Current Report Filing (8-k)
April 06 2020 - 04:16PM
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):
April 2, 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 (§ 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 3.02.
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Unregistered Sales of Equity Securities.
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As previously
reported in the Company’s 2019 Annual Report on Form 10-K, holders of the Company’s outstanding convertible notes issued
in 2018 and 2019 are entitled to convert the principal and unpaid interest on such notes into shares of our common stock as a result
of our completion on December 11, 2019 of a “Non-Qualified Financing”, as defined in such notes, through sales of our
common stock to Lincoln Park Capital Fund, LLC pursuant to our previously reported equity line financing. Certain additional “Non-Qualified
Financing” transactions occurred from December 11, 2019 until January 7, 2020. Commencing on April 2, 2020, certain holders
of such notes, including Cheval Holdings, Ltd. (“Cheval”), an affiliate of Black Horse Capital, L.P., our controlling
stockholder, notified us of their exercise of such conversion rights. Pursuant to the exemption from registration afforded by Section
3(a)(9) under the Securities Act of 1933, we issued an aggregate of 7,131,942 shares of our common stock upon the conversion of
$2.6 million in aggregate principal and interest on the notes converted, which obligations were retired. Of these, we issued 1,583,333
shares to Cheval. Dr. Dale Chappell, our ex-officio chief scientific officer, controls Black Horse Capital, L.P. and reports beneficial
ownership of all shares held by it and its affiliates, including Cheval.
After giving effect
to the shares issued upon such conversions, as of April 3, 2020, 121,468,306 shares of our common stock, an aggregate of $0.5 million
in principal amount of convertible notes issued in 2018, and an aggregate of $1.0 million in principal amount of convertible notes
issued in 2019 were outstanding.
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: April 6, 2020
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