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): October 19, 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. |
Appointment of Directors
On October 19, 2021, the Board of Directors (the “Board”) of Humanigen, Inc. (the “Company”) increased the size of the Board from five to seven members and added John A. Hohneker, MD, and Y. Kevin Xie, PhD, to fill these newly-created directorships, effective immediately. Effective immediately following the filing of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021, Dr. Hohneker will become a member of both the Compensation Committee and the Nominating and Corporate Governance Committee, and Dr. Xie will chair the Audit Committee and become a member of the Compensation Committee of the Company’s Board.
Each of Drs. Hohneker and Xie will participate in the Company’s customary non-employee director compensation program, including a one-time option grant to purchase shares of common stock upon joining the Board, and quarterly retainer payments for their future Board and committee service.
There are no arrangements or understandings between either of Drs. Hohneker or Xie and any other persons pursuant to which either was elected as a director, nor have there been any related party transactions between the Company and either of them reportable under Item 404(a) of Regulation S-K.
A copy of the press release announcing the addition of Drs. Hohneker and Xie to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| 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: October 20, 2021
