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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 |
Registration No. 333-
|
Delaware
|
|
77-0557236
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS employer identification
number)
|
Large accelerated filer ☐
|
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
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Smaller reporting company ☒
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(Do not check if a smaller reporting company)
|
Title of Securities
to be
Registered
|
Amount
to be Registered (1) |
Proposed Maximum
Offering Price per Share (2) |
Proposed Maximum
Aggregate Offering Price |
Amount of
Registration Fee |
|||||||||||
Common stock, $0.001 par value per share
|
3,000,000
|
$
|
3.025
|
$
|
9,075,000
|
$
|
1,051.80
|
Item 3.
|
Incorporation of Documents by Reference.
|
(a) | the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (File No. 001-35798); |
(b) | the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2016 and June 30, 2016 (File No. 001-35798); |
(c) | the Company’s Current Reports on Form 8-K filed on January 12, 2016 (two reports), January 26, 2016, February 5, 2016, March 4, 2016 (two reports), April 7, 2016, April 12, 2016, May 11, 2016, May 31, 2016, July 6, 2016 and September 19, 2016 (File No. 001-35798); and |
(d) | the description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 333-35798) filed with the Commission on January 30, 2013 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description. |
Item 4.
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Description of Securities
.
|
Item 5.
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Interests of Named Experts and Counsel
.
|
Item 6.
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Indemnification of Directors and Officers
.
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· | transaction from which the director derived an improper personal benefit; |
· | act or omission not in good faith or that involved intentional misconduct or a knowing violation of law; |
· | unlawful payment of dividends or redemption of shares; or |
· | breach of the director’s duty of loyalty to the corporation or its stockholders. |
Item 7.
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Exemption from Registration Claimed
.
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Item 8.
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Exhibits
.
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Item 9.
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Undertakings
.
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KaloBios Pharmaceuticals, Inc.
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By:
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/s/ Cameron Durrant, M.D. |
|
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Cameron Durrant, M.D.
|
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Chief Executive Officer and Chairman of the Board of
Directors
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Signature
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Title
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Date
|
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/s/ Cameron Durrant, M.D.
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Cameron Durrant, M.D.
|
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Chief Executive Officer and Chairman of the Board of
Directors
(Principal Executive Officer) |
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October 14, 2016
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|
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||
*
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Dean (Kip) Witter III
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Interim Chief Financial Officer (Principal Financial
Officer, Principal Accounting Officer)
|
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October 14, 2016
|
|
*
|
|
|
|
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Ronald Barliant
|
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Director
|
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October 14, 2016
|
|
|
|
|
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||
*
|
|
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Dale Chappell, M.D.
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Director
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October 14, 2016
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|
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||
*
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Ezra Friedberg
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Director
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October 14, 2016
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*
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Timothy Morris
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Director
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October 14, 2016
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||
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* By:
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/s/ Cameron Durrant, M.D. |
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Cameron Durrant, M.D., Attorney in Fact
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Exhibit No.
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Exhibit
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4.1
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Specimen of Stock Certificate evidencing shares of Common Stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-184299) filed on January 15, 2013).
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4.2
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Warrant to Purchase Stock, by and between the Registrant and MidCap Financial SBIC, LP, dated as of June 19, 2013 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-35798) filed on June 24, 2013).
|
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4.3
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Common Stock Purchase Warrant, by and between the Registrant and Armistice Capital Fund, dated as December 4, 2015 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 001-35798) filed on December 9, 2015).
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4.4†
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Common Stock Purchase Warrant, dated June 30, 2016, between the Registrant and Savant Neglected Diseases, LLC (incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-35798) filed on September 23, 2016).
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5.1
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Opinion of Hogan Lovells US LLP.
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10.1
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2012 Equity Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-35798) filed on August 10, 2015).
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10.2
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Amendment to the KaloBios Pharmaceuticals, Inc. 2012 Equity Incentive Plan, effective September 13, 2016.
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23.1
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Consent of Ernst & Young LLP.
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23.2
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Consent of HORNE LLP.
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23.3
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Consent of Hogan Lovells US LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney.
|
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