As filed with the Securities and Exchange Commission on April 18, 2018
 
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
 
Form S-8
 
REGISTRATION STATEMENT
UNDER   THE SECURITIES ACT OF 1933

Humanigen, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
77-0557236
(State or other jurisdiction of
incorporation or organization)
 
(IRS employer identification
number)
 
1000 Marina Boulevard, Ste. 250
Brisbane, CA 94005-1878
(Address of principal executive offices)

 
Humanigen, Inc. 2012 Equity Incentive Plan
(Full title of the Plan)

 
Cameron Durrant, M.D.
Chairman of the Board and Chief Executive Officer
Humanigen, Inc.
1000 Marina Boulevard, Ste. 250
Brisbane, California 94005-1878
(650) 243-1000
(Name, address and telephone number of Agent for Service)

Copy to :
 
Kevin L. Vold, Esq.
Polsinelli PC
1401 Eye Street NW
Washington, D.C. 20005
(202) 783-3300

 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer ☐
 
Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting company)
 
Smaller reporting company ☒
Emerging growth company ☒

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 7(a)(2)(B) of the Securities Act. ☐
  
 
 
CALCULATION OF REGISTRATION FEE
 
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
 
16,050,000
   
$
0.45
   
$
7,222,500
   
$
899
 
 
(1) Consists of shares of common stock, $0.001 par value per share of the Registrant, or Common Stock, authorized for issuance under the Humanigen, Inc. 2012 Equity Incentive Plan. Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional shares of common stock which become issuable under the above-named plan by reason of any share dividend, share split, recapitalization or any other similar transaction without receipt of consideration which results in an increase in the number of shares or common stock outstanding.
 
(2) Estimated pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee. The price per share is based on the average of the high and low sales price on the OTCQB Venture Market operated by OTC Markets on April 13, 2018.
 
 
EXPLANATORY NOTE
 
This Registration Statement on Form S-8 is being filed by Humanigen, Inc., a Delaware corporation (the “Company”), to register 16,050,000 additional shares of the Company ’ s common stock, $0.001 par value per share (“Common Stock”), issuable under the 2012 Equity Incentive Plan, as amended and restated, (the “Plan”). The Company previously registered an aggregate of 3,791,414 shares of Common Stock issuable under the Plan on Registration Statements on Form S-8 (File Nos. 333-214110, 333-183725, 333-194597, 333-202934 and 333-206321) (the “Original S-8s”), as adjusted to reflect the 1-for-3.56147 reverse split of the Company ’ s Common Stock effected on January 15, 2013 and the 1-for-8 reverse split of the Company ’ s Common Stock effected on July 13, 2015, as applicable.
 
As permitted by General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Original S-8s, except to the extent supplemented, amended or superseded by the information set forth herein.
 
PART I
 
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
The information called for by Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 of the Securities Act of 1933, as amended, or the Securities Act, and the instructions to Form S-8. In accordance with the rules and regulations of the Securities and Exchange Commission, or the Commission, and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
 
 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.
Incorporation of Documents by Reference.
 
The Company hereby incorporates by reference into this Registration Statement the following documents filed by it with the SEC:
 
(a)
the Company ’ s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (File No. 001-35798);

(b)
the Company ’ s Current Reports on Form 8-K filed on January 12, 2018, January 29, 2018, February 7, 2018 (as amended by the Current Report on Form 8-K/A, filed on March 13, 2018), February 28, 2018 and March 13, 2018; and

(c)
the description of the Company ’ s common stock contained in the Company ’ 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, as amended by the description contained in the Company’s Current Report on Form 8-K filed on August 7, 2017, and as may be further amended in any future amendments or reports filed for the purpose of updating such description.
 
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Unless specifically stated to the contrary, none of the information that the Company discloses under Items 2.02 or 7.01 of any Current Report on Form 8-K that the Company has or may from time to time furnish to the Commission will be incorporated by reference into, or otherwise be included in, this Registration Statement.
 
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
 
Item 4.
Description of Securities .
 
Not applicable.
 
Item 5.
Interests of Named Experts and Counsel .
 
Not applicable.
 
Item 6.
Indemnification of Directors and Officers .
 
Section 102(b)(7) of the Delaware General Corporation Law, or the DGCL, provides that a Delaware corporation, in its certificate of incorporation, may limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability for any:

·
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.
 
 
Section 145(a) of the DGCL provides, in general, that a Delaware corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) because that person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise. The indemnity may include expenses (including attorneys ’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, so long as the person acted in good faith and in a manner he or she reasonably believed was in or not opposed to the corporation ’ s best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
 
Section 145(b) of the DGCL provides, in general, that a Delaware corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the corporation to obtain a judgment in its favor because the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise. The indemnity may include expenses (including attorneys ’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action, so long as the person acted in good faith and in a manner the person reasonably believed was in or not opposed to the corporation ’ s best interests, except that no indemnification shall be permitted without judicial approval if a court has determined that the person is to be liable to the corporation with respect to such claim. Section 145(c) of the DGCL further provides that, if a present or former director or officer has been successful in defense of any action referred to above, the corporation must indemnify such officer or director against the expenses (including attorneys ’ fees) he or she actually and reasonably incurred in connection with such action.
 
Section 145(g) of the DGCL provides, in general, that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise against any liability asserted against and incurred by such person, in any such capacity, or arising out of his or her status as such, whether or not the corporation could indemnify the person against such liability under Section 145 of the DGCL.
 
The Company ’ s Amended and Restated Certificate of Incorporation eliminates the personal liability of its directors to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, with certain limited exceptions set forth therein. The Company ’ s Amended and Restated Bylaws provide for the indemnification of its directors and officers to the fullest extent permitted by the DGCL.
 
The Company maintains an insurance policy that covers certain liabilities of its directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers.

In addition, the Company has entered into separate indemnification agreements with its directors and officers, pursuant to which the Company has agreed to indemnify its directors and officers against certain liabilities and expenses incurred by such persons in connection with claims by reason of their being such a director or officer.
 
Certain of the Company ’ s non-employee directors may, through their relationships with their employers, also be insured and/or indemnified against certain liabilities incurred in their capacity as members of the Company ’ s board of directors.
 
The foregoing descriptions are only general summaries.
 
Item 7.
Exemption from Registration Claimed .
 
Not applicable.
 
Item 8.
Exhibits .
 
The exhibits to the registration statement are listed in the exhibit index attached hereto and are incorporated herein by reference.
 
 
Item 9.
Undertakings .
 
A. The undersigned Registrant hereby undertakes:
 
1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
 
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
 
(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “ Calculation of Registration Fee ” table in the effective Registration Statement.
 
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
 
Provided, however, that paragraphs (A)(1)(i), (A)(1)(ii) and (A)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
 
2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant ’ s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan ’ s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brisbane, State of California on April 18, 2018.
 
 
Humanigen, Inc.
 
 
 
 
 
By:
/s/ Cameron Durrant, M.D., MBA
   
Cameron Durrant, M.D., MBA
   
Chairman of the Board and Chief Executive Officer
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
 
Signature
 
Title
 
Date
 
 
 
 
 
/s/ Cameron Durrant, M.D., MBA
 
 
 
 
Cameron Durrant, M.D., MBA
 
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
 
April 18, 2018
 
 
 
 
 
*
 
 
 
 
Greg Jester
 
Chief Financial Officer (Principal Financial
Officer, Principal Accounting Officer)
 
April 18, 2018
 
 
 
 
 
*
 
 
 
 
Ronald Barliant
 
Director
 
April 18, 2018
 
 
 
 
 
*
 
 
 
 
Rainer Boehm
 
Director
 
April 18, 2018
 
 
 
 
 
*
 
 
 
 
Robert G. Savage
 
Director
 
April 18, 2018
 
 
 
 
 
*
 
 
 
 
Timothy Morris
 
Director
 
April 18, 2018
 
 
 
 
 
 
 
 
 
 
* By:
/s/ Cameron Durrant, M.D., MBA
       
 
Cameron Durrant, M.D., MBA
Attorney-in-Fact
       
 
 
EXHIBIT INDEX
 
Exhibit No.
 
Exhibit
 
 
 
4.1
 
 
 
 
5.1
 
 
 
 
10.1
 
 
 
 
10.2
 
 
 
 
10.3
 
     
10.4
 
     
10.5
 
     
10.6
 
     
23.1
 
 
 
 
23.2
 
 
 
 
24.1
 
 
 
 
Exhibit 5.1
 
[LETTERHEAD OF POLSINELLI PC]
 
April 18, 2018
 
Board of Directors
Humanigen, Inc.
1000 Marina Boulevard, Ste. 250
Brisbane, CA 94005
 
Re:
Humanigen, Inc.
Registration Statement on Form S-8, dated April 18, 2018
 
Gentlemen:
 
We are acting as counsel to Humanigen, Inc., a Delaware corporation (the “ Company ”), in connection with its registration statement on Form S-8 (the “ Registration Statement ”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “ Act ”), relating to the proposed offering of up to 16,050,000 shares of common stock, par value $0.001 per share, of the Company (the “ Shares ”), all of which shares are issuable pursuant to the Humanigen, Inc. 2012 Equity Incentive Plan, as amended (the “ Plan ”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
 
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
 
This opinion letter is based, as to matters of law, solely on the Delaware General Corporation Law, as amended. We express no opinion herein as to any other statutes, rules or regulations.
 
Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) effectiveness of the Registration Statement, (ii) issuance of the Shares pursuant to the terms of the Plan, and (iii) receipt by the Company of the consideration for the Shares specified in the applicable resolutions of the Board of Directors or a duly authorized committee thereof, the Plan and any underlying award agreements or letters, the Shares will be validly issued, fully paid, and nonassessable. 
 
 
This opinion letter has been prepared for use in connection with the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent to the effective date of the Registration Statement.
 
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.
 
 

 
Very truly yours,
 
 
   
   
 
/s/ POLSINELLI PC
 
 
 
Exhibit 10.3
 
SECOND AMENDMENT TO THE
KALOBIOS PHARMACEUTICALS, INC.
2012 EQUITY INCENTIVE PLAN
 
WHEREAS, pursuant to   Section 13.2 of the KaloBios Pharmaceuticals, Inc. 2012 Equity Incentive Plan, effective as of July 7, 2012, as amended from time to time (the “Plan”), the Board of Directors of Humanigen, Inc. (the “Board”) has the right to amend the Plan;
 
WHEREAS , the Board desires to amend the Plan to increase the number of shares of Humanigen, Inc.’s common stock (“Stock”) authorized for issuance under the Plan by 16,050,000 shares;
 
WHEREAS , the Board desires to amend the Plan to increase the number of shares of Stock which may be subject to stock options or stock appreciate right awards granted under the Plan in a calendar year to an individual Plan participant;
 
WHEREAS , the Board desires to amend the Plan to remove all Plan provisions required to be included in the Plan for compliance with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), based on legislative repeal of Section 162(m) of the Code;
 
WHEREAS , the Board desires to amend the Plan to reflect the change of the Plan sponsor’s name from KaloBios Pharmaceuticals, Inc. to Humanigen, Inc.; and
 
WHEREAS , the Board desires to amend the Plan to reflect that the Stock is traded on the OTCQB Venture Market.
 
NOW, THEREFORE, BE IT RESOLVED , that, effective March 9, 2018, the Plan is hereby amended to make the following changes:
 
1.
The name of the Plan is hereby changed to the Humanigen, Inc. 2012 Equity Incentive Plan.
 
2.
Section 2.2 of the Plan, captioned Section 162(m), is hereby deleted in its entirety.
 
3.
Section 3.1 of the Plan, captioned Basic Limitation, is hereby amended and restated in its entirety as follows:
 
3.1            Basic Limitation .           Common Shares issued pursuant to the Plan may be authorized but unissued shares or treasury shares.  The aggregate number of Common Shares issued under the Plan shall not exceed 19,860,498. The number of Common Shares that are subject to Stock Awards outstanding at any time under the Plan may not exceed the number of Common Shares that then remain available for issuance under the Plan.  The numerical limitations in this Article 3.1 shall be subject to adjustment pursuant to Article 9.
 

4.
Section 3.4(a) of the Plan, captioned Plan Limits, is hereby amended and restated in its entirety as follows:
 
(a)            The maximum aggregate number of Common Shares subject to Options and SARs that may be granted under this Plan during any calendar year to any one Participant shall not exceed 7,500,000, except that the Company may grant to a new Employee in the calendar year in which his or her Service as an Employee first commences Options and/or SARs that cover (in the aggregate) up to an additional 7,500,000   Common Shares;
 
5.
Section 5.6 of the Plan, captioned Modifying or Assumption of Options, is hereby amended by replacing the reference to “Nasdaq Global Market” with “OTCQB Venture Market.”
 
6.
Section 6.7 of the Plan, captioned Modifying or Assumption of SARs, is hereby amended by replacing the reference to “Nasdaq Global Market” with “OTCQB Venture Market.”
 
7.
Section 10.2, captioned, Awards Under Other Plans, is hereby deleted in its entirety.
 
8.
Section 12.3 of the Plan, captioned Section 162(m) Matters, is hereby deleted in its entirety.
 
9.
Section 14.10 of the Plan, captioned “Company”, is hereby amended and restated as follows:
 
“ Company ” means Humanigen, Inc., a Delaware corporation.
 
10.
Section 14.20 of the Plan, captioned “Outside Director”, is hereby deleted in its entirety.
 
11.
Section 14.24 of the Plan, captioned “Performance Goal”, is hereby amended and restated as follows:
 
 “ Performance Goal ” means a goal established by the Administrator for the applicable Performance Period based one or more performance criteria, which may include on one or more of the performance criteria set forth in Appendix A . Depending on the performance criteria used, a Performance Goal may be expressed in terms of overall Company performance or the performance of a business unit, division, Subsidiary, Affiliate or an individual.  A Performance Goal may be measured either in absolute terms or relative to the performance of one or more comparable companies or one or more relevant indices.  The Administrator may adjust the results under any performance criterion to exclude any unanticipated event that occurs during a Performance Period including the following: (a) asset write-downs, (b) litigation, claims, judgments or settlements, (c) the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results, (d) accruals for reorganization and restructuring programs, (e) extraordinary, unusual or non-recurring items, (f) exchange rate effects for non-U.S. dollar denominated net sales and operating earnings, or (g) statutory adjustments to corporate tax rates.
 
12.
Section 14.26 of the Plan, captioned “Plan”, is hereby amended and restated as follows:
 
 “ Plan ” means this Humanigen, Inc. 2012 Equity Incentive Plan, as amended from time to time.
 
 
13.
Section 14.33 of the Plan, captioned “Service”, is hereby amended and restated as follows:
 
“ Service ” means service as an Employee or Consultant.
 
14.
Section 14.34 of the Plan, captioned “Service Provider”, is hereby amended and restated as follows:
 
 “ Service Provider ” means any individual who is an Employee or Consultant.
 
15.
Section 14.40 of the Plan, captioned “Substitute Awards”, is hereby amended and restated as follows:
 
“ Substitute Awards ” means Awards or Common Shares issued by the Company in assumption of, or substitution or exchange for, Awards previously granted, or the right or obligation to make future awards, in each case by a corporation acquired by the Company or any Affiliate or with which the Company or any Affiliate combines to the extent permitted by the rules and regulations of the OTCQB Venture Market (or such other principal U.S. national securities exchange on which the Common Shares are traded).
 
16.
The first paragraph of Appendix A of the Plan, is hereby amended and restated as follows:
 
The Administrator may establish Performance Goals derived from any criteria it determines appropriate including any one or more of the following criteria when it makes Awards of Restricted Shares or Stock Units that vest entirely or in part on the basis of performance or when it makes Performance Cash Awards.
 
17.
The last bullet point of Appendix A of the Plan is hereby deleted in its entirety.
 
Except as amended above, the Plan shall remain in full force and effect.
 
[Signature page follows]
 
 
This Second Amendment to the Plan was duly adopted and approved by the Board of Directors of the Company.
 
 
HUMANIGEN, INC.
 
 
 
     
 
By:
/s/ Cameron Durrant, M.D., MBA
 
 
Name:
Cameron Durrant, M.D., MBA
 
Title:
Board Chairman & Chief Executive Officer
 
 
 
Exhibit 23.1


Consent of Independent Registered Public Accounting Firm


We consent to the incorporation by reference in this Registration Statement on Form S-8 of Humanigen, Inc., of our report dated March 27, 2018, relating to the consolidated financial statements of Humanigen, Inc. appearing in the Annual Report on Form 10-K for the year ended December 31, 2017.

/s/ HORNE LLP


Ridgeland, Mississippi
April 18, 2018
 
 
 
Exhibit 24.1
HUMANIGEN, INC.
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS that the undersigned Officers and Directors of Humanigen, Inc., a Delaware corporation (the “ Corporation ” ), hereby constitute and appoint Cameron Durrant, M.D., MBA and Greg Jester, and each of them, as his true and lawful agent and attorney-in-fact of the undersigned with full power and authority in said agent and attorney-in-fact, to sign for the undersigned and in their respective names as Officers and as Directors of the Corporation a registration statement on Form S-8 (the “ Registration Statement ” ) of the Corporation to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and any amendment or amendments to such Registration Statement, relating to securities of the Corporation acquired under or to be offered under the Corporation ’ s 2012 Equity Incentive Plan, as amended, and the undersigned hereby ratify and confirm all acts taken by such agent and attorney-in-fact, as herein authorized.
 
Signature
 
Title
 
Date
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
/s/ Cameron Durrant, M.D., MBA
 
 
 
April 18, 2018
Cameron Durrant, M.D., MBA
 
Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer)
 
 
 
 
 
 
 
/s/ Greg Jester
 
 
 
April 18, 2018
Greg Jester
 
Chief Financial Officer
(Principal Financial Officer, Principal Accounting Officer)
 
 
 
 
 
 
 
/s/ Ronald Barliant
 
 
 
April 18, 2018
Ronald Barliant
 
Director
 
 
 
 
 
 
 
 
 
 
 
 
/s/ Rainer Boehm
 
 
 
April 18, 2018
Rainer Boehm
 
Director
 
 
 
 
 
 
 
 
 
 
 
 
/s/ Robert G. Savage
 
 
 
April 18, 2018
Robert G. Savage
 
Director
 
 
 
 
 
 
 
 
 
 
 
 
/s/ Timothy Morris
 
 
 
April 18, 2018
Timothy Morris
 
Director