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): September 30, 2021
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 |
| Common Stock | HGEN | The Nasdaq Stock Market LLC |
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 30, 2021, the compensation committee of the board of directors of Humanigen, Inc. (the “Company”) offered the Company’s executive officers and employees the opportunity receive all or a portion of their base salaries for the fourth quarter of 2021 in the form of stock options, in an effort to conserve cash and to provide additional incentives for achievement of the Company’s near term objectives. The following executive officers elected to receive such stock options in lieu of such cash compensation for the fourth quarter of 2021:
| Name and Principal Position | Number of Shares Underlying Grant (#)(1) | 4th Quarter Base Salary Paid in Stock Options (percentage of quarterly amount) |
Dr. Cameron Durrant Chairman and Chief Executive Officer | 17,660 | $79,959 (50%) |
Dr. Dale Chappell Chief Scientific Officer | 22,626 | $102,433 (100%) |
Dr. Adrian Kilcoyne Chief Medical Officer | 5,863 | $26,646 (25%) |
Edward Jordon Chief Commercial Officer | 4,966 | $22485 (25%) |
(1) All options granted have an exercise price equal to $5.93, the closing price of Humanigen’s common stock on the September 30, 2021 grant date, and vest in three ratable installments on each of October 31, 2021, November 30, 2021 and December 31, 2021.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | | Exhibit Description |
| | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: October 5, 2021
