Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
January 31 2020 - 5:03PM
Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-234801
Prospectus Supplement No. 3
(To Prospectus dated December 2, 2019)
Humanigen, Inc.
14,500,000 Shares of Common Stock
This prospectus supplement relates
to the Registration Statement on Form S-1 (File No. 333-234801) declared effective by the Securities and Exchange Commission on
December 2, 2019 and does not cover securities beyond those covered by the existing Registration Statement. There are no additional
securities being offered under this prospectus supplement – this is merely a document required under the securities laws
to update information previously filed in the original prospectus and prior prospectus supplements.
The selling stockholder named in the prospectus
may sell or otherwise dispose of the shares of common stock described in the prospectus in a number of different ways and at varying
prices. See “Plan of Distribution” beginning on page 112 of the prospectus for more information about how the selling
stockholder may sell or otherwise dispose of the shares of common stock being registered pursuant to the prospectus. The selling
stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended.
We are filing this prospectus supplement
to supplement and amend the information previously included in the prospectus with the information contained in our Form 8-K/A
filed with the Securities and Exchange Commission on January 31, 2020. Accordingly, we have attached our Form 8-K/A to this prospectus
supplement. You should read this prospectus supplement together with the prospectus and all prior prospectus supplements, each
to be delivered with this prospectus supplement.
Our common stock is quoted on the OTCQB
Venture Market under the symbol “HGEN”. On January 30, 2020, the last reported sale of our common stock on the OTCQB
Venture Market was $0.34 per share.
Investing in our securities involves
a high degree of risk. See “Risk Factors” beginning on page 9 of the prospectus before making a decision to purchase
our securities.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or determined if the prospectus
or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement
is January 31, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): January 28, 2020 (December 16, 2019)
Humanigen, Inc.
(Exact name of registrant as specified
in its charter)
Delaware
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001-35798
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77-0557236
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(State
or other Jurisdiction of
Incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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533 Airport Boulevard, Suite 400
Burlingame, CA 94010
(Address of principal executive offices,
including zip code)
(650) 243-3100
(Registrant’s telephone number, including
area code)
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 5.02.
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Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Humanigen,
Inc. (the “Company”) files this Current Report on Form 8-K/A (“Current Report”) to amend and supplement
the Company’s Current Report on Form 8-K dated December 16, 2019 (the “Prior Report”) and filed with the Securities
and Exchange Commission by the Company on December 16, 2019. The Prior Report announced the election of Cheryl Buxton to the Company’s
Board of Directors (the “Board”). At the time of the Prior Report, the Board had not determined on which committee
Ms. Buxton would serve.
On
January 28, 2020, the Board appointed Ms. Buxton to the Transactions Advisory and Nominating and Corporate Governance Committees
of the Board, with immediate effect.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Humanigen,
Inc.
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By:
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/s/
Cameron Durrant
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Name:
Cameron Durrant
Title: Chairman of the Board and Chief Executive Officer
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Dated: January 31, 2020
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