Amended Statement of Beneficial Ownership (sc 13d/a)
July 21 2020 - 4:40PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(RULE
13D – 101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment
No. 3)*
HUMANIGEN,
INC.
(Name
of Issuer)
COMMON
STOCK, PAR VALUE $.001 per share
(Title
of Class of Securities)
444863
10 4
(CUSIP
Number)
Nomis
Bay LTD
Wessex
House, 3rd Floor, 45 Reid Street
Hamilton,
Bermuda, HM 12
441-279-2088
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Not
Applicable-Voluntary Filing
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this Schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in
a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (‘Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
1
|
name
of reporting persons
i.r.s. identification nos. of above persons
Nomis
Bay LTD
|
|
2
|
check
the appropriate box if a member of a group*
|
(a)
☐
(b) ☐
|
3
|
sec
use only
|
|
4
|
source
of funds*
WC
|
|
5
|
check
box if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
|
☐
|
6
|
citizenship
or place of organization
Bermuda
|
|
number
of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
sole
voting power
32,689,270
|
|
8
|
shared
voting power
0
|
|
9
|
sole
dispositive power
32,689,270
|
|
10
|
shared
dispositive power
0
|
|
11
|
aggregate
amount beneficially owned by each reporting person
32,689,270
|
|
12
|
check
box if the aggregate amount in row (11) excludes certain shares*
|
☐
|
13
|
percent
of class represented by amount in row (11)
15.64%
(1)
|
|
14
|
type
of reporting person*
OO
|
|
*
SEE INSTRUCTIONS
(1)
Based upon 208,931,973 shares of Common Stock outstanding as of June 15, 2020, as reported in the Issuer’s Registration
Statement on Form S-1, filed with the U.S. Securities and Exchange Commission on June 15, 2020.
This
Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the statement on Schedule 13D of Nomis
Bay LTD (the “Reporting Person”) filed on July 13, 2016 (the “Original Schedule 13D”) with the Securities
and Exchange Commission (the “SEC”); Amendment No. 1 to the Original Schedule 13D filed on February 1, 2018 (“Amendment
No. 1”) with the SEC; .and Amendment No. 2 to the Original Schedule 13D filed on February 1, 2018 (“Amendment No.2”)
with the SEC, and as amended hereby, the “Schedule 13D”. This voluntary filing of Amendment No. 3 relates
to the Reporting Person’s beneficial ownership of the Shares (herein defined) of the Issuer (herein defined).
Except as expressly amended or supplemented in this Amendment No. 3, all other information is the Schedule 13D is as set
forth therein. Only the Items amended are set forth herein. Unless otherwise defined, all capitalized terms used herein shall
have the respective meanings given such terms in the Schedule 13D.
This
Amendment No. 3 reflects various sales of the Shares (as more particularly described below) by the Reporting Person, and
the corresponding change in beneficial ownership of Shares by the Reporting Person.
Item
1. Security and Issuer.
Item
1 is hereby amended and restated in its entirety as follows:
This
statement relates to the Common Stock, par value $0.001 (the “Shares”), of Humanigen, Inc., a Delaware corporation
(the “Issuer”). The address of the principal executive offices of the Issuer is 533 Airport Boulevard, Suite 400,
Burlingame CA 94010.
Item
4. Purpose of Transaction.
Item 4
of the Schedule 13D is hereby amended and supplemented by the incorporation by reference of the information provided below in
the response to Item 5
Item
5. Interest in Securities of the Issuer.
Item
5 is hereby amended and restated as follows:
|
(a)
|
See
rows (11) and (13) of the cover pages to this Amendment #3 for the aggregate number of
shares of Common Stock and the percentage of the Common Stock beneficially owned by each
of the Reporting Persons.
|
|
(b)
|
See
rows (7) through (10) of the cover pages to this Amendment No. 3 for the number of shares
of Common Stock as to which each Reporting Person has the sole or shared power to vote
or direct the vote and sole or shared power to dispose or to direct the disposition.
|
|
(c)
|
From
March 20, 2020 through July 20, 2020, the Reporting Persons
disposed of 884,260 shares of Common Stock in a series of open market transactions. Details
by date are provided below.
|
|
|
|
|
|
|
|
Number
of Common
Shares
|
|
Date
|
|
Price
Per Share
Consideration1
|
|
Type
of Transaction
|
6,000
|
|
03/20/20
|
|
$2.000
|
|
Open
Market Sale
|
263,250
|
|
06/02/20
|
|
$2.181
|
|
Open
Market Sale
|
101,010
|
|
06/03/20
|
|
$2.983
|
|
Open
Market Sale
|
106,000
|
|
06/04/20
|
|
$3.025
|
|
Open
Market Sale
|
35,000
|
|
06/09/20
|
|
$3.651
|
|
Open
Market Sale
|
5,000
|
|
06/10/20
|
|
$3.477
|
|
Open
Market Sale
|
30,000
|
|
06/15/20
|
|
$5.505
|
|
Open
Market Sale
|
35,000
|
|
06/16/20
|
|
$5.733
|
|
Open
Market Sale
|
3,000
|
|
06/30/20
|
|
$4.913
|
|
Open
Market Sale
|
38,085
|
|
07/17/20
|
|
$5.005
|
|
Open
Market Sale
|
261,915
|
|
07/20/20
|
|
$5.000
|
|
Open
Market Sale
|
1
|
A
total of approximately $8,831.17 in commissions was also paid in connection with these sales.
|
|
(d)
|
The
Reporting Person and its stockholders have the right to participate in the receipt of
dividends from, or proceeds from the sale of, the Shares reported herein in accordance
with their respective ownership interests in the Reporting Person
|
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The Reporting
Person entered into a Lock-Up Agreement, dated June 1, 2020 (the “Lock-Up Agreement”), by and between J.P. Morgan
Securities LLC, in its capacity as placement agent for the Issuer, and the Reporting Person. There are 29,854,524 shares beneficially
owned by the Reporting Person that are subject to the Lock-Up Agreement.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:
July 21, 2020
Nomis
Bay LTD
By:
|
/s/
Peter Poole
|
|
Name:
|
Peter Poole
|
|
Title:
|
Director
|
|
Humanigen (CE) (USOTC:HGEN)
Historical Stock Chart
From Mar 2024 to Apr 2024
Humanigen (CE) (USOTC:HGEN)
Historical Stock Chart
From Apr 2023 to Apr 2024