UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. _)
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Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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HUMANIGEN, INC.
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(Name of Registrant as Specified In Its Charter)
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Name of Person(s) Filing Proxy Statement, if other than the Registrant
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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HUMANIGEN, INC.
533 Airport Boulevard, Suite 400
Burlingame, California 94010
NOTICE OF ANNUAL
MEETING OF STOCKHOLDERS
To Be Held On June 17, 2021
To the Stockholders of Humanigen, Inc.:
On behalf of our board of
directors (the “Board”), you are cordially invited to attend the 2021 Annual Meeting of Stockholders (the “Annual Meeting”)
of Humanigen, Inc., a Delaware corporation (the “Company”), to be held on Thursday, June 17, 2021 at 12:00 p.m. Eastern Time.
To support the health and well-being of our stockholders, employees and directors, the Annual Meeting will be held in a virtual meeting
format only, via live webcast on the Internet, with no physical in-person meeting. We encourage you to attend online and participate in
the Annual Meeting, where you will be able to listen to the meeting live, submit questions and vote. We recommend that you log in a few
minutes before the Annual Meeting to ensure you are logged in when the Annual Meeting starts.
The Annual Meeting will be
held for the following purposes:
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To elect five directors named in the accompanying proxy statement (Proposal 1);
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To ratify the selection by the audit committee of our Board of HORNE LLP as our independent registered
public accounting firm for our fiscal year ending December 31, 2021 (Proposal 2);
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To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the
accompanying proxy statement (Proposal 3);
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To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation
of our named executive officers (Proposal 4); and
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To conduct any other business properly brought before the Annual Meeting.
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These items of business are more fully described
in the Proxy Statement accompanying this Notice. The record date for the Annual Meeting is April 21, 2021. Only stockholders of record
at the close of business on that date may vote at the Annual Meeting or any adjournment thereof.
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By Order of the Board of Directors
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/s/ Dr. Cameron Durrant
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Dr. Cameron Durrant
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Chairman of the Board and Chief Executive Officer
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Burlingame, California
April 23, 2021
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You are cordially invited to virtually attend
the Annual Meeting. Whether or not you expect to virtually attend the Annual Meeting, PLEASE VOTE YOUR SHARES IN ADVANCE. You may vote
your shares in advance of the Annual Meeting via the internet, by telephone or, if you receive a paper proxy card by mailing the completed
proxy card. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a paper proxy
card by mail, the instructions are printed on your proxy card.
If you were a stockholder of record as of April
21, 2021, you may vote online during the Annual Meeting. If, on April 21, 2021, your shares of our common stock were held, not in your
name, but rather in an account at a brokerage firm, bank or other similar organization, you are also invited to attend the Annual Meeting.
However, since you are not the stockholder of record, you may vote your shares online during the Annual Meeting only by following the
instructions from such organization and after obtaining a valid proxy from your broker, bank or other agent, and you may not ask questions
or make comments at the Annual Meeting.
IMPORTANT NOTICE REGARDING
THE AVAILABILITY OF PROXY MATERIALS FOR
THE STOCKHOLDER MEETING
TO BE HELD ON JUNE 17, 2021
Our proxy statement
and Annual Report on Form 10-K for the year ended December 31, 2020 are available free of charge at www.proxyvote.com. On or
about April 23, 2021, we expect to mail to certain stockholders a Notice of Internet Availability of Proxy Materials that contains notice
of the Annual Meeting and instructions on how to access our proxy materials on the internet and how to vote at the Annual Meeting.
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TABLE OF CONTENTS
HUMANIGEN, INC.
533 Airport Boulevard, Suite 400
Burlingame, California 94010
PROXY STATEMENT
FOR THE 2021 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 17, 2021 at 12:00 p.m.
Eastern Time
Our board of directors (the
“Board”) is soliciting your proxy to vote at the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of
Humanigen, Inc., a Delaware corporation, to be held virtually, via live webcast at www.virtualshareholdermeeting.com/HGEN2021,
on Thursday, June 17, 2021 at 12:00 p.m. Eastern Time, and any adjournment or postponement thereof. The Annual Meeting will be held in
a virtual meeting format only, via live webcast on the Internet, with no physical in-person meeting.
The Annual Meeting will be
held for the following purposes:
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To elect five directors named herein (Proposal 1);
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To ratify the selection by the audit committee of our Board of HORNE LLP as our independent registered
public accounting firm for our fiscal year ending December 31, 2021 (Proposal 2);
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3.
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To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the
accompanying proxy statement (Proposal 3);
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To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation
of our named executive officers (Proposal 4); and
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To conduct any other business properly brought before the Annual Meeting.
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For the Annual Meeting, we
have elected to furnish our proxy materials, including this proxy statement and our Annual Report on Form 10-K for the fiscal year ended
December 31, 2020 (the “Annual Report”), to our stockholders primarily via the internet. On or about April 23, 2021, we expect
to mail to our stockholders of record a Notice of Internet Availability of Proxy Materials (the “Notice”) that contains
notice of the Annual Meeting and instructions on how to access our proxy materials on the internet and how to vote at the Annual Meeting.
Only stockholders of record of our common stock at the close of business
on April 21, 2021 (the “Record Date”) will be entitled to vote at the Annual Meeting. On the Record Date, there were 58,656,689
shares of our common stock outstanding and entitled to vote. If you plan to attend the Annual Meeting online, please see the instructions
on page 6 of this proxy statement.
In this proxy statement, we
refer to Humanigen, Inc. as “Humanigen,” the “Company,” “we” or “us” and the board of
directors of Humanigen as “our Board.” Our Annual Report, which contains consolidated financial statements as of and for the
fiscal year ended December 31, 2020, accompanies this proxy statement. You also may obtain a copy of the Annual Report without charge
by writing to us at 533 Airport Boulevard, Suite 400, Burlingame, California 94010, Attention: Corporate Secretary.
QUESTIONS AND ANSWERS
ABOUT THESE PROXY MATERIALS AND VOTING
Why did I receive a notice regarding the
availability of proxy materials on the internet?
Pursuant to rules adopted
by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet.
Accordingly, we have sent you the Notice because our Board is soliciting your proxy to vote at the Annual Meeting, including at any adjournments
or postponements thereof. All stockholders holding our common stock will have the ability to access the proxy materials on the website
referred to in the Notice or to request a printed set of the proxy materials. Instructions on how to access the proxy materials over the
internet or to request a printed copy may be found in the Notice.
Stockholders may request to
receive all future materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice.
A stockholder’s election to receive proxy materials by mail or email will remain in effect until revoked. We encourage stockholders
to take advantage of the availability of the proxy materials on the internet to help reduce the environmental impact and cost of our Annual
Meeting.
How do I attend, participate in, and ask
questions during the virtual Annual Meeting?
We will be hosting the Annual
Meeting via live webcast only. Any holder of record of shares of our common stock can attend the virtual Annual Meeting live online at
www.virtualshareholdermeeting.com/HGEN2021. The meeting will start at 12:00 p.m. Eastern Time, on Thursday, June 17, 2021. Stockholders
attending the Annual Meeting virtually will be afforded the same rights and opportunities to participate as they would at an in-person
meeting.
In order to enter the Annual
Meeting, you will need the control number, which is included in the Notice or on your proxy card if you are a stockholder of record, or
included with your voting instruction card and voting instructions received from your broker, bank or other agent if you hold your shares
in a “street name.” Instructions on how to attend and participate online are available at www.virtualshareholdermeeting.com/HGEN2021.
We recommend that you log in a few minutes before the scheduled start time to ensure you are logged in when the Annual Meeting starts.
The webcast will open 15 minutes before the start of the Annual Meeting.
To help ensure that we have
a productive and efficient meeting, and in fairness to all stockholders in attendance, you will also find posted our rules of conduct
for the Annual Meeting when you log in prior to its start. These rules of conduct will include the following guidelines:
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You may submit questions and comments electronically through the meeting portal or by calling the toll-free
number listed there during the Annual Meeting.
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Only stockholders of record as of the Record Date for the Annual Meeting and their proxy holders may submit
questions or comments. Record holders or proxy holders may submit a question up to five days prior to the Annual Meeting, or do so during
the Annual Meeting. To submit your question, you may log in to www.proxyvote.com and enter your control number and meeting password as
shown on the Notice. Once past the login screen, click on the question icon at the top of the page. You may then type your question into
the question bar at the bottom of the screen, and click the icon to the right of the question bar to submit the question.
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Please direct all questions to our Corporate Secretary.
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Please include your name and affiliation, if any, when submitting a question or comment.
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Limit your remarks to one brief question or comment that is relevant to the Annual Meeting and/or our
business.
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Questions may be grouped by topic by our management.
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Questions may also be ruled as out of order if they are, among other things, irrelevant to our business,
related to pending or threatened litigation, disorderly, repetitious of statements already made, or in furtherance of the speaker’s
own personal, political or business interests.
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Be respectful of your fellow stockholders and Annual Meeting participants.
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No audio or video recordings of the Annual Meeting are permitted.
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Who can vote at the Annual Meeting?
Only stockholders of record of our common stock at the close of business
on the Record Date, April 21, 2021, will be entitled to vote at the Annual Meeting. On the Record Date, there were 58,656,689 shares of
common stock outstanding and entitled to vote. Each holder of common stock is entitled to one vote for each share of common stock held
on the Record Date.
Stockholder of Record: Shares Registered in Your Name
If, on the Record Date, your
shares of our common stock were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you
are a stockholder of record. As a stockholder of record, you may vote online during the Annual Meeting or vote by proxy in advance. Whether
or not you plan to attend the Annual Meeting, we urge you to vote your shares by proxy in advance of the Annual Meeting electronically
through the internet, by telephone or by completing and returning a printed proxy card (if you request a printed proxy card in accordance
with the instructions provided in the Notice).
Beneficial Owner: Shares Registered in the Name of a Broker
or Bank
If, on the Record Date, your
shares of our common stock were held, not in your name, but rather in an account at a brokerage firm, bank or other similar organization,
then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization.
The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a
beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You
are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may vote your shares online during
the Annual Meeting only by following the instructions from such organization and after obtaining a valid proxy from your broker, bank
or other agent, and you may not ask questions or make comments at the Annual Meeting.
What am I voting on?
There are four matters
scheduled for a vote:
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Proposal 1: Election of five directors, each to serve until our annual meeting of stockholders
in 2022 and until their successors are elected and qualified;
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Proposal 2: Ratification of the selection by the audit committee of our Board of HORNE
LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021;
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Proposal 3: Approval, on an advisory basis, of the compensation of our named executive officers,
as disclosed in the proxy statement; and
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Proposal 4: Advisory indication of the preferred frequency of future stockholder advisory
votes on the compensation of our named executive officers.
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What if another matter is properly brought
before the Annual Meeting?
Our Board knows of no other
matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting,
it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.
How do I vote?
The procedures for voting
are fairly simple:
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Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record
of our common stock, you may vote (1) in advance of the Annual Meeting by proxy through the internet, by telephone or by using a proxy
card that you may request or that we may elect to deliver at a later time or (2) online during the Annual Meeting. Whether or not you
plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting
and vote online even if you have already voted by proxy.
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To vote in advance of the Annual Meeting through the internet, go to www.proxyvote.com to complete an
electronic proxy card. You will be asked to provide the company number and control number from the Notice. Your internet vote must be
received by 11:59 p.m., Eastern Time on June 16, 2021 to be counted.
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To vote online during the Annual Meeting, follow the provided instructions to join the Annual Meeting
at www.virtualshareholdermeeting.com/HGEN2021, starting at 12:00 p.m. Eastern Time on June 17, 2021. The webcast will open 15 minutes
before the start of the Annual Meeting.
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To vote in advance of the Annual Meeting by telephone, dial 1-800-690-6903, which is the number found
on the Notice or the printed proxy card that may be delivered to you using a touch-tone phone and follow the recorded instructions. You
will be asked to provide the company number and control number from the Notice or the printed proxy card. Your telephone vote must be
received by 11:59 p.m., Eastern Time on June 16, 2021 to be counted.
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To vote in advance of the Annual Meeting using a printed proxy card that may be delivered to you, simply
complete, sign and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us by
11:59 p.m., Eastern Time on June 16, 2021, we will vote your shares as you direct at the Annual Meeting.
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Beneficial Owner: Shares Registered in the Name of Broker or Bank. If
you are a beneficial owner of shares of our common stock registered in the name of your broker, bank or other agent, you should have received
a Notice containing voting instructions from that organization rather than from us. Simply follow the voting instructions in the Notice
to ensure that your vote is counted. To vote online during the Annual Meeting, you must follow the instructions from your broker, bank
or other agent and will need to obtain a proxy issued in your name from that record holder.
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Internet proxy voting in advance of the Annual
Meeting and/or Internet voting during the Annual Meeting allows you to vote your shares online, with procedures designed to ensure the
authenticity and correctness of your proxy vote instructions. Please be aware that you must bear any costs associated with your internet
access.
Can I change my vote after submitting my
proxy?
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Stockholder of Record: Shares Registered in Your Name. If
you are a stockholder of record of our common stock, then yes, you can revoke your proxy at any time before the final vote at the Annual
Meeting. You may revoke your proxy in any one of the following ways:
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Submit another properly completed proxy card with a later date.
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Grant a subsequent proxy by telephone or through the internet.
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Send a timely written notice that you are revoking your proxy to the Company at 533 Airport Boulevard,
Suite 400, Burlingame, California 94010, Attention: Corporate Secretary.
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Attend the Annual Meeting and vote online during the meeting. Simply attending the Annual Meeting will
not, by itself, revoke your proxy. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting
instructions or vote by telephone or through the internet in advance of the Annual Meeting so that your vote will be counted if you later
decide not to attend the Annual Meeting.
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Your most current proxy card or telephone or internet proxy is the one that is counted.
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Beneficial Owner: Shares Registered in the Name of Broker or Bank. If
you are a beneficial owner of shares of our common stock and your shares are held in “street name” by your broker, bank or
other agent, you should follow the instructions provided by your broker, bank or other agent.
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If I am a stockholder of record and I do
not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?
If you are a stockholder of
record of our common stock and do not vote through the internet, by telephone, by completing the proxy card that may be delivered to you
or online during the Annual Meeting, your shares will not be voted.
If you return a signed and
dated proxy card or otherwise vote without marking voting selections, your shares will be voted in accordance with the recommendations
of our Board:
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“FOR” the election of each of the five nominees for director,
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“FOR” the ratification of the selection of HORNE LLP as our independent registered
public accounting firm for the fiscal year ending December 31, 2021,
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“FOR” the advisory approval of executive compensation; and for
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“1 YEAR” as the preferred frequency of advisory votes to approve executive compensation.
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If any other matter is properly
presented at the Annual Meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or
her best judgment.
If I am a beneficial owner of shares held
in “street name” and I do not provide my broker, bank or other agent with voting instructions, what happens?
If you are a beneficial owner
of shares of our common stock and do not instruct your broker, bank or other agent how to vote your shares, the question of whether your
broker or nominee will still be able to vote your shares depends on whether the particular proposal is deemed to be a “routine”
matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered
to be “routine,” but not with respect to “non-routine” matters. Accordingly, your broker or nominee may vote your
shares of common stock on Proposal 2. Your broker or nominee, however, may not vote your shares on Proposals 1, 3 or 4 without your instructions.
Such an event would result in a “broker non-vote” and these shares will not be counted as having been voted on Proposals 1,
3 or 4. Please instruct your bank, broker or other agent to ensure that your vote will be counted.
What are “broker non-votes”?
As discussed above, when a
beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as
to how to vote on matters deemed to be “non-routine,” the broker or nominee cannot vote the shares. These unvoted shares are
counted as “broker non-votes.”
As a reminder, if you
a beneficial owner of shares held in “street name,” in order to ensure your shares are voted in the way you would prefer,
you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive
from such organization.
How are votes counted?
Votes will be counted by the
inspector of election appointed for the Annual Meeting, who will separately count: (i) with respect to Proposal 1, votes “FOR,”
“WITHHOLD,” and broker non-votes; (ii) with respect to Proposal 2, votes “FOR,” “AGAINST”
and abstentions; (iii) with respect to Proposal 3, votes “FOR,” “AGAINST,” abstentions and broker
non-votes; and (iv) with respect to Proposal 4, votes for frequencies of “one year”, “two years,” “three
years”, abstentions and broker non-votes.
How many votes are needed to approve each
proposal?
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Proposal 1: For the election of directors, the five nominees receiving the most “FOR”
votes from the holders of shares present by virtual attendance or represented by proxy and entitled to vote on the election of directors
will be elected. Only votes “FOR” will affect the outcome.
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Proposal 2: To be approved, the ratification of the selection of HORNE LLP as our independent registered
public accounting firm for fiscal year ending December 31, 2021 must receive the affirmative vote of a majority of the votes cast by holders
of our common stock present by virtual attendance or represented by proxy and entitled to vote on the matter. Abstentions will have the
same effect as an “AGAINST” vote. We do not expect any broker non-votes for Proposal 2.
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Proposal 3: To be approved, on an advisory basis, the compensation of our named executive officers
must receive the affirmative vote of a majority of the votes cast by holders of our common stock present by virtual attendance or represented
by proxy and entitled to vote on the matter. Abstentions will have the same effect as an “AGAINST” vote and broker
non-votes will have no effect.
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Proposal 4: For the advisory vote on the frequency of stockholder advisory votes on executive compensation,
the frequency receiving the highest number of affirmative votes from the holders of shares present by virtual attendance or represented
by proxy and entitled to vote on the matter will be considered the frequency preferred by the stockholders. Abstentions and broker non-votes
will have no effect.
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What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum
will be present if stockholders holding at least a majority of the outstanding shares of common stock entitled to vote are present at
the Annual Meeting by virtual attendance or represented by proxy. On the Record Date, there were 58,656,689 shares of common stock outstanding
and entitled to vote.
Your shares of common stock
will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other
agent) or if you vote online during the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement.
If there is no quorum, the holders of a majority of shares of common stock present at the Annual Meeting by virtual attendance or represented
by proxy may adjourn the Annual Meeting to another date.
How can I examine a list of stockholders?
A list of stockholders entitled
to vote at the Annual Meeting will be available for examination during normal business hours for ten days before the Annual Meeting at
our address above. The stockholder list will also be available online during the Annual Meeting at the following URL: www.virtualshareholdermeeting.com/HGEN2021.
When are stockholder proposals and director
nominations due for next year’s annual meeting?
To be considered for inclusion
in next year’s proxy materials, your proposal must be submitted in writing by December 24, 2021, to us at 533 Airport Boulevard,
Suite 400, Burlingame, California 94010, Attention: Corporate Secretary.
Pursuant to our Second
Amended and Restated Bylaws (the “Bylaws”), if you wish to submit a proposal (including a director nomination) at the
2022 annual meeting otherwise than for inclusion in next year’s proxy materials, you must do so not later than March 19, 2022,
nor earlier than the close of business on February 17, 2022. However, if the date of our 2022 annual meeting is not held between May
18, 2022 and August 26, 2022, to be timely, notice by the stockholder must be received not earlier than the close of
business on the 120th day prior to such 2022 annual meeting and not later than the close of business on the later of the
90th day prior to such 2022 annual meeting or the 10th day following the day on which public announcement of the date of
the 2022 annual meeting is first made.
You are also advised to review
our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.
Who is paying for this proxy solicitation?
We will pay for the cost of
soliciting proxies. We may reimburse brokers, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
What is “householding”?
The SEC has adopted rules
that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices of Internet Availability of
Proxy Materials or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single
Notice of Internet Availability of Proxy Materials or other Annual Meeting materials addressed to those stockholders. This process, which
is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.
A number of brokers with account
holders who are our stockholders will be “householding” our proxy materials. A single Notice of Internet Availability of Proxy
Materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected
stockholders. Once you have received notice from your broker that they will be “householding” communications to your address,
“householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer
wish to participate in “householding” and would prefer to receive a separate Notice of Internet Availability of Proxy Materials,
please notify your broker or us. Direct your written request to Humanigen, Inc., 533 Airport Boulevard, Suite 400, Burlingame, CA 94010,
Attention: Corporate Secretary. Stockholders who currently receive multiple copies of the Notices of Internet Availability of Proxy Materials
at their addresses and would like to request “householding” of their communications should contact their brokers.
PROPOSAL 1
ELECTION OF DIRECTORS
General
Our Board currently consists
of five members. Our Board, upon the recommendation of its nominating and corporate governance committee, has nominated the following
individuals for reelection at the Annual Meeting: Dr. Cameron Durrant, Ronald Barliant, Dr. Rainer Boehm, Cheryl Buxton and Dr. Dale Chappell.
Each of these nominees has agreed to stand for reelection at the Annual Meeting. Our management has no reason to believe that any nominee
will be unable to serve. If elected at the Annual Meeting, each of these nominees would serve until the annual meeting of stockholders
to be held in 2022 and until his or her successor has been duly elected, or if sooner, until the director’s death, resignation or
removal.
Shares represented by executed
proxies will be voted, if authority to do so is not withheld, for the election of the five nominees described above. If any nominee becomes
unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted
for the election of a substitute nominee proposed by us.
Our nominating and corporate
governance committee seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge,
financial expertise, diversity and high-level management experience necessary to oversee and direct our business. To that end, the committee
has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members
who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other
qualities that the committee views as critical to effective functioning of the Board. To provide a mix of experience and perspective on
the Board, the committee also takes into account geographic, gender, age, and ethnic diversity.
Nominees for Reelection as Directors at the
Annual Meeting
The
following table sets forth the names, ages and current positions of our director nominees, as of April 16, 2021, each of whom is currently
serving as a member of our Board. Following the table is biographical information for each director nominee, including information
on specific experiences, qualifications, attributes and skills that support the conclusion that the director should continue to serve
on our Board.
|
Name
|
|
Age
|
|
Principal Occupation
|
|
Director
Since
|
|
Cameron Durrant, M.D., MBA
|
|
60
|
|
Chairman and Chief Executive Officer, Humanigen, Inc.
|
|
2016
|
|
Ronald Barliant, JD
|
|
75
|
|
Of Counsel, Goldberg Kohn, Ltd.
|
|
2016
|
|
Rainer Boehm, M.D., MBA
|
|
60
|
|
Former Chief Commercial and Medical Officer and interim Chief Executive Officer at Novartis Pharmaceuticals
|
|
2018
|
|
Cheryl Buxton, M.A.
|
|
61
|
|
Former Vice Chairman, Global Sector Leader, Pharmaceuticals, Korn Ferry International
|
|
2019
|
|
Dale Chappell, M.D., MBA
|
|
50
|
|
Chief Scientific Officer, Humanigen, Inc.
|
|
2021
|
Cameron
Durrant, M.D., MBA, has served as our Chairman of our Board since January 2016, and as our Chief Executive Officer since March
2016. In addition, Dr. Durrant served as our Interim Chief Financial Officer from July 1, 2019 to July 31, 2020. From May 2014 to January
2016, Dr. Durrant served as Founder and Director of Taran Pharma Limited, a private semi-virtual specialty pharma company developing and
registering treatments in Europe for orphan conditions. Dr. Durrant served as President and Chief Executive Officer of ECR Pharmaceuticals
Co., Inc., a subsidiary of Hi-Tech Pharmacal Co., Inc., from September 2012 to April 2014 until its acquisition by Akorn. He previously
has been a senior executive at Johnson and Johnson, Pharmacia Corporation, GSK and Merck. Dr. Durrant was a director of Immune Pharmaceuticals
Inc. from July 2014 to September 2018 and serves on the boards of directors of two privately held healthcare companies. Dr. Durrant earned
his medical degree from the Welsh National School of Medicine, Cardiff, UK, his DRCOG from the Royal College of Obstetricians and Gynecologists,
London, UK, his MRCGP from the Royal College of General Practitioners, London, UK, and his MBA from Henley Management College, Oxford,
UK. Dr. Durrant brings to the Board extensive experience as a pharma/biotech entrepreneur, operating executive and board member, as well
as his day-to-day operating experience as our Chief Executive Officer.
Ronald
Barliant, JD, has served as a member of our Board since January 2016. Mr. Barliant has been Of Counsel to Goldberg Kohn,
Ltd. since January 2016, and immediately prior to that had served as a principal in Goldberg Kohn’s Bankruptcy & Creditors’
Rights Group since September 2002. He previously served as U.S. bankruptcy judge for the Northern District of Illinois from 1988 to 2002.
Mr. Barliant has represented debtors and creditors in complex bankruptcy cases, and counseled major financial institutions, business firms
and boards of directors in connection with workouts. In February 2020, he was appointed the sole director of Suitable Technologies, Inc.
and is helping guide that company through a District of Delaware Chapter 11 case. Mr. Barliant brings to the Board valuable experience
gained from a distinguished legal career as a counselor to numerous boards, considered judgment and financial sophistication.
Rainer
Boehm, M.D., MBA, has served as a member of our Board since February 2018. Mr. Boehm has been a biopharmaceutical
industry leader for more than three decades. At Novartis for 29 years, he held roles of increasing responsibility culminating with his
position as Chief Commercial and Medical Affairs Officer and as ad interim CEO of Novartis’ pharmaceuticals division. His background
spans senior leadership, marketing, sales and medical affairs positions in both oncology and pharmaceuticals and he has led regions around
the world, including North America, Asia and all emerging markets. Mr. Boehm has overseen the launch and commercialization of many new
drugs in his career, including blockbuster breakthroughs Cosentyx and Entresto, and major oncology brands including Afinitor, Exjade,
Tasigna, Femara, Zometa and Glivec. Mr. Boehm also currently serves on the board of directors for the following companies: Cellectis,
a clinical-stage biopharmaceutical company focused on immunotherapies based on gene-edited CAR-T cells; Nordic Nanovector, a clinical-stage
biopharmaceutical company focused on targeted radiotherapies; BioCopy, a preclinical-stage company focused on copying of biomolecules;
and as an advisor in leadership development for senior executives at the GLG Institute in New York City. He graduated from the medical
school at the University of Ulm in Germany and received his MBA from Schiller University at the Strasbourg campus in France. Mr. Boehm
brings to the Board significant knowledge and experience within the biopharmaceutical industry, as well as financial acumen and operational
experience.
Cheryl Buxton, M.A.,
has served as a member of our Board since December 2019. Until her retirement in December 2020, Ms. Buxton worked for over 25 years
at Korn/Ferry International, the world’s largest executive search company. Most recently, she served as the Korn/Ferry Vice
Chairman, Global Sector Leader, Pharmaceuticals, based in the Princeton office. Ms. Buxton conducted senior level assignments, with a
special focus on research driven organizations. She also led the R&D sector for the Pharmaceutical and Consumer divisions within Korn/Ferry. Ms.
Buxton joined Korn/Ferry’s London office and European headquarters before spending time in Paris and then relocating to Princeton
in 1997. Prior to joining Korn/Ferry, Ms. Buxton was human resources director for Johnson & Johnson Pharmaceuticals (Cilag Ltd), based
in the U.K., where her focus was on organizational issues and strategic resourcing and guidance on European directives. She also provided
human resources support to three smaller companies in the group for Europe. Her human resources career started at Bristol Myers Ltd.,
where she was responsible for its consumer and pharmaceutical business. Ms. Buxton holds a master’s degree in employment law and
industrial relations from Leicester University, a degree in Nursing, a diploma in personnel management and is a member of the Institute
of Personnel and Development. Ms. Buxton is on the Executive Council for Springboard, a non-profit organization encouraging women
entrepreneurs in Life Sciences, and the Advisory Board for South Asia Pharmaceutical Council. She previously was on the board of
directors of SIFE. Ms. Buxton brings to the Board significant knowledge and experience within the
biopharmaceutical industry, as well as leadership experience and an extensive executive network.
Dale Chappell, M.D.,
MBA, has served as a member of our Board since February 2021. In addition, Dr. Chappell was appointed as our Chief Scientific
Officer on July 6, 2020. Dr. Chappell is the managing member of Black Horse Capital Management LLC (“BH Management”), a private
investment manager that specializes in biopharmaceuticals, a position he has held since 2002, and is the beneficial owner of a significant
number of shares of our common stock. Since April 2015, Dr. Chappell has served as CEO, President and CFO of Cheval US Holdings, Inc.,
a private investment company with holdings in the hospitality industry. Previously, Dr. Chappell was an associate with Chilton Investment
Company, covering healthcare, and an analyst at W.P. Carey & Company. Dr. Chappell, who received his MD from Dartmouth Medical School
and his MBA from Harvard Business School, began his career as a Howard Hughes Medical Institute fellow at the National Cancer Institute
where he studied tumor immunology, worked as a researcher in the labs of Dr. Steven A. Rosenberg and Dr. Nicholas P. Restifo and is published
in the field of GM-CSF. Dr. Chappell previously served as a member of the Board from June 2016 to November 2017. Prior to joining the
Company in a full-time role as our Chief Scientific Officer, Dr. Chappell advised and consulted with management as our ex-officio chief
scientific officer. Dr. Chappell brings to the Board his extensive experience in the biopharmaceuticals industry, provides our Board with
unparalleled insight into the Company’s development pipeline in his capacity as Chief Scientific Officer, as well as the perspective
of a significant stockholder in the Company.
OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU
VOTE "FOR" EACH OF OUR DIRECTOR NOMINEES.
INFORMATION REGARDING
THE BOARD AND CORPORATE GOVERNANCE
Director Independence
We use the definition of “independent”
set forth in Nasdaq listing rules in determining whether a director is independent in the capacity of director. Nasdaq’s independence
criteria include a series of objective tests, such as that the director is not an employee of the Company and has not engaged in various
types of business dealings with us. In addition, as further required by Nasdaq listing rules, our Board has subjectively determined as
to each director whether any relationship exists that, in the opinion of the Board, would interfere with each such person's exercising
independent judgment in carrying out his or her responsibilities as a director. In making these determinations on the independence of
our directors, our Board considered the relationships that each non-employee director has with us and all other facts and circumstances
the Board deemed relevant in determining independence, including the beneficial ownership of our capital stock by each such person.
Consistent with the foregoing
independence criteria, our Board affirmatively determined that all of our directors who served in 2020, other than Dr. Durrant, our Chief
Executive Officer, is independent. Mr. Morris was determined to be independent under the applicable Nasdaq criteria until he resigned
from his position on the Board to join the Company as Chief Operating and Financial Officer. Likewise, Robert G. Savage, a director from
2018 until resigning effective January 1, 2021, also was determined to be independent. Dr. Chappell, who serves as our Chief Scientific
Officer and joined the Board in 2021, is not independent.
Board Leadership Structure
Dr. Durrant, our Chief Executive
Officer, serves as Chairman of our Board. Our Board believes that it is advantageous to have a chairman with an extensive history with
and knowledge of the Company and our industry, as is the case with Dr. Durrant, who has been a director of the Company since 2016. In
addition, as both our Chairman and our Chief Executive Officer, Dr. Durrant is able to apprise our Board of the operational and financial
results as they occur and provide insight into the environment in which the Company operates.
Role of the Board of Directors in Risk Oversight
Our Board takes an active
role in overseeing management of the Company’s risks, both through its own consideration of risks associated with our business and
strategic initiatives and through its committees’ consideration of various risks applicable to that committee’s areas of focus.
In particular, our Board is responsible for monitoring and assessing strategic risk exposure and our audit committee has the responsibility
to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures,
including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee also
monitors compliance with legal and regulatory requirements.
Meetings of the Board of Directors and its
Committees
Our Board is responsible for
the oversight of management and the strategy of our company and for establishing corporate policies. Our Board meets periodically during
the year to review significant developments affecting us and to act on matters requiring the approval of our Board. Our Board met 16 times
during 2020. During 2020, each director attended 75% or more of the aggregate of the meetings of our Board and of the committees on which
he or she served. We encourage our directors and nominees for director to attend our annual meeting of stockholders.
Committees of the Board of Directors
Our Board has established
an audit committee, a compensation committee, and a nominating and corporate governance committee. Our Board may establish other committees
to facilitate the management of our business. Our Board has adopted written charters for each of our audit, compensation, and nominating
and corporate governance committees, which are available on our website at https://www.humanigen.com/governance.
The chart below shows the
current membership and chairperson of each of our three standing Board committees and the number of committee meetings held during our
last fiscal year. Each member of the audit, compensation, and nominating and corporate governance committee meets the applicable independence
requirements of the SEC and the Nasdaq listing rules for service on our Board and each committee on which she or he serves.
|
Name
|
|
Audit
|
|
Compensation
|
|
Nominating
and
Corporate
Governance
|
|
Dr. Cameron Durrant
|
|
—
|
|
—
|
|
—
|
|
Ronald Barliant
|
|
X
|
|
X
|
|
C
|
|
Dr. Rainer Boehm
|
|
C
|
|
X
|
|
X
|
|
Cheryl Buxton
|
|
X
|
|
C
|
|
X
|
|
Dr. Dale Chappell
|
|
—
|
|
—
|
|
—
|
|
Total Meetings in 2020
|
|
4
|
|
19
|
|
—(1)
|
__________
(1) During 2020, our
nominating and corporate governance committee did not hold any formal meetings. However, the committee was active within the broader involvement
of our entire Board in reviewing and refreshing our corporate governance documents in connection with our application for our successful
return to Nasdaq in September 2020. That involvement as part of the broader engagement of the Board continued in the first quarter of
2021, in the context of the appointment of Dr. Chappell to fill the vacancy on the Board created by the retirement of Bob Savage and,
in connection with the Annual Meeting our nominating and corporate governance committee acted to recommend to the Board the nominations
of our current directors for re-election to the Board.
Below is a description of
each standing committee of our Board.
Audit Committee
Pursuant to the audit committee
charter, the functions of the audit committee include, among other things:
|
|
·
|
appointing, approving the compensation of, and assessing the independence of our registered public accounting
firm;
|
|
|
·
|
overseeing the work of our registered public accounting firm, including through the receipt and consideration
of reports from such firm;
|
|
|
·
|
reviewing and discussing with management and the registered public accounting firm our annual and quarterly
financial statements and related disclosures;
|
|
|
·
|
monitoring our internal control over financial reporting and our disclosure controls and procedures;
|
|
|
·
|
meeting independently with our registered public accounting firm and management;
|
|
|
·
|
preparing the audit committee report required by SEC rules;
|
|
|
·
|
reviewing and approving or ratifying any related person transactions; and
|
|
|
·
|
overseeing our risk assessment and risk management policies.
|
Each member of our audit committee
can read and understand fundamental financial statements in accordance with Nasdaq audit committee requirements. In arriving at this determination,
our Board has examined each audit committee member’s scope of experience and the nature of their prior and/or current employment.
Additionally, our Board has determined that each of Mr. Morris (who served as chairman of this committee before resigning from our Board
to accept his executive role with the Company) and Mr. Boehm qualifies as an audit committee financial expert within the meaning of SEC
regulations and meets the financial sophistication requirements of the Nasdaq listing rules. Both our independent registered public accounting
firm and management periodically meet privately with our audit committee.
Our audit committee also has
the authority to retain special legal, accounting or other advisors or consultants as it deems necessary or appropriate to carry out its
duties. We believe that the composition and functioning of our audit committee complies with all applicable requirements of the Sarbanes-Oxley
Act, and all applicable SEC and Nasdaq listing rules and regulations. We intend to comply with future requirements to the extent they
become applicable to us.
Compensation Committee
Pursuant to the compensation
committee charter, the functions of this committee include, among other things:
|
|
·
|
evaluating the performance of our chief executive officer and reviewing and recommending to the Board
for its determination the chief executive officer's salary and contingent compensation based on his or her performance and other relevant
criteria as determined by the compensation committee;
|
|
|
·
|
identifying and recommending to our Board the corporate and individual objectives governing the chief
executive officer's compensation;
|
|
|
·
|
approving the compensation of our other executive officers;
|
|
|
·
|
reviewing annually and making recommendations to our Board with respect to director compensation;
|
|
|
·
|
reviewing and approving the terms of material compensatory agreements between us and our executive officers;
|
|
|
·
|
overseeing and administering our equity incentive plans;
|
|
|
·
|
reviewing and approving policies and procedures relating to the perquisites and expense accounts of our
executive officers; and
|
|
|
·
|
conducting a review of executive officer succession planning, as necessary, reporting its findings and
recommendations to our Board, and working with the Board in evaluating potential successors to executive officer positions.
|
Each of the members of the
compensation committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”).
The compensation committee
has the authority to retain special legal, accounting or other advisors or consultants as it deems necessary or appropriate to carry out
its duties. In selecting a consultant, outside counsel and other advisors, the compensation committee evaluates its independence by considering
applicable Nasdaq listing rules and any other factors that the compensation committee deems relevant to the consultant’s independence
from management. We believe that the composition and functioning of our compensation committee complies with all applicable requirements
of the Sarbanes-Oxley Act, and all applicable SEC and Nasdaq listing rules and regulations.
In 2020, the compensation committee retained Aon/Radford as an independent
consultant to advise it on executive and director compensation matters. Aon/Radford was engaged directly by and reported directly to our
compensation committee and did no other work for the Company. As requested, a representative of Aon/Radford attended certain meetings
of the compensation committee and communicated with compensation committee members outside of meetings. The compensation committee considered
the applicable Nasdaq listing rules and determined that Aon/Radford qualified as an independent compensation consultant in accordance
with applicable SEC and Nasdaq listing rules and regulations. For additional information regarding the role of Aon/Radford in determining
or recommending the amount or form of executive compensation in 2020, see “Executive Compensation — Narrative to Summary
Compensation Table.” In addition, our Chief Executive Officer may periodically discuss the design of, and make recommendations
with respect to, our compensation programs and the compensation levels of our other named executive officers and certain key personnel
with the compensation committee.
The compensation committee
charter provides that the compensation committee may delegate its authority or responsibilities to a subcommittee of the compensation
committee to the extent permitted under applicable law, Nasdaq listing rules and the Company’s charter and Bylaws.
Nominating and Corporate Governance Committee
Pursuant to the nominating
and corporate governance committee charter, the functions of this committee include, among other things:
|
|
·
|
identifying, evaluating, and making recommendations to our Board and our stockholders concerning nominees
for election to our Board, to each of the board's committees and as committee chairs;
|
|
|
·
|
annually evaluating adequacy of our corporate governance structure, policies, and procedures; and
|
|
|
·
|
providing reports to our Board regarding the committee's nominations for election to the Board and its
committees.
|
Process for Recommending and Nominating Candidates
for Election to the Board
The nominating and corporate
governance committee is responsible for making recommendations to our Board regarding candidates for directorships and the size and composition
of our Board. In addition, the nominating and corporate governance committee is responsible for overseeing our corporate governance guidelines
and reporting and making recommendations to our Board concerning corporate governance matters.
The nominating and corporate
governance committee is also responsible for reviewing with our Board from time to time the appropriate skills and guidelines required
of directors in the context of the current make-up of the Board. These guidelines and skills of the Board, as a whole, may include (i)
various and relevant career experience, (ii) relevant skills, such as an understanding of the Company's business, (iii) financial expertise,
(iv) diversity and (v) local and community ties. The minimum qualifications and skills that each director should possess include (i) the
highest professional and personal ethics and values, (ii) broad experience at the policy-making level in business, government, education,
or public interest, (iii) a commitment to enhancing stockholder value and (iv) sufficient time to carry out his or her duties and to provide
insight and practical wisdom based on experience. The nominating and corporate governance committee evaluates the foregoing factors, among
others, and does not assign any particular weighting or priority to any of these factors.
The nominating and corporate
governance committee also considers director candidates recommended by our stockholders. To recommend a candidate for election to our
Board, a stockholder must notify the nominating and corporate governance committee by writing to: Humanigen, Inc., 533 Airport Boulevard,
Suite 400, Burlingame, CA 94010, Attention: Corporate Secretary. Such stockholder's notice shall set forth the following information:
|
|
·
|
to the extent reasonably available, information relating to such director candidate that would be required
to be disclosed in a proxy statement pursuant to Regulation 14A under the Exchange Act in which such individual is a nominee for election
to our Board;
|
|
|
·
|
the director candidate's written consent to (A) if selected, be named in the Company's proxy statement
and proxy and (B) if elected, to serve on our Board;
|
|
|
·
|
as further described in the Bylaws, certain additional information about the stockholder giving the notice,
including, among other things, (A) such stockholder’s name, address and the number of shares of common stock owned, (B) a description
of any agreement, arrangement or understanding with respect to the nomination between or among such stockholder, any of its respective
affiliates or associates, and any others acting in concert with any of the foregoing, including the director nominee, (C) a representation
that such stockholder intends to appear in person or by proxy at the applicable meeting of stockholders to propose such nomination, and
(D) a representation as to whether the stockholder intends or is part of a group which intends (i) to deliver a proxy statement and/or
form of proxy to stockholders and/or (ii) otherwise to solicit proxies or votes from stockholders in support of the nomination of the
director nominee; and
|
|
|
·
|
any other information that such stockholder believes is relevant in considering the director candidate.
|
Please see the “Questions
and Answers” section of this proxy statement for deadlines to submit director nominations for consideration at the 2022 annual meeting.
The nominating and corporate
governance committee considers bona fide candidates from all relevant sources, including current Board members, professional search firms,
stockholders and other persons or sources. The committee evaluates director candidates in light of the Board membership criteria described
above, based on all relevant information and materials available to the committee. This includes information and materials provided by
stockholders recommending director candidates, professional search firms and other parties.
Stockholder Communications with our Board
Our Board has adopted a formal
process by which stockholders may communicate with our Board or any of its directors. Stockholders who wish to communicate with our Board
may do so by sending written communications addressed to our Corporate Secretary at 533 Airport Boulevard, Suite 400, Burlingame, California
94010. Our Corporate Secretary will review each communication and will forward such communication to the Board or any of its directors
to whom the communication is addressed, unless the communication contains advertisements or solicitations or is unduly hostile, threatening
or similarly inappropriate. Communications deemed by the Corporate Secretary to be inappropriate for presentation will still be made available
to any non-management director upon such director’s request.
Code of Ethics
We have adopted a Code of
Business Conduct that applies to all of our directors, officers and employees, including our principal executive officer and principal
financial officer. The Code of Business Conduct is posted on our website at www.humanigen.com/governance. If we make any substantive amendments
to, or grant any waivers from, the Code of Business Conduct for any officer or director, we will disclose the nature of such amendment
or waiver on our website or in a Current Report on Form 8-K.
Proposal 2
Ratification of HORNE LLP as our Independent Registered
Public Accounting Firm
The audit committee of our
Board has selected HORNE LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 and has
further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders
at the Annual Meeting. Representatives of HORNE LLP are expected to be present at the Annual Meeting. They will have an opportunity to
make a statement if they so desire and will be available to respond to appropriate questions.
Neither our Bylaws nor other
governing documents or law require stockholders’ ratification of the selection of HORNE LLP as our independent registered public
accounting firm. However, the audit committee is submitting the selection of HORNE LLP to the stockholders for ratification as a matter
of good corporate practice. If the stockholders fail to ratify the selection, the audit committee will reconsider whether or not to retain
that firm. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of different independent
auditors at any time during the year if they determine that such a change would be in the best interests of the Company and our stockholders.
The affirmative vote of the
holders of a majority of the shares present by virtual attendance or represented by proxy and entitled to vote on the matter at the Annual
Meeting will be required to ratify the selection of HORNE LLP.
Independent Registered Public Accounting
Firm’s Fees
The following table represents
aggregate fees billed to us for the years ended December 31, 2020 and 2019 by our independent registered accounting firm, HORNE LLP.
|
|
|
Fiscal Year Ended December 31,
|
|
|
|
|
2020
|
|
|
2019
|
|
|
Audit Fees (1)
|
|
$
|
334,000
|
|
|
$
|
180,000
|
|
|
Tax Fees (2)
|
|
|
17,700
|
|
|
|
12,000
|
|
|
Total Fees
|
|
$
|
351,700
|
|
|
$
|
192,000
|
|
(1) Audit
fees in 2020 and 2019 include fees billed or incurred by HORNE LLP for professional services rendered in connection with the annual audit
of our Consolidated Financial Statements for each year and the review of our quarterly reports on Form 10-Q and consents associated with
registration statements and comfort letters associated with public offerings.
(2) Fees
for services consist of tax compliance, including the preparation and review of federal and state tax returns.
All fees described above were
pre-approved by the audit committee in accordance with the requirements of Regulation S-X under the Exchange Act.
Pre-Approval Policies and Procedures
The audit committee’s
policy is to pre-approve all audit and permissible non-audit services rendered by our independent registered public accounting firm. The
audit committee can pre-approve specified services in defined categories of audit services, audit-related services and tax services up
to specified amounts, as part of the audit committee’s approval of the scope of the engagement of our independent registered public
accounting firm or on an individual case-by-case basis before our independent registered public accounting firm is engaged to provide
a service. The audit committee has determined that the rendering of tax-related services by our independent registered public accounting
firm is compatible with maintaining the principal accountant’s independence for audit purposes. Our independent registered public
accounting firm has not been engaged to perform any non-audit services other than tax-related services.
OUR BOARD RECOMMENDS A VOTE FOR PROPOSAL 2.
PROPOSAL 3
Advisory Vote on Executive Compensation
Under the Dodd-Frank Wall Street Reform
and Consumer Protection Act (“the Dodd-Frank Act”) and Section 14A of the Exchange Act, our stockholders are entitled to vote
to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance
with SEC rules.
This vote is not intended to address any
specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices
described in this proxy statement. The compensation of our named executive officers subject to the vote is disclosed in the compensation
tables and the related narrative disclosure contained in this proxy statement. As discussed in those disclosures, we believe that our
compensation policies and decisions are focused on pay-for-performance principles and strongly aligned with our stockholders’ interests.
Compensation of our named executive officers is designed to enable us to attract, retain and motivate talented and experienced executives
to lead us successfully in a competitive environment.
Accordingly, our Board is asking the stockholders
to indicate their support for the compensation of our named executive officers as described in this proxy statement by casting a non-binding
advisory vote “FOR” the following resolution:
“RESOLVED, that the stockholders of Humanigen, Inc.
(the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers disclosed
in the Summary Compensation Table and the related compensation tables and narrative disclosure in the Proxy Statement for the Company’s
2021 Annual Meeting of Stockholders.”
Because the vote is advisory, it is not
binding on our Board. Nevertheless, the views expressed by the stockholders, whether through this vote or otherwise, are important to
management and our Board and, accordingly, our Board and the compensation committee intend to consider the results of this vote in making
determinations in the future regarding executive compensation arrangements.
Advisory approval of this proposal requires
the vote of the holders of a majority of the shares present by virtual attendance or represented by proxy and entitled to vote on the
matter at the Annual Meeting.
Our Board Recommends
A Vote FOR the Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers.
Proposal 4
ADVISORY VOTE ON THE FREQUENCY OF SOLICITATION OF ADVISORY
STOCKHOLDER APPROVAL OF EXECUTIVE COMPENSATION
The Dodd-Frank Act and Section 14A of the
Exchange Act enable our stockholders, at least once every six years, to indicate their preference regarding how frequently we should solicit
a non-binding advisory vote on the compensation of our named executive officers as disclosed in our proxy statement. Accordingly, the
Company is asking stockholders to indicate whether they would prefer an advisory vote every year, every other year or every three years.
Alternatively, stockholders may abstain from casting a vote.
After considering the benefits and consequences
of each alternative, our Board recommends that the advisory vote on the compensation of the Company’s named executive officers be
submitted to the stockholders every year. Our Board believes that an annual advisory vote on the compensation of the Company’s named
executive officers will allow stockholders to provide our Board with their regular direct input on the Company’s compensation philosophy,
policies and practices as disclosed in the proxy statement.
While our Board believes that its recommendation
is appropriate at this time, the stockholders are not voting to approve or disapprove that recommendation, but are instead asked to indicate
their preferences, on an advisory basis, as to whether the non-binding advisory vote on the approval of the Company’s executive
officer compensation practices should be held every year, every other year or every three years. The option among those choices that receives
the highest number of votes from the holders of shares present by virtual attendance or represented by proxy and entitled to vote on the
matter at the Annual Meeting will be deemed to be the frequency preferred by the stockholders.
Our Board and our compensation committee
value the opinions of the stockholders in this matter and, to the extent there is any significant vote in favor of one frequency over
the other options, even if less than a majority, our Board will consider the stockholders’ concerns and evaluate any appropriate
next steps. However, because this vote is advisory and, therefore, not binding on our Board or the Company, our Board may decide that
it is in the best interests of the stockholders that the Company hold an advisory vote on executive compensation more or less frequently
than the option preferred by the stockholders. The vote will not be construed to create or imply any change or addition to the fiduciary
duties of the Company or our Board.
Our Board Recommends
a Vote For “1 Year” on the Frequency of Solicitation of Advisory Stockholder Approval of Executive Compensation.
AUDIT COMMITTEE REPORT
The audit committee has reviewed and discussed
the audited financial statements for the fiscal year ended December 31, 2020 with our management. The audit committee has also reviewed
and discussed with HORNE LLP, our independent registered public accounting firm for the fiscal year ended December 31, 2020, the matters
required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the
SEC. The audit committee has also received the written disclosures and the letter from HORNE LLP required by applicable requirements of
the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence, and has discussed
with HORNE LLP the accounting firm’s independence. Based on the foregoing, the audit committee has recommended to our Board that
the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and filed with
the SEC.
Rainer Boehm, Chair
Ronald Barliant
Cheryl Buxton
Executive Compensation
Summary Compensation Table
The following summary compensation table
shows, for the fiscal years ended December 31, 2020 and December 31, 2019, information regarding the compensation awarded to,
earned by or paid to our three most highly compensated executive officers for 2020: Dr. Cameron Durrant, our Chairman and Chief Executive
Officer; Timothy Morris, our Chief Operating and Financial Officer; and David Tousley, our former Chief Accounting and Administrative
Officer, who resigned from that role effective March 5, 2021. In addition, we have also elected to provide information regarding the compensation
awarded to, earned by or paid to Dr. Dale Chappell, our Chief Scientific Officer, who was our fourth most highly compensated executive
officer for 2020. We refer to these officers as our “named executive officers.”
|
Name and Principal
Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Option
Awards
($)(5)
|
|
Non-Equity
Incentive Plan
Compensation
($)(6)
|
|
All Other
Compensation
($)
|
|
Total
($)
|
|
Cameron Durrant(1)
|
|
2020
|
|
600,000
|
|
—
|
|
160,000
|
|
1,675,314(7)
|
|
—
|
|
2,435,314
|
Chairman & Chief
Executive Officer
|
|
2019
|
|
600,000
|
|
184,500(8)
|
|
—
|
|
—
|
|
—
|
|
784,500
|
|
Timothy Morris (2)
Chief Operating and
Financial Officer
|
|
2020
|
|
197,917
|
|
—
|
|
1,150,002
|
|
88,342
|
|
38,500(9)
|
|
1,474,761
|
|
Dale Chappell(3)
Chief Scientific Officer
|
|
2020
|
|
200,341
|
|
—
|
|
1,016,576
|
|
67,609
|
|
—
|
|
1,284,526
|
|
David Tousley (4)
Former Chief
Accounting and
Administrative Officer,
Corporate Secretary
and Treasurer
|
|
2020
|
|
183,239
|
|
—
|
|
476,520
|
|
69,098
|
|
572,026(10)
|
|
1,300,883
|
|
|
(1)
|
In addition, Dr. Durrant served as our Interim Chief Financial Officer from July 1, 2019 to August 1,
2020.
|
|
|
(2)
|
Mr. Morris was appointed to his executive officer role in August 2020. Mr. Morris served as a director
until resigning from the Board to accept his position as an executive officer. Compensation reported is for a partial year of employment
and Mr. Morris’ total includes compensation paid to him as a non-employee director prior to August 2020. See footnote (9) for more
information.
|
|
|
(3)
|
Dr. Chappell was appointed Chief Scientific Officer on July 6, 2020.
|
|
|
(4)
|
Mr. Tousley was appointed Chief Accounting and Administrative Officer, Corporate Secretary and Treasurer
on July 6, 2020 and served in that capacity until his resignation effective March 5, 2021.
|
|
|
(5)
|
The amounts in this column represent the aggregate grant date fair value of option awards granted to each
named executive officer, computed in accordance with FASB ASC Topic 718, as further described in Note 8 of the notes to our Consolidated
Financial Statements included our Annual Report, which contains a discussion of all assumptions made by us in determining the grant date
fair value of our equity awards.
|
|
|
(6)
|
The amounts in this column represent the payouts under our 2020
annual cash incentive plan, as further described below (see “—Narrative to Summary Compensation Table”).
|
|
|
(7)
|
The compensation committee determined Dr. Durrant’s annual cash
incentive plan payout for 2020 to be $1,675,314, $919,314 of which was paid in cash. As further described below, Dr. Durrant received
a portion of his 2020 payout in stock options (issued in November 2020). The number of options granted was based on the grant date fair
value of the award on the grant date, reflecting a 10-year term. For additional information regarding Dr. Durrant’s annual cash
incentive plan payout for 2020, see “—Narrative to Summary Compensation Table—Dr. Durrant.”
|
|
|
(8)
|
On January 28, 2020, Dr. Durrant was issued stock options to purchase 63,620 shares of common stock at
an exercise price of $2.00. These stock options were granted in lieu of a portion of the cash bonus payable to Dr. Durrant in respect
of his services as Chief Executive Officer in 2019. The number of options granted was based on the grant date fair value of the award
on the grant date, reflecting a 10-year term.
|
|
|
(9)
|
This amount represents the compensation paid to Mr. Morris for his
services as a non-employee director prior to becoming the Company’s Chief Operating and Financial Officer in August 2020. For additional
information, see Director Compensation on page 37.
|
|
|
(10)
|
Mr. Tousley provided various finance and accounting consulting
services to the Company from July 2019 until joining the Company in a full-time role. In connection with services rendered during 2020,
Mr. Tousley received $288,206 in cash compensation from the Company, a stock option award granted on January 28, 2020 having a grant
date fair value of $219,820, and a stock option award granted on May 20, 2020 having a grant date fair value of $64,000. For additional
information, see “—Narrative to Summary Compensation Table—Mr. Tousley.”
|
Narrative to Summary Compensation Table
As described in more detail in the Annual
Report, 2020 was a transformative year for our company. Following on the onset of the global coronavirus pandemic, we identified the possibility
that our leading product candidate, lenzilumabTM, might be used as a potential therapeutic for newly hospitalized and hypoxic
COVID-19 patients. In April 2020, lenzilumab was granted emergency single use IND authorization
from the FDA (often referred to as compassionate use) to treat patients with COVID-19. Based on published results of a case-cohort study,
we designed and commenced enrollment of patients in a Phase 3 multi-center, randomized, placebo-controlled, double-blinded, clinical trial
in the setting of COVID-19, intended to assess the safety and efficacy of lenzilumab in improving ventilator-free survival in hospitalized
hypoxic adult patients with confirmed COVID-19 pneumonia. There were 18 clinical sites across the US and 11 sites in Brazil involved in
the study.
In addition to our accomplishments on the
clinical side, we achieved a number of financial objectives. Chief among these were two significant financing transactions, a private
placement of our common stock completed in June 2020 (the “June 2020 Private Placement”), through which we generated approximately
$71.8 million of gross proceeds; and an underwritten public offering in September 2020, through which we raised $78.2 million of gross
proceeds and as a result of which our common stock attained a listing on Nasdaq. We used the proceeds from these financings to retire
our outstanding debt, fund our Phase 3 clinical trial of lenzilumab, and invest in the manufacturing processes needed to prepare for the
potential commercialization of lenzilumab in 2021.
The information presented in the Summary
Compensation Table above reflects our 2020 transformation in another way, depicting our success in recruiting talented members of an executive
management team to join Dr. Durrant in our efforts to bring lenzilumab to market. Information disclosed in the table for Dr. Durrant reflects
his role in steering the Company throughout the year; information disclosed for the other named executive officers primarily reflects
the inducement compensation arrangements negotiated in connection with their commencement of service in executive roles.
Our executive compensation and corporate
governance programs are designed to attract, motivate and retain the executive talent, aligning the interests of our executives with the
interests of our stockholders to ensure prudent actions that will drive long-term value. For 2020, working with its independent compensation
consultant, Aon/Radford, our Board and compensation committee strived to create a market-competitive pay program providing an appropriate
mix of fixed and variable, at risk compensation and fostering a shared, one-company mindset of performance and accountability. The 2020
executive compensation program included three primary components: 1) base salary, 2) annual cash incentive opportunities geared toward
achievement of goals set by the compensation committee, and 3) long-term incentives in the form of stock option grants. Given the dramatically
different operations of our Company following completion of the June 2020 Private Placement and the ensuing recruitment of three of our
four named executive officers in the second half of the year, the 2020 annual cash incentive plan included a full-year component, in which
only Dr. Durrant participated, and a component tied to strategic goals for the back half of the year, in which all our named executive
officers participated. As further described below, each of Messrs. Morris, Chappell and Tousley received an initial grant of stock options
in connection with their appointment and Dr. Durrant received additional grants of stock options based on his performance and continued
employment in 2020.
The following paragraphs provide further
detail regarding the compensation of our named executive officers for 2020.
Dr. Durrant
Under the terms of his employment agreement,
Dr. Durrant was entitled to a base salary of $600,000 for 2020 and was eligible to earn an annual cash incentive payout targeted at 60%
of his base salary. In addition, in recognition of Dr. Durrant deferring a portion of his salary through the course of the year and his
extraordinary efforts and dedication to the development of the Company’s clinical development program, including our Phase 3 trial
of lenzilumab, on May 20, 2020, Dr. Durrant was issued stock options to purchase 50,000 shares of common stock at an exercise price of
$4.30. These stock options vested immediately with regard to 25,000 shares with the remaining 25,000 shares vesting in four equal installments
on each three-month anniversary thereafter.
On October 5, 2020, the Board determined that we had achieved the fiscal
year 2020 performance criteria and objectives that were previously established by the compensation committee in connection with our 2020
annual cash incentive plan. As a result, upon the recommendation of the compensation committee and in recognition of his substantial contributions
to our success in outperforming the relevant full-year performance targets, the Board (with Dr. Durrant abstaining) approved the acceleration
of the payout of Dr. Durrant’s annual cash incentive for the full year. Based on our achievement of pre-established performance
criteria and objectives relating to fundraising and the clinical development program for lenzilumab, Dr. Durrant was awarded a payout
of $1,512,000, with 50% being paid in cash and 50% being awarded in immediately vested stock options, consistent with the terms of Dr.
Durrant’s employment agreement. In December 2020, the Compensation Committee evaluated the achievement of additional performance
criteria and milestone objectives set for the remainder of 2020 related to clinical development, manufacturing and production, and preparation
for the potential commercialization of lenzilumab, in addition to financial and corporate development goals. Based on such review, the
Compensation Committee determined that Dr. Durrant had earned an additional payout of $163,314, all of which was paid to Dr. Durrant in
cash. Dr. Durrant’s total annual incentive payout for 2020 was $1,675,314, $919,314 of which was paid in cash, with the balance
awarded in immediately vested stock options.
On October 29, 2020, the Company entered into an amended and restated
employment agreement (the “Durrant 2020 Agreement”) with Dr. Durrant, replacing Dr. Durrant’s previous employment agreement
with the Company (the “Durrant 2016 Agreement”).
Consistent with the terms of the Durrant 2016 Agreement, the Durrant
2020 Agreement provides that Dr. Durrant’s initial annual base salary will remain at $600,000 and he will remain eligible for an
annual bonus targeted at 60% of his base salary, with Dr. Durrant’s base salary and target bonus subject to review by the compensation
committee and the Board in connection with its regular review of the Company’s executive compensation program. Based on a review
of Dr. Durrant’s base salary for 2021 in accordance with the terms of the Durrant 2020 Agreement, the compensation committee recommended,
and the Board approved, an increase in Dr. Durrant’s annual base salary to $640,000, effective January 1, 2021. In addition, on
March 12, 2021, Dr. Durrant was issued stock options to purchase 652,640 shares of common stock at an exercise price of $16.07. These
stock options vest in 12 ratable quarterly installments commencing June 30, 2021.
The Durrant 2020 Agreement provides for a term ending December 31,
2021, with such term extending automatically for successive one-year terms thereafter unless either Dr. Durrant or the Company gives six
months prior notice of non-renewal.
Under the Durrant 2020 Agreement, Dr. Durrant is entitled to receive
certain benefits upon termination of employment under certain circumstances. If the Company terminates Dr. Durrant’s employment
for any reason other than “Cause”, or if Dr. Durrant resigns for “Good Reason” (each as such term is defined in
the Durrant 2020 Agreement), Dr. Durrant will receive a lump sum payment equal to the sum of (i) his then-current annual salary and (ii)
the amount of the annual bonus earned by Dr. Durrant for the year prior to the year of termination. In addition, upon such a resignation
or termination, Dr. Durrant will also be entitled to be reimbursed for certain monthly health plan continuation premiums for up to 12
months, and all outstanding stock options held by Dr. Durrant will immediately vest and become exercisable.
The Durrant 2020 Agreement additionally provides that if Dr. Durrant
resigns for Good Reason or the Company terminates his employment other than for Cause within the three-month period prior to or the two
year period following a change in control (as such term is defined in the Durrant 2020 Agreement), the Company must pay or cause its successor
to pay Dr. Durrant a lump sum cash payment equal to two times (a) his annual salary plus (b) the aggregate bonus received by Dr. Durrant
for the year immediately preceding the change in control. In addition, upon such a resignation or termination, Dr. Durrant will also be
entitled to be reimbursed for certain monthly health plan continuation premiums for up to 18 months, and all outstanding stock options
held by Dr. Durrant will immediately vest and become exercisable.
Mr. Morris
The Company entered into an employment agreement
with Mr. Morris in connection with his appointment as our Chief Operating and Financial Officer (the “Morris Agreement”).
The Morris Agreement provides for an initial annual base salary for Mr. Morris of $475,000 as well as eligibility for an annual bonus
targeted at 50% of his base salary. In addition, Mr. Morris is entitled to participate in certain of the Company’s benefit plans
available to other executives.
Under the Morris Agreement, Mr. Morris is
entitled to receive certain benefits upon termination of employment under certain circumstances. If the Company terminates Mr. Morris’s
employment for any reason other than “Cause”, or if Mr. Morris resigns for “Good Reason” (each as such term is
defined in the Morris Agreement), Mr. Morris will receive his annual salary and the amount of the actual bonus earned by Mr. Morris under
the Morris Agreement for the year prior to the year of termination, pro-rated based on the portion of the year Mr. Morris was employed
by the Company during the year of termination, or if no bonus had been received, 50% of his target bonus. In addition, upon such a resignation
or termination, Mr. Morris will also be entitled to be reimbursed for certain monthly health plan continuation premiums for up to 12 months,
and all outstanding stock options held by Mr. Morris will immediately vest and become exercisable.
The Morris Agreement additionally provides
that if Mr. Morris resigns for Good Reason or the Company terminates his employment other than for Cause within the three-month period
prior to or the two year period following a change in control (as such term is defined in the Morris Agreement), the Company must pay
or cause its successor to pay Mr. Morris a lump sum cash payment equal to one and one-half times (a) his annual salary plus (b) the aggregate
bonus received by Mr. Morris for the year immediately preceding the change in control or, if no bonus had been received, 50% of the target
bonus. In addition, upon such a resignation or termination, Mr. Morris will also be entitled to be reimbursed for certain monthly health
plan continuation premiums for up to 18 months, and all outstanding stock options held by Mr. Morris will immediately vest and become
exercisable.
As prescribed in the Morris Agreement, following
the effective time of the Humanigen, Inc. 2020 Omnibus Incentive Compensation Plan (the “2020 Equity Plan”), on September
18, 2020, Mr. Morris was issued stock options to purchase 151,316 shares of common stock at an exercise price of $9.65. These stock options
vest in 12 ratable quarterly installments commencing December 31, 2020.
Mr. Morris’s annual incentive payout
for 2020 was determined based on attainment of certain defined corporate and individual objectives. In December 2020, the compensation
committee evaluated the achievement of certain performance criteria and milestone objectives for Mr. Morris in 2020 related to manufacturing
and production, as well as financial and corporate development goals, pro-rated for his service since August 1, 2020. Based on such review,
the compensation committee determined that Mr. Morris had earned a pro-rated annual incentive payout for 2020 of $88,342.
Dr. Chappell
The Company entered into an employment agreement
with Dr. Chappell (such agreement, as subsequently amended and restated, the “Chappell Agreement”). The Chappell Agreement
provides for an initial annual base salary for Dr. Chappell of $410,000 as well as eligibility for an annual bonus targeted at 40% of
his base salary. Dr. Chappell is entitled to participate in certain of the Company’s benefit plans available to other executives.
Under the Chappell Agreement, Dr. Chappell
is entitled to receive certain benefits upon termination of employment under certain circumstances. If the Company terminates Dr. Chappell’s
employment for any reason other than “Cause”, or if Dr. Chappell resigns for “Good Reason” (each as such term
is defined in the Chappell Agreement), Dr. Chappell will receive his annual salary and the amount of the actual bonus earned by Dr. Chappell
under the Chappell Agreement for the year prior to the year of termination, pro-rated based on the portion of the year Dr. Chappell was
employed by the Company during the year of termination, or if no bonus had been received, 50% of his target bonus. In addition, upon such
a resignation or termination, Dr. Chappell will also be entitled to be reimbursed for certain monthly health plan continuation premiums
for up to 12 months, and all outstanding stock options held by Dr. Chappell will immediately vest and become exercisable.
The Chappell Agreement additionally provides
that if Dr. Chappell resigns for Good Reason or the Company terminates his employment other than for Cause within the three-month period
prior to or the two year period following a change in control (as such term is defined in the Chappell Agreement), the Company must pay
or cause its successor to pay Dr. Chappell a lump sum cash payment equal to one and one-half times (a) his annual salary plus (b) the
aggregate bonus received by Dr. Chappell for the year immediately preceding the change in control or, if no bonus had been received, 50%
of the target bonus. In addition, upon such a resignation or termination, Dr. Chappell will also be entitled to be reimbursed for certain
monthly health plan continuation premiums for up to 18 months, and all outstanding stock options held by Dr. Chappell will immediately
vest and become exercisable.
In connection with his appointment as Chief
Scientific Officer, in September 2020, following the effective date of the 2020 Equity Plan, Dr. Chappell was issued stock options to
purchase 133,760 shares of common stock at an exercise price of $9.65. These stock options vest in 12 ratable quarterly installments commencing
December 31, 2020.
Dr. Chappell’s annual incentive payout
for 2020 was determined based on attainment of certain defined corporate and individual objectives. In December 2020, the compensation
committee evaluated the achievement of certain performance criteria and milestone objectives for Dr. Chappell in 2020 related to clinical
development and regulatory requirements, pro-rated for his service since July 6, 2020. Based on such review, the Compensation Committee
determined that Dr. Chappell had earned a pro-rated annual incentive payout for 2020 of $67,609.
Mr. Tousley
Mr. Tousley served as the Company’s
Chief Accounting and Administrative Officer, Corporate Secretary and Treasurer from July 6, 2020 until his resignation effective March
5, 2021. The Company entered into an employment agreement with Mr. Tousley in connection with his appointment, which provided for an initial
annual base salary for Mr. Tousley of $375,000 as well as eligibility for an annual bonus targeted at 40% of his base salary. Pursuant
to his employment agreement, Mr. Tousley was granted stock options to purchase 62,700 shares of common stock in September 2020, following
the effective date of the 2020 Equity Plan, at an exercise price of $9.65. These stock options vest in 12 ratable quarterly installments
commencing December 31, 2020.
Mr. Tousley’s annual incentive payout
for 2020 was determined based on attainment of certain defined corporate and individual objectives. In December 2020, the Compensation
Committee evaluated the achievement of certain performance criteria and milestone objectives for Mr. Tousley in 2020 related to financial
and corporate goals, pro-rated for his service since July 6, 2020. Based on such review, the Compensation Committee determined that Mr.
Tousley had earned a pro-rated annual incentive payout for 2020 of $69,098.
Following the effective date of Mr. Tousley’s
resignation, on March 6, 2021, the Company and Mr. Tousley entered into a Master Consulting Agreement (the “Tousley Consulting Agreement”)
pursuant to which Mr. Tousley will perform certain consulting services on an as needed basis at the request of the Company. The Tousley
Consulting Agreement may be terminated at any time, by either party, with 10 days written notice. All of Mr. Tousley’s outstanding
stock options will continue to vest and become exercisable throughout the term of the Tousley Consulting Agreement. In addition, the expiration
date of certain of Mr. Tousley’s stock options, to the extent vested, will be extended for one year from the termination of the
Tousley Consulting Agreement, as further described below (see “Outstanding Equity Awards at 2020 Fiscal Year End”).
Amounts reported for Mr. Tousley as “all other compensation” in the Summary Compensation Table relate to consulting services
he provided to the Company prior to accepting his full-time role. See “Certain Relationships and Related Transactions”
for more information regarding the consulting services and payments received by Mr. Tousley in 2020.
Outstanding Equity Awards at 2020 Fiscal Year End
The following table shows certain information
regarding outstanding equity awards held by our named executive officers as of December 31, 2020.
|
|
|
|
|
Option Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
Option
|
|
|
Option
|
|
|
|
|
|
Options
|
|
|
Options
|
|
Exercise
|
|
|
Expiration
|
|
Name
|
|
|
|
(#) Exercisable
|
|
|
(#) Unexercisable
|
|
Price ($)
|
|
|
Date
|
|
Cameron Durrant
|
|
(1)
|
|
|
208,604
|
|
|
—
|
|
$
|
16.90
|
|
|
9/12/2026
|
|
|
|
(2)
|
|
|
1,463,349
|
|
|
—
|
|
$
|
3.33
|
|
|
3/8/2028
|
|
|
|
(3)
|
|
|
28,571
|
|
|
—
|
|
$
|
4.20
|
|
|
1/24/2029
|
|
|
|
(4)
|
|
|
63,620
|
|
|
—
|
|
$
|
2.00
|
|
|
1/27/2030
|
|
|
|
(5)
|
|
|
37,500
|
|
|
12,500
|
|
$
|
4.30
|
|
|
5/19/2030
|
|
|
|
(6)
|
|
|
82,622
|
|
|
—
|
|
$
|
12.14
|
|
|
10/4/2030
|
|
Timothy Morris
|
|
(7)
|
|
|
20,000
|
|
|
—
|
|
$
|
16.90
|
|
|
9/12/2026
|
|
|
|
(8)
|
|
|
17,647
|
|
|
—
|
|
$
|
3.33
|
|
|
3/8/2028
|
|
|
|
(9)
|
|
|
131,243
|
|
|
11,932
|
|
$
|
3.33
|
|
|
3/8/2028
|
|
|
|
(10)
|
|
|
12,610
|
|
|
138,706
|
|
$
|
9.65
|
|
|
9/17/2030
|
|
Dale Chappell
|
|
(11)
|
|
|
11,147
|
|
|
122,613
|
|
$
|
9.65
|
|
|
9/17/2030
|
|
David Tousley (15)
|
|
(12)
|
|
|
132,650
|
|
|
18,950
|
|
$
|
2.00
|
|
|
1/27/2030
|
|
|
|
(13)
|
|
|
15,000
|
|
|
5,000
|
|
$
|
4.30
|
|
|
5/19/2030
|
|
|
|
(14)
|
|
|
5,225
|
|
|
57,475
|
|
$
|
9.65
|
|
|
9/17/2030
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(1)
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On September 13, 2016, Dr. Durrant was issued stock options to purchase 208,604 shares of common stock
at an exercise price of $16.90. As of December 31, 2020, the options were fully vested.
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(2)
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On March 9, 2018, Dr. Durrant was issued stock options to purchase 1,493,349 shares of common stock at
an exercise price of $3.33. As of December 31, 2020, these options were fully vested.
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(3)
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On January 25, 2019, Dr. Durrant was issued stock options to purchase 28,571 shares of common stock at
an exercise price of $4.20 in lieu of cash in respect of 50% of Dr. Durrant’s 2018 bonus. These options were fully vested on the
grant date.
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(4)
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On January 28, 2020, Dr. Durrant was issued stock options to purchase 63,620 shares of common stock at
an exercise price of $2.00. These stock options were granted in lieu of a portion of the cash bonus payable to Dr. Durrant in respect
of his services as Chief Executive Officer in 2019. These options were fully vested on the grant date.
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(5)
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On May 20, 2020, Dr. Durrant was issued stock options to purchase 50,000 shares of common stock at an
exercise price of $4.30. These stock options vested immediately with regard to 25,000 shares with the remaining 25,000 shares vesting
in four equal installments on each three-month anniversary thereafter.
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(6)
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On October 5, 2020, Dr. Durrant was issued stock options to purchase 82,622 shares of common stock at
an exercise price of $12.14. These stock options were granted to Dr. Durrant as part of his fiscal year 2020 bonus pursuant to our 2020
annual incentive plan. These options were fully vested on the grant date.
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(7)
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On September 13, 2016, Mr. Morris was issued stock options to purchase 20,000 shares of common stock at
an exercise price of $16.90. As of December 31, 2020, the options were fully vested.
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(8)
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On March 9, 2018, Mr. Morris was issued stock options to purchase 17,647 shares of common stock at an
exercise price of $3.33. These stock options were granted in lieu of 50% of the cash compensation payable to Mr. Morris in respect of
his services as a director during 2017. These options were fully vested on the grant date.
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(9)
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On March 9, 2018, Mr. Morris was issued stock options to purchase 143,175 shares of common stock at an
exercise price of $3.33. These stock options vest in 12 ratable quarterly installments commencing June 30, 2018.
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(10)
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On September 18, 2020, Mr. Morris was issued stock options to purchase 151,316 shares of common stock
at an exercise price of $9.65. These stock options vest in 12 ratable quarterly installments commencing December 31, 2020.
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(11)
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On September 18, 2020, Dr. Chappell was issued stock options
to purchase 133,760 shares of common stock at an exercise price of $9.65. These stock options vest in 12 ratable quarterly installments
commencing December 31, 2020.
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(12)
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In connection with various finance and accounting consulting
services rendered to the Company, Mr. Tousley received a stock option award granted on January 28, 2020 to purchase 151,600 shares of
common stock at an exercise price of $2.00 per share. These stock options vested immediately with regard to 75,800 shares with the remaining
75,800 shares vesting in four equal installments on each three-month anniversary thereafter. For additional information, see “—Narrative
to Summary Compensation Table—Mr. Tousley.”
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(13)
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In connection with various finance and accounting consulting
services rendered to the Company, Mr. Tousley received a stock option award granted on May 20, 2020 to purchase 20,000 shares of common
stock at an exercise price of $4.30 per share. These stock options vested immediately with regard to 10,000 shares with the remaining
10,000 shares vesting in four equal installments on each three-month anniversary thereafter. For additional information, see “—Narrative
to Summary Compensation Table—Mr. Tousley.”
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(14)
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On September 18, 2020, Mr. Tousley was issued stock options to purchase 62,700 shares of common stock
at an exercise price of $9.65. These stock options vest in 12 ratable quarterly installments commencing December 31, 2020. In addition,
the expiration date of these stock options, to the extent vested, will be extended for one year from the termination of the Tousley Consulting
Agreement.
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(15)
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All of Mr. Tousley’s outstanding stock options will continue
to vest and become exercisable throughout the term of the Tousley Consulting Agreement. For additional information, see “—Narrative
to Summary Compensation Table—Mr. Tousley.”
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Retirement Benefits
We have established a 401(k) tax-deferred
savings plan, which permits participants, including our named executive officers, to make contributions by salary deduction pursuant to
Section 401(k) of the Internal Revenue Code. We are responsible for administrative costs of the 401(k) plan. We may, in our discretion,
make matching contributions to the 401(k) plan. No employer contributions were made during the years ended December 31, 2019 and 2020.
Employee, Officer and Director Hedging
Our insider trading policy prohibits our
directors, officers and employees from:
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·
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engaging in short sales of our securities;
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·
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engaging in hedging transactions, including, but not limited to, zero-cost collars, forward sale contracts
and many others, which involve the establishment of a short position in our securities and limit or eliminate a director, officer or employee’s
ability to profit from an increase in the value of our securities;
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·
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engaging in transactions in publicly traded options on our securities, such as puts, calls and other derivative
securities, on an exchange or in any other organized market; and
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·
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holding securities in a margin account or pledging our securities as collateral for a loan.
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2012 Equity Incentive Plan
On June 1, 2020, the Board determined not
to grant further awards under the Company’s 2012 Equity Incentive Plan (the “2012 Equity Plan”), pending effectiveness
of the 2020 Equity Plan described below.
2020 Omnibus Incentive Compensation Plan
On June 1, 2020, with a limited number of
shares remaining available for grant, and with the 2012 Equity Plan set to expire in 2022, the Board determined that it was appropriate
to replace the 2012 Equity Plan rather than merely request an additional share reserve be approved by our stockholders. Accordingly, on
July 27, 2020, the Board unanimously approved, and recommended that our stockholders approve, the 2020 Equity Plan to ensure that the
Board and the compensation committee will be able to make the types of awards, and covering the number of shares, as necessary to meet
the Company’s compensatory needs. On July 29, 2020, the 2020 Equity Plan was approved by the holders of approximately 63% of our
outstanding shares of common stock on that date.
The 2020 Equity Plan has replaced the 2012
Equity Plan and, as noted above, no further grants will be made under the 2012 Equity Plan. However, outstanding awards under the 2012
Equity Plan will continue in accordance with the terms of the 2012 Equity Plan and any award agreement executed in connection with such
outstanding awards.
After giving effect to our reverse stock
split required in connection with our attainment of a Nasdaq listing, which became effective in September 2020, 7,000,000 shares of common
stock were reserved for issuance under the 2020 Equity Plan.
The 2020 Equity Plan contains several provisions
intended to make sure that awards under the 2020 Equity Plan comply with established principles of good corporate governance. These provisions
include:
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No Discounted Stock Options or Stock Appreciation Rights. Except for certain substitute
awards, stock options and stock appreciation rights may not be granted with an exercise price of less than the fair market value of the
common stock on the date the stock option or stock appreciation right is granted. This restriction may not be changed without stockholder
approval.
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·
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No Stock Option or Stock Appreciation Rights Repricings. Stock options and stock appreciation
rights may not be repriced absent stockholder approval. This provision applies to both direct repricings—lowering the exercise price
of an outstanding stock option or stock appreciation right—and indirect repricings—canceling an outstanding stock option or
stock appreciation right and granting a replacement stock option or stock appreciation right with a lower exercise price.
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·
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No Cash Buyouts of Underwater Stock Options or Stock Appreciation Rights. The 2020 Equity
Plan does not permit cash buyouts of underwater stock options or stock appreciation rights without stockholder approval.
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No Liberal Share Recycling. The 2020 Equity Plan permits share recycling only if an award
expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part, or results
in shares not being issued. The 2020 Equity Plan expressly prohibits recycling shares in specified circumstances, including: shares tendered
to the Company by a participant to pay the exercise price of stock options; shares forfeited to satisfy tax withholding obligations; shares
that were subject to a stock-settled stock appreciation right granted under the 2020 Equity Plan that were not issued upon the exercise
of such stock appreciation right; and shares repurchased by the Company on the open market using the proceeds from the exercise of an
award.
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·
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No Unvested Dividends or Dividend Units. The 2020 Equity Plan prohibits the Company from paying
dividends or dividend units on unvested awards.
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·
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Cap on Director Compensation: The total compensation paid to a single non-employee director in
any calendar year, including the cash compensation and cash value of all equity awards granted to such director in such year, cannot exceed
$750,000.
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No Evergreen Provision. The 2020 Equity Plan does not contain an “evergreen provision”—there
is no automatic provision to replenish the shares of common stock authorized for issuance under the 2020 Equity Plan.
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No reload options. The 2020 Equity Plan does not provide for the issuance of stock options
or stock appreciation rights which, upon exercise, automatically entitle a participant to a new stock option or stock appreciation right.
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Duration of the 2020 Equity Plan.
The 2020 Equity Plan will remain in effect until September 11, 2030, unless terminated earlier by the Board.
Administration. The
2020 Equity Plan will be administered by the Board or a committee appointed by the Board. Generally, it is expected that the compensation
committee will administer the 2020 Equity Plan. The compensation committee is comprised entirely of independent directors. The compensation
committee may delegate its authority under the 2020 Equity Plan, subject to certain limitations.
Eligibility. Awards
may be granted to employees of the Company, its subsidiaries and affiliates, directors of the Company, and consultants or advisers who
provide bona fide services to the Company, its subsidiaries and affiliates, as an independent contractor and who qualifies as a consultant
or advisor under Instruction A.1.(a)(1) of Form S-8 under the Securities Act. The compensation committee decides who should receive awards
and what kind of awards they should receive. The 2020 Equity Plan does not limit the number of employees and affiliates who may receive
awards.
Recoupment. The Company
may require employees to reimburse any previously paid compensation provided under the 2020 Equity Plan or an award agreement in accordance
with any recoupment policy that may be adopted in the future.
Types of Awards. The
compensation committee may grant the following types of awards under the 2020 Equity Plan: stock options (including non-qualified stock
options and incentive stock options), stock appreciation rights, restricted stock, stock awards, restricted stock units, performance shares,
performance units, cash-based awards and substitute awards.
Adjustments. In
the event of material changes in the outstanding number of shares of common stock or in the capital structure of the Company by reason
of a stock split, stock or extraordinary dividend, a reverse stock split, or an extraordinary corporate transaction, such as any recapitalization,
merger, consolidation, combination, exchange of shares or the like, separation, including a spin-off, or other distribution of stock or
property of the Company, any reorganization or any partial or complete liquidation of the Company, the compensation committee shall make
an appropriate adjustment in the number and class of shares that are authorized under the 2020 Equity Plan, and in the number, class of
and/or price of shares subject to outstanding awards granted under the 2020 Equity Plan, as may be determined to be equitable by the compensation
committee, in its sole discretion, to prevent dilution or enlargement of rights.
Change in Control. Generally,
in the event of a change in control of the Company, as defined in the 2020 Equity Plan, unless otherwise specified in the award agreement,
accelerated vesting for awards will only occur if: (i) the awards are not continued or assumed (e.g., the awards are not equitably converted
or substituted for awards of a successor entity) in connection with the change in control; or (ii) the participant has a qualifying termination
of his or her service relationship (as defined in the award agreement) within two years following the date of the change in control. Unless
otherwise specified in the award agreement, in the event that the awards are not so continued or assumed in connection with the change
in control or in the event of a qualifying termination of his or her service relationship within two years following the date of the change
in control, then upon such change in control or such qualifying termination (as the case may be): (1) all outstanding options and
SARs will become immediately exercisable in full during their remaining term; (2) any restriction periods and restrictions imposed
on non-performance based restricted stock awards will lapse; (3) all outstanding awards of performance-based restricted stock, performance
units and performance shares will be paid out assuming achievement of all relevant target performance goals; (4) all restricted stock
units will vest and be paid; and (5) all outstanding cash-based awards shall be accelerated as of the effective date of the change
in control (and, in the case of performance-based cash-based awards, based on an assumed achievement of all relevant target performance
goals), and be paid.
The compensation committee’s policies
relating to vesting of awards in the event of a change in control are implemented in the award agreements approved by it from time to
time.
Equity Compensation Plan Information
The following table sets forth information
as of December 31, 2020 with respect to shares of common stock that may be issued under our existing equity compensation plans.
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Number of
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Securities
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Remaining
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Available for
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Issuance Under
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Number of
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Weighted-
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Equity
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Securities to be
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Average
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Compensation
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Issued Upon
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Exercise
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Plans (Excluding
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Exercise of
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Price of
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Securities
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Outstanding
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Outstanding
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Reflected in
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Options
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Options
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Column (a))
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Plan Category
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(a)
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(b)
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(c)
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Equity compensation plans approved by security holders(1)
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637,328
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$
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9.87
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6,349,911
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Equity compensation plans not approved by security holders(2)
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3,090,821
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4.69
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—
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Total
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3,728,149
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$
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5.57
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6,349,911
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(1)
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Represents shares reserved for issuance under the 2001 Stock Plan, the 2012 Equity Plan, as amended and
restated, and the 2020 Equity Plan.
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(2)
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As of December 31, 2020, there were no shares available for grant under the 2012 Equity Plan. As noted
above, the 2020 Equity Plan has replaced the 2012 Equity Plan and no further grants will be made under the 2012 Equity Plan. However,
outstanding awards under the 2012 Equity Plan will continue in accordance with the terms of the 2012 Equity Plan and any award agreement
executed in connection with such outstanding awards. On September 13, 2016 and March 9, 2018, the Board approved an amendment to the 2012
Equity Plan (the “2012 Equity Plan Amendments”) to increase the number of shares of our common stock available for issuance
under the 2012 Equity Plan by 120,000 and 642,000 shares, respectively. The 2012 Equity Plan Amendments were not approved by our stockholders.
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Director Compensation
Pursuant to our Director Compensation
Program, each member serving on our Board during 2020 who was not our employee was eligible to compensation for his or her service,
as follows. At the option of the director, until the fourth quarter of 2020, such fees were payable in cash, common stock or
immediately exercisable stock options having a grant date fair value equal to the equivalent cash compensation owed. Commencing in
the fourth quarter of 2020, the Board determined that all director retainer fees would be paid in cash.
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Board of Directors member: $40,000;
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Audit committee member: $10,000;
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Audit committee chair: $20,000;
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Compensation committee member: $6,000;
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Compensation committee chair: $12,000;
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Nominating and corporate governance committee member: $4,000;
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Nominating and corporate governance committee chair: $8,000; and
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Transaction committee (disbanded in July 2020) member: $12,000.
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The following table shows for the fiscal
year ended December 31, 2020 certain information with respect to the compensation of our non-employee directors.
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Option
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Fees Earned or Paid in Cash
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Awards
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Total
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Name
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($)(1)
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($)
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($)
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Ronald Barliant, JD(2)
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56,500
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—
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56,500
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Rainer Boehm, M.D., MBA (3)
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65,167
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—
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65,167
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Bob Savage, MBA (4)
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69,000
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—
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69,000
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Cheryl Buxton (5)
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54,156
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—
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54,156
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Timothy Morris (6)
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38,500
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—
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38,500
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(1)
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The amounts in this column reflect retainers earned under the Board of Directors Compensation Program
for fiscal year 2020.
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(2)
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Mr. Barliant elected to receive $28,500 of his fee in cash and $28,000 in stock options to purchase shares
of common stock. As a result, Mr. Barliant received stock options to purchase 4,871 shares of common stock. As of December 31, 2020, Mr.
Barliant held options to purchase an aggregate of 214,712 shares of common stock, of which options to purchase 202,780 shares were vested.
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(3)
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Mr. Boehm elected to receive $32,500 of his fees in cash and $32,667 in common stock. As a result, Mr.
Boehm received 4,269 shares of common stock. As of December 31, 2020, Mr. Boehm held options to purchase an aggregate of 95,450 shares
of common stock, of which options to purchase 83,518 shares were vested.
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(4)
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Mr. Savage elected to receive $50,500 of his fees in cash and $18,500 in stock options to purchase shares
of common stock. As a result, Mr. Savage received stock options to purchase 4,204 shares of common stock. As of December 31, 2020, Mr.
Savage held options to purchase an aggregate of 127,379 shares of common stock, of which options to purchase 115,447 shares were vested.
Effective January 1, 2021, Mr. Savage resigned from the Board.
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(5)
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Ms. Buxton elected to receive $27,500 of her fees in cash and $26,656 in common stock. As a result, Ms.
Buxton received 3,449 shares of common stock. As of December 31, 2020, Ms. Buxton held options to purchase an aggregate of 143,175 shares
of common stock, of which options to purchase 47,725 shares were vested.
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(6)
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Mr. Morris served as a director through August 2020 until he was appointed
as our Chief Operating and Financial Officer. The information above relating to Mr. Morris only relates to the period during which he
served as director in 2020. For information relating to the total compensation that Mr. Morris received in 2020, please see the Summary
Compensation Table on page 26. For information relating to Mr. Morris’ outstanding equity awards as of December 31, 2020, please
see the Outstanding Equity Awards at 2020 Fiscal Year End table on page 32.
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Security Ownership of
Certain Beneficial Owners and Management
Security Ownership Information
The following table presents information
regarding beneficial ownership of our common stock as of April 16, 2021 by:
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each stockholder or group of stockholders known by us to be the beneficial owner of more than 5% of our
common stock;
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each of our named executive officers; and
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all of our current directors and executive officers as a group.
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Beneficial ownership is determined in accordance
with the rules of the SEC, and thus represents voting or investment power with respect to our securities. Unless otherwise indicated below,
to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially
owned, subject to community property laws where applicable.
Percentage ownership of our common stock
is based on 58,656,689 shares of our common stock outstanding as of April 16, 2021.
Shares of our common stock subject to options
that are currently exercisable or exercisable within 60 days of April 16, 2021 are deemed to be outstanding and to be beneficially owned
by the person holding the options but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other
person. Unless otherwise indicated, the address of each of the individuals and entities named below is c/o Humanigen, Inc., 533 Airport
Boulevard, Suite 400, Burlingame, California 94010.
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Name and Address of Beneficial Owner
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Shares of
Common
Stock
Beneficially
Owned
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Percentage
of Shares
Beneficially
Owned
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5% Stockholders
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Entities affiliated with Black Horse Capital LP and Dr. Chappell(1)
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13,948,584
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23.8
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%
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Nomis Bay LTD(2)
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5,342,887
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9.1
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%
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Entities affiliated with Valiant Capital Partners(3)
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7,074,220
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12.1
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%
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Named Executive Officers and Directors
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Cameron Durrant, M.D., MBA(4)
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2,008,207
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3.3
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%
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Dale Chappell, M.D., MBA(1) (5)
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13,948,584
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23.8
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%
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Timothy Morris, CPA(6)
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206,041
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*
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Ronald Barliant, JD(7)
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304,582
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*
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Rainer Boehm, M.D., MBA(8)
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180,436
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*
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Cheryl Buxton(9)
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64,020
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*
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David Tousley(10)
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7,725
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*
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All current executive officers and directors as a group (8 persons)(1)(11)
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16,726,570
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27.3
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%
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_____________
* Represents less than 1%
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(1)
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Number of shares based on information reported on Amendment No. 4 to the Schedule 13D/A filed with the
SEC on September 22, 2020, reporting beneficial ownership by the Black Horse Entities (as defined below), BH Management, and Dale Chappell.
According to the report, Black Horse Capital LP (“BHC”) has sole voting and dispositive power with respect to 1,199,342 shares,
Black Horse Capital Master Fund Ltd. (“BHCMF”) has shared voting and dispositive power with respect to 2,799,566 shares, Cheval
Holdings, Ltd. (“Cheval” and collectively with BHCMF and BHC, the “Black Horse Entities”) has shared voting and
dispositive power with respect to 9,927,383 shares, BH Management has sole voting and dispositive power with respect to 11,126,725 shares
and Dr. Chappell has shared voting and dispositive power with respect to 13,926,291 shares. The number of shares reported for Dr. Chappell
also includes options to purchase 22,293 shares of common stock that may be exercised within 60 days of April 16, 2021. The business address
of each of BHC, BHCMF, BH Management and Dr. Chappell is c/o Opus Equum, Inc. P.O. Box 788, Dolores, Colorado 81323. The business address
of Cheval is P.O. Box 309G, Ugland House, Georgetown, Grand Cayman, Cayman Islands KY1-1104. Dr. Chappell, who currently serves as
our Chief Scientific Officer and as a director, is the managing member of BH Management and BHC and a director of BHCMF and Cheval.
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(2)
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Number of shares based solely on information reported on Amendment No. 4 to the Schedule 13D/A filed with
the SEC on March 25, 2021, reporting beneficial ownership by Nomis Bay LTD (“Nomis Bay”). Nomis Bay has sole voting and dispositive
power over all 5,342,887 shares. The business address of Nomis Bay is West Essex House, 3rd Floor, 45 Reid Street, Hamilton,
Bermuda HM12.
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(3)
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Number of shares based solely on information reported on Amendment No. 1 to the Schedule 13G/A filed with
the SEC on February 16, 2021, reporting beneficial ownership by Valiant Capital Master Fund, L.P., a Cayman Islands limited partnership
(“VCMF”); Valiant Capital Partners Offshore, Ltd., a Cayman Islands exempted company (“VCPO”); Valiant Capital
Management, L.P., a Delaware limited partnership ("VCM LP"), which is the general partner and investment adviser to investment
funds, including VCMF and VCPO; Valiant Capital Management, LLC, a Delaware limited liability company ("VCM LLC"), which is
the general partner of VCM LP; and Christopher R. Hansen, who is the sole manager of VCM LLC. According to the report, (i) each of VCM
LP, VCM LLC and Mr. Hansen has sole voting and dispositive power with respect to 7,074,220 shares; and (ii) each of VCMF and VCPO has
sole voting and dispositive power with respect to 4,598,243 shares. The address of the Valiant filers is One Market Street, Steuart Tower,
Suite 2625, San Francisco, California 94105.
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(4)
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Includes options to purchase 1,896,766 shares of common stock that may be exercised within 60 days of
April 16, 2021.
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(5)
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Includes options to purchase 22,293 shares of common stock that may be exercised within 60 days of April
16, 2021.
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(6)
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Includes options to purchase 206,041 shares of common stock that may be exercised within 60 days of April
16, 2021.
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(7)
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Includes options to purchase 214,712 shares of common stock that may be exercised within 60 days of April
16, 2021.
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(8)
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Includes options to purchase 95,450 shares of common stock that may be exercised within 60 days of April
16, 2021.
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(9)
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Includes options to purchase 59,656 shares of common stock that may be exercised within 60 days of April
16, 2021.
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(10)
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Includes options to purchase 7,725 shares of common stock that may be exercised within 60 days of April
16, 2021. On February 3, 2021, Mr. Tousley notified the Company of his resignation, which became effective on March 5, 2021.
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(11)
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Includes options to purchase 2,509,618 shares of common stock that may be exercised within 60 days of
April 16, 2021.
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Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires
our officers and directors and persons who own more than ten percent of a registered class of our equity securities to file reports of
ownership and changes of ownership with the SEC.
Based solely upon a review of SEC
filings made by beneficial owners of ten percent or more of our common stock, and written representations from our officers and
directors, we believe that during fiscal year 2020 our officers, directors and beneficial owners of more than ten percent of our
common stock complied with these reporting requirements for fiscal year 2020, except for (i) three late Form 4 filings by Nomis Bay,
which no longer is a beneficial owner of ten percent or more of our common stock, to report sixteen late transactions and (ii) one
late Form 4 filed jointly by Dr. Chappell, BH Management and Cheval to report the conversion of convertible promissory notes into
shares of common stock (see “Certain Relationships and Related Transactions-Convertible Notes” for more
information).
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
Advance Notes
In June, July and August 2018, we received
an aggregate of $0.9 million of proceeds from advances made to us (the “Advance Notes”) by four different lenders including
Dr. Cameron Durrant, our Chairman and Chief Executive Officer; Cheval, an affiliate of BHC, our controlling stockholder at the time; and
Ronald Barliant, a director of the Company (collectively the “Advance Note Lenders”). The Advance Notes accrued interest at
a rate of 7% per year, compounded annually.
In accordance with their terms, on May 30,
2019, in connection with our announcement of the clinical collaboration agreement we executed with Kite Pharmaceuticals, Inc., a Gilead
company, in May 2019, the Advance Note Lenders converted the amounts due under the Advance Notes into common stock at the conversion price
of $2.25 per share. We issued a total of 435,924 shares of common stock in connection with the conversion.
Convertible Notes
Commencing September 19, 2018, we delivered
a series of convertible promissory notes (the “2018 Notes”) evidencing an aggregate of $2.5 million of loans made to us by
six different lenders, including an affiliate of BHC, our controlling stockholder at the time.
Holders of our outstanding 2018 Notes and
our outstanding convertible notes issued in 2019 were entitled to convert the principal and unpaid interest on such notes into shares
of our common stock as a result of our completion on December 11, 2019 of a “Non-Qualified Financing”, as defined in such
notes, through sales of our common stock to Lincoln Park pursuant to the equity line of credit. Certain additional “Non-Qualified
Financing” transactions occurred from December 11, 2019 until January 7, 2020. Commencing on April 2, 2020, certain holders of such
notes, including Cheval, an affiliate of BHC, our controlling stockholder at the time, notified us of their exercise of such conversion
rights. Pursuant to the exemption from registration afforded by Section 3(a)(9) under the Securities Act, we issued an aggregate of 2,397,915
shares of our common stock upon the conversion of $4.3 million in aggregate principal and interest on the notes that were converted, which
obligations were retired. Of these, we issued 316,666 shares to Cheval. Dr. Dale Chappell, who was serving as our ex-officio chief scientific
officer at the time and currently serves as our Chief Scientific Officer, controls BHC and reports beneficial ownership of all shares
held by it and its affiliates, including Cheval. After giving effect to the shares issued upon such conversions, no convertible notes
issued in 2018 or 2019 were outstanding as of December 31, 2020.
Secured Bridge Notes
On June 28, 2019, we issued three short-term,
secured bridge notes (the “June Bridge Notes”) evidencing an aggregate of $1.7 million of loans made to us by three parties:
Cheval, an affiliate of BHC, our controlling stockholder at the time, lent $750,000; Nomis Bay, our second largest stockholder at the
time, lent $750,000; and Dr. Durrant, our Chairman and Chief Executive Officer, lent $200,000. The June Bridge Notes accrued interest
at a rate of 7.0% per annum and, after giving effect to extensions announced in October 2019, December 2019 and March 2020, were set to
mature on December 31, 2020.
On November 12,
2019, we issued two short-term, secured bridge notes (the “November Bridge Notes” and together with the June Bridge Notes,
the “2019 Bridge Notes”) evidencing an aggregate of $350,000 of loans made to us by two parties: Cheval, an affiliate of BHC,
our controlling stockholder at the time, lent $250,000; and Dr. Durrant lent $100,000.
The November Bridge Notes rank on par with the June Bridge Notes, and possessed other terms and conditions substantially consistent with
the June Bridge Notes. The November Bridge Notes accrued interest at a rate of 7.0% per annum and, after giving effect to previously announced
extensions, were set to mature on December 31, 2020.
In April 2020, we issued two short-term,
secured bridge notes (the “April Bridge Notes” and collectively with the 2019 Bridge Notes, the “Bridge Notes”)
evidencing an aggregate of $350,000 of loans made to us by two parties: Cheval, an affiliate of BHC, our controlling stockholder at the
time, loaned $100,000, and Nomis Bay, our second largest stockholder, loaned $250,000. The April Bridge Notes ranked on par with the 2019
Bridge Notes, and possessed other terms and conditions substantially consistent with the 2019 Bridge Notes. The April Bridge Notes accrued
interest at a rate of 7.0% per annum and were set to mature on December 31, 2020.
The Bridge Notes became due and payable
at such earlier time as we raised more than $3,000,000 in a bona fide financing transaction or upon a change in control. As previously
disclosed, all of the Bridge Notes were repaid in June 2020 with proceeds from the June 2020 Private Placement, and all of the Bridge
Notes were extinguished. The Bridge Notes were secured by a lien on substantially all the Company’s assets, which liens have been
released.
Consulting Arrangement with David Tousley
David Tousley served as our Chief Accounting
and Administrative Officer, Corporate Secretary and Treasurer commencing July 6, 2020. On February 3, 2021, Mr. Tousley notified the Company
of his resignation, which became effective on March 5, 2021.
Prior to his appointment as our Chief Accounting
and Administrative Officer, Corporate Secretary and Treasurer, Mr. Tousley provided various finance and accounting consulting services
to the Company from July 2019 until joining the Company in a full-time role. In connection with these services rendered since July 2019,
Mr. Tousley received a total of $457,912.50 in cash compensation from the Company, a stock option award granted on January 28, 2020 to
purchase 151,600 shares of common stock at an exercise price of $2.00 per share, and a stock option award granted on May 20, 2020 to purchase
20,000 shares of common stock at an exercise price of $4.30 per share.
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HUMANIGEN, INC.
533 AIRPORT BOULEVARD
SUITE 400
BURLINGAME, CA 94010
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VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic
delivery of information. Vote by 11:59 p.m. Eastern Time on June 16, 2021. Have your proxy card in hand when you access the web site and
follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/HGEN2021
You may attend the meeting via the Internet and vote during the meeting.
Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote
by 11:59 p.m. Eastern Time on June 16, 2021. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid
envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 to arrive no later than
11:59 p.m. Eastern Time on June 16, 2021.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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D47932-P56191
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KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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HUMANIGEN, INC.
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To withhold authority to vote for any individual
nominee(s), mark "For All Except" and write the
number(s) of the nominee(s) on the line below.
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For
All
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Withhold
All
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For All
Except
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The Board of Directors recommends you vote "FOR"
the following:
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o
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o
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o
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1.
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Election of Directors
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Nominees:
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01) Cameron Durrant, M.D., MBA
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02) Ronald Barliant, JD
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03) Rainer Boehm, M.D., MBA
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04) Cheryl Buxton, M.A.
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05) Dale Chappell, M.D., MBA
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The Board of Directors recommends you
vote "FOR" proposals 2 and 3.
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For
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Againts
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Abstain
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2.
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Ratification of the selection by the audit committee of our Board of HORNE LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021;
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o
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o
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o
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3.
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Approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in the proxy statement; and
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The Board of Directors recommends you vote "1 YEAR" on the following proposal:
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1 Year
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2 Years
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3 Years
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Abstain
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4.
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Advisory indication of the preferred frequency of future stockholder advisory votes on the compensation of our named executive officers.
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o
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o
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o
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o
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NOTE: The proxy holder(s) will vote in their discretion on any
other business as may properly come before the meeting or any adjournment thereof.
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally, and all holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by an authorized officer.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date
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Important Notice Regarding the Availability
of Proxy Materials for the Annual Meeting:
The Combined Proxy Statement and Annual Report on Form 10-K is available at www.proxyvote.com
HUMANIGEN, INC.
Annual Meeting of Stockholders
June 17, 2021 12:00 PM ET
This proxy is solicited by the Board of Directors
The stockholder(s) hereby appoint(s) Dr. Cameron
Durrant and Timothy Morris, or either of them, as proxies, each with the power to appoint (his/her) substitute, and hereby authorizes
them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common stock of HUMANIGEN, INC.
that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 12:00 PM ET, on June 17, 2021, via
live webcast at, www.virtualshareholdermeeting.com/HGEN2021, and any adjournment or postponement thereof.
This proxy, when properly executed, will be
voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors'
recommendations.
Continued and to be signed on reverse side
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