Current Report Filing (8-k)
September 24 2018 - 4:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): September 19, 2018
Humanigen, Inc.
(Exact name of registrant as specified
in its charter)
Delaware
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001-35798
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77-0557236
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(State or other Jurisdiction of
Incorporation)
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(Commission File No.)
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(IRS Employer Identification No.)
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533 Airport Boulevard, Suite 400
Burlingame, CA 94005
(Address of principal executive offices,
including zip code)
(650) 243-3100
(Registrant’s telephone number,
including area code)
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 1.01.
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Entry into a Material Definitive Agreement.
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant.
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Commencing
September 19, 2018, Humanigen, Inc. (the “Company”) delivered a series of convertible promissory notes (the “Notes”)
evidencing an aggregate of $2.5 million of loans made to the Company by six different lenders, including an affiliate of Black Horse Capital, L.P.,
the Company’s controlling stockholder.
The Notes bear
interest at a rate of 7% per annum and will mature on the earliest of (i) twenty-four months from the date the Notes are signed,
(ii) the occurrence of any customary event of default, or (iii) the certain liquidation events including any dissolution or winding
up of the Company or merger or sale by the Company of all or substantially all of its assets (in any case, a “Liquidation
Event”). The Company plans to use the proceeds from the Notes for working capital.
The Notes are
convertible into equity securities in the Company in three different scenarios:
If the Company
sells its equity securities on or before the date of repayment of the Notes in any financing transaction that results in gross
proceeds to the Company of at least $10 million (a “Qualified Financing”), the Notes will be converted into either
(i) such equity securities as the noteholder would acquire if the principal and accrued but unpaid interest thereon (the “Conversion
Amount”) were invested directly in the financing on the same terms and conditions as given to the financing investors in
the Qualified Financing, or (ii) common stock at a conversion price equal to $0.45 per share (subject to ratable adjustment for
any stock split, stock dividend, stock combination or other recapitalization occurring subsequent to the date of the Notes).
If the Company
sells its equity securities on or before the date of repayment of the Notes in any financing transaction that results in gross
proceeds to the Company of less than $10 million (a “Non-Qualified Financing”), the noteholders may convert their remaining
Notes into either (i) such equity securities as the noteholder would acquire if the Conversion Amount were invested directly in
the financing on the same terms and conditions as given to the financing investors in the Non-Qualified Financing, or (ii) common
stock at a conversion price equal to $0.45 per share (subject to ratable adjustment for any stock split, stock dividend, stock
combination or other recapitalization occurring subsequent to the date of the Notes).
The Notes may
convert in the event the Company enters into or publicly announces its intention to consummate a Liquidation Event. Immediately
prior to the completion of any such Liquidation Event, in lieu of receiving payment in cash, noteholders may convert the Conversion
Amount into common stock at a conversion price equal to $0.45 per share (subject to ratable adjustment for any stock split, stock
dividend, stock combination or other recapitalization occurring subsequent to the date of the Notes).
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Item 3.02.
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Unregistered Sales of Equity Securities.
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The Notes described
in this Current Report on Form 8-K were issued in reliance upon the exemption from registration afforded by Section 4(a)(2) under
the Securities Act of 1933, as amended (“Securities Act”) to sophisticated investors.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Humanigen, Inc.
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By:
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/s/ Cameron Durrant
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Name: Cameron Durrant
Title: Chairman of the Board and Chief Executive Officer
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Dated: September 24, 2018
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