Current Report Filing (8-k)
March 20 2020 - 4:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 19, 2020
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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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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 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
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. o
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Item 1.01.
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Entry into a Material Definitive Agreement
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant
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On March 19, 2020
(the “Issuance Date”), the “Company delivered a convertible redeemable promissory note (the “Note”)
evidencing a loan of $188,333.33 made to the Company.
The Note bears
interest at a rate of 7.0% per annum and will mature on March 19, 2021. The Note contains an original issue discount of $18,833.33.
The Company plans to use the proceeds from the Notes for working capital.
Beginning on the
6th month anniversary of the Issuance Date, unless earlier redeemed by the Company, the holder is entitled, at its option, to convert
all or any amount of the principal amount of the Note then outstanding, together with the accrued and unpaid interest on such portion
of the Note proposed to be converted, into shares of the Company's common stock (the "Common Stock") at a conversion
price equal to $.25 per share (the “Fixed Price”). After the 9 month anniversary of the Issuance Date, the conversion
price shall be equal to the lower of (i) the Fixed Price or (ii) 68% of the lowest of either the trading price or closing bid of
the Common Stock, for the ten prior trading days including the day upon which a Notice of Conversion is received (the “Variable
Conversion Price”).
In the event the
Company has a closing price of its Common Stock equal to $0.30 or less for 5 consecutive days prior to the 9 month anniversary
of the Issuance Date, then, beginning on the 6 month anniversary of the Issuance Date, the holder may elect in its Notice of Conversion
to use the lower of the Fixed Price or the Variable Conversion Price set forth above.
Commencing on
the 6 month anniversary of the Issuance Date, the Company shall have the right, but not the obligation, to elect to make fixed
monthly amortizing payments to the holder in the amount of $14,250. If the Company elects to make such payments, the holder shall
not be entitled to convert all or any amount of the principal amount of the Note then outstanding if and for so long as the Company
is current in respect of the amortizing payments.
The Note may be
redeemed by the Company at any time before the 270th day following its issuance, at a redemption price equal to the
principal and accrued but unpaid interest on the Note to the date of redemption, plus a premium that increases on day 61 and day
121 from the issuance date.
The Note contains
customary default and remedies provisions for convertible note financings of this nature.
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: March 20, 2020
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