Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 16, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | HUMANIGEN, INC. | ||
Trading Symbol | HGEN | ||
Document Type | 10-K/A | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 119,080,135 | ||
Entity Public Float | $ 84,020,909 | ||
Amendment Flag | true | ||
Amendment Description | On March 30, 2023, Humanigen, Inc. (the “Company”) filed its Annual Report on Form 10-K for the year ended December 31, 2022, or the 2022 Annual Report. The 2022 Annual Report omitted Part III, Items 10 (Directors, Executive Officers and Corporate Governance), 11 (Executive Compensation), 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), 13 (Certain Relationships and Related Transactions, and Director Independence) and 14 (Principal Accountant Fees and Services) in reliance on General Instruction G(3) to Form 10-K, which provides that such information may be either incorporated by reference from the registrant’s definitive proxy statement or included in an amendment to Form 10-K, in either case filed with the Securities and Exchange Commission, or the SEC, not later than 120 days after the end of the fiscal year.As further described in the 2022 Annual Report, we are currently engaged in exclusive negotiations relating to a proposed business combination with a privately held biopharmaceutical company and are also pursuing additional financing. In addition, as previously reported in the Company’s Current Report on Form 8-K filed on April 19, 2023, on April 18, 2023, the Nasdaq Hearings Panel (the “Panel”) granted the Company an extension until August 21, 2023, to execute its compliance plan and to demonstrate compliance with all applicable criteria for listing on The Nasdaq Capital Market, subject to the Company’s compliance with the Panel’s requirements for periodic updates relating to the status of the Company’s progress against achievement of the compliance plan presented at the April 6, 2023 hearing with the Panel. In light of these recent developments, we currently expect that our definitive proxy statement for our 2023 annual meeting of stockholders will be filed later than the 120th day after the end of the last fiscal year. Accordingly, this Amendment No. 1 to Form 10-K, or this Amendment, is being filed solely to: •amend Part III, Items 10, 11, 12, 13 and 14 of the 2022 Annual Report to include the information required by such items; •delete the reference on the cover of the 2022 Annual Report to the incorporation by reference of portions of our proxy statement into Part III of the 2022 Annual Report; •file new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Item 15 of Part IV hereof, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and •file the Company’s employment agreement with Edward Jordan, the Company’s Chief Commercial Officer, as Exhibit 10.21, as Mr. Jordan has been identified as a “named executive officer” for fiscal year 2022, as further described in Item 11 herein.Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. We are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment.Except as described above, this Amendment does not modify or update disclosure in, or exhibits to, the 2022 Annual Report. Furthermore, this Amendment does not change any previously reported financial results, nor does it reflect events occurring after the date of the 2022 Annual Report. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time the 2022 Annual Report was filed. Accordingly, this Amendment should be read in conjunction with the 2022 Annual Report and our other filings with the SEC.Unless the context indicates otherwise, the terms “Humanigen,” “we,” “us” and “our” refer to Humanigen, Inc., and its consolidated subsidiaries. This Amendment also may include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included in this report are the property of their respective owners. | ||
Entity Central Index Key | 0001293310 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-35798 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 77-0557236 | ||
Entity Address, Address Line One | 830 Morris Turnpike | ||
Entity Address, Address Line Two | 4th Floor | ||
Entity Address, City or Town | Short Hills | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07078 | ||
City Area Code | (973) | ||
Local Phone Number | 200-3100 | ||
Title of 12(b) Security | Common Stock | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | HORNE LLP | ||
Auditor Location | Ridgeland, Mississippi | ||
Auditor Firm ID | 171 |