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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Humanigen Inc (CE) | USOTC:HGEN | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0002 | 0.00 | 01:00:00 |
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Preliminary Information Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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Definitive Information Statement
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Humanigen, Inc.
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(Name of Registrant As Specified In Its Charter) |
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 14c-5(g) and 0-11
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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 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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(5)
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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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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.:
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Filing Party:
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(4)
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Date Filed:
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1. |
The approval of an amendment to
Article IV of the Charter to (i) increase the number of authorized shares of Common Stock from 85,000,000 to 225,000,000, and (ii) authorize the issuance of 25,000,000 shares of preferred stock of the Company, par value $
0.001
(the “Preferred Stock”), with such powers, rights, terms and conditions as may be designated by the Board upon the issuance of shares of Preferred Stock at one or more times in the future, in the form attached to the Information Statement as Appendix A (the “Charter Amendment Action”).
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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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January , 2018 |
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The approval of an amendment (the “Charter Amendment”) to
Article IV of the Charter to (i) increase the number of authorized shares of Common Stock from 85,000,000 to 225,000,000, and (ii) authorize the issuance of 25,000,000 shares of preferred stock of the Company, par value $
0.001
(the “Preferred Stock”), with such powers, rights, terms and conditions as may be designated by the board of directors of the Company (the “Board”) upon the issuance of shares of Preferred Stock at one or more times in the future, in the form attached to this Information Statement as Appendix A (the “Charter Amendment Action”).
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On March 21, 2017, the Company entered into an amendment to the Credit Agreement to obtain an additional term loan (the “March 2017 Term Loan”) in the original principal amount of $5,978,000 less an upfront fee equal to $478,000, and required the payment by the Company to the Lenders of a commitment fee equal to $275,000.
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On July 8, 2017, the Company entered into a second amendment (the “Second Amendment”) to the Credit Agreement to obtain an additional term loan (the “July 2017 Term Loan” and, together with the December 2016 Term Loan and the March 2017 Term Loan, the “Term Loans”). The Second Amendment provided for additional loans that may be drawn by the Company on a bi-monthly basis from time to time in an aggregate principal amount of up to $5,434,783, less an upfront fee equal to $435,000 and required the payment at maturity by the Company to the Lenders a commitment fee of $263,000.
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Issue to the Lenders an aggregate of 59,786,848 shares of Common Stock (the “New Lender Shares”), and
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Transfer and assign to an affiliate of Nomis Bay (the “JV Entity”), which will be formed and capitalized by Nomis Bay, all of the assets of the Company related to benznidazole, the Company’s former drug candidate, including without limitation, all of the Company’s rights (but not the Company’s liabilities or obligations) pursuant to that certain Agreement for Manufacture, Development and Commercialization of Benznidazole for Human Use (the “MDC Agreement”), between the Company and Savant Neglected Diseases, LLC (“Savant”), and all causes of action and claims related to or in connection with benznidazole, including the right to pursue causes of action and claims related to Savant and causes of action and claims related to potential misappropriation of the Company’s trade secrets by a competitor in connection with such competitor’s submissions to the FDA (collectively, the “Claims”; the Claims and such other assets, the “Benz Assets”).
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The New Lender Shares will represent 80% of all outstanding shares of the Company’s Common Stock;
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The Black Horse Entities will own 46.6% of the Company’s Common Stock; and
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Nomis Bay will own 44.9% of the Company’s Common Stock.
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Nomis Bay will assume certain legal fees and expenses owed by the Company to its litigation counsel, and
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The Company will be entitled to receive 30% of any amounts realized from the successful prosecution of the Claims or otherwise from the Benz Assets, after Nomis Bay is reimbursed for certain expenses in connection with funding the Claims and after giving effect to any payments that the JV Entity may be required to make to any third parties.
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There be no motion pending for, nor shall there have occurred (i) the appointment of a Chapter 11 Trustee for the Company, (ii) the conversion of the Company’s pending bankruptcy case to a Chapter 7 case, (iii) the filing of any additional or subsequent bankruptcy proceeding, or (iv) the pursuit of an action under state law for the appointment of a receiver, assignee for the benefit of creditors, or a dissolution or reorganization;
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There not having occurred certain other events of default under the Credit Agreement;
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The Company’s delivery of certain transaction documents, including a bill of sale and assignment and assumption agreement and an operating agreement in connection with the JV Entity;
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The Charter Amendment becoming effective upon filing with the Delaware Secretary of State
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A hearing having occurred with the Bankruptcy Court in respect of the Rule 2004 Motion
on or before March 15, 2018
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Cheval having paid the purchase price for the New Black Horse Shares, and the Company’s delivery of the New Common Shares;
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The parties’ execution and delivery of that certain termination and release agreement providing for, among other things, the termination of the Credit Agreement; and
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The accuracy in all material respects on the Transaction Closing of certain representations and warranties of the Company and the Purchasers contained in the Agreements.
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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 directors;
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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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Percentage | ||||||||
Shares of
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of
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Common
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Shares
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Stock Beneficially
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Beneficially
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Name and Address of Beneficial Owner
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Owned
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Owned
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5% Stockholders
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Entities affiliated with Black Horse Capital LP
(1)
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4,948,758
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33.1
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%
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Nomis Bay LTD
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3,680,106
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24.6
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%
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Nantahala Capital Management, LLC
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1,450,000
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9.7
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Cortleigh Limited
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949,752
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6.4
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Named Executive Officers and Directors
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Cameron Durrant, M.D., MBA
(5)
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570,175
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3.8
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%
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Morgan Lam
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69,790
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*
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Greg Jester
(7)
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12,500
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David L. Tousley, MBA, CPA
(8)
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100,000
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*
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Ronald Barliant, JD
(9)
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135,452
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Timothy Morris, CPA
(10)
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41,666
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All current executive officers and directors as a group (6
persons)
(11)
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929,583
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6.2
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%
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(1)
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Number of shares based solely on information reported on the Schedule 13D filed with the SEC on July 11, 2016, reporting beneficial ownership as of June 30, 2016, by BHC, BHCMF, Cheval, Black Horse Capital Management LLC (“BH Management”), and Dale Chappell. According to the report, BHC has sole voting and dispositive power with respect to 872,977 shares, BHCMF has shared voting and dispositive power with respect to 2,040,463 shares, Cheval has shared voting and dispositive power with respect to 2,035,318 shares, BH Management has sole voting and dispositive power with respect to 2,908,295 shares and Dr. Chappell has shared voting and dispositive power with respect to 4,948,758 shares. Dr. Chappell is the managing member of BH Management, which is the managing member of BHC, and the controlling person of BHCMF. By virtue of these relationships, each of BH Management and Dr. Chappell may be deemed to beneficially own the shares owned directly by each of BHC and Cheval and Dr. Chappell may be deemed to beneficially own the shares owned directly by BHCMF. Dr. Chappell is a former director of the Company and served on the Board from June 30, 2016 until his resignation on November 9, 2017. 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. Please see “
Interest of Certain Persons in the Matters to be Acted Upon
” herein for more information regarding the Black Horse Entities.
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(2)
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Number of shares based solely on information reported on the Form 4 filed with the SEC on August 30, 2017, reporting beneficial ownership as of August 30, 2017, by Nomis Bay. Nomis Bay has sole voting and dispositive power over all 3,680,106 shares. The business address of Nomis Bay is Wessex House, 3
rd
Floor, 45 Reid Street, Hamilton, Bermuda HM12. Please see “
The Transactions
” herein for more information regarding Nomis Bay.
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(3)
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Number of shares based solely on information reported on the Schedule 13G filed with the SEC on February 14, 2017. Nantahala Capital Management, LLC (“Nantahala”) and its managing members, Wilmot B. Harkey and Daniel Mack, share voting and dispositive power with respect to the shares. The business address of each of Nantahala, Mr. Harkey and Mr. Mack is 19 Old Kings Highway South, Suite 200, Darien, Connecticut 06820.
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Number of shares based solely on information reported on the Schedule 13G filed with the SEC on August 16, 2016, reporting beneficial ownership as of June 30, 2016 by Kapil Dhar, Sable Fiduciary Limited, or Sable, and Cortleigh Limited, or Cortleigh. Mr. Dhar, Sable and Cortleigh have shared voting and dispositive power with respect to the shares. The business address of each of Mr. Dhar, Sable and Cortleigh is 4th Floor, Rodus Building, Road Reef, Road Town, Tortola, British Virgin Islands.
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Includes options to purchase 434,592 shares of Common Stock that may be exercised within 60 days of December 21, 2017.
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Includes options to purchase 69,790 shares of Common Stock that may be exercised within 60 days of December 21, 2017.
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(7)
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Includes options to purchase 12,500 shares of Common Stock that may be exercised within 60 days of December 21, 2017.
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(8)
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Includes options to purchase 100,000 shares of Common Stock that may be exercised within 60 days of December 21, 2017. Mr. Tousley resigned as the Company’s interim Chief Financial Officer effective August 11, 2017.
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(9)
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Includes options to purchase 41,666 shares of Common Stock that may be exercised within 60 days of December 21, 2017.
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(10)
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Includes options to purchase 41,666 shares of Common Stock that may be exercised within 60 days of December 21, 2017.
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(11)
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Includes options to purchase 700,214 shares of Common Stock that may be exercised within 60 days of December 21, 2017.
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our Annual Report on Form 10-K for the year ended December 31, 2016;
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our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017, June 30, 2017 and September 30, 2017; and
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our
Current Reports on Form 8-K filed with the SEC on March 23, 2017, July 5, 2017, July 12, 2017, August 7, 2017, August 14, 2017, August 25, 2017, August 28, 2017, August 30, 2017, September 15, 2017, November 1, 2017, November 16, 2017, December 6, 2017, December 27, 2017 and January 12, 2018.
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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 of the Company
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January , 2018 | ||
Brisbane, California |
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By:
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Name: Dr. Cameron Durrant
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Title: Chief Executive Officer
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1 Year Humanigen (CE) Chart |
1 Month Humanigen (CE) Chart |
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