HUMANIGEN, INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


	FORM 10-Q

(Mark One)
	☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2021
OR
	☐	TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934
From the transition period from __________ to __________
Commission File Number 001-35798


	Humanigen, Inc.
	(Exact name of registrant as specified in its charter)

Delaware		77-0557236
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)
533 Airport Boulevard, Suite 400 Burlingame, CA 94010
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (650) 243-3100

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on with registered
Common Stock	HGEN	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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:

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

As of November 9, 2021, there were 63,818,233 shares of common stock of the issuer outstanding.

TABLE OF CONTENTS

HUMANIGEN, INC.

FORM 10-Q

	Page

PART I.FINANCIAL INFORMATION	3

Item 1.Financial Statements (unaudited)	3

Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020	3

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2021 and 2020	4

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020	5

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2021 and 2020	6

Notes to Condensed Consolidated Financial Statements	7

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28

	Item 4.	Controls and Procedures	28

PART II. OTHER INFORMATION			30

	Item 1.	Legal Proceedings	30

	Item 1A.	Risk Factors	30

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	59

	Item 3.	Defaults Upon Senior Securities	59

	Item 4.	Mine Safety Disclosures	59

	Item 5.	Other Information	59

	Item 6.	Exhibits	60

SIGNATURES			61

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.Financial Statements

Humanigen, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share data)

(Unaudited)

	September 30, 2021			December 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	76,500		$	67,737
Prepaid expenses and other current assets		1,347			475
Total current assets		77,847			68,212

Other assets		90			90
Total assets	$	77,937		$	68,302

Liabilities and stockholders’ equity (deficit)
Current liabilities:
Accounts payable	$	45,962		$	15,366
Accrued expenses		18,602			3,175
Deferred revenue		4,145			1,874
Total current liabilities		68,709			20,415
Non-current liabilities:
Deferred revenue		2,054			2,342
Long-term debt		24,818			-
Total liabilities		95,581			22,757

Stockholders’ equity (deficit):
Common stock, $0.001 par value: 225,000,000 shares authorized at September 30, 2021 and December 31, 2020; 60,017,333 and 51,626,508 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		60			52
Additional paid-in capital		559,835			419,923
Accumulated deficit		(577,539	)		(374,430	)
Total stockholders’ equity (deficit)		(17,644	)		45,545
Total liabilities and stockholders’ equity (deficit)	$	77,937		$	68,302

See accompanying notes.

Table of Contents

Humanigen, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except share and per share data)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Revenue:
License revenue	$	1,036		$	-		$	2,558		$	-
Total revenue		1,036			-			2,558			-

Operating expenses:
Research and development		60,811			22,416			183,757			44,218
General and administrative		6,204			8,331			19,228			11,685
Total operating expenses		67,015			30,747			202,985			55,903

Loss from operations		(65,979	)		(30,747	)		(200,427	)		(55,903	)

Other expense:
Interest expense		(751	)		(3	)		(1,516	)		(1,336	)
Other expense, net		(9	)		(1	)		(1,166	)		(1	)
Net loss	$	(66,739	)	$	(30,751	)	$	(203,109	)	$	(57,240	)

Basic and diluted net loss per common share	$	(1.12	)	$	(0.71	)	$	(3.56	)	$	(1.79	)

Weighted average common shares outstanding used to calculate basic and diluted net loss per common share		59,486,626			43,490,071			56,997,039			32,041,790

See accompanying notes.

Table of Contents

Humanigen, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

	Nine Months Ended September 30,
	2021			2020
Operating activities:
Net loss	$	(203,109	)	$	(57,240	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation expense		3,815			1,634
Non-cash interest expense related to debt financing		374			706
Issuance of common stock for payment of compensation		-			78
Issuance of common stock in exchange for services		-			212
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(872	)		(309	)
Accounts payable		30,596			3,697
Accrued expenses		15,427			5,065
Deferred revenue		1,983			-
Net cash used in operating activities		(151,786	)		(46,157	)

Investing activities:
Purchase of intangible assets		-			(20	)
Net cash used in investing activities		-			(20	)

Financing activities:
Net proceeds from issuance of common stock		134,140			139,760
Proceeds from exercise of stock options		1,965			572
Net proceeds from issuance of long-term debt		24,444			10
Net proceeds from issuance of convertible notes		-			467
Net proceeds from issuance of PPP loan		-			83
Net proceeds from issuance of bridge notes		-			350
Payments on PPP loan		-			(83	)
Payments on bridge notes		-			(2,400	)
Payments on convertible notes		-			(518	)
Payments on notes payable to vendors		-			(776	)
Net cash provided by financing activities		160,549			137,465

Net increase in cash and cash equivalents		8,763			91,288
Cash and cash equivalents, beginning of period		67,737			143
Cash and cash equivalents, end of period	$	76,500		$	91,431

Supplemental cash flow disclosure:
Cash paid for interest	$	961		$	671
Supplemental disclosure of non-cash investing and financing activities:
Issuance of stock options in lieu of cash compensation	$	-		$	180
Issuance of warrants for services	$	-		$	2,066
Conversion of notes payable and related accrued interest and fees to common stock	$	-		$	4,316

See accompanying notes.

Table of Contents

Humanigen, Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share data)

(Unaudited)

	Three and Nine Months Ended September 30, 2021
										Total
					Additional					Stockholders’
	Common Stock				Paid-In		Accumulated			Equity
	Shares		Amount		Capital		Deficit			(Deficit)
Balances at January 1, 2021		51,626,508	$	52	$	419,923	$	(374,430	)	$	45,545
Issuance of common stock, net of expenses		1,796,858		2		36,104		-			36,106
Issuance of common stock upon option exercise		233,323		-		429		-			429
Stock-based compensation expense		-		-		510		-			510
Net loss		-		-		-		(65,567	)		(65,567	)
Balances at March 31, 2021		53,656,689		54		456,966		(439,997	)		17,023
Issuance of common stock, net of expenses		5,427,017		5		94,167		-			94,172
Issuance of common stock upon option exercise		319,153		-		1,432		-			1,432
Stock-based compensation expense		-		-		1,871		-			1,871
Net loss		-		-		-		(70,803	)		(70,803	)
Balances at June 30, 2021		59,402,859		59		554,436		(510,800	)		43,695
Issuance of common stock, net of expenses		600,933		1		3,861		-			3,862
Issuance of common stock upon option exercise		13,541		-		104		-			104
Stock-based compensation expense		-		-		1,434		-			1,434
Net loss		-		-		-		(66,739	)		(66,739	)
Balances at September 30, 2021		60,017,333	$	60	$	559,835	$	(577,539	)	$	(17,644	)

		Three and Nine Months Ended September 30, 2020