatives that may enable the Company to meet with the requirements for continued listing of our shares of Common Stock on Nasdaq. In exercising its discretion, the Board may consider the following factors:

At the close of business on October 15, 2018, the Company had 62,025,398 shares of Common Stock issued and outstanding. Following the effectiveness of the Reverse Split, if implemented, at a1-for-2 ratio, the Company would have approximately 31,012,699 shares of Common Stock issued and outstanding (without giving effect to the treatment of fractional shares or any issuances of Common Stock after October 15, 2018) following the Reverse Split and at a1-for-20 ratio, the Company would have approximately 3,101,270 shares of Common Stock issued and outstanding (without giving effect to the treatment of fractional shares or any issuances of Common Stock after October 15, 2018) following the Reverse Split. The actual number of shares of Common Stock outstanding after giving effect to the Reverse Split will depend on the ratio that is ultimately selected by the Board, and the number of shares of Common Stock outstanding at the time the Reverse Split is effected. The Company does not expect the Reverse Split to have any economic effect on stockholders, warrant holders, debt holders or holders of options, except to the extent the Reverse Split results in fractional shares as discussed below.

Procedure for Effecting the Reverse Split

Subject to the stockholder approval, if the Board decides to implement the Reverse Split, the Board will effect the split at a ratio between1-for-2 and1-for-20, to be determined at the discretion of the Board. We will file a Certificate of Amendment to our Certificate of Incorporation, substantially in the form attached to this Proxy Statement asAnnex A, with the Secretary of State of the State of Delaware to effect the Reverse Split. The Reverse Split would become effective at such time as the Certificate of Amendment is filed with the Secretary of State of the State of Delaware or at such later time as is specified therein. No further action on the part of the Company’s stockholders would be required and all shares of our Common Stock that were issued and outstanding immediately prior thereto would automatically be converted into new shares of our Common Stock based on the Reverse Split exchange ratio. As soon as practicable after the effective date of the Reverse Split,

stockholders of record on the record date for the implemented Reverse Split would receive a letter from our transfer agent asking them to return the outstanding certificates representing ourpre-split shares, which would be cancelled upon receipt by our transfer agent, and new certificates representing the post-split shares of our Common Stock would be sent to each of our stockholders. We will bear the costs of the issuance of the new stock certificates, if any.

Effects of the Reverse Split

If the Reverse Split is approved by the stockholders and implemented by the Board, the principal effect will be to proportionately decrease the number of outstanding shares of Common Stock based on the split ratio. The shares of Common Stock are currently registered under Section 12(b) of the Exchange Act and the Company is thus subject to the periodic reporting and other requirements of the Exchange Act. The Reverse Split will not affect the registration of our collaboration,Common Stock with the SEC or Nasdaq, where the Common Stock is traded. Following the Reverse Split, our Common Stock would continue to be listed on Nasdaq, assuming the Company’s compliance with the other continued listing standards of Nasdaq, although the shares will receive a new CUSIP number.

Proportionate voting rights and other rights of the holders of shares of our Common Stock will not be affected by the Reverse Split, other than as a result of the treatment of fractional shares as described below. For example, a holder of 2% of the voting power of the outstanding shares immediately prior to the effectiveness of the Reverse Split will generally continue to hold 2% of the voting power of the outstanding Common Stock after the Reverse Split. The number of stockholders of record will not be affected by the Reverse Split, other than as a result of the treatment of fractional shares as described below. If approved and implemented, the Reverse Split may result in some stockholders owning “odd lots” of less than 100 shares. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the costs of transactions in “round lots” of even multiples of 100 shares. The Board believes, however, that these potential effects are outweighed by the benefits to the Company of the Reverse Split.

The table, which does not take into account an increase in the authorized shares to 250,000,000, below illustrates the number of shares of Common Stock authorized for issuance following the Reverse Split, the approximate number of shares of Common Stock that would remain outstanding following the Reverse Split, and the number of unreserved shares of Common Stock available for future issuance following the Reverse Split. The information in the following table is based on 62,025,398 shares of Common Stock issued and outstanding as of October 15, 2018 and 37,383,003 shares reserved for future issuance as of October 15, 2018.

Effect of the Reverse Stock Split on the Company’s Equity Incentive Plans, Warrants and Convertible or Exchangeable Securities

Based upon the split ratio, proportionate adjustments are generally required to be made to the per share exercise price and the number of shares issuable upon the exercise or conversion of all outstanding options, warrants, convertible or exchangeable securities entitling the holders to purchase, exchange for, or convert into, shares of Common Stock. This would result in approximately the same aggregate price being required to be paid under such options, warrants, convertible or exchangeable securities upon exercise, and approximately the same value of shares of Common Stock being delivered upon such exercise, exchange or conversion, immediately following a Reverse Split as was the case immediately preceding such split. The number of shares deliverable upon settlement or vesting of restricted stock awards will be responsiblesimilarly adjusted, subject to our treatment of fractional shares. The number of shares reserved for issuance pursuant to these securities will be proportionately based upon the ratio determined by the Board, subject to our treatment of fractional shares.

37

among other things, fundingAdditional shares of Common Stock, if issued in connection with an equity award, would have a dilutive effect upon the further anticipated developmentpercentage of cell lines towardequity of the goalCompany owned by our present stockholders.

Accounting Matters

The amendment to the Company’s Certificate of commercialization, conducting preclinical and clinical developmentIncorporation will not affect the par value of candidate product(s), as well as for other aspects of manufacturingour Common Stock per share, which will remain $0.01 par value per share. As a result, the stated capital attributable to Common Stock and the commercializationadditionalpaid-in capital account on our balance sheet will not change due to the Reverse Split. Reported per share net income or loss will be higher because there will be fewer shares of Common Stock outstanding.

Effective Date

The Reverse Split would become effective upon the filing of a Certificate of Amendment to our Certificate of Incorporation with the office of the product(s). AsSecretary of December 31, 2017, we have paid Intrexon $2.7 millionState of the State of Delaware or at such later date as is specified in researchsuch filing. On the effective date, shares of Common Stock issued and development expensesoutstanding, in each case, immediately prior thereto, will be combined and haveconverted, automatically and without any action on the part of the stockholders, into new shares of Common Stock in accordance with the ratio determined by the Board within the limits set forth in this Proposal 2.

No Going Private Transaction

Notwithstanding the decrease in the number of outstanding shares of Common Stock following the implementation of the Reverse Split, the Board does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule13e-3 of the Exchange Act and the implementation of the proposed Reverse Split will not cause the Company to go private.

Treatment of Fractional Shares

No fractional shares would be issued if, as a result the Reverse Split, a registered stockholder would otherwise become entitled to a fractional share. Instead, stockholders who otherwise would be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the ratio of the Reverse Split will automatically be entitled to receive an additional $3.4 million payable. For more information regarding our ECC with Intrexon, please seeshare of Common Stock. In other words, any fractional share will be rounded up to the sectionnearest whole number.

Book-Entry Shares

All of the Annual Report entitled “Material Technology License Agreements – Intrexon Corporation.”Company’s stockholders hold uncertificated shares of the Company’s Common Stock (i.e., all shares are held in book-entry form and not represented by a physical share certificate). If the Reverse Split is

effected, all stockholders, either as direct or beneficial owners, will have their holdings electronically adjusted by the Company’s transfer agent (and, for beneficial owners, by their brokers or banks that hold in “street name” for their benefit, as the case may be) to give effect to the Reverse Split.

On December 18, 2013, we entered intoStockholders who hold uncertificated shares as direct owners will be sent a second amendedstatement of holding from the Company’s transfer agent that indicates the number of shares owned in book-entry form.

Possible Effects of Additional Issuances of Common Stock and restated investors’ rights agreement (“Investors’ Rights Agreement”) withHistory of Prior Reverse Splits

Following the purchaserseffective time of the Reverse Split, there will be an increase in the number of authorized but unissued shares of our then-outstanding PreferredCommon Stock. Under the DGCL, the Board can issue additional shares of Common Stock (whichwithout stockholder approval, which would have the effect of diluting existing holders of our Common Stock.

Additional shares of Common Stock, if issued, would have a dilutive effect upon the percentage of equity of the Company owned by our present stockholders. The issuance of such additional shares of Common Stock might be disadvantageous to current stockholders in that any additional issuances would potentially reduce per share dividends, if any. Stockholders should consider, however, that the possible impact upon dividends is likely to be minimal in view of the fact that the Company does not intend to pay any cash dividends on its Common Stock in the foreseeable future. In addition, the issuance of such additional shares of Common Stock, by reducing the percentage of equity of the Company owned by present stockholders, would reduce such present stockholders’ ability to influence the election of directors or any other action taken by the holders of Common Stock.

The Board voted to approve a1-for-10.804 reverse stock split on October 27, 2014, which was converted to common stockeffected on November 14, 2014 in connection with our initial public offering), including certainoffering. Additionally, effective May 13, 2011, the Board voted to approve a1-for-15,000 reverse stock split.

In the future the Board could, subject to its fiduciary duties and applicable law, use the increased number of authorized but unissued shares of Common Stock to frustrate persons seeking to take over or otherwise gain control of our existing stockholdersCompany by, for example, privately placing shares with purchasers who were represented atmight side with the time by membersBoard in opposing a hostile takeover bid. Shares of Common Stock could also be issued to a holder that would thereafter have sufficient voting power to assure that any proposal to amend or repeal the Company’s bylaws or Certificate of Incorporation would not receive the requisite vote. Such uses of the Board,Common Stock could render more difficult, or discourage, an attempt to acquire control of the Company if such transactions were opposed by the Board. A result of the anti-takeover effect of the increase in the number of authorized shares of Common Stock could be that stockholders would be denied the opportunity to obtain any advantages of a hostile takeover, including, Wilmslow, Sofinnova Venture Partners VIII, L.P. and Split Rock Partners II, LP. Underbut not limited to, receiving a premium to the Investors’ Rights Agreement, we granted information and inspection rights which terminated upon the closingthen current market price of our initial public offering. In addition,Common Stock, if the holders of 4,479,418 sharessame was so offered by a party attempting a hostile takeover of our common stockCompany. The Company is not aware of any party’s interest in or efforts to engage in a hostile takeover attempt as of the Record Date, who are partiesdate of this Proxy Statement.

Certain Material U.S. Federal Income Tax Consequences of a Reverse Stock Split

The following discussion summarizes certain material U.S. federal income tax consequences relating to the Investors’ Rights Agreement, are provided rights to demand registration of shares of common stock and to participateparticipation in a registrationreverse stock split by a U.S. stockholder that holds the shares as a capital asset. This discussion is based on the provisions of our common stock that we may decide to do, from time to time. These registration rights survived our initial public offeringthe Code, final, temporary and proposed U.S. Treasury regulations promulgated thereunder and current administrative rulings and judicial decisions, all as in effect as of the date hereof. All of these authorities may be exercised until their termination on December 3, 2019, unless earlier exercised. Certainsubject to differing interpretations or repealed, revoked or modified, possibly with retroactive effect, which could materially alter the tax consequences set forth herein.

For purposes of this summary, a “U.S. stockholder” refers to a beneficial owner of Common Stock who is any of the sharesfollowing for U.S. federal income tax purposes: (i) a citizen or resident of the United States, (ii) a corporation created or organized in or under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source,

or (iv) a trust if (1) its administration is subject to the Investors’ Rights Agreement are held by affiliatesprimary supervision of certaina court within the United States and one or more U.S. persons have the authority to control all of our directorsits substantial decisions, or (2) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. Anon-U.S. holder of Common Stock is a stockholder who is not a U.S. stockholder.

This summary does not represent a detailed description of the U.S. federal income tax consequences to a stockholder in light of his, her or its particular circumstances. In addition, it does not purport to be complete and by holdersdoes not address all aspects of five percentfederal income taxation that may be relevant to stockholders in light of our capital stock.

Indemnification Agreements

We have entered,their particular circumstances or will enter, into indemnification agreements with our directors, executive officers and certain key employees. Under these agreements, we agree to indemnify our directors, executive officers and certain key employees against any and all expenses incurred by themstockholder that may be subject to special tax rules, including, without limitation: (1) stockholders subject to the alternative minimum tax; (2) banks, insurance companies, or other financial institutions;(3) tax-exempt organizations; (4) dealers in securities or commodities; (5) regulated investment companies or real estate investment trusts; (6) traders in securities that elect to use amark-to-market method of accounting for their securities holdings; (7) U.S. stockholders whose “functional currency” is not the U.S. dollar; (8) persons holding Common Stock as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction; (9) persons who acquire shares of Common Stock in connection with proceedings becauseemployment or other performance of services; (10) dealers and other stockholders that do not own their statusshares of Common Stock as capital assets; (11) U.S. expatriates, (12) foreign persons; (13) resident alien individuals; or (14) stockholders who directly or indirectly hold their stock in an entity that is treated as a partnership for U.S. federal tax purposes. Moreover, this description does not address the U.S. federal estate and gift tax, alternative minimum tax, or other tax consequences of a Reverse Split.

There can be no assurance that the Internal Revenue Service (the “IRS”) will not take a contrary position to the tax consequences described herein or that such position will be sustained by a court. In addition, U.S. tax laws are subject to change, possibly with retroactive effect, which may result in U.S. federal income tax considerations different from those summarized below. No opinion of counsel or ruling from the IRS has been obtained with respect to the U.S. federal income tax consequences of a Reverse Split.

This discussion is for general information only and is not tax advice. All stockholders should consult their own tax advisors with respect to the U.S. federal, state, local andnon-U.S. tax consequences of a Reverse Split.

Based on the assumption that a Reverse Split will constitute atax-free reorganization within the meaning of Section 368(a)(1)(E) of the Code, and subject to the limitations and qualifications set forth in this discussion, the following U.S. federal income tax consequences should result from a Reverse Split:

THE PRECEDING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF A REVERSE SPLIT AND DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX EFFECTS RELEVANT THERETO. YOU SHOULD CONSULT YOUR OWN TAX ADVISORS AS TO THE PARTICULAR FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF A REVERSE SPLIT IN LIGHT OF YOUR SPECIFIC CIRCUMSTANCES.

No Appraisal Rights

Under the DGCL, stockholders are not entitled to rights of appraisal with respect to the proposed amendment to our Certificate of Incorporation to effect the Reverse Split, and we will not independently provide our stockholders with any such right.

Vote Required

The affirmative vote of a majority of the voting power of all of the outstanding shares of the capital stock of the Company entitled to vote generally in the election of directors as of the record date will be required for approval of this Proposal 2.

Bifurcation of Proposal 1 and Proposal 2

While the Amendment reflects the proposed amendments to our Certificate of Incorporation described in both Proposal 1 and Proposal 2, the approval of one proposal is not conditioned on the approval of the other proposal. To the extent that only one of our directors, executive officers or key employeesthese two proposals is approved by stockholders, we will only include the language relating to the fullest extent permitted by Delaware law, subject to certain limitations. In addition, these indemnification agreements provideproposal that towas approved in the fullest extent permitted by Delaware law, we will pay for all expenses incurred by our directors, executive officers and certain key employees in connection with a legal proceeding arising out of their service to us.

In addition, as permitted by Section 145version of the Delaware General Corporation Law, our amended and restated bylaws provideAmendment that we are authorized to enter into indemnification agreementsfile with our directors and executive officers and we are authorized to purchase directors’ and officers’ liability insurance, which we currently maintain to cover our directors and executive officers.

Policies and Procedures for Related Party Transactions

In November 2013, we adopted a related party transaction policy under which our directors, executive officers and any person who is known to be the beneficial ownerSecretary of more than 5% of any class of our voting securities, including their immediate family members and affiliates, are not permitted to enter into a related party transaction with us without the prior consent of our Audit Committee or another independent committeeState of the Board where it is inappropriate for our Audit Committee to review such transaction due to a conflictState of interest. Any request forDelaware.

THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO EFFECT THE REVERSE SPLIT

INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to enter“incorporate by reference” information into a transaction with an executive officer, director, or any of such persons’ immediate family members or affiliates, inthis proxy statement, which the amount involved exceeds $120,000 must first be presentedmeans that we can disclose important information to our Audit Committee for review, consideration and approval. All of our directors and executive officers are requiredyou by referring you to report to our Audit Committee any such related party transaction. In approving or rejecting the proposed agreement, our Audit Committee shall consider the relevant facts and circumstances available and deemed relevant to the Audit Committee, including costs, and benefits to us, the terms of the transaction, the availability of other sources for comparable services or products and, if applicable, the impact on a director’s independence. Our Audit Committee shall approve only those agreementsdocuments that in light of known circumstances, are not inconsistent with our best interests, as our Audit Committee determines in the good faith exercise of its discretion.

Stock Options

For information regarding stock options granted to our named executive officers and directors, see “Corporate Governance – 2017 Director Compensation” and “Compensation of Executive Officers.”

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NO INCORPORATION BY REFERENCE

In Histogenics’ filingswe have filed separately with the SEC and are delivering to you with the copy of this proxy statement. The information incorporated by reference is sometimes “incorporateddeemed to be part of this proxy statement. This proxy statement incorporates by reference.” This means that we are referring you to information that has previously beenreference the following documents:

We will provide each person to whom a proxy statement is delivered a copy of all of the information should be considered as part of the particular filing. As provided under SEC regulations, the “Audit Committee Report” containedthat has been incorporated by reference in this Proxy Statementproxy statement but not delivered with the proxy statement. You may obtain copies of these filings, at no cost, through the “Investor Relations” section of our website (http://ir.histogenics.com) and you may request a copy of these filings (other than an exhibit to any filing unless we have specifically incorporated that exhibit by reference into the filing), at no cost, by writing or telephoning us at the following address:

Corporate Secretary

Histogenics Corporation

830 Winter Street, 3^rd Floor

Waltham, Massachusetts 02451

(781)547-7900

Information on, or that can be accessed through, our website is not incorporated by reference into anythis proxy statement or other securities filings with the SEC and shall not be deemed to be “soliciting material.” In addition, this Proxy Statement includes several website addresses. These website addresses are intended to provide inactive, textual references only. The information on these websites is not a part of this Proxy Statement.these filings.

OTHER MATTERS

The Board of Directors knows of no other matters that will be presented for consideration at the AnnualSpecial Meeting. If any other matters are properly brought before the AnnualSpecial Meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.

It is important that your proxies be returned promptly and that your shares are represented at the AnnualSpecial Meeting. Whether or not you plan to attend the AnnualSpecial Meeting, please complete, date, sign and promptly return the enclosed proxy card in the enclosed postagepre-paid envelope or vote your shares before the AnnualSpecial Meeting viaby telephone or over the internet or by telephone so your shares will be represented at the AnnualSpecial Meeting.

The form of proxy card and this Proxy Statementproxy statement have been approved by the Board and are being mailed and delivered to stockholders by its authority.

CONTACT FOR QUESTIONS AND ASSISTANCE WITH VOTING

If you have any questions or require any assistance with voting your shares, please contact:

Investor Relations

Histogenics Corporation

830 Winter Street, 3^rd Floor

Waltham, MA 02451

or

Call (781)547-7900

If you need additional copies of this Proxy Statementproxy statement or voting materials, you should contact Investor Relations as described above.

Annex A

CERTIFICATE OF AMENDMENT

OF THE SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

HISTOGENICS CORPORATION

Histogenics Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”):

DOES HEREBY CERTIFY:

FIRST: That the name of this Corporation is Histogenics Corporation. The original certificate of incorporation of this Corporation was originally filed with the office of the Secretary of State of the State of Delaware on July 14, 2006 under the name Histogenics Corporation.

SECOND: That the Board of Directors duly adopted resolutions proposing to amend the Sixth Amended and Restated Certificate of Incorporation (the “Restated Certificate”) of this Corporation, declaring said amendment to be advisable and in the best interests of this Corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor, which resolutions setting forth the proposed amendments are as follows:

[RESOLVED, that Article IV of the Restated Certificate be amended by amending and restating Paragraph A in its entirety as follows:

“A.    The total number of shares of all classes of stock which the Corporation shall have authority to issue is Two Hundred Sixty Million (260,000,000), consisting of Two Hundred Fifty Million (250,000,000) shares of Common Stock, par value $0.01 per share (the “Common Stock”), and Ten Million (10,000,000) shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”).”]¹

[RESOLVED,that Article IV of the Restated Certificate be amended by adding a new paragraph immediately prior to Paragraph A which reads as follows:

1.    “Effective as of immediately upon the filing of this Certificate of Amendment to the Sixth Amended and Restated Certificate of Incorporation in the Office of the Secretary of State of the State of Delaware (the “Effective Time”), each * issued shares of each series of Preferred Stock and Common Stock shall be combined and changed into 1 share of such series of Preferred Stock or Common Stock, as applicable (the “Reverse Stock Split”), which shares shall be fully paid and nonassessable. The Corporation shall not issue to any holder a fractional share of Common Stock on account of the Reverse Stock Split. Rather, any fractional share of Common Stock resulting from such change shall be rounded upward to the nearest whole share of Common Stock. Share interests issued due to rounding are given solely to save the expense and inconvenience of issuing fractional shares of Common Stock and do not represent separately bargained for consideration. Such Reverse Stock Split shall occur whether or not certificates representing any stockholder’s shares held prior to the Reverse Stock Split are surrendered for cancellation.”]

*Number between two (2) and twenty (20) as determined by the Board of Directors in its sole discretion.]²

THIRD: The foregoing amendment was approved by the holders of the requisite number of shares of this Corporation in accordance with Section 211 of the General Corporation Law.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed this      day of         ,         .

HISTOGENICS CORPORATION  830 WINTER STREET 3RD FLOOR  WALTHAM, MA 02451   VOTE BY INTERNET www.proxyvote.comUsetheInternettotransmityourvotinginstructionsandforelectronicdeliveryofinformation.Voteby11:59P.M.ETonthedaypriortothemeeting.Haveyourproxycardinhandwhenyouaccessthewebsiteandfollowtheinstructionstoobtainyourrecordsand to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903Useanytouch-tonetelephonetotransmityourvotinginstructions.Voteby11:59P.M.ETonthedaypriortothemeeting.Haveyourproxycardinhandwhenyoucallandthenfollow the instructions. VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we haveprovided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Investor Address Line 1  Investor Address Line 2  Investor Address Line 3  Investor Address Line 4  Investor Address Line 5  John Sample  1234 ANYWHERE STREET  ANY CITY, ON A1A 1A1    For Withhold For All  All All Except  The Board of Directors recommends you vote FOR  the following:  0 0 01. Election of Directors  To withhold authority to vote for anyindividual nominee(s), mark “For AllExcept” and write the number(s) of thenominee(s) on the line below. 01  Nominees  Joshua Baltzell 02 Kevin Rakin  The Board of Directors recommends you vote FOR the following proposal:  2 To ratify the selection by the Audit Committee of our Board of Directors of Grant Thornton LLP as the  independent registered public accounting firm of the Company for the year ending December 31, 2018.  NOTE: Such other business as may properly come before the meeting or any adjournment thereof.  0  For  0  Against  0Abstain   Yes No   0000375015_1 R1.0.1.17  Please indicate if you plan to attend this meeting   0 0    Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary,  please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or  partnership, please sign in full corporate or partnership name by authorized officer.

By:
		Adam Gridley, President and CEO

HISTOGENICS CORPORATION 830 WINTER STREET 3RD FLOOR WALTHAM, MA 02451

VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on , 2018. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on             , 2018. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1

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DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

The Board of Directors recommends you vote FOR Proposals 1 and 2

For

Against

Abstain

1.  To approve an amendment to the Sixth Amended and Restated Certificate of Incorporation (the Certificate of Incorporation) of Histogenics Corporation (the Company) to increase the Company’s authorized shares of common stock (the Common Stock) from 100,000,000 to 250,000,000

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☐

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2.  To approve an amendment to the Certificate of Incorporation, to effect a reverse stock split of the Common Stock at a ratio between 1-for-2 and 1-for-20, to be determined at the discretion of the Company’s Board of Directors (the Board) at any time before the earlier of June 30, 2019 and the next annual meeting of stockholders of the Company, for the purpose of complying with Nasdaq Listing Rule 5550(a)(2), subject to the Boards discretion to abandon such amendment

☐

☐

☐

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

Please indicate if you plan to attend this meeting

Yes ☐

No ☐

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

JOB #

SHARES   CUSIP #   SEQUENCE #

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

Important Notice Regarding the Availability of Proxy Materials for the AnnualSpecial Meeting:The Notice & Proxy Statement and Form 10-K areavailable atwww.proxyvote.com HISTOGENICS CORPORATIONAnnual Meeting of StockholdersJune 15, 2018 9:00 AM Local TimeThis proxy is solicited by the Board of Directors ThisProxyissolicitedonbehalfoftheBoardofDirectorsfortheAnnualMeetingofStockholderstobeheldonJune15,2018.TheundersignedappointsMr.AdamGridleyandMr.JonathanLieber,oreitherofthemasshallbeinattendanceatthe2018AnnualMeetingofStockholders,asproxyorproxies,withfullpowerofsubstitution,torepresenttheundersignedattheAnnualMeetingofStockholdersofHistogenicsCorporation(the“Company”),tobeheldonJune15,2018,at9:00a.m.localtime,attheofficesofGundersonDettmeretal., LLP,OneMarinaParkDrive,Suite900,Boston,Massachusetts02210,andatanyadjournmentsorpostponementsoftheAnnualMeeting, andtovoteonbehalfoftheundersignedasspecifiedinthisProxyalltheCommonStockoftheCompanythattheundersignedwouldbeentitledtovoteifpersonallypresent,uponthemattersreferredtoonthereversesidehereof,and,intheirsolediscretion,uponanyotherbusinessasmayproperlycomebeforetheAnnualMeeting.TheundersignedacknowledgesreceiptoftheNoticeoftheAnnualMeetingofStockholdersandoftheaccompanyingproxystatementandrevokesanyproxyheretoforegivenwithrespecttosuchAnnualMeeting.Thevotes entitled to be cast by the undersigned will be cast as instructed. IfthisProxyisexecuted,butnoinstructionisgiven,thevotesentitledtobecastbytheundersignedwillbecast“FOR”eachoftheBoardofDirector'snomineesfordirectorinProposal1and“FOR”Proposal2,eachofwhichissetforthonthereversesidehereof.ThevotesentitledtobecastbytheundersignedwillbecastinthediscretionoftheProxyholdersonanyothermatterthatmayproperlycomebeforetheAnnualMeeting and any adjournment or postponement thereof. are available atwww.proxyvote.com

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