UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 20, 2020
Humanigen, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35798 | 77-0557236 |
|
(State or other Jurisdiction of
Incorporation) |
(Commission File No.) |
(IRS Employer Identification No.)
|
533 Airport Boulevard, Suite 400
Burlingame, CA 94010
(Address of principal executive offices, including zip code)
(650) 243-3100
(Registrant’s telephone number, including area code)
(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 (see General Instruction A.2):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 13(a) of the Exchange Act. ¨
| Item 1.01. | Entry into a Material Definitive Agreement |
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
As previously reported, on June 28, 2019, Humanigen, Inc. (the “Company”) made three short-term, secured bridge notes (the “Notes”) evidencing an aggregate of $1.7 million of loans made to the Company by three parties: Cheval Holdings, Ltd., an affiliate of Black Horse Capital, L.P., the Company’s controlling stockholder, lent $750,000; Nomis Bay LTD, the Company’s second largest stockholder, lent $750,000; and Cameron Durrant, M.D., MBA, the Company’s Chief Executive Officer and Chairman of the Board of Directors, lent $200,000.
On October 8, 2019, the Company and the lenders agreed to extend the maturity date of the Notes from October 1, 2019 until December 31, 2019 and to waive any prior default up to and including the date of the amendment.
On November 12, 2019, the Company made two additional Notes evidencing an aggregate of $350,000 of further loans made to the Company by two parties: Cheval Holdings, Ltd., an affiliate of Black Horse Capital, L.P., the Company’s controlling stockholder, lent $250,000; and Cameron Durrant, M.D., MBA, the Company’s Chief Executive Officer and Chairman of the Board of Directors, lent $100,000.
On December 30, 2019, the Company and the lenders agreed to further extend the maturity date of the Notes until March 31, 2020.
On March 20, 2020, the Company and the lenders agreed to further extend the maturity date of the Notes until December 31, 2020. No other changes to the terms of the Notes were made in connection with the extensions of the maturity date.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Humanigen, Inc. | |||
| By: | /s/ Cameron Durrant | ||
|
Name: Cameron Durrant
Title: Chairman of the Board and Chief Executive Officer |
|||
Dated: March 23, 2020
Exhibit 10.1
Humanigen, Inc.
533 Aiport Blvd., Suite 400
Burlingame, CA 94010
March 20, 2020
[Name and Address of Lender]
| Re: | Amendment Number 3 to Secured Bridge Note |
Dear [Name of Lender]:
Reference is made to the Secured Bridge Note (the “Note”), dated as of June 28, 2019 and as amended on October 8, 2019 and December 30, 2019, by and between Humanigen, Inc. (the “Borrower”) and [ ] (the “Lender”), pursuant to which the Lender loaned to the Borrower the original principal amount of $[ ]. Capitalized terms used but not defined herein have the meanings given to them in the Note.
Pursuant to our prior discussions, the Borrower desires to amend the Note to extend the Maturity Date from March 31, 2020 to December 31, 2020 and the Lender agrees with this Amendment.
Further Lender and Borrower hereby agree as follows:
1. Except as specifically provided in this amendment and as the context of this amendment otherwise may require to give effect to the intent and purposes of this amendment, the Note shall remain in full force and effect without any other amendments or modifications.
2. This amendment may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
3. This amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof.
[Signature Page Follows]
| Very truly yours, | ||
| HUMANIGEN, INC. | ||
| By: |
| Name: [Name of Board Member or Executive Officer] | ||
| Title: [Title of Board Member or Executive Officer] |
ACKNOWLEDGED AND AGREED:
[Name of Lender]
| By: |
| Name: [Name of Authorized Representative of Lender] |
Exhibit 10.2
Humanigen, Inc.
533 Aiport Blvd., Suite 400
Burlingame, CA 94010
March 20, 2020
[Name and Address of Lender]
| Re: | Amendment Number 2 to Secured Bridge Note |
Dear [Name of Lender]:
Reference is made to the Secured Bridge Note (the “Note”), dated as of November 12 and as amended on December 6, 2019, by and between Humanigen, Inc. (the “Borrower”) and [ ] (the “Lender”), pursuant to which the Lender loaned to the Borrower the original principal amount of $[ ]. Capitalized terms used but not defined herein have the meanings given to them in the Note.
Pursuant to our prior discussions, the Borrower desires to amend the Note to extend the Maturity Date from March 31, 2020 to December 31, 2020 and the Lender agrees with this Amendment.
Further Lender and Borrower hereby agree as follows:
1. Except as specifically provided in this amendment and as the context of this amendment otherwise may require to give effect to the intent and purposes of this amendment, the Note shall remain in full force and effect without any other amendments or modifications.
2. This amendment may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
3. This amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof.
[Signature Page Follows]
| Very truly yours, | ||
| HUMANIGEN, INC. | ||
| By: |
| Name: [Name of Board Member or Executive Officer] | ||
| Title: [Title of Board Member or Executive Officer] |
ACKNOWLEDGED AND AGREED:
[Name of Lender]
| By: |
| Name: [Name of Authorized Representative of Lender] |