Current Report Filing (8-k)
April 02 2021 - 5:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 30, 2021
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Humanigen, Inc.
(Exact name of registrant
as specified in its charter)
Delaware
(State or other Jurisdiction of
Incorporation)
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001-35798
(Commission File No.)
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77-0557236
(IRS Employer Identification No.)
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533 Airport Boulevard, Suite 400
Burlingame, CA 94010
(Address of principal executive offices and zip code)
(650) 243-3100
(Registrant's telephone number, including area code)
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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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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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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Common Stock
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HGEN
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The Nasdaq Stock Market LLC
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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).
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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. ¨
On March 30, 2021, Humanigen,
Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC,
Credit Suisse Securities (USA) LLC and Cantor Fitzgerald & Co., as representatives of the several underwriters, in connection with
the public offering of 5,000,000 of the Company’s shares of common stock, par value $0.001 per share. The closing of the offering
is expected to occur on or about April 5, 2021. Pursuant to the Underwriting Agreement, the Company granted the underwriters a 30-day
option to purchase an additional 750,000 shares of common stock.
The Company estimates
that the net proceeds from the offering, after deducting underwriting discounts and estimated offering costs, will be approximately $86.8
million. The Company expects to use the net proceeds from the offering for manufacturing and inventory costs in connection with its efforts
to prepare for commercialization of lenzilumabTM in the event of receipt of an EUA for use in COVID-19 patients, as well as
for working capital and other general corporate purposes.
A copy of the Underwriting
Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The summary set forth above
is qualified in its entirety by reference to Exhibit 1.1.
Item 9.01.
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Financial Statements and Exhibits.
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SIGNATURE
Pursuant to the requirements of the Securities and
Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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HUMANIGEN, INC.
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Dated: April 2, 2021
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By:
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/s/ Cameron Durrant
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Name:
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Cameron Durrant
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Title:
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Chairman of the Board and Chief Executive Officer
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