SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 7)*
Humanigen, Inc.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
444863 10 4
(CUSIP Number)
Eric S. Wagner, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
500 Fifth Avenue, New York, New York 10110
(212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 9, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Black Horse Capital LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7.
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SOLE VOTING POWER
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910,686
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8.
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SHARED VOTING POWER
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0
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9.
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SOLE DISPOSITIVE POWER
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910,686
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10.
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SHARED DISPOSITIVE POWER
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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910,686
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.5%
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14.
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TYPE OF REPORTING PERSON
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PN
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Black Horse Capital Master Fund Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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2,079,344
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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2,079,344
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,079,344
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.5%
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14.
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TYPE OF REPORTING PERSON
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CO
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Cheval Holdings, Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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7,623,898
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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7,623,898
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,623,898
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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12.9%
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14.
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TYPE OF REPORTING PERSON
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CO
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Black Horse Capital Management LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7.
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SOLE VOTING POWER
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8,534,584
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8.
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SHARED VOTING POWER
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0
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9.
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SOLE DISPOSITIVE POWER
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8,534,584
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10.
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SHARED DISPOSITIVE POWER
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,534,584
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14.4%
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14.
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TYPE OF REPORTING PERSON
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OO
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Dale Chappell
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Malta
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7.
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SOLE VOTING POWER
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33,440
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8.
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SHARED VOTING POWER
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10,613,928
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9.
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SOLE DISPOSITIVE POWER
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33,440
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10.
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SHARED DISPOSITIVE POWER
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10,613,928
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,647,368
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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18.0%
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14.
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TYPE OF REPORTING PERSON
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IN
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The following constitutes Amendment No. 7 (“Amendment No. 7”) to the Schedule 13D dated July 11, 2013 filed by the Reporting Persons with respect to the shares of common stock,
par value $0.001 (the “Shares”), of Humanigen, Inc. (the “Issuer”), as previously amended (the “Schedule 13D”). This Amendment No. 7 amends the Schedule 13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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A total of approximately $17,278,810 was paid to acquire the Shares reported as beneficially owned by the Reporting Persons. The funds used to purchase these securities were obtained from the
general working capital of the Domestic Fund, the Offshore Fund and Cheval and margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities
were obtained from any margin account borrowings.
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Item 5.
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Interest in Securities of the Issuer.
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Sub-clause (a) of Item 5 is hereby amended and restated in its entirety as follows:
“(a) The aggregate percentage of Shares reported owned by each person named herein is
based upon 59,083,706 Shares outstanding as of May 5, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 13, 2021.
As of the date hereof, the Domestic Fund may be deemed to beneficially own 910,686 Shares, the Offshore Fund may be deemed to beneficially own 2,079,344 Shares and Cheval may be
deemed to beneficially own 7,623,898 Shares, constituting approximately 1.5%, 3.5% and 12.9%, respectively, of the outstanding Shares.
BH Management, by virtue of its relationships with Domestic Fund and Cheval discussed in further detail in Item 2, may be deemed to beneficially own the 8,534,584 Shares
beneficially owned by the Domestic Fund and Cheval, constituting approximately 14.4% of the outstanding Shares.
Mr. Chappell, by virtue of his relationships with the Domestic Fund, the Offshore Fund and Cheval discussed in further detail in Item 2 of the Schedule 13D, may be deemed to
beneficially own the 10,613,928 Shares collectively owned by the Domestic Fund, the Offshore Fund and Cheval. Mr. Chappell also personally owns options that are exercisable within the next 60 days for 33,440 Shares. Together, this constitutes
approximately 18.0% of the outstanding Shares.”
Sub-clause (c) is hereby amended and restated in its entirety as follows:
“(c) As described in
further detail in Item 4 of Amendment No. 4 to the Schedule 13D, on September 18, 2020, the Issuer granted to Mr. Chappell an option to purchase 133,760 Shares pursuant to the Issuer’s 2020 Plan. The Grant vests in twelve equal installments, the
first of which occurred on December 31, 2020, with the remaining installments vesting on the first day of each quarter thereafter.
The transactions effected by the Reporting Persons during the past 60 days that were not previously reported on Schedule 13D are set forth on Schedule B attached
hereto.”
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is
true, complete, and correct.
Dated: July 19, 2021
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BLACK HORSE CAPITAL LP
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By:
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Black Horse Capital Management LLC
General Partner
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By:
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Name:
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Dale Chappell
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Title:
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Manager
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BLACK HORSE CAPITAL MASTER FUND LTD.
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By:
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Name:
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Dale Chappell
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Title:
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Director
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CHEVAL HOLDINGS, LTD.
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By:
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Name:
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Dale Chappell
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Title:
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Director
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BLACK HORSE CAPITAL MANAGEMENT LLC
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By:
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Name:
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Dale Chappell
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Title:
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Manager
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SCHEDULE B
TRANSACTIONS IN THE SECURITIES OF THE ISSUER EFFECTED BY THE REPORTING PERSONS DURING THE PAST 60 DAYS
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Class of Security
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Amount of Securities
Purchased/(Sold)
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Price
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Reporting Person
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Date of
Transaction
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Common Shares
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(16,444)
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$17.2764
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Black Horse Capital LP
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06/30/2021
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Common Shares
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(10,575)
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$17.0979
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Black Horse Capital LP
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07/1/2021
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Common Shares
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(7,714)
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$17.12
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Black Horse Capital LP
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07/2/2021
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Common Shares
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(3,601)
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$17.1654
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Black Horse Capital LP
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07/08/2021
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Common Shares
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(22,203)
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$17.3721
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Black Horse Capital LP
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07/09/2021
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Common Shares
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(1,138)
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$17.0552
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Black Horse Capital LP
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07/14/2021
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Common Shares
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(43,851)
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$17.2764
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Black Horse Capital Master Fund Ltd.
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06/30/2021
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Common Shares
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(28,198)
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$17.0979
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Black Horse Capital Master Fund Ltd.
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07/1/2021
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Common Shares
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(20,569)
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$17.12
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Black Horse Capital Master Fund Ltd.
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07/2/2021
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Common Shares
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(9,602)
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$17.1654
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Black Horse Capital Master Fund Ltd.
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07/08/2021
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Common Shares
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(59,207)
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$17.3721
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Black Horse Capital Master Fund Ltd.
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07/09/2021
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Common Shares
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(3,036)
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$17.0552
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Black Horse Capital Master Fund Ltd.
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07/14/2021
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Common Shares
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(158,961)
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$17.2764
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Cheval Holdings, Ltd.
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06/30/2021
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Common Shares
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(102,219)
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$17.0979
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Cheval Holdings, Ltd.
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07/1/2021
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Common Shares
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(74,565)
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$17.12
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Cheval Holdings, Ltd.
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07/2/2021
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Common Shares
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(34,807)
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$17.1654
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Cheval Holdings, Ltd.
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07/08/2021
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Common Shares
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(214,626)
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$17.3721
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Cheval Holdings, Ltd.
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07/09/2021
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Common Shares
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(11,003)
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$17.0552
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Cheval Holdings, Ltd.
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07/14/2021
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1
1 The sales listed on this Schedule B were effected pursuant to a trading plan adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.