Filed Pursuant to Rule 424(b)(5)
Registration Statement No.
333-248485
prospectus supplement
(To prospectus dated September 14, 2020)
5,000,000 Shares
Common Stock
Humanigen, Inc. is offering 5,000,000 shares of
its common stock, $0.001 par value.
Our common
stock is listed on the Nasdaq Capital Market under the symbol “HGEN.” On March 30, 2021, the last reported sale price of our
common stock as reported on the Nasdaq Capital Market was $21.68 per share.
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Per Share
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Total
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Public offering price
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$
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18.50
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$
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92,500,000
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Underwriting discounts(1)
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$
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1.11
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$
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5,550,000
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Proceeds to Humanigen, before expenses
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$
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17.39
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$
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86,950,000
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(1)
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We have agreed to reimburse the underwriters for certain expenses. See “Underwriting” beginning on page S-15
of this prospectus supplement.
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We have granted the underwriters the right to purchase
up to an additional 750,000 shares of its common stock. The underwriters may exercise this right at any time within 30 days after the
date of this prospectus supplement.
Investing in our common stock involves risks.
Before making an investment decision, you should carefully consider all of the information set forth in this prospectus supplement and
the accompanying prospectus, as well as the documents incorporated by reference herein. See “Risk Factors” beginning on page
S-5 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus
supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The
underwriters expect to deliver the shares of common stock to purchasers on or about April
5, 2021.
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Jefferies
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Credit Suisse
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Cantor
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Bryan, Garnier & Co.
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Oppenheimer & Co.
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H.C. Wainwright & Co.
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National Securities Corporation
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Roth Capital Partners
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March 30, 2021
TABLE OF CONTENTS
Prospectus Supplement
Prospectus
ABOUT
THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying
prospectus are part of a “shelf” registration statement on Form S-3 (File No. 333-248485) that we filed with the Securities
and Exchange Commission on August 28, 2020 and which became effective on September 14, 2020.
This document is in two parts. The first part is
this prospectus supplement, which describes the specific terms of this common stock offering and also adds to and updates information
contained in the accompanying prospectus and the documents incorporated by reference herein. The second part, the accompanying prospectus,
provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of this document combined.
To the extent there is a conflict between the information contained in this prospectus supplement and the information contained in the
accompanying prospectus or any document incorporated by reference therein filed prior to the date of this prospectus supplement, you should
rely on the information in this prospectus supplement; provided that if any statement in one of these documents is inconsistent with a
statement in another document having a later date—for example, a document incorporated by reference in the accompanying prospectus—the
statement in the document having the later date modifies or supersedes the earlier statement.
We further note that the representations, warranties
and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made
solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties
to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties
or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied
on as accurately representing the current state of our affairs.
We and the underwriters have not authorized anyone
to provide you with any information other than that contained in this prospectus supplement and the accompanying prospectus or in any
free writing prospectus we may authorize to be delivered or made available to you. We and the underwriters take no responsibility for
and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking
offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained or incorporated
by reference in this prospectus supplement and the accompanying prospectus is accurate only as of the date of this prospectus supplement,
regardless of the time of delivery of this prospectus supplement or any sale of shares of our common stock. Our business, financial condition,
results of operations and prospects may have changed since that date. You should also read and consider the information in the documents
to which we have referred you in the sections entitled “Where You Can Find More Information” and “Incorporation of Certain
Information by Reference” in this prospectus supplement and in the accompanying prospectus.
For investors outside the United States: We and
the underwriters have not done anything that would permit this offering or possession or distribution of this prospectus supplement and
the accompanying prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside
the United States who come into possession of this prospectus supplement and the accompanying prospectus must inform themselves about,
and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus supplement
and the accompanying prospectus outside the United States.
PROSPECTUS
SUPPLEMENT SUMMARY
This summary highlights certain information
about us and this offering and selected information contained elsewhere in or incorporated by reference into this prospectus supplement
and the accompanying prospectus. This summary is not complete and does not contain all of the information that you should consider before
deciding whether to invest in our common stock. For a more complete understanding of our company and this offering, we encourage you to
read and consider carefully the more detailed information in this prospectus supplement and the accompanying prospectus, including the
information incorporated by reference into this prospectus supplement and the accompanying prospectus, and the information included in
any free writing prospectus that we authorize for use in connection with this offering, including the information contained in and incorporated
by reference under the heading “Risk Factors” on page S- 5 of this prospectus supplement, and under similar headings in the
other documents that are filed after the date hereof and incorporated by reference into this prospectus supplement and the accompanying
prospectus.
Overview
We are a clinical stage biopharmaceutical company,
developing our portfolio of immuno-oncology and immunology monoclonal antibodies.
We are focusing our efforts on the development
of our lead product candidate, lenzilumab™, our proprietary Humaneered® (“Humaneered”) anti-human granulocyte-macrophage
colony-stimulating factor (“GM-CSF”) monoclonal antibody. Lenzilumab is a monoclonal antibody that has been demonstrated in
animal models to neutralize GM-CSF, a cytokine that we believe is of critical importance in the hyperinflammatory cascade, sometimes referred
to as cytokine release syndrome (“CRS”) or cytokine storm, associated with COVID-19, chimeric antigen receptor T-cell (“CAR-T”)
therapy and acute Graft versus Host Disease (“GvHD”) associated with bone marrow transplants. GM-CSF neutralization with lenzilumab
has been shown to reduce downstream inflammatory cytokines, prevent CRS and reduce its associated neurologic toxicities in-vivo in validated
preclinical human xenograft models (Blood. 2019 Feb 14;133(7):697-709).
On March 29, we announced topline data from a Phase
3, multi-center, double-blind, placebo-controlled potential registrational trial of lenzilumab as a potential therapeutic for hospitalized,
hypoxic patients with COVID-19 pneumonia. Trial results showed that patients who received lenzilumab and other treatments, including steroids
and/or remdesivir, had a 54% greater likelihood of survival without the need for invasive mechanical ventilation (“IMV”) compared
with patients receiving placebo and other treatments. Further information about the data generated in the trial is presented below under
“—Recent Developments.” In light of the favorable nature of the data generated, based on our discussions with the U.S.
Food and Drug Administration (“FDA”), including a Type B meeting, and in consultation with the regulatory experts at Operation
Warp Speed, we plan on filing an Emergency Use Authorization (“EUA”) application in the second quarter of 2021. If the EUA
is granted, we could begin to commercialize lenzilumab for the treatment of hospitalized COVID-19 pneumonia patients. We also intend to
file a Biologics License Application (“BLA”) in late 2021. Based on discussions with FDA, we understand that a BLA will require
us to generate and present more clinical and manufacturing data than would be required to support an EUA. If the ACTIV-5/BET study described
below is successful and completed on a timely basis, we plan to include the results in our BLA filing.
Lenzilumab has been selected to be part of the
ACTIV-5 “Big Effect Trial” (ACTIV-5/BET NCT). This study is sponsored by the National Institutes of Health (“NIH”).
ACTIV-5/BET is designed to determine whether certain approved therapies or investigational drugs in late-stage clinical development show
promise against COVID-19 and, therefore, merit advancement into larger clinical trials. ACTIV-5/BET, currently has 25 active U.S. sites
enrolling and will evaluate lenzilumab with remdesivir, compared to placebo and remdesivir, in hospitalized COVID-19 patients, with approximately
100 patients expected to be assigned to each study arm. We are providing lenzilumab for the study, which is fully funded by NIH.
Lenzilumab is also being studied in a multicenter
phase 1b/2 potential registrational trial as a sequenced therapy with Yescarta® (axicabtagene ciloleucel) to reduce CRS and neurotoxicity
in patients with relapsed or refractory diffuse large B-cell lymphoma (“DLBCL”) (NCT04314843). This trial currently has 10
active sites and is being conducted in partnership with Kite Pharmaceuticals, Inc., a Gilead company (“Kite”), which markets
Yescarta. We are also in the final planning stages for a Phase 2/3 trial for lenzilumab to treat patients who have undergone allogeneic
hematopoietic stem cell therapy (“HSCT”) who are at high and intermediate risk for acute GvHD. The trial is expected to be
conducted by the IMPACT Partnership, a collection of 22 stem cell transplant centers located in the United Kingdom.
Our proprietary, patented Humaneered technology
platform is a method for converting existing antibodies (typically murine) into engineered, high-affinity human antibodies designed for
therapeutic use, particularly with acute and chronic conditions. We have developed or in-licensed targets or research antibodies, typically
from academic institutions, and then applied our Humaneered technology to produce them. Lenzilumab and our other two product candidates,
ifabotuzumab and HGEN005, are Humaneered monoclonal antibodies. Our Humaneered antibodies are closer to human antibodies than chimeric
or conventionally humanized antibodies and have a high affinity for their target but low immunogenicity. We believe our Humaneered antibodies
offer additional advantages, such as high potency, a slow off-rate and a lower likelihood to induce an inappropriate immune response or
infusion related reactions.
Our Pipeline
Our lenzilumab pipeline comprises a completed
Phase 3 registration trial in COVID-19 with positive topline results, the NIH-sponsored and funded ACTIV-5/BET program in COVID-19, a
currently enrolling Phase 1b/2 study (ZUMA-19) as sequenced therapy of lenzilumab and Yescarta, a planned Phase 2/3 study in acute GvHD,
and a planned Phase 2 study in chronic myelomonocytic leukemia (CMML), the latter two of which we expect will be majority funded by partners.
Our pipeline also includes two other monoclonal
antibodies, ifabotuzumab and HGEN005.
Ifabotuzumab
We have fully enrolled a Phase 1 study of ifabotuzumab
in glioblastoma multiforme (GBM), a highly aggressive type of cancer that begins within the brain. Ifabotuzumab is a Humaneered monoclonal
antibody, formerly referred to as KB004, which targets EphA3, and in which the antibody carbohydrate chains lack fucose, thereby enhancing
the targeted cell-killing activity of the antibody. We believe that ifabotuzumab has the potential for treating solid tumors, hematologic
malignancies and serious pulmonary conditions.
HGEN005
HGEN005 is a Humaneered monoclonal antibody, formerly
referred to as KB005, which targets the EMR1, and in which the antibody carbohydrate chains lack fucose, thereby enhancing the targeted
cell-killing activity of the antibody. A major limitation of current eosinophil-targeted therapies is incomplete depletion of tissue eosinophils
and/or lack of cell selectivity. In preclinical work, HGEN005’s anti-EMR1 activity resulted in dramatically enhanced NK killing
of eosinophils from normal and eosinophilic donors and also induced a rapid and sustained depletion of eosinophils in a non-human primate
model without any clinically significant adverse events. We have engaged with NIH to discuss expanding the initial work they have conducted
utilizing HGEN005 and discussions are underway with a leading center in the US to perform the IND-enabling work.
Except for the potential of lenzilumab for COVID-19
under an EUA, our product candidates are in the clinical stage of development and will require substantial time, resources, research and
development, and regulatory approval prior to commercialization. Furthermore, it may be years before any of our products are approved
for use, if at all. Our current pipeline is depicted below:
Recent Developments
On March 29, 2021, we announced topline
data from a Phase 3, multi-center, double-blind, placebo-controlled potential registrational trial of lenzilumab as a potential therapeutic
for hospitalized, hypoxic patients with COVID-19 pneumonia. Trial results showed that patients who received lenzilumab and other treatments,
including steroids and/or remdesivir, had a 54% greater likelihood of survival without the need for IMV compared with patients receiving
placebo and other treatments. Study results demonstrate that lenzilumab significantly improved patient outcomes. The study achieved its
primary endpoint of ventilator-free survival measured through day 28 following treatment (HR: 1.54; 95%CI: 1.03-2.33, nominal p=0.0365).
Ventilator-free survival is a validated and reliable measure used in studies that evaluate respiratory distress. The Kaplan-Meier estimate
for IMV and/or death was 15.6% (95%CI: 10.8-20.2) in the lenzilumab arm versus 22.1% (95%CI: 16.7-27.2) in the placebo arm, representing
a 54% improvement in the relative likelihood of survival without the need for IMV. Although this study was not powered to demonstrate
a difference in mortality, a favorable trend in mortality was observed: 9.6% (95%CI: 6.4-14.2) in the lenzilumab arm compared with 13.9%
(95%CI: 10.1-19.0) in the placebo arm (HR: 1.39; 95%CI: 0.82-2.39; p=0.2287). Approximately 88% of patients received dexamethasone (or
other steroids), 62% received remdesivir, and 57% received both, balanced across both arms of the study. Serious adverse events (“SAEs”)
were balanced in both study arms and the SAE profile was similar to that previously documented in prior lenzilumab studies. In this study,
lenzilumab appeared to be safe and well-tolerated; no new SAEs were identified and none were attributed to lenzilumab. The Company plans
to submit the full trial results to a peer reviewed medical journal for publication.
Corporate Information
We were incorporated on March 15, 2000
in California and reincorporated as a Delaware corporation in September 2001. We completed our initial public offering in January 2013.
Effective August 7, 2017, we changed our legal name to Humanigen, Inc. We maintain a website at www.humanigen.com where you
may obtain copies of our reports, information and proxy statements and other filings with the SEC as soon as they are filed. Information
contained on our website is not part of this prospectus supplement, and the inclusion of our website address in this prospectus supplement
is intended to be an inactive textual reference only. The address of our executive office is 533 Airport Boulevard, Suite 400 Burlingame,
CA 94010, and our telephone number is (650) 243-3100.
THE
OFFERING
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Common stock offered by us
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5,000,000 shares
of common stock.
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Option to purchase additional shares
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The underwriters have an option for a period of 30 days to purchase from us up
to an additional 750,000 shares of our common stock.
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Common stock to be outstanding immediately following this offering
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58,482,364 shares of common stock (or 59,232,364 shares
if the underwriters exercise their option to purchase additional shares in full).
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Use of proceeds
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We expect to use the net proceeds from this offering principally to fund committed and future reservation and other upfront fees to secure manufacturing capacity, to produce inventory for sale under a potential EUA and eventually a BLA, to prepare for commercialization of lenzilumab in the event of receipt of an EUA for use in COVID-19 patients, as well as for working capital and other general corporate purposes. See “Use of Proceeds” for more information.
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Risk factors
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Investing in our common stock involves a high degree of risk. See the information contained in or incorporated by reference under the heading “Risk Factors” on page S-5 of this prospectus supplement, in the accompanying prospectus and in the documents incorporated by reference into this prospectus supplement and any free writing prospectus that we authorize for use in connection with this offering.
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Nasdaq Capital Market symbol
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“HGEN”
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The number of common shares to be outstanding upon
completion of this offering is based on 53,482,364 shares of common stock outstanding as of March 5, 2021. The number of shares
of our common stock to be outstanding after this offering excludes:
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3,640,196 shares of common stock issuable upon exercise of outstanding stock options, at a weighted-average
exercise price of $5.60 per share;
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6,349,911 shares of common stock available for future issuance under our 2020 Omnibus
Incentive Compensation Plan; and
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51,238 shares of common stock issuable upon exercise of outstanding warrants, at a weighted
average exercise price of $18.61 per share.
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RISK
FACTORS
Investing in our common stock involves a high
degree of risk. You should carefully review the risks and uncertainties described below and discussed under the caption “Risk Factors”
in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as updated by our other reports and documents
that are incorporated by reference into this prospectus supplement, before deciding whether to purchase any common stock in this offering.
Each of the risk factors could adversely affect our business, operating results, financial condition and prospects, as well as adversely
affect the value of an investment in our common stock, and the occurrence of any of these risks might cause you to lose all or part of
your investment. Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair
our business operations.
Additional Risks Related to This Offering
We have broad discretion in how we use the net proceeds from
this offering, and we may not use these proceeds effectively or in ways with which you agree.
We have not designated any portion of the net proceeds
from this offering to be used for any particular purpose. Our management will have broad discretion as to the application of the net proceeds
from this offering and could use them for purposes other than those contemplated at the time of this offering. Our stockholders may not
agree with the manner in which our management chooses to allocate and spend the net proceeds. Moreover, our management may use the net
proceeds for corporate purposes that may not increase the market price of our common stock. See “Use of Proceeds” in this
prospectus supplement for more detailed information.
You will experience immediate and substantial dilution in the
net tangible book value per share of the common stock you purchase.
The public offering price of our common stock is
substantially higher than the net tangible book value per share of our common stock before giving effect to this offering. Accordingly,
if you purchase our common stock in this offering, you will incur immediate and substantial dilution of approximately $15.63 per share,
representing the difference between the public offering price of $18.50 per share, and $2.87, our pro forma as adjusted net tangible book
value as of December 31, 2020. Furthermore, if outstanding options or warrants are exercised, or we elect to grant new awards
under our 2020 Omnibus Incentive Compensation Plan, you could experience further dilution.
You may experience future dilution as a result of future equity
offerings.
In order to raise additional capital, we may in
the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices
that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price
per share that is less than the price per share paid by any investors in this offering, and investors purchasing shares or other securities
in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common
stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share
paid by any investors in this offering.
Special
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and accompanying prospectus,
and the documents incorporated by reference herein and therein, may contain forward-looking statements that are based on management’s
beliefs and assumptions and on information currently available to management. They can be identified by the use of forward-looking words,
such as “anticipate,” “believe,” “could,” “estimate,” “expects,” “intend,”
“may,” “plan,” “potential,” “predict,” “project,” “should,” “will,”
“would” or the negative of these terms or other comparable expressions that convey uncertainty of future events or outcomes,
although not all forward-looking statements contain these terms.
Forward-looking statements may include, but are
not limited to, statements regarding our expectations for our clinical development programs that may be ongoing from time to time, the
potential approval of any of our product candidates by the FDA or any other national entity, the manufacture and commercialization of
any product candidate, and any statement that contains forward-looking words and other similar expressions.
The forward-looking statements included in this
prospectus supplement and accompanying prospectus, and the documents incorporated by reference herein and therein reflect our current
expectations and beliefs, and we do not undertake publicly to update or revise these statements, even if experience or future changes
make it clear that any projected results expressed in this prospectus supplement, accompanying prospectus and the documents incorporated
by reference herein and therein will not be realized. In addition, the inclusion of any statement in this prospectus supplement, the accompanying
prospectus, and the documents incorporated by reference herein and therein does not constitute an admission by us that the events or circumstances
described in such statement are material. Furthermore, we wish to caution and advise readers that these statements are based on assumptions
that may not materialize and may involve risks and uncertainties, many of which are beyond our control that could cause actual events
or performance to differ materially from those contained or implied in these forward-looking statements.
Among the factors that could cause actual results
to differ materially are the factors discussed under “Risk Factors” in our most recent Annual Report on Form 10-K. Some
additional factors that could cause actual results to differ include:
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the timing of the initiation, enrollment and completion and results of planned clinical trials;
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the evolution of scientific discovery around the coronavirus, COVID-19 and the lung and other organ and systems dysfunction resulting
in some patients may indicate that cytokine storm is caused by or results from something other than elevated GM-CSF levels;
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the possibility that FDA might not grant an EUA for lenzilumab or, if one were granted, that its duration might be shorter than anticipated
or the EUA might be conditioned to a greater degree than anticipated;
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the duration and impact of the COVID-19 pandemic;
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our ability to timely source adequate supply of bulk drug substance for our development and if approved, commercial products from
third-party manufacturers on which we depend;
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the negative impact that may result from manufacturing delays due to displacement of scheduled production at certain of our Contract
Manufacturing Organizations (CMO) as mandated from Rated Orders issued under the Defense Production Act (DPA) or the shortage of raw materials
and critical components we are experiencing and expect to continue to experience relating to Rated Orders and increased demand for production
at our CMOs;
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if an EUA is granted for lenzilumab, our ability to accurately forecast and predict future revenues in the U.S. and outside the U.S.
coupled with our ability to produce sufficient quantities on a timely basis to meet demand;
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our ability to research, develop and commercialize our product candidates, including our ability to do so before our competitors develop
and commercialize competing products or alternative therapies or vaccines that may reduce the demand for our product candidates;
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our ability to execute our strategy and business plan focused on developing our proprietary monoclonal antibody portfolio and our
GM-CSF knockout gene-editing CAR-T platform;
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our ability to enter into partnerships with potential collaborators with development, regulatory and commercialization expertise to
enable us to pursue the other initiatives in our development pipeline;
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the initiation and successful completion of the acute GvHD study in the UK with the IMPACT Partnership;
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our ability to attain the additional financing we will need to pursue our development initiatives, manufacturing requirements and
commercialize our product candidates on favorable terms or at all;
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the potential, if any, for future development of any of our present or future products;
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increasing levels of market acceptance of CAR-T therapies and stem cell transplants and the development of a market for lenzilumab
in these therapies;
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our ability to identify and develop additional uses for our products;
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our ability to maintain licenses with third parties;
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our ability to attain market exclusivity and/or to obtain, maintain, protect and enforce our intellectual property and to operate
our business without infringing, misappropriating or otherwise violating, the intellectual property rights of others;
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the outcome of pending, threatened or future litigation;
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acquisitions or in-licensing or out-licensing transactions that we may pursue may fail to perform as expected;
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our ability to obtain and maintain regulatory approval of our product candidates, and any related restrictions;
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limitations and/or warnings in the label of an approved product candidate or one that is granted an EUA;
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changes in the regulatory landscape that may prevent us from pursuing or realizing any of the expected benefits from the various regulatory
incentives, or the imposition of regulations that affect our products; and
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the accuracy of our estimates regarding expenses, future revenues, capital requirements and needs for additional financing.
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Should one or more known or unknown risks or uncertainties
materialize, or should underlying assumptions prove inaccurate, actual results could differ materially from past results and those anticipated,
estimated, projected or implied by these forward-looking statements. You should consider these factors and the other cautionary statements
made in this prospectus supplement, the accompanying prospectus or the documents we incorporate by reference herein or therein as being
applicable to all related forward-looking statements wherever they appear in this prospectus, any prospectus supplement or the documents
incorporated by reference. While we may elect to update forward-looking statements wherever they appear in this prospectus supplement,
the accompanying prospectus or the documents incorporated by reference, we do not assume, and specifically disclaim, any obligation to
do so, whether as a result of new information, future events or otherwise, except as required by law. Because of these uncertainties,
you should not place undue reliance on these forward-looking statements.
USE
OF PROCEEDS
We estimate that the net proceeds to us of the
sale of the common stock that we are offering will be approximately $86.8 million, at the public offering price of $18.50 per share, and
after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters exercise
their option to purchase additional shares in full, we estimate that our net proceeds will be approximately $99.8 million.
As of March 5, 2021, we had cash and
cash equivalent assets on hand of approximately $74.3 million. We intend to use the net proceeds from this offering principally to fund
committed and future reservation and other upfront fees to secure manufacturing capacity, to produce inventory for sale under a potential
EUA and eventually a BLA, to prepare for commercialization of lenzilumab in the event of receipt of an EUA for use in COVID-19 patients,
as well as for working capital and other general corporate purposes. Our expected use of net proceeds from this offering and our existing
cash represents our intentions based upon our present plans and business conditions, which could change in the future as our plans and
business conditions evolve. The amount and timing of our actual expenditures will depend on numerous factors, including the results of
our research and development efforts, the timing and success of preclinical studies and clinical trials we may commence in the future,
the timing of regulatory submissions and the feedback from regulatory authorities. We have not determined the amount of net proceeds to
be used specifically for such purposes and, as a result, our management will retain broad discretion over the allocation of the net proceeds
from this offering.
Pending use of the proceeds as described above,
we intend to invest the proceeds in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing
instruments and U.S. government securities.
CAPITALIZATION
The following table sets forth our cash and capitalization
as of December 31, 2020:
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on a pro forma basis, to give effect to (1) our $25.0 million draw on March 29, 2021 under the Loan and Security Agreement
we entered on March 10, 2021 with Hercules Capital, Inc., and applications of the proceeds of that borrowing, net of fees and
expenses, and (2) our sales during the first quarter of 2021 of shares of common stock for net proceeds of approximately $36.2 million
through an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended;
and
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on a pro forma as adjusted basis, to give further effect to our issuance and sale of 5,000,000 shares of common stock in this
offering (assuming no exercise by the underwriters of the option to purchase additional shares) at the public offering price of $18.50 per
share, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.
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You should read the information in this “Capitalization”
section in conjunction with our consolidated financial statements and the related notes and the “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2020,
which is incorporated by reference in this prospectus supplement.
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As of December 31, 2020
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Actual
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Pro Forma
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Pro Forma as
Adjusted
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(in thousands, except share data)
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Cash and cash equivalents
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$
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67,737
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$
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128,374
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|
|
215,124
|
|
|
Long-term debt
|
|
$
|
—
|
|
|
$
|
25,000
|
|
|
|
25,000
|
|
Common stock, par value $0.001 per share: 225,000,000 shares
authorized, actual, pro forma and pro forma as adjusted;
51,626,508 shares issued and outstanding, actual; 53,423,366
shares issued and outstanding, pro forma; 58,423,366 shares issued
and outstanding, pro forma as adjusted
|
|
|
52
|
|
|
|
54
|
|
|
|
59
|
|
|
Additional paid-in capital
|
|
|
419,923
|
|
|
|
456,075
|
|
|
|
542,820
|
|
|
Accumulated deficit
|
|
|
(374,430
|
)
|
|
|
(374,947
|
)
|
|
|
(374,947
|
)
|
|
Total stockholders’ equity
|
|
|
45,545
|
|
|
|
81,182
|
|
|
|
167,932
|
|
|
Total capitalization
|
|
$
|
419,975
|
|
|
$
|
481,129
|
|
|
|
567,879
|
|
The table above is based on 51,626,508 shares of
common stock outstanding as of December 31, 2020 and excludes:
|
|
·
|
3,728,149 shares of common stock issuable upon exercise of outstanding stock options as of December 31, 2020,
at a weighted-average exercise price of $5.57 per share;
|
|
|
·
|
6,349,911 shares of common stock available for future issuance under our 2020 Omnibus
Incentive Compensation Plan as of December 31, 2020; and
|
|
|
·
|
51,238 shares of common stock issuable upon exercise of outstanding warrants as of December 31, 2020,
at a weighted average exercise price of $18.61 per share.
|
DILUTION
If you invest in our common stock in this offering,
your ownership interest will be diluted immediately to the extent of the difference between the public offering price per share and the
as adjusted net tangible book value per share of our common stock after this offering.
Our net tangible book value as of December 31, 2020
was approximately $45.5 million, or $0.88 per share of common stock. Our net tangible book value is the amount of our total tangible assets
less our total liabilities. Net tangible book value per share is our net tangible book value divided by the number of shares of common
stock outstanding as of December 31, 2020. We calculate net tangible book value per share by dividing the net tangible book
value, which is tangible assets less total liabilities, by the number of outstanding shares of our common stock.
Our pro forma basis net tangible book value per
share as of December 31, 2020 was approximately $81.2 million, or $1.52 per share of common stock. Pro forma net tangible book
value gives effect to (1) our $25.0 million draw on March 29, 2021 under the Loan and Security Agreement we entered on March 10, 2021
with Hercules Capital, Inc., and applications of the proceeds of that borrowing, net of fees and expenses, and (2) our sales during the
first quarter of 2021 of shares of common stock for net proceeds of approximately $36.2 million through an “at the market offering”
as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended.
After giving further effect to the sale by us of
5,000,000 shares of common stock that we are offering at the public offering price of $18.50 per share, and after deducting
the underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book
value as of December 31, 2020 would have been approximately $167.9 million, or approximately $2.87 per share of common
stock. This represents an immediate increase in net tangible book value of $1.35 per share to our existing stockholders and an immediate
dilution in pro forma as adjusted net tangible book value per share of $15.63 to new investors purchasing shares of common stock in this
offering.
Dilution per share to new investors is determined
by subtracting pro forma as adjusted net tangible book value per share after this offering from the public offering price per share paid
by new investors. The following table illustrates this dilution on a per share basis to new investors participating in this offering:
|
Public offering price per share
|
|
|
|
|
|
$
|
18.50
|
|
|
Historical net tangible book value per share as of December 31, 2020
|
|
$
|
0.88
|
|
|
|
|
|
Pro forma increase in historical net tangible book value per share attributable to the
pro forma transactions described in the preceding paragraphs
|
|
|
0.64
|
|
|
|
|
|
|
Pro forma net tangible book value per share as of December 31, 2020
|
|
|
|
|
|
$
|
1.52
|
|
|
Increase in pro forma net tangible book value per share attributable to this offering
|
|
$
|
1.35
|
|
|
|
|
|
|
Pro forma as adjusted net tangible book value per share after this offering
|
|
|
|
|
|
$
|
2.87
|
|
|
Dilution per share to new investors
|
|
|
|
|
|
$
|
15.63
|
|
If the underwriters exercise in full their option
to purchase additional shares, our pro forma as adjusted net tangible book value per share after this offering would be $3.06 per
share, representing an immediate increase in as adjusted net tangible book value per share of $1.54 to existing stockholders and
immediate dilution of $15.44 in pro forma as adjusted net tangible book value per share to new investors purchasing common stock in this
offering.
The table above is based on 51,626,508 shares of
common stock outstanding as of December 31, 2020 and excludes:
|
|
·
|
3,728,149 shares of common stock issuable upon exercise of outstanding stock options as of December 31, 2020,
at a weighted-average exercise price of $5.57 per share;
|
|
|
·
|
6,349,911 shares of common stock available for future issuance under our 2020 Omnibus
Incentive Compensation Plan as of December 31, 2020; and
|
|
|
·
|
51,238 shares of common stock issuable upon exercise of outstanding warrants as of December 31, 2020,
at a weighted average exercise price of $18.61 per share.
|
MATERIAL
U.S. FEDERAL INCOME TAX CONSIDERATIONS
FOR NON-U.S. HOLDERS OF COMMON STOCK
The following is a discussion of the material U.S.
federal income tax considerations applicable to non-U.S. holders with respect to their ownership and disposition of shares of our common
stock purchased in this offering. For purposes of this discussion, a non-U.S. holder means a beneficial owner (other than a partnership
or other pass-through entity) of our common stock that is not for U.S. federal income tax purposes:
|
|
·
|
an individual who is a citizen or resident of the United States;
|
|
|
·
|
a corporation, or any other organization taxable as a corporation for U.S. federal income tax purposes, created or organized in or
under the laws of the United States or of any state thereof or the District of Columbia;
|
|
|
·
|
an estate, the income of which is subject to U.S. federal income tax regardless of its source; or
|
|
|
·
|
a trust if (1) a U.S. court is able to exercise primary supervision over the trust’s administration and one or more U.S. persons
have the authority to control all of the trust’s substantial decisions or (2) the trust has a valid election in effect under applicable
U.S. Treasury Regulations to be treated as a U.S. person.
|
This discussion does not address the tax treatment
of partnerships or other entities that are pass-through entities for U.S. federal income tax purposes or persons that hold their common
stock through partnerships or other pass-through entities. A partner in a partnership or other pass-through entity that will hold our
common stock should consult his, her or its own tax advisor regarding the tax consequences of acquiring, holding and disposing of our
common stock through a partnership or other pass-through entity, as applicable.
This discussion is based on current provisions
of the U.S. Internal Revenue Code of 1986, as amended, which we refer to as the Code, existing and proposed U.S. Treasury Regulations
promulgated thereunder, current administrative rulings and judicial decisions, all as in effect as of the date of this prospectus supplement
and all of which are subject to change or to differing interpretation, possibly with retroactive effect. Any change or differing interpretation
could alter the tax consequences to non-U.S. holders described in this prospectus supplement. There can be no assurance that the Internal
Revenue Service, which we refer to as the IRS, will not challenge one or more of the tax consequences described in this prospectus supplement.
We assume in this discussion that a non-U.S. holder holds shares of our common stock as a capital asset, or generally property held for
investment for U.S. federal income tax purposes.
This discussion does not address all aspects of
U.S. federal income taxation that may be relevant to a particular non-U.S. holder in light of that non-U.S. holder’s individual
circumstances nor does it address any aspects of U.S. state and local or non-U.S. taxes, estate tax, the alternative minimum tax or the
Medicare tax on net investment income. This discussion also does not consider any specific facts or circumstances that may apply to a
non-U.S. holder and does not address the special tax rules applicable to particular non-U.S. holders, such as:
|
|
·
|
tax-exempt organizations;
|
|
|
·
|
financial institutions;
|
|
|
·
|
brokers or dealers in securities;
|
|
|
·
|
controlled foreign corporations;
|
|
|
·
|
passive foreign investment companies;
|
|
|
·
|
persons deemed to sell our common stock under the constructive sale provisions of the Code;
|
|
|
·
|
owners that hold our common stock as part of a straddle, hedge, conversion transaction, synthetic security or other integrated investment
or who have elected to mark securities to market for U.S. federal income tax purposes; and
|
|
|
·
|
certain former citizens or residents of the United States.
|
This discussion is for information only and is not, and is not intended
to be, legal or tax advice. All prospective non-U.S. holders of our common stock should consult their own tax advisors with respect to
the U.S. federal, state, local and non-U.S. income and other tax considerations of the purchase, ownership and disposition of our common
stock.
Distributions on our common stock
If we make distributions on our common stock, those
distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated
earnings and profits, as determined under U.S. federal income tax principles, subject to the tax treatment described in the following
paragraphs of this section. If a distribution exceeds our current and accumulated earnings and profits, the excess will be treated as
a tax-free return of the non-U.S. holder’s investment, up to such holder’s tax basis in the common stock. Any remaining excess
will be treated as capital gain, subject to the tax treatment described below in “Gain on sale, exchange or other disposition of
our common stock.” Any distributions will also be subject to the discussion below under the sections titled “Backup withholding
and information reporting” and “FATCA.”
Subject to the discussion below on effectively
connected income, dividends paid to a non-U.S. holder generally will be subject to withholding of U.S. federal income tax at a 30% rate
or such lower rate as may be specified by an applicable income tax treaty between the United States and such holder’s country of
residence. A non-U.S. holder of our common stock who claims the benefit of an applicable income tax treaty between the United States and
such holder’s country of residence generally will be required to provide a properly executed copy of the appropriate IRS Form W-8
(generally, a W-8BEN or W-8BEN-E) (or successor form) and satisfy applicable certification and other requirements. Non-U.S. holders are
urged to consult their own tax advisors regarding their entitlement to benefits under a relevant income tax treaty and the specific methods
available to them to satisfy these requirements.
A non-U.S. holder that is eligible for a reduced
rate of U.S. withholding tax under an income tax treaty may obtain a refund or credit of any excess amounts withheld by timely filing
an appropriate claim with the IRS.
Dividends that are treated as effectively connected
with a trade or business conducted by a non-U.S. holder within the United States and, if an applicable income tax treaty so provides,
that are attributable to a permanent establishment or a fixed base maintained by the non-U.S. holder within the United States, are generally
exempt from the 30% withholding tax if the non-U.S. holder satisfies applicable certification and disclosure requirements (generally including
provision of a valid IRS Form W-8ECI (or applicable successor form) certifying that the dividends are effectively connected with the non-U.S.
holder’s conduct of a trade or business within the United States). However, such U.S. effectively connected income, net of specified
deductions and credits, is taxed at the same graduated U.S. federal income tax rates applicable to United States persons (as defined in
the Code). Any U.S. effectively connected income received by a non-U.S. holder that is classified as a corporation for U.S. federal income
tax purposes may also, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or such
lower rate as may be specified by an applicable income tax treaty between the United States and such holder’s country of residence.
Gain on sale, exchange or other disposition of our common stock
In general (subject to the discussion below under
the sections titled “Backup withholding and information reporting” and “FATCA”), a non-U.S. holder will not be
subject to any U.S. federal income tax or withholding tax on any gain realized upon the holder’s sale, exchange or other disposition
of shares of our common stock unless:
|
|
·
|
the gain is effectively connected with the non-U.S. holder’s conduct of a U.S. trade or business and, if an applicable income
tax treaty so provides, is attributable to a permanent establishment or a fixed base maintained by the non-U.S. holder in the United States,
in which case the non-U.S. holder generally will be taxed on a net-income basis at the graduated U.S. federal income tax rates applicable
to United States persons (as defined in the Code) with respect to the gain and, if the non-U.S. holder is a foreign corporation, the branch
profits tax described above in “Distributions on our common stock” also may apply;
|
|
|
·
|
the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more in the taxable year
of the disposition and certain other conditions are met, in which case the non-U.S. holder will be subject to a 30% tax (or such lower
rate as may be specified by an applicable income tax treaty between the United States and the holder’s country of residence) on
the net gain derived from the disposition, which may be offset by certain U.S. source capital losses of the non-U.S. holder, provided
the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses; or
|
|
|
·
|
we are, or have been, at any time during the five-year period preceding the disposition (or the non-U.S. holder’s holding period,
if shorter) a “U.S. real property holding corporation,” unless our common stock is regularly traded on an established securities
market, as defined by applicable Treasury Regulations, and the non-U.S. holder held no more than 5% of our outstanding common stock, directly,
indirectly or constructively, during the shorter of the five-year period ending on the date of the disposition or the period that the
non-U.S. holder held our common stock. If we are determined to be a U.S. real property holding corporation and the foregoing exception
does not apply, then the non-U.S. holder generally will be taxed on its net gain derived from the disposition at the graduated U.S. federal
income tax rates applicable to United States persons (as defined in the Code). Generally, a corporation is a U.S. real property holding
corporation only if the fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the fair market value
of its worldwide real property interests plus its other assets used or held for use in a trade or business. Although there can be no assurance,
we do not believe that we are, or have been, a U.S. real property holding corporation, or that we are likely to become one in the future.
No assurance can be provided that our common stock will continue to be regularly traded on an established securities market for purposes
of the rules described above.
|
Backup withholding and information reporting
We must report annually to the IRS and to each
non-U.S. holder the gross amount of the distributions on our common stock paid to the holder and the tax withheld, if any, with respect
to such distributions. Non-U.S. holders generally will have to comply with specific certification procedures to establish that the holder
is not a United States person (as defined in the Code) in order to avoid backup withholding at the applicable rate with respect to dividends
on our common stock. Generally, a non-U.S. holder that is the beneficial owner of our stock will comply with such procedures if it provides
a properly executed IRS Form W-8BEN or W-8BEN-E (or other applicable Form W-8), or otherwise meets documentary evidence requirements for
establishing that it is a non-U.S. holder, or otherwise establishes an exemption. Dividends paid to non-U.S. holders subject to withholding
of U.S. federal income tax, as described above in “Distributions on our common stock,” generally will be exempt from U.S.
backup withholding.
Information reporting and backup withholding generally
will apply to the proceeds of a disposition of our common stock by a non-U.S. holder effected by or through the U.S. office of any broker,
U.S. or foreign, unless the holder certifies its status as a non-U.S. holder and satisfies certain other requirements, or otherwise establishes
an exemption. Generally, information reporting and backup withholding will not apply to a payment of disposition proceeds to a non-U.S.
holder where the transaction is effected outside the United States through a non-U.S. office of a broker. However, for information reporting
purposes, dispositions effected through a non-U.S. office of a broker with substantial U.S. ownership or operations generally will be
treated in a manner similar to dispositions effected through a U.S. office of a broker. Non-U.S. holders should consult their own tax
advisors regarding the application of the information reporting and backup withholding rules to them.
Copies of information returns may be made available
to the tax authorities of the country in which the non-U.S. holder resides or is incorporated under the provisions of a specific treaty
or agreement.
Backup withholding is not an additional tax. Any
amounts withheld under the backup withholding rules from a payment to a non-U.S. holder can be refunded or credited against the non-U.S.
holder’s U.S. federal income tax liability, if any, provided that an appropriate claim is timely filed with the IRS.
FATCA
Provisions of the Code commonly known as the Foreign
Account Tax Compliance Act, or FATCA, generally impose a U.S. federal withholding tax at a rate of 30% on payments of dividends on, and,
subject to the discussion of certain proposed U.S. Treasury Regulations below, gross proceeds from the sale or other disposition of, our
common stock paid to a foreign entity unless: (i) if the foreign entity is a “foreign financial institution,” the foreign
entity undertakes certain due diligence, reporting, withholding and certification obligations; (ii) if the foreign entity is not a “foreign
financial institution,” the foreign entity identifies certain of its U.S. investors, if any; or (iii) the foreign entity is otherwise
exempt under FATCA. In all cases, the foreign entity must provide the appropriate information and certifications to us on the appropriate
W-8 Form prior to the dividend or sale of shares.
Withholding under FATCA generally applies to payments
of dividends on our common stock. While withholding under FATCA may apply to payments of gross proceeds from a sale or other disposition
of our common stock, under proposed U.S. Treasury Regulations, withholding on payments of gross proceeds is not required. Although these
regulations are not final, applicable withholding agents may rely on the proposed regulations until final regulations are issued.
If withholding under FATCA is required on any payment
related to our common stock, investors not otherwise subject to withholding (or that otherwise would be entitled to a reduced rate of
withholding) on such payment may be required to seek a refund or credit from the IRS. An intergovernmental agreement between the United
States and an applicable foreign country may modify the requirements described in this section. Non-U.S. holders should consult their
own tax advisors regarding the possible implications of FATCA on their investment in our common stock and the entities through which they
hold our common stock, including, without limitation, the process and deadlines for meeting the applicable requirements to prevent the
imposition of the 30% withholding tax under FATCA.
The preceding discussion of material U.S. federal tax considerations
is for information only. It is not legal or tax advice. Prospective investors should consult their own tax advisors regarding the particular
U.S. federal, state, local and non-U.S. tax consequences of purchasing, holding and disposing of our common stock, including the consequences
of any proposed changes in applicable laws.
UNDERWRITING
Subject to the terms and conditions set forth in
the underwriting agreement, dated March 30, 2021, among us and Jefferies LLC, Credit Suisse Securities (USA) LLC and Cantor Fitzgerald
& Co., as the representatives of the underwriters named below and the joint book-running managers of this offering, we have agreed
to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us, the respective number
of shares of common stock shown opposite its name below:
|
Underwriter
|
|
|
Number of Shares
|
|
|
|
|
|
|
|
|
Jefferies LLC
|
|
|
2,000,000
|
|
|
Credit Suisse Securities (USA) LLC
|
|
|
1,250,000
|
|
|
Cantor Fitzgerald & Co.
|
|
|
500,000
|
|
|
Bryan Garnier Securities
|
|
|
400,000
|
|
|
Oppenheimer & Co. Inc.
|
|
|
400,000
|
|
|
H.C. Wainwright & Co., LLC
|
|
|
150,000
|
|
|
National Securities Corporation
|
|
|
150,000
|
|
|
Roth Capital Partners, LLC
|
|
|
150,000
|
|
|
Total
|
|
|
5,000,000
|
|
The underwriting agreement provides that the obligations
of the several underwriters are subject to certain conditions precedent such as the receipt by the underwriters of officers’ certificates
and legal opinions and approval of certain legal matters by their counsel. The underwriting agreement provides that the underwriters will
purchase all of the shares of common stock if any of them are purchased. If an underwriter defaults, the underwriting agreement provides
that the purchase commitments of the nondefaulting underwriters may be increased or the underwriting agreement may be terminated. We have
agreed to indemnify the underwriters and certain of their controlling persons against certain liabilities, including liabilities under
the Securities Act, and to contribute to payments that the underwriters may be required to make in respect of those liabilities.
The underwriters have advised us that, following
the completion of this offering, they currently intend to make a market in the common stock as permitted by applicable laws and regulations.
However, the underwriters are not obligated to do so, and the underwriters may discontinue any market-making activities at any time without
notice in their sole discretion. Accordingly, no assurance can be given as to the liquidity of the trading market for the common stock,
that you will be able to sell any of the common stock held by you at a particular time or that the prices that you receive when you sell
will be favorable.
The underwriters are offering the shares of common
stock subject to their acceptance of the shares of common stock from us and subject to prior sale. The underwriters reserve the right
to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.
Commission and Expenses
The underwriters have advised us that they propose
to offer the shares of common stock to the public at the initial public offering price set forth on the cover page of this prospectus
supplement and to certain dealers, which may include the underwriters, at that price less a concession not in excess of $0.67 per
share of common stock. The underwriters may allow, and certain dealers may reallow, a discount from the concession not in excess of $0.67 per
share of common stock to certain brokers and dealers. After the offering, the initial public offering price, concession and reallowance
to dealers may be reduced by the representatives. No such reduction will change the amount of proceeds to be received by us as set forth
on the cover page of this prospectus supplement.
The following table shows the public offering price,
the underwriting discounts and commissions that we are to pay the underwriters and the proceeds, before expenses, to us in connection
with this offering. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional
shares.
|
|
|
Per Share
|
|
|
Total
|
|
|
|
|
Without
Option to
Purchase
Additional
Shares
|
|
|
With Option
to Purchase
Additional
Shares
|
|
|
Without
Option to
Purchase
Additional
Shares
|
|
|
With Option
to Purchase
Additional
Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Public offering price
|
|
$
|
18.50
|
|
|
$
|
18.50
|
|
|
$
|
92,500,000
|
|
|
$
|
106,375,000
|
|
Underwriting discounts and commissions
paid by us
|
|
$
|
1.11
|
|
|
$
|
1.11
|
|
|
$
|
5,550,000
|
|
|
$
|
6,382,500
|
|
|
Proceeds to us, before expenses
|
|
$
|
17.39
|
|
|
$
|
17.39
|
|
|
$
|
86,950,000
|
|
|
$
|
99,992,500
|
|
We estimate expenses payable by us in connection
with this offering, other than the underwriting discounts and commissions referred to above, will be approximately $200,000.
Listing
Our common stock is listed on the Nasdaq Capital
Market under the trading symbol “HGEN”.
Option to Purchase Additional Shares
We have granted to the underwriters an option,
exercisable for 30 days from the date of this prospectus supplement, to purchase, from time to time, in whole or in part, up to an aggregate
of 750,000 shares from us at the public offering price set forth on the cover page of this prospectus supplement, less underwriting
discounts and commissions. If the underwriters exercise this option, each underwriter will be obligated, subject to specified conditions,
to purchase a number of additional shares proportionate to that underwriter’s initial purchase commitment as indicated in the table
above.
No Sales of Similar Securities
We, our officers, directors and certain holders
of our outstanding capital stock have agreed, subject to specified exceptions, not to directly or indirectly:
|
|
·
|
sell, offer, contract or grant any option to sell (including any short sale), pledge, transfer, enter into any put or call option,
or
|
|
|
·
|
otherwise dispose of any shares of common stock, options or warrants to acquire shares of common stock, or securities exchangeable
or exercisable for or convertible into shares of common stock currently or hereafter owned either of record or beneficially, or
|
|
|
·
|
publicly announce an intention to do any of the foregoing for a period of 60 days after the date of this prospectus supplement without
the prior written consent of Jefferies LLC and Credit Suisse Securities (USA) LLC.
|
This restriction terminates after the close of
trading of the common stock on and including the 60th day after the date of this prospectus supplement.
Jefferies LLC and Credit Suisse Securities (USA)
LLC may, in their sole discretion and at any time or from time to time before the termination of the 60-day period, release all or any
portion of the securities subject to lock-up agreements. There are no existing agreements between the underwriters and any of our shareholders
who will execute a lock-up agreement, providing consent to the sale of shares prior to the expiration of the lock-up period.
Stabilization
The underwriters have advised us that they may
engage in short sale transactions, stabilizing transactions, syndicate covering transactions or the imposition of penalty bids in connection
with this offering. These activities may have the effect of stabilizing or maintaining the market price of the common stock at a level
above that which might otherwise prevail in the open market. Establishing short sales positions may involve either “covered”
short sales or “naked” short sales.
“Covered” short sales are sales made
in an amount not greater than the underwriters’ option to purchase additional shares of our common stock in this offering. The underwriters
may close out any covered short position by either exercising their option to purchase additional shares of our common stock or purchasing
shares of our common stock in the open market. In determining the source of shares to close out the covered short position, the underwriters
will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they
may purchase shares through the option to purchase additional shares.
“Naked” short sales are sales in excess
of the option to purchase additional shares of our common stock. The underwriters must close out any naked short position by purchasing
shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward
pressure on the price of the shares of our common stock in the open market after pricing that could adversely affect investors who purchase
in this offering.
A stabilizing bid is a bid for the purchase of
shares of common stock on behalf of the underwriters for the purpose of fixing or maintaining the price of the common stock. A syndicate
covering transaction is the bid for or the purchase of shares of common stock on behalf of the underwriters to reduce a short position
incurred by the underwriters in connection with the offering. Similar to other purchase transactions, the underwriter’s purchases
to cover the syndicate short sales may have the effect of raising or maintaining the market price of our common stock or preventing or
retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that
might otherwise exist in the open market. A penalty bid is an arrangement permitting the underwriters to reclaim the selling concession
otherwise accruing to a syndicate member in connection with the offering if the common stock originally sold by such syndicate member
are purchased in a syndicate covering transaction and therefore have not been effectively placed by such syndicate member.
Neither we, nor any of the underwriters make any
representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price
of our common stock. The underwriters are not obligated to engage in these activities and, if commenced, any of the activities may be
discontinued at any time.
The underwriters may also engage in passive market
making transactions in our common stock on Nasdaq in accordance with Rule 103 of Regulation M during a period before the commencement
of offers or sales of shares of our common stock in this offering and extending through the completion of distribution. A passive market
maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids
are lowered below the passive market maker’s bid, that bid must then be lowered when specified purchase limits are exceeded.
Electronic Distribution
A prospectus in electronic format may be made available
by e-mail or on the web sites or through online services maintained by one or more of the underwriters or their affiliates. In those cases,
prospective investors may view offering terms online and may be allowed to place orders online. The underwriters may agree with us to
allocate a specific number of shares of common stock for sale to online brokerage account holders. Any such allocation for online distributions
will be made by the underwriters on the same basis as other allocations. Other than the prospectus in electronic format, the information
on the underwriters’ web sites and any information contained in any other web site maintained by any of the underwriters is not
part of this prospectus supplement, has not been approved and/or endorsed by us or the underwriters and should not be relied upon by investors.
Other Activities and Relationships
The underwriters and certain of their affiliates
are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment
banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities.
The underwriters and certain of their affiliates have, from time to time, performed, and may in the future perform, various commercial
and investment banking and financial advisory services for us and our affiliates, for which they received or will receive customary fees
and expenses. For example, Jefferies LLC served as a co-manager of our underwritten public offering in September 2020, and Cantor Fitzgerald
& Co. is the agent under a Controlled Equity Offering Sales Agreement, dated as of December 31, 2020, with us. Under the
Sales Agreement, during the first quarter of 2021 we sold approximately 1,796,858 shares of common stock for net proceeds of $36.2 million
through an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act.
In the ordinary course of their various business
activities, the underwriters and certain of their affiliates may make or hold a broad array of investments and actively trade debt and
equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the
accounts of their customers, and such investment and securities activities may involve securities and/or instruments issued by us and
our affiliates. If the underwriters or their respective affiliates have a lending relationship with us, they routinely hedge their credit
exposure to us consistent with their customary risk management policies. The underwriters and their respective affiliates may hedge such
exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions
in our securities or the securities of our affiliates, including potentially the common stock offered hereby. Any such short positions
could adversely affect future trading prices of the common stock offered hereby. The underwriters and certain of their respective affiliates
may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research
views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short
positions in such securities and instruments.
Disclaimers About Non-U.S. Jurisdictions
Canada
Resale Restrictions
The distribution of shares in Canada is being made
only in the provinces of Ontario, Quebec, Alberta, British Columbia, Manitoba, New Brunswick and Nova Scotia on a private placement basis
exempt from the requirement that we prepare and file a prospectus with the securities regulatory authorities in each province where trades
of these securities are made. Any resale of our shares in Canada must be made under applicable securities laws which may vary depending
on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption
granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of
the securities.
(B) Representations
of Canadian Purchasers
By purchasing our shares in Canada and accepting
delivery of a purchase confirmation, a purchaser is representing to us and the dealer from whom the purchase confirmation is received
that:
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the purchaser is entitled under applicable provincial securities laws to purchase the shares without the benefit of a prospectus qualified
under those securities laws as it is an “accredited investor” as defined under National Instrument 45-106 – Prospectus
Exemptions or Section 73.3(1) of the Securities Act (Ontario), as applicable,
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the purchaser is a “permitted client” as defined in National Instrument 31-103 - Registration Requirements, Exemptions
and Ongoing Registrant Obligations,
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where required by law, the purchaser is purchasing as principal and not as agent, and
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the purchaser has reviewed the text above under Resale Restrictions.
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(C) Conflicts
of Interest
Canadian purchasers are hereby notified that certain
of the underwriters are relying on the exemption set out in section 3A.3 or 3A.4, if applicable, of National Instrument 33-105 –
Underwriting Conflicts from having to provide certain conflict of interest disclosure in this document.
(D) Statutory
Rights of Action
Securities legislation in certain provinces or
territories of Canada may provide a purchaser with remedies for rescission or damages if the offering memorandum (including any amendment
thereto) such as this document contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the
purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser
of these securities in Canada should refer to any applicable provisions of the securities legislation of the purchaser’s province
or territory for particulars of these rights or consult with a legal advisor.
(E) Enforcement
of Legal Rights
All of our directors and officers as well as the
experts named herein may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service
of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located
outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce a
judgment obtained in Canadian courts against us or those persons outside of Canada.
(F) Taxation
and Eligibility for Investment
Canadian purchasers of shares should consult their
own legal and tax advisors with respect to the tax consequences of an investment in the shares in their particular circumstances and about
the eligibility of the investment by the purchaser under relevant Canadian legislation.
Australia
This prospectus supplement is not a disclosure
document for the purposes of Australia’s Corporations Act 2001 (Cth) of Australia, or Corporations Act, has not been lodged with
the Australian Securities & Investments Commission and is only directed to the categories of exempt persons set out below. Accordingly,
if you receive this prospectus supplement in Australia, you confirm and warrant that you are either:
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a “sophisticated investor” under section 708(8)(a) or (b) of the Corporations Act;
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a “sophisticated investor” under section 708(8)(c) or (d) of the Corporations Act and that you have provided an accountant’s
certificate to the Company which complies with the requirements of section 708(8)(c)(i) or (ii) of the Corporations Act and related regulations
before the offer has been made;
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a person associated with the Company under Section 708(12) of the Corporations Act; or
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a “professional investor” within the meaning of section 708(11)(a) or (b) of the Corporations Act.
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To the extent that you are unable to confirm or
warrant that you are an exempt sophisticated investor, associated person or professional investor under the Corporations Act any offer
made to you under this prospectus supplement is void and incapable of acceptance.
You warrant and agree that you will not offer any
of the securities issued to you pursuant to this prospectus supplement for resale in Australia within 12 months of those securities being
issued unless any such resale offer is exempt from the requirement to issue a disclosure document under section 708 of the Corporations
Act.
Hong Kong
No shares have been offered or sold, and no shares
may be offered or sold, in Hong Kong, by means of any document, other than to persons whose ordinary business is to buy or sell shares
or debentures, whether as principal or agent; or to “professional investors” as defined in the Securities and Futures Ordinance
(Cap. 571) of Hong Kong (“SFO”) and any rules made under that Ordinance; or in other circumstances which do not result in
the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong (“CO”) or which
do not constitute an offer or invitation to the public for the purpose of the CO or the SFO. No document, invitation or advertisement
relating to the shares has been issued or may be issued or may be in the possession of any person for the purpose of issue (in each case
whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public of
Hong Kong (except if permitted under the securities laws of Hong Kong) other than with respect to shares which are or are intended to
be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made
under that Ordinance.
This prospectus supplement has not been registered
with the Registrar of Companies in Hong Kong. Accordingly, this prospectus supplement may not be issued, circulated or distributed in
Hong Kong, and the securities may not be offered for subscription to members of the public in Hong Kong. Each person acquiring the shares
will be required, and is deemed by the acquisition of the shares, to confirm that such investor is aware of the restriction on offers
of the shares described in this prospectus supplement and the relevant offering documents and that he is not acquiring, and has not been
offered any shares in circumstances that contravene any such restrictions.
Israel
This document does not constitute a prospectus
under the Israeli Securities Law, 5728-1968, or the Securities Law, and has not been filed with or approved by the Israel Securities Authority.
In Israel, this prospectus supplement is being distributed only to, and is directed only at, and any offer of the shares is directed only
at, (i) a limited number of persons in accordance with the Israeli Securities Law and (ii) investors listed in the first addendum,
or the Addendum, to the Israeli Securities Law, consisting primarily of joint investment in trust funds, provident funds, insurance companies,
banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters, venture capital funds, entities
with equity in excess of NIS 50 million and “qualified individuals,” each as defined in the Addendum (as it may be amended
from time to time), collectively referred to as qualified investors (in each case, purchasing for their own account or, where permitted
under the Addendum, for the accounts of their clients who are investors listed in the Addendum). Qualified investors are required to submit
written confirmation that they fall within the scope of the Addendum, are aware of the meaning of same and agree to it.
Japan
The offering has not been and will not be registered
under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948 of Japan, as amended), or FIEL, and the underwriters will
not offer or sell any shares, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used
herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others
for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an
exemption from the registration requirements of, and otherwise in compliance with, the FIEL and any other applicable laws, regulations
and ministerial guidelines of Japan.
Singapore
This prospectus supplement has not been and will
not be lodged or registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement and any
other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the securities may not
be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase,
whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities
and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person
pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to,
and in accordance with the conditions of, any other applicable provision of the SFA.
Where the shares are purchased under Section 275
of the SFA by a relevant person which is:
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a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments
and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
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(b)
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a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust
is an individual who is an accredited investor,
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securities (as defined in Section 239(1) of the
SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred
within six months after that corporation or that trust has acquired the notes pursuant to an offer made under Section 275 of the SFA except:
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(i)
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to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer
referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
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(ii)
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where no consideration is or will be given for the transfer;
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(iii)
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where the transfer is by operation of law;
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(iv)
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as specified in Section 276(7) of the SFA; or
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(v)
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as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.
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Switzerland
The shares may not be publicly offered in Switzerland
and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland.
This prospectus supplement has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art.
1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules
or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this prospectus supplement nor
any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly
available in Switzerland.
Neither this prospectus supplement nor any other
offering or marketing material relating to the offering or the securities have been or will be filed with or approved by any Swiss regulatory
authority. In particular, this prospectus supplement will not be filed with, and the offer of securities will not be supervised by, the
Swiss Financial Market Supervisory Authority FINMA, and the offer of securities has not been and will not be authorized under the Swiss
Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective
investment schemes under the CISA does not extend to acquirers of securities.
United Kingdom
No shares have been offered or will be offered
pursuant to the offering to the public in the United Kingdom prior to the publication of a prospectus in relation to the shares which
has been approved by the Financial Conduct Authority, except that the shares may be offered to the public in the United Kingdom at any
time:
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(a)
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to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation;
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(b)
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to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation),
subject to obtaining the prior consent of the representatives for any such offer; or
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in any other circumstances falling within Section 86 of the FSMA,
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provided that no such offer of the shares shall
require the Issuer or any Manager to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article
23 of the UK Prospectus Regulation. For the purposes of this provision, the expression an “offer to the public” in relation
to the shares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the
offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe for any shares and the expression “UK
Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal)
Act 2018.
LEGAL
MATTERS
The validity of the shares of the common stock
offered by this prospectus supplement will be passed upon for us by Polsinelli PC, Washington, DC. Goodwin Procter LLP, New York, New
York, has acted as counsel for the underwriters in connection with certain legal matters related to this offering.
EXPERTS
The consolidated financial statements incorporated
in this prospectus supplement by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2020
have been audited by HORNE LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein
by reference. Such consolidated financial statements have been so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We file annual,
quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available over the Internet
at the SEC’s website at www.sec.gov. The SEC maintains a website that contains reports, proxy and information statements and other
information regarding issuers that file electronically with the SEC at http://www.sec.gov.
Our website address is www.humanigen.com.
The information contained on, or that can be accessed through, our website is not a part of this prospectus supplement or incorporated
by reference into this prospectus supplement or the accompanying prospectus, and you should not consider information on our website to
be part of this prospectus supplement or the accompanying prospectus. We have included our website address as an inactive textual reference
only.
This prospectus supplement is part of a registration
statement we filed with the SEC. This prospectus supplement and the accompanying prospectus omit some information contained in the registration
statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for
further information about us and our consolidated subsidiary and the securities we are offering. Statements in this prospectus supplement
and in the accompanying prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed
with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document
to evaluate these statements.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference much
of the information we file with the SEC, which means that we can disclose important information to you by referring you to those publicly
available documents. The information that we incorporate by reference in this prospectus supplement is considered to be part of this prospectus
supplement and the accompanying prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus supplement
is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus
supplement and the accompanying prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to
determine if any of the statements in this prospectus supplement, the accompanying prospectus or in any document previously incorporated
by reference herein or therein have been modified or superseded. This prospectus supplement incorporates by reference the documents listed
below (File No. 001-35798) and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (in
each case, other than those documents or the portions of those documents not deemed to be filed) until the offering of the securities
offered hereby is terminated or completed:
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our Current Reports on Form 8-K, filed with the SEC on January 7, 2021, January 14, 2021, January 19, 2021,
January 22, 2021, January 29, 2021, February 5, 2021 and March 29, 2021; and
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the description of our common stock contained in our Registration Statement on Form 8-A filed
with the SEC on September 15, 2020, including any amendments or reports filed for the purpose of updating such description.
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You may request a free copy of these filings (other
than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing) by writing or telephoning
us as follows:
Humanigen, Inc.
Attention: Corporate Secretary
533 Airport Boulevard, Suite 400
Burlingame, CA 94010
(650) 243-3100
PROSPECTUS
$300,000,000
Common Stock
Preferred Stock
Warrants
Rights
Units
_________________________
We may offer and sell, from time
to time, in one or more offerings, together or separately, our common stock, preferred stock, warrants, rights or any combination
of the foregoing, either individually or as units composed of one or more of the other securities. This prospectus provides you
with a general description of the securities. The aggregate public offering price of all securities issued by us under this prospectus
may not exceed $300,000,000.
Each time we offer and sell securities,
we will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and
terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to
that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our
securities.
We may offer and sell the securities
described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly
to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any
of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them
will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections
of this prospectus titled “About this Prospectus” and “Plan of Distribution” for more information. No securities
may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the
offering of such securities.
We have applied to list our
common stock on the Nasdaq Capital Market under the symbol “HGEN”. We cannot assure investors that our listing application
will be approved by Nasdaq. Our common stock is currently listed for quotation on the OTCQB Venture Market operated by OTC Markets
Group, Inc., under the symbol “HGEND”. The last reported sale price per share of our common stock on September 14,
2020 on the OTCQB Venture Market was $9.90.
We completed a 1-for-5 reverse
split of our common stock on September 11, 2020. Unless we indicate otherwise, all share and per share information presented in
this prospectus as of June 30, 2020 reflects the completion of the reverse stock split. Our historical financial statements incorporated
by reference into this prospectus do not reflect the reverse stock split.
Investing in our securities involves significant risks.
See “Risk Factors” on page 6 of this prospectus and in any applicable prospectus supplement. You should read this prospectus,
any accompanying prospectus supplement and the documents incorporated by reference herein and therein carefully before you make
your investment decision.
_________________________
Neither the Securities and Exchange Commission nor
any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
_________________________
This prospectus is dated September 14, 2020.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a
registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelf”
registration process. Under this shelf registration statement, we may offer or sell any combination of the securities described
in this prospectus, from time to time, and in one or more offerings, up to a total dollar amount of $300,000,000 as described in
this prospectus. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that contains
specific information about the securities being offered and sold and the specific terms of that offering. The prospectus supplement
may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency
between the information in this prospectus and the applicable prospectus supplement, you
must rely on the information in the prospectus supplement. Before purchasing any securities, you should carefully read both
this prospectus and the applicable prospectus supplement, together with the additional information described under the headings
“Where You Can Find More Information” and “Incorporation of Certain Information
by Reference.”
We have not authorized anyone
to provide you with any information or to make any representations other than those contained in this prospectus or any applicable
prospectus supplement prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide
no assurance as to the reliability of, any other information that others may give you. We will not make an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this
prospectus and the applicable prospectus supplement to this prospectus is accurate as of the date on the respective covers of such
documents, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference,
regardless of the time of delivery of this prospectus, such prospectus supplement, or any sale or issuance of a security, unless
we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed materially
since those dates. You should rely only on the information contained or incorporated by reference
in this prospectus or any accompanying prospectus supplement.
When we refer to “Humanigen,”
“we,” “our,” “us” and the “Company” in this prospectus, we mean Humanigen, Inc.
and its subsidiaries on a consolidated basis, unless otherwise specified. References to “you” refer to a prospective
investor.
This prospectus and any accompanying
prospectus supplement may include trademarks, service marks and trade names owned by us or other companies. All trademarks, service
marks and trade names included in this prospectus are the property of their respective owners.
WHERE YOU CAN FIND MORE INFORMATION
We file annual,
quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available over the
Internet at the SEC’s website at www.sec.gov. The SEC maintains a website that contains reports, proxy and information statements
and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.
Our website address is www.humanigen.com.
The information contained on, or that can be accessed through, our website is not a part of this prospectus or incorporated by
reference into this prospectus or any prospectus supplement, and you should not consider information on our website to be part
of this prospectus or any accompanying prospectus supplement. We have included our website address as an inactive textual reference
only.
This prospectus and any prospectus
supplement are part of a registration statement that we filed with the SEC and do not contain all of the information in the registration
statement. The full registration statement may be obtained from the SEC or us, as provided below. Forms of the documents establishing
the terms of the offered securities are or may be filed as exhibits to the registration statement. Statements in this prospectus
or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to
the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters.
You may obtain the registration statement and exhibits to the registration statement from the SEC’s website, as provided
above.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC’s rules allow us
to “incorporate by reference” information into this prospectus, which means that we can disclose important information
to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed
to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede previously
filed information as applicable. Any statement contained in a previously filed document incorporated by reference will be
deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus
modifies or replaces that statement. Since information that we later file with the SEC will update and supersede previously incorporated
information, you should look at all of the SEC filings that we incorporate by reference to determine if any of the statements in
this prospectus or any accompanying prospectus supplement or in any documents previously incorporated by reference have been modified
or superseded.
We incorporate by reference into
this prospectus our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, between the date of this prospectus and the termination
of the offering of the securities described in this prospectus (in each case, other than information deemed furnished and not filed
in accordance with SEC rules, including pursuant to Items 2.02 and 7.01 of Form 8-K or corresponding information furnished under
Item 9.01 or included in a furnished exhibit, except as stated specifically below):
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our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 16, 2020;
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our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020, filed with the SEC on May 15, 2020;
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our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2020, filed with the SEC on August 14, 2020;
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our
Current Reports on Form 8-K, filed with the SEC on January 31, 2020; March 20, 2020;
March 23, 2020; April 6, 2020; April 29, 2020; May 7, 2020; June 4, 2020; July 6, 2020;
July 10, 2020; July 30, 2020; August 3, 2020; September 4, 2020; and September 11, 2020;
and
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The
description of our common stock contained in Exhibit 4.5 to our Annual Report on Form
10-K for the year ended December 31, 2019, filed with the SEC on March 16, 2020, including
any other amendment or reports filed for the purpose of updating such description.
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In addition, all reports
and other documents we may file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial
registration statement of which this prospectus forms a part, and prior to effectiveness of such registration statement, shall
be deemed to be incorporated by reference into this prospectus. The file number for all such filings is 001-35798.
You may request a free copy of
these filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing)
by writing or telephoning us as follows:
Humanigen, Inc.
Attention: Corporate Secretary
533 Airport Boulevard, Suite 400
Burlingame, CA 94010
(650) 243-3100
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus supplement and the documents
incorporated by reference herein and therein may contain forward-looking statements that are based on management’s beliefs
and assumptions and on information currently available to management. They can be identified by the use of forward-looking words,
such as “anticipate,” “believe,” “could,” “estimate,” “expects,” “intend,”
“may,” “plan,” “potential,” “predict,” “project,” “should,”
“will,” “would” or the negative of these terms or other comparable expressions that convey uncertainty
of future events or outcomes, although not all forward-looking statements contain these terms. Forward-looking statements may include,
but are not limited to, statements regarding our expectations for our clinical development programs that may be ongoing from time
to time, the potential approval of any of our product candidates by FDA or any other national entity, the manufacture and commercialization
of any product candidate, and any statement that contains forward-looking words and other similar expressions.
The forward-looking statements included in this prospectus,
any prospectus supplement and the documents incorporated by reference herein and therein reflect our current expectations and beliefs,
and we do not undertake publicly to update or revise these statements, even if experience or future changes make it clear that
any projected results expressed in this prospectus, any prospectus supplement and the documents incorporated by reference herein
and therein will not be realized. In addition, the inclusion of any statement in this prospectus, any prospectus supplement and
the documents incorporated by reference herein and therein does not constitute an admission by us that the events or circumstances
described in such statement are material. Furthermore, we wish to caution and advise readers that these statements are based on
assumptions that may not materialize and may involve risks and uncertainties, many of which are beyond our control that could cause
actual events or performance to differ materially from those contained or implied in these forward-looking statements.
Among the factors that could cause actual results to differ
materially are the factors discussed under “Risk Factors” in our most recent Annual Report on Form 10-K and our other
reports filed with the SEC. We also will include or incorporate by reference in each prospectus supplement important factors that
we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Should one
or more known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results
could differ materially from past results and those anticipated, estimated, projected or implied by these forward-looking statements.
You should consider these factors and the other cautionary statements made in this prospectus, any prospectus supplement or the
documents we incorporate by reference herein or therein as being applicable to all related forward-looking statements wherever
they appear in this prospectus, any prospectus supplement or the documents incorporated by reference. While we may elect to update
forward-looking statements wherever they appear in this prospectus, any prospectus supplement or the documents incorporated by
reference, we do not assume, and specifically disclaim, any obligation to do so, whether as a result of new information, future
events or otherwise, except as required by law. Because of these uncertainties, you should not place undue reliance on these forward-looking
statements.
THE COMPANY
Overview
We are a clinical stage biopharmaceutical company, developing
our clinical stage COVID-19 immunology and immuno-oncology portfolio of monoclonal antibodies. We are focusing our efforts on the
development of our lead product candidate, lenzilumab, our proprietary Humaneered® (“Humaneered” or “Humaneered®”)
anti-human granulocyte-macrophage colony-stimulating factor (“GM-CSF”) immunotherapy.
Our proprietary and patented Humaneered technology
platform is a method for converting existing antibodies (typically murine) into engineered, high-affinity human antibodies designed
for therapeutic use, particularly for chronic conditions. We have developed or in-licensed targets or research (mouse) antibodies,
typically from academic institutions, and then applied our Humaneered technology to them. Lenzilumab and our other two product
candidates, ifabotuzumab and HGEN005, are Humaneered antibodies. Our Humaneered antibodies are closer to human antibodies than
chimeric or conventionally humanized antibodies and have a high affinity for their target but low immunogenicity. We believe our
Humaneered antibodies offer additional advantages, such as lower likelihood to induce an inappropriate immune response when used
chronically, high potency, and a slow off-rate.
Lenzilumab is a monoclonal antibody that has been proven
in animal models to neutralize GM-CSF, a cytokine that we believe is of critical importance in the inflammatory cascade, sometimes
referred to as cytokine release syndrome (“CRS”) or cytokine storm, associated with COVID-19, chimeric antigen receptor
T-cell (“CAR-T”) therapy and acute Graft versus Host Disease (“GvHD”) related side-effects. Lenzilumab
binds to and neutralizes soluble, circulating GM-CSF.
While we believe our leadership position in GM-CSF pathway
science and cytokine storm presents us with a diverse set of development opportunities, we currently are focused on developing
lenzilumab for three primary indications:
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As a therapy targeting severe outcomes in hospitalized patients with confirmed COVID-19 pneumonia;
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As a sequenced therapy ahead of CAR-T administration in CD19 targeted CAR-T therapies; and
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As an early treatment or potential prophylaxis for acute GvHD in high and intermediate risk patients.
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Our development pipeline also includes the development
of lenzilumab as a potential therapy for patients with refractory chronic myelomonocytic leukemia, and work with another Humaneered
monoclonal antibody, ifabotuzumab, as a potential therapy for solid tumors, hematologic malignancies and serious pulmonary conditions.
Corporate Information
We were incorporated on March 15, 2000 in California and
reincorporated as a Delaware corporation in September 2001. We completed our initial public offering in January 2013. Effective
August 7, 2017, we changed our legal name to Humanigen, Inc. We maintain a website at www.humanigen.com where you may obtain copies
of our reports, information and proxy statements and other filings with the SEC as soon as they are filed. Information contained
on our website is not part of this prospectus, and the inclusion of our website address in this prospectus is intended to be an
inactive textual reference only. The address of our principal executive office is 533 Airport Boulevard, Suite 400 Burlingame,
CA 94010 and our telephone number is (650) 243-3100.
RISK FACTORS
Investing in our
securities involves a high degree of risk. Prior to making a decision about investing in our securities, you should carefully
consider the specific factors discussed under “Risk Factors” in our most
recent Annual Report on Form 10-K and in any subsequently filed Quarterly Report on Form 10-Q, together with the risk factors contained
in our other SEC filings that we incorporate by reference into this prospectus or that may be included in any applicable prospectus
supplement. The risks and uncertainties we have described are not the only ones facing our
company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our
business operations. The occurrence of any of these known or unknown risks might cause you to lose all or part of your investment
in the offered securities.
USE OF PROCEEDS
Unless otherwise
indicated in the applicable prospectus supplement, we intend to use the net proceeds from sales of the securities described
in this prospectus for general corporate purposes, which could include
working capital, capital expenditures, acquisitions and the repayment of indebtedness outstanding from time to time. Pending these
uses, the net proceeds may also be temporarily invested in short-term securities.
DESCRIPTION OF COMMON STOCK
This section describes the general terms and provisions
of our common stock. The prospectus supplement relating to any offering of common stock, or other securities convertible into or
exchangeable or exercisable for common stock, will describe more specific terms of the offering of common stock or other securities,
including the number of shares offered, the initial offering price and market price and dividend information. The prospectus supplement
may provide information that is different from this prospectus. If the information in the prospectus supplement with respect to
our common stock being offered differs from this prospectus, you should rely on the information in the prospectus supplement.
General
Our authorized capital stock consists of 250,000,000
shares of which 225,000,000 shares shall be common stock, par value $0.001 per share, and 25,000,000 shares shall be preferred
stock, par value of $0.001 per share.
On September 11, 2020, we completed a 1-for-5 reverse
split of our outstanding shares of common stock. Our financial statements and notes thereto as of or for fiscal periods completed
prior to the completion of the reverse stock split incorporated by reference herein do not give retroactive effect to the reverse
stock split for periods presented. Our financial statements and notes thereto as of or for fiscal periods commencing with the
three and nine months ending September 30, 2020 will be retroactively adjusted to give effect to the reverse stock split. The
reverse stock split had no effect on the stated par value per share of our common stock.
As of June 30, 2020, after giving effect to the completion
of the reverse stock split, there were 41,974,915 shares of common stock outstanding,
held by approximately 90 stockholders of record, although we believe there to be a significantly larger number of beneficial owners
of our common stock, and no shares of preferred stock outstanding.
Common Stock
Each holder of our common stock
is entitled to one vote for each share of common stock held on all matters submitted to a vote of the stockholders. Holders of
our common stock are entitled to receive ratably the dividends, if any, as may be declared from time to time by the board of directors
out of funds legally available therefor. If there is a liquidation, dissolution or winding up of our company, holders of our common
stock would be entitled to share in our assets remaining after the payment of liabilities. Holders of our common stock have no
preemptive or conversion rights or other subscription rights, and there are no redemption or sinking fund provisions applicable
to the common stock. The outstanding shares of common stock are fully paid and non-assessable. Holders of shares of our common
stock are not liable for further calls or to assessments by us. The rights, powers, preferences and privileges of holders of common
stock would be subordinate to, and may be adversely affected by, the rights of the holders of shares of any series of preferred
stock which our board of directors may designate and issue in the future. Certain of our existing holders of common stock have
the right to require us to register their shares of common stock under the Securities Act in specified circumstances.
Transfer Agent and Registrar
The transfer agent and registrar
for our common stock is Computershare Trust Company, N.A. The transfer agent’s address is 250 Royall Street, Canton, Massachusetts
02021 and its telephone number is (800) 662-7232.
Dividend Policy
We have never declared or paid
any cash dividends on our capital stock, and we do not currently intend to pay any cash dividends on our common stock for the foreseeable
future. We expect to retain future earnings, if any, to fund the development and growth of our business. Any future determination
to pay dividends on our common stock will be at the discretion of our board of directors and will depend upon, among other factors,
our financial condition, operating results, current and anticipated cash needs, plans for expansion and other factors that our
board of directors may deem relevant.
Anti-Takeover Provisions of Our Charter Documents and Delaware Law
Some provisions of our Charter,
our Bylaws and Delaware law could make it more difficult to acquire our company by means of a tender offer, a proxy contest, or
otherwise.
Our Bylaws establish advance
notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than
nominations made by or at the direction of our board of directors or a committee of our board of directors. These procedures provide
that notice of stockholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the
action is to be taken. Generally, for a proposal to be timely submitted for consideration at an annual meeting, notice must be
delivered to our secretary not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting
for the preceding year. Our Bylaws specify the requirements as to form and content of all stockholders’ notices. These provisions
might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for
directors at our annual meeting of stockholders if the proper procedures are not followed.
Our Charter and Bylaws both provide
that vacancies on our board of directors, including newly created directorships, may be filled only by a majority vote of directors
then in office, and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders or until
such director’s successor shall have been duly elected and qualified. Accordingly, the board of directors could prevent any
stockholder from filling the new directorships with such stockholder’s own nominee.
Our Charter provides that, unless
we consent in writing to the selection of an alternative forum, the Delaware Court of Chancery shall be the sole and exclusive
forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a
fiduciary duty owed by any of our current or former directors, officers or other employees to us or our stockholders, (iii) any
action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our Charter or our Bylaws,
or (iv) any action asserting a claim against us governed by the internal affairs doctrine; in all cases subject to the court having
personal jurisdiction over the indispensable parties named as defendants. This choice of forum provision may limit a stockholder’s
ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees,
which may discourage such lawsuits against us and our directors, officers and other employees.
Delaware Anti-Takeover Law
We are subject to Section 203
of the Delaware General Corporation Law which contains anti-takeover provisions. In general, Section 203 prohibits a publicly held
Delaware corporation from engaging in a business combination with an interested stockholder for a period of three years following
the date that the person became an interested stockholder, unless the business combination or the transaction in which the person
became an interested stockholder is approved in a prescribed manner. Generally, a business combination includes a merger, asset
or stock sale or another transaction resulting in a financial benefit to the interested stockholder. An interested stockholder
is a person who, together with affiliates and associates, owns 15% or more of the corporation’s voting stock. The existence
of this provision may have an anti-takeover effect with respect to transactions that are not approved in advance by our board of
directors, including discouraging attempts that might result in a premium over the market price for the shares of common stock
held by stockholders.
No Cumulative Voting
Under Delaware law, cumulative
voting for the election of directors is not permitted unless a corporation’s certificate of incorporation authorizes cumulative
voting. Our Charter does not provide for cumulative voting in the election of directors. Cumulative voting allows a minority stockholder
to vote a portion or all of its shares for one or more candidates for seats on our board of directors. Without cumulative voting,
a minority stockholder will not be able to gain as many seats on our board of directors based on the number of shares of our stock
the stockholder holds as compared to the number of seats the stockholder would be able to gain if cumulative voting were permitted.
The absence of cumulative voting makes it more difficult for a minority stockholder to gain a seat on our board of directors to
influence our board’s decision regarding a takeover.
Stockholder Action by Written Consent
Delaware law generally provides
that the affirmative vote of a majority of the shares entitled to vote on such matter is required to amend a corporation’s
certificate of incorporation or bylaws, unless a corporation’s certificate of incorporation or bylaws requires a greater
percentage. Our Charter permits our board of directors to amend or repeal most provisions of our Bylaws by majority vote. Generally,
our Charter may be amended by holders of a majority of the voting power of the then outstanding shares of our capital stock entitled
to vote. The stockholder vote or consent with respect to an amendment of our Charter or Bylaws would be in addition to any separate
class vote that might in the future be required under the terms of any series of preferred stock that might be outstanding at the
time such a proposed amendment were submitted to stockholders. Delaware law and the provisions of our Bylaws generally permit stockholders
owning the requisite percentage of shares of common stock necessary to approve an amendment to our Charter and Bylaws to act by
written consent in lieu of a meeting of our stockholders.
Limitation of Liability and
Indemnification of Officers and Directors
Our Bylaws provide indemnification,
including advancement of expenses, to the fullest extent permitted under applicable law to any person made or threatened to be
made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or
investigative by reason of the fact that such person is or was a director or officer of the company, or is or was serving at our
request as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, including service
with respect to an employee benefit plan. In addition, our Charter provides that our directors will not be personally liable to
us or our stockholders for monetary damages for breaches of their fiduciary duty as directors, unless they violated their duty
of loyalty to us or our shareholders, acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends
or redemptions or derived an improper personal benefit from their action as directors. This provision does not limit or eliminate
our rights or the rights of any stockholder to seek nonmonetary relief such as an injunction or rescission in the event of a breach
of a director’s duty of care. In addition, this provision does not limit the directors’ responsibilities under Delaware
law or any other laws, such as the federal securities laws. We have obtained insurance that insures our directors and officers
against certain losses and which insures us against our obligations to indemnify the directors and officers. We also have entered
into indemnification agreements with our directors and executive officers.
DESCRIPTION OF PREFERRED STOCK
Our Charter provides that we may issue up to 25,000,000
shares of preferred stock, par value $0.001 per share. As of the date of this prospectus, no shares of preferred stock were outstanding.
Shares of preferred stock may be issued from time to time in one or more series, each of which will have such distinctive designation
or title as shall be determined by our Board prior to the issuance of any shares thereof. Preferred stock will have such voting
powers, full or limited, or no voting powers, and such preferences, privileges and relative, participating, optional or other
special rights and such qualifications, limitations or restrictions thereof, including dividend rights, conversion rights, voting
rights, redemption rights, liquidation preference, sinking fund terms and the number of shares constituting any series or the
designation of any series, as shall be stated in such resolution or resolutions providing for the issue of such class or series
of preferred stock as may be adopted from time to time by the Board prior to the issuance of any shares thereof.
While we do not currently have
any plans for the issuance of any shares of preferred stock, the issuance of such preferred stock could adversely affect the rights
of the holders of common stock and, therefore, reduce the market price of the common stock. It is not possible to state the actual
effect of the issuance of any shares of preferred stock on the rights of holders of the common stock until the Board determines
the specific rights of the holders of the preferred stock; however, these effects may include:
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Restricting dividends on the common stock;
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Diluting the voting power of the common stock;
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Impairing the liquidation rights of the common stock; or
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Delaying, deterring or preventing a change in control of the Company.
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DESCRIPTION OF WARRANTS
We may issue, either separately or together with other
securities, warrants for the purchase of any of the other types of securities that we may sell under this prospectus.
The warrants will be issued under warrant agreements to
be entered into between us and a bank or trust company, as warrant agent, all to be set forth in the applicable prospectus supplement
relating to any or all warrants in respect of which this prospectus is being delivered. Copies of the form of agreement for each
warrant, which we refer to collectively as “warrant agreements,” including the forms of certificates representing the
warrants, which we refer to collectively as “warrant certificates,” and reflecting the provisions to be included in
such agreements that will be entered into with respect to the particular offerings of each type of warrant, will be filed with
the SEC and incorporated by reference as exhibits to the registration statement of which this prospectus forms a part.
The following description sets forth certain
general terms and provisions of the warrants to which any prospectus supplement may relate. The particular terms of the warrants
to which any prospectus supplement may relate and the extent, if any, to which the general provisions may apply to the warrants
so offered will be described in the applicable prospectus supplement. To the extent that any particular terms of the warrants,
warrant agreements or warrant certificates described in a prospectus supplement differ from any of the terms described below, then
the terms described below will be deemed to have been superseded by that prospectus supplement. We encourage you to read the applicable
warrant agreement and certificate for additional information before you purchase any of our warrants.
General
The prospectus supplement will describe
the terms of the warrants in respect of which this prospectus is being delivered, as well as the related warrant agreement and
warrant certificates, including the following, where applicable:
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the principal amount of, or the number of, securities, as the case may be, purchasable upon exercise of each warrant and the
initial price at which the principal amount or number of securities, as the case may be, may be purchased upon such exercise;
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the designation and terms of the securities, if other than common stock, purchasable upon exercise of the warrants and of any
securities, if other than common stock, with which the warrants are issued;
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the procedures and conditions relating to the exercise of the warrants;
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the date, if any, on and after which the warrants, and any securities with which the warrants are issued, will be separately
transferable;
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the offering price, if any, of the warrants;
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the date on which the right to exercise the warrants will commence and the date on which that right will expire;
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if applicable, a discussion of the material United States federal income tax considerations applicable to the exercise of the
warrants;
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whether the warrants represented by the warrant certificates will be issued in registered or bearer form and, if registered,
where they may be transferred and registered;
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call provisions, if any, of the warrants;
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antidilution provisions, if any, of the warrants; and
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any other material terms of the warrants.
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The description in the prospectus supplement
will not necessarily be complete and will be qualified in its entirety by reference to the warrant agreement and warrant certificate
relating to the warrants being offered.
Exercise of Warrants
Each warrant will entitle the holder to
purchase for cash that principal amount of, or number of, securities, as the case may be, at the exercise price set forth in, or
to be determined as set forth in, the applicable prospectus supplement relating to the warrants. After the close of business on
the expiration date, unexercised warrants will become void. Upon receipt of payment and the warrant certificate properly completed
and duly executed, we will, as soon as practicable, issue the securities purchasable upon exercise of the warrant. If less than
all of the warrants represented by the warrant certificate are exercised, a new warrant certificate will be issued for the remaining
amount of warrants.
No Rights of Security Holder Prior to Exercise
Before the exercise of their warrants, holders
of warrants will not have any of the rights of holders of the securities purchasable upon the exercise of the warrants, and will
not be entitled to:
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in the case of warrants to purchase debt securities, payments of principal of, or any premium or interest on, the debt securities
purchasable upon exercise; or
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in the case of warrants to purchase equity securities, the right to vote or to receive dividend payments or similar distributions
on the securities purchasable upon exercise.
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DESCRIPTION OF RIGHTS
As specified in the applicable prospectus
supplement, we may issue rights to purchase the securities offered in this prospectus to our existing stockholders, and such rights
may or may not be issued for consideration. The applicable prospectus supplement will describe the terms of any such rights. The
description in the prospectus supplement will not purport to be complete and will be qualified in its entirety by reference to
the documents pursuant to which such rights will be issued.
DESCRIPTION OF UNITS
We may, from time to time, issue units composed
of one or more of the other securities that may be offered under this prospectus, in any combination. Each unit will be issued
so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the
rights and obligations of a holder of each included security. We may enter into one or more unit agreements with a unit agent.
Each unit agent will be a bank or trust company that we select. The unit agreement under which a unit is issued may provide that
the securities included in the unit may not be held or transferred separately at any time, or at any time before a specified date.
You
should read any prospectus supplement related to the units being offered, as well as the complete unit agreements that contain
the terms of the units. We will file as an exhibit to the registration statement of which this prospectus forms a part, or will
incorporate by reference from another report that we file with the SEC, the form of each unit agreement relating to units offered
under this prospectus.
Any applicable prospectus supplement may
describe, among other things:
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the material terms of the units and of the securities composing the units, including whether and under what circumstances those
securities may be held or transferred separately;
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any material provisions relating to the issuance, payment, settlement, transfer or exchange of the units or of the securities
comprising the units;
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the date, if any, on and after which the constituent securities composing the units will be separately transferable;
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any special United States federal income tax considerations applicable to the units; and
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any material provisions of the governing unit agreement that differ from those described above.
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FORMS OF SECURITIES
Each warrant, unit and right will be represented
either by a certificate issued in definitive form to a particular investor or by one or more global securities representing the
entire issuance of securities. Certificated securities will be issued in definitive form and global securities will be issued in
registered form. Definitive securities name you or your nominee as the owner of the security, and in order to transfer or exchange
these securities or to receive payments other than interest or other interim payments, you or your nominee must physically deliver
the securities to the trustee, registrar, paying agent or other agent, as applicable. Global securities name a depositary or its
nominee as the owner of the warrants, rights or units represented by these global securities. The depositary maintains a computerized
system that will reflect each investor’s beneficial ownership of the securities through an account maintained by the investor
with its broker/dealer, bank, trust company or other representative, as we explain more fully below.
Registered Global Securities
We may issue the registered warrants, rights
or units in the form of one or more fully registered global securities that will be deposited with a depositary or its nominee
identified in the applicable prospectus supplement and registered in the name of that depositary or nominee. In those cases, one
or more registered global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate
principal or face amount of the securities to be represented by registered global securities. Unless and until it is exchanged
in whole for securities in definitive registered form, a registered global security may not be transferred except as a whole by
and among the depositary for the registered global security, the nominees of the depositary or any successors of the depositary
or those nominees.
If not described below, any specific terms
of the depositary arrangement with respect to any securities to be represented by a registered global security will be described
in the prospectus supplement relating to those securities. We anticipate that the following provisions will apply to all depositary
arrangements.
Ownership of beneficial interests in a registered
global security will be limited to persons, called participants, that have accounts with the depositary or persons that may hold
interests through participants. Upon the issuance of a registered global security, the depositary will credit, on its book-entry
registration and transfer system, the participants’ accounts with the respective principal or face amounts of the securities
beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the securities
will designate the accounts to be credited. Ownership of beneficial interests in a registered global security will be shown on,
and the transfer of ownership interests will be effected only through, records maintained by the depositary, with respect to interests
of participants, and on the records of participants, with respect to interests of persons holding through participants. The laws
of some states may require that some purchasers of securities take physical delivery of these securities in definitive form. These
laws may impair your ability to own, transfer or pledge beneficial interests in registered global securities.
So long as the depositary, or its nominee,
is the registered owner of a registered global security, that depositary or its nominee, as the case may be, will be considered
the sole owner or holder of the securities represented by the registered global security for all purposes under the applicable
warrant agreement, rights agreement or unit agreement. Except as described below, owners of beneficial interests in a registered
global security will not be entitled to have the securities represented by the registered global security registered in their names,
will not receive or be entitled to receive physical delivery of the securities in definitive form and will not be considered the
owners or holders of the securities under the applicable indenture, warrant agreement, unit agreement or rights agreement. Accordingly,
each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for that
registered global security and, if that person is not a participant, on the procedures of the participant through which the person
owns its interest, to exercise any rights of a holder under the applicable warrant agreement, rights agreement or unit agreement.
We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest
in a registered global security desires to give or take any action that a holder is entitled to give or take under the applicable
warrant agreement, rights agreement or unit agreement, the depositary for the registered global security would authorize the participants
holding the relevant beneficial interests to give or take that action, and the participants would authorize beneficial owners owning
through them to give or take that action or would otherwise act upon the instructions of beneficial owners holding through them.
Any payments to holders with respect to
warrants, right or units represented by a registered global security registered in the name of a depositary or its nominee will
be made to the depositary or its nominee, as the case may be, as the registered owner of the registered global security. None of
us, the warrant agents, the rights agents, the unit agents or any other agent of ours, agent of the trustees or agent of the warrant
agents, rights agents or unit agents will have any responsibility or liability for any aspect of the records relating to payments
made on account of beneficial ownership interests in the registered global security or for maintaining, supervising or reviewing
any records relating to those beneficial ownership interests.
We expect that the depositary for any of
the securities represented by a registered global security, upon receipt of any payment of any distribution of underlying securities
or other property to holders on that registered global security, will immediately credit participants' accounts in amounts proportionate
to their respective beneficial interests in that registered global security as shown on the records of the depositary. We also
expect that payments by participants to owners of beneficial interests in a registered global security held through participants
will be governed by standing customer instructions and customary practices, as is now the case with the securities held for the
accounts of customers in bearer form or registered in "street name," and will be the responsibility of those participants.
If the depositary for any of these securities
represented by a registered global security is at any time unwilling or unable to continue as depositary or ceases to be a clearing
agency registered under the Exchange Act, and a successor depositary registered as a clearing agency under the Exchange Act is
not appointed by us within 90 days, we will issue securities in definitive form in exchange for the registered global security
that had been held by the depositary. Any securities issued in definitive form in exchange for a registered global security will
be registered in the name or names that the depositary gives to the relevant warrant agent, rights agent, unit agent or other relevant
agent of ours or theirs. It is expected that the depositary's instructions will be based upon directions received by the depositary
from participants with respect to ownership of beneficial interests in the registered global security that had been held by the
depositary.
PLAN
OF DISTRIBUTION
We may sell the
securities being offered hereby, from time to time, by one or more of the following methods:
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to or through underwriting syndicates represented by managing underwriters;
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through one or more underwriters without a syndicate for them to offer and sell to the public;
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through dealers or agents;
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in “at the market” offerings, within the meaning of Rule 415(a)(4) of the Securities Act, to or through a
market maker or into an existing trading market on an exchange or otherwise;
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to investors directly in negotiated sales or in competitively bid transactions.
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In addition, we
may issue the securities as a dividend or distribution or in a subscription rights offering to our existing shareholders or other
security holders. In some cases, we or dealers acting with us or on our behalf also may purchase securities and reoffer them to
the public by one or more of the methods described above. This prospectus may be used in connection with any offering of our securities
through any of these methods or other methods described in the applicable prospectus supplement.
Any underwriter,
agent or dealer involved in the offer and sale of any series of the securities will be named in the prospectus supplement.
We may distribute
the securities from time to time in one or more transactions:
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at fixed prices, which may be changed;
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at market prices prevailing at the time of sale;
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at varying prices determined at the time of sale; or
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Each prospectus
supplement will set forth the manner and terms of an offering of securities, including:
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whether that offering is being made to underwriters or through agents or directly;
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the rules and procedures for any auction or bidding process, if used;
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the securities’ purchase price or initial public offering price; and
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the proceeds we anticipate from the sale of the securities.
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In addition, we
may enter into derivative or hedging transactions with third parties, or sell securities not covered by this prospectus to third
parties in privately negotiated transactions. In connection with such a transaction, the third parties may sell securities covered
by and pursuant to this prospectus and an applicable prospectus supplement or pricing supplement, as the case may be. If so, the
third party may use securities borrowed from us or others to settle such sales and may use securities received from us to close
out any related short positions. We also may loan or pledge securities covered by this prospectus and an applicable prospectus
supplement to third parties, who may sell the loaned securities or, in an event of default in the case of a pledge, sell the pledged
securities pursuant to this prospectus and the applicable prospectus supplement or pricing supplement, as the case may be.
In compliance with
guidelines of the Financial Industry Regulatory Authority, or FINRA, the maximum consideration or discount to be received by any
FINRA member or independent broker or dealer may not exceed 8% of the aggregate amount of the securities offered pursuant to this
prospectus and any applicable prospectus supplement.
Sales through Underwriters
If we use underwriters
in the sale of some or all of the securities covered by this prospectus, the underwriters will acquire the securities for their
own account. The underwriters may resell the securities, either directly to the public or to securities dealers, at various times
in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The obligations of the underwriters to purchase the securities will be subject to conditions. Unless indicated
otherwise in a prospectus supplement, the underwriters will be obligated to purchase all the securities of the series offered if
any of the securities are purchased.
Any initial public
offering price and any concessions allowed or reallowed to dealers may be changed intermittently.
Sales through Agents
Unless otherwise
indicated in the applicable prospectus supplement, when securities are sold through an agent, the designated agent will agree,
for the period of its appointment as agent, to use its best efforts to sell the securities for our account and will receive commissions
from us as will be set forth in the applicable prospectus supplement.
Securities bought
in accordance with a redemption or repayment under their terms also may be offered and sold, if so indicated in the applicable
prospectus supplement, in connection with a remarketing by one or more firms acting as principals for their own accounts or as
agents for us. Any remarketing firm will be identified and the terms of its agreement, if any, with us and its compensation will
be described in the prospectus supplement. Remarketing firms may be deemed to be underwriters in connection with the securities
they remarket.
If so indicated
in the applicable prospectus supplement, we will authorize agents, underwriters or dealers to solicit offers by specified institutions
to purchase securities at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on a future date specified in the prospectus supplement. These contracts will be subject only
to those conditions set forth in the applicable prospectus supplement, and the prospectus supplement will set forth the commissions
payable for the solicitation of the contracts.
Direct Sales
We may sell offered
securities directly as principal for our own account, without involving any underwriters or agents.
Rights Offerings
If we offer securities
in a subscription rights offering to our existing shareholders or other security holders, we may enter into a standby underwriting
agreement with dealers, acting as standby underwriters. We may pay the standby underwriters a commitment fee for the securities
they commit to purchase on a standby basis. If we do not enter into a standby underwriting arrangement, we may retain a dealer-manager
to manage a subscription rights offering for us.
Sales through the Internet
From time to time,
we may offer securities directly to the public, with or without the involvement of agents, underwriters or dealers, and may use
the Internet or another electronic bidding or ordering system for the pricing and allocation of the securities. Such a system may
allow bidders to participate directly, through electronic access to an auction site, by submitting conditional offers to buy that
are subject to acceptance by us, and may directly affect the price or other terms at which such securities are sold.
Such a bidding
or ordering system may present to each bidder, on a real-time basis, relevant information to assist you in making a bid, such as
the clearing spread at which the offering would be sold, based on the bids submitted, and whether a bidder’s individual bids
would be accepted, pro-rated or rejected. Other pricing methods also may be used. Upon completion of such an auction process, securities
will be allocated based on prices bid, terms of bid or other factors.
The final offering
price at which securities would be sold and the allocation of securities among bidders would be based in whole or in part on the
results of the Internet bidding process or auction. Many variations of the Internet auction or pricing and allocation systems are
likely to be developed in the future, and we may use such systems in connection with the sale of securities. The specific rules
of such an auction would be distributed to potential bidders in an applicable prospectus supplement.
If an offering
is made using such a bidding or ordering system you should review the auction rules, as described in the prospectus supplement,
for a more detailed description of the offering procedures.
General Information
Broker-dealers,
agents or underwriters may receive compensation in the form of discounts, concessions or commissions from us or the purchasers
of securities for which such broker-dealers, agents or underwriters may act as agents or to which they may sell as principal, or
both. The compensation to a particular broker-dealer might be in excess of customary commissions.
Underwriters, dealers
and agents that participate in any distribution of the offered securities may be deemed “underwriters” within the meaning
of the Securities Act, so any discounts or commissions they receive in connection with the distribution might be deemed to be underwriting
compensation. Those underwriters and agents may be entitled, under their agreements with us, to indemnification by us against certain
civil liabilities, including liabilities under the Securities Act, or to contribution by us to payments that they may be required
to make in respect of those civil liabilities. Various of those underwriters or agents may be customers of, engage in transactions
with, or perform services for, us or our affiliates in the ordinary course of business. We will identify any underwriters or agents,
and describe their compensation, in a prospectus supplement.
We will file a
supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act, if we enter into any material
arrangement with a broker, dealer, agent or underwriter for the sale of securities through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer. The prospectus supplement will disclose:
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the name of any participating broker, dealer, agent or underwriter;
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the number and type of securities involved;
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the price at which such securities were sold;
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any securities exchanges on which such securities may be listed;
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the commissions paid or discounts or concessions allowed to any such broker, dealer, agent or underwriter where applicable; and
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other facts material to the transaction.
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To facilitate the
offering of securities under this prospectus or an applicable prospectus supplement, some persons participating in the offering
of the securities may engage in transactions that stabilize, maintain or otherwise affect the price of the securities during and
after the offering of the securities. Specifically, if the applicable prospectus supplement permits, the underwriters of the securities
may over-allot or otherwise create a short position in the securities for their own account by selling more of the securities than
we have sold to them and may elect to cover any such short position by purchasing the securities in the open market.
In addition, the
underwriters may stabilize or maintain the price of the securities by bidding for or purchasing the securities in the open market
and may impose penalty bids, under which selling concessions allowed to syndicate members or other broker-dealers participating
in the offering are reclaimed if securities previously distributed in the offering are repurchased in connection with stabilization
transactions or otherwise. The effect of these transactions may be to stabilize or maintain the market price of the securities
at a level above that which might otherwise prevail in the open market. The imposition of a penalty bid also may affect the price
of securities to the extent that it discourages resales of the securities. We make no representation as to the magnitude or effect
of any such stabilization or other transactions. Such transactions, if commenced, may be discontinued at any time.
To comply with
the securities laws of some states and other jurisdictions, if applicable, the securities must be sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in some states and other jurisdictions, the securities may not
be sold unless they have been registered or qualified for sale in the jurisdiction or an exemption from the registration or qualification
requirement is available and is complied with.
Rule 15c6-1
under the Exchange Act generally requires that trades in the secondary market settle in two business days, unless the parties to
any such trade expressly agree otherwise. Your prospectus supplement may provide that the original issue date for your securities
may be more than two scheduled business days after the trade date for your securities. Accordingly, in such a case, if you wish
to trade securities on any date before the second business day before the original issue date for your securities, you will be
required, by virtue of the fact that your securities initially are expected to settle in more than two scheduled business days
after the trade date for your securities, to make alternative settlement arrangements to prevent a failed settlement.
This prospectus,
the applicable prospectus supplement and any applicable pricing supplement in electronic format may be made available on the Internet
sites of, or through other online services maintained by, us or one or more of the agents or dealers participating in an offering
of securities, or by their affiliates. In those cases, prospective investors may be able to view offering terms online and, depending
upon the particular agent to dealer, prospective investors may be allowed to place orders online.
Other than this
prospectus, the applicable prospectus supplement and any applicable pricing supplement in electronic format, the information on
our web site or the web site of any agent or dealer and any information contained in any other web site maintained by any agent
or dealer:
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is not part of this prospectus, the applicable prospectus supplement and any applicable pricing supplement or the registration
statement of which they form a part;
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has not been approved or endorsed by us or by any agent or dealer in its capacity as an agent or dealer, except, in each case,
with respect to the web site maintained by such entity; and
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should not be relied upon by investors.
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There can be no
assurance that we will sell all or any of the securities offered by this prospectus.
This prospectus
also may be used in connection with any issuance of shares of common stock or preferred stock upon exercise of a warrant if such
an issuance is not exempt from the registration requirements of the Securities Act.
LEGAL MATTERS
The validity of the issuance of the securities
offered by this prospectus will be passed upon for us by Polsinelli PC, Washington, DC. Additional
legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable
prospectus supplement.
EXPERTS
The consolidated
financial statements of Humanigen, Inc. as of December 31, 2019 and 2018 and for each of the years in the two-year period ended
December 31, 2019 have been audited by HORNE LLP, an independent registered public accounting firm, as stated in their report thereon,
incorporated herein by reference in this Prospectus and Registration Statement in reliance upon such report and upon the authority
of such firm as experts in accounting and auditing.
5,000,000 Shares
Common Stock
Prospectus Supplement
Jefferies
Credit Suisse
Cantor
Bryan, Garnier &
Co.
Oppenheimer & Co.
H.C. Wainwright &
Co.
National Securities
Corporation
Roth Capital Partners
March 30, 2021
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