Current Report Filing (8-k)
January 14 2021 - 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):
January 9, 2021
Humanigen, Inc.
(Exact name of registrant as specified in
its charter)
|
Delaware
|
|
001-35798
|
|
77-0557236
|
(State or other Jurisdiction of
Incorporation)
|
|
(Commission File No.)
|
|
(IRS Employer Identification No.)
|
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):
|
|
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section
12(b) of the Act:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
Common Stock
|
HGEN
|
The Nasdaq Stock Market LLC
|
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
☐
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. ☐
|
|
Item 1.01.
|
Entry into a Material Definitive Agreement.
|
On January 10,
2021, Humanigen, Inc. (the “Company”) announced that it had entered into a master services agreement (the
“Agreement”) with EVERSANA Life Science Services, LLC (“EVERSANA”) pursuant to which EVERSANA will
provide the Company multiple services from its integrated commercial platform in preparation for the potential
commercialization of lenzilumab, the Company’s lead product candidate, for treatment of hospitalized and hypoxic
COVID-19 patients. A copy of the Company’s press release announcing the Agreement is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Under the
Agreement, EVERSANA will serve as the Company’s end-to-end commercial partner, providing the Company with a full suite
of services in connection with the potential launch of lenzilumab. EVERSANA’s services initially will comprise
marketing, market access and field solution services, and may expand to other areas including patient services, compliance
services, professional services, data and analytics, and health economics outcome research, as
may be negotiated by the parties and set forth in statements of work delivered in accordance with the Agreement.
The Company will pay
EVERSANA fees and reimburse it for its expenses in performing the services as established in applicable statements of work. EVERSANA
has agreed to defer its fees pending the Company’s receipt of an emergency use authorization (“EUA”) from the
U.S. Food and Drug Administration for lenzilumab for hospitalized and hypoxic COVID-19 patients. If the Company has not received
an EUA by April 30, 2021 or such later date as to which the parties otherwise may agree, either party may terminate the Agreement
immediately; EVERSANA will not receive the deferred fees upon such termination.
The Agreement provides
for a one-year term and will renew for subsequent one-year terms unless either party provides a notice of non-renewal. After the
first year, the Company may terminate the Agreement upon advance written notice to EVERSANA. The Agreement contains
customary provisions allowing either party to terminate the Agreement as a result of certain changes in law and material breaches
and certain insolvency events by or relating to the other party.
The Agreement imposes
customary mutual obligations on the parties to protect and not disclose the confidential information and intellectual property
of the other, and contains insurance, non-solicitation, indemnification and limitation of liability provisions customary for service
contracts of this type.
The foregoing description
of the Agreement does not purport to describe all of its terms and is qualified in its entirety by the full text of the Agreement,
which is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.
|
|
Item 9.01.
|
Financial Statements and Exhibits.
|
† Certain portions of this exhibit have been omitted
pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company will furnish supplementally an unredacted copy of such exhibit to
the U.S. Securities and Exchange Commission or its staff upon request.
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.
|
|
Humanigen, Inc.
|
|
|
|
|
|
By:
|
/s/ Cameron Durrant
|
|
|
|
|
Name: Cameron Durrant
Title: Chairman of the Board and Chief Executive Officer
|
Dated: January 14, 2021
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
