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, 2022

☐ TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934

For 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		(IRS Employer
incorporation)		Identification No.)

830 Morris Turnpike, 4th Floor

Short Hills, NJ 07078

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (973) 200-3100

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, 2022, there were 119,080,135 shares of common stock of the issuer outstanding.

Unless the context indicates otherwise, the terms “Humanigen,” “we,” “us” and “our” refer to Humanigen, Inc., and its consolidated subsidiaries. This report 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.

TABLE OF CONTENTS

HUMANIGEN, INC.

FORM 10-Q

			Page

PART I. FINANCIAL INFORMATION			4

	Item 1.	Financial Statements (unaudited)	4

		Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021	4

		Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021	5

		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021	6

		Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2022 and 2021	7

		Notes to Condensed Consolidated Financial Statements	8

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

	Item 4.	Controls and Procedures	25

PART II. OTHER INFORMATION			26

	Item 1.	Legal Proceedings	26

	Item 1A.	Risk Factors	26

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

	Item 3.	Defaults Upon Senior Securities	29

	Item 4.	Mine Safety Disclosures	29

	Item 5.	Other Information	29

	Item 6.	Exhibits	30

SIGNATURES			31

	September 30, 2022			December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	24,725		$	70,016
Prepaid expenses and other current assets		1,153			955
Total current assets		25,878			70,971

Other assets		90			90
Total assets	$	25,968		$	71,061

Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable	$	53,340		$	44,698
Accrued expenses		22,163			19,882
Deferred revenue		884			4,145
Total current liabilities		76,387			68,725
Non-current liabilities:
Deferred revenue		1,986			1,018
Long-term debt, net of current portion		-			25,006
Total liabilities		78,373			94,749

Stockholders’ deficit:
Common stock, $0.001 par value: 225,000,000 shares authorized at
September 30, 2022 and December 31, 2021; 119,080,135 and 64,027,629 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively		119			64
Additional paid-in capital		633,675			587,327
Accumulated deficit		(686,199	)		(611,079	)
Total stockholders’ deficit		(52,405	)		(23,688	)
Total liabilities and stockholders’ deficit	$	25,968		$	71,061

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Revenue:
License revenue	$	221		$	1,036		$	2,293		$	2,558
Total revenue		221			1,036			2,293			2,558

Operating expenses:
Research and development		18,929			60,811			62,587			183,757
General and administrative		4,013			6,204			12,307			19,228
Total operating expenses		22,942			67,015			74,894			202,985

Loss from operations		(22,721	)		(65,979	)		(72,601	)		(200,427	)

Other income (expense):
Interest expense		(1,298	)		(751	)		(2,800	)		(1,516	)
Other income (expense), net		326			(9	)		281			(1,166	)
Net loss	$	(23,693	)	$	(66,739	)	$	(75,120	)	$	(203,109	)

Basic and diluted net loss per common share	$	(0.23	)	$	(1.12	)	$	(0.95	)	$	(3.56	)

Weighted average common shares outstanding used to
calculate basic and diluted net loss per common share		101,422,027			59,486,626			79,179,209			56,997,039

	Three and Nine Months Ended September 30, 2022
										Total
					Additional					Stockholders’
	Common Stock				Paid-In		Accumulated			Equity
	Shares		Amount		Capital		Deficit			(Deficit)
Balances at January 1, 2022		64,027,629	$	64	$	587,327	$	(611,079	)	$	(23,688	)
Issuance of common stock, net of expenses		5,926,748		6		18,368		-			18,374
Stock-based compensation expense		-		-		1,543		-			1,543
Net loss		-		-		-		(21,278	)		(21,278	)
Balances at March 31, 2022		69,954,377		70		607,238		(632,357	)		(25,049	)
Issuance of common stock, net of expenses		1,288,561		1		3,474		-			3,475
Stock-based compensation expense		-		-		1,635		-			1,635
Net loss		-		-		-		(30,149	)		(30,149	)
Balances at June 30, 2022		71,242,938		71		612,347		(662,506	)		(50,088	)
Issuance of common stock, net of expenses		47,837,197		48		19,946		-			19,994
Stock-based compensation expense		-		-		1,382		-			1,382
Net loss		-		-		-		(23,693	)		(23,693	)
Balances at September 30, 2022		119,080,135	$	119	$	633,675	$	(686,199	)	$	(52,405	)

	As of September 30,
	2022		2021
Options to purchase common stock		8,291,826		4,144,864
Warrants to purchase common stock		31,238		31,238
Convertible debt		-		510,986
		8,323,064		4,687,088

Balance at January 1, 2022	$	5,163
Deductions for performance obligations satisfied:
In current period		(2,293	)
Balance at September 30, 2022	$	2,870

	Options			Weighted Average Exercise Price
Outstanding at January 1, 2022		4,429,906		$	7.89
Granted		4,708,969		$	0.57
Exercised		-		$	-
Cancelled (forfeited)		(820,024	)	$	4.37
Cancelled (expired)		(27,025	)	$	13.64
Outstanding at September 30, 2022		8,291,826		$	4.06

	Nine Months Ended
	September 30, 2022
Exercise price	$0.38 - $2.99
Market value	$0.38 - $2.99
Expected term	6 years
Expected volatility	104% - 109%
Risk-free interest rate	1.59% - 2.89%
Expected dividend yield	0%

	Three Months Ended September 30,						Increase/ (Decrease)						Nine Months Ended September 30,						Increase/ (Decrease)
(in thousands)	2022			2021			Amount			%			2022			2021			Amount			%
Revenue:
License revenue	$	221		$	1,036		$	(815	)		(79	)	$	2,293		$	2,558		$	(265	)		(10	)
Total revenue		221			1,036			(815	)					2,293			2,558			(265	)

Operating expenses:
Research and development		18,929			60,811			(41,882	)		(69	)		62,587			183,757			(121,170	)		(66	)
General and administrative		4,013			6,204			(2,191	)		(35	)		12,307			19,228			(6,921	)		(36	)
Total operating expenses		22,942			67,015			(44,073	)		(66	)		74,894			202,985			(128,091	)		(63	)

Loss from operations		(22,721	)		(65,979	)		(43,258	)		(66	)		(72,601	)		(200,427	)		(127,826	)		(64	)

Other income (expense):
Interest expense		(1,298	)		(751	)		547			73			(2,800	)		(1,516	)		1,284			85
Other income (expense), net		326			(9	)		(335	)		(3,722	)		281			(1,166	)		(1,447	)		(124	)
Net loss	$	(23,693	)	$	(66,739	)	$	(43,046	)		(64	)	$	(75,120	)	$	(203,109	)	$	(127,989	)		(63	)

	Three Months Ended Septmber 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
External Costs
Lenzilumab	$	18,553	$	59,950	$	60,972	$	181,089
Ifabotuzumab		138		25		321		75
Internal costs		238		836		1,294		2,593
Total research and development	$	18,929	$	60,811	$	62,587	$	183,757

		Incorporated by Reference			Filed or
Exhibit No.	Exhibit Description	Form⁺	Date	Number	Furnished Herewith
3.1	Amended and Restated Certificate of Incorporation of the Registrant.	8-K	July 6, 2016	3.1
3.1.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant.	8-K	August 7, 2017	3.1
3.1.2	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant, as amended.	8-K	February 28, 2018	3.1
3.1.3	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant, as amended	8-K	September 11, 2020	3.1
3.2	Second Amended and Restated Bylaws of the Registrant.	8-K	August 7, 2017	3.2
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)or 15d-14(a) of the Securities Exchange Act of 1934, as amended.				X
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended.				X
32.1***	Certification of Chief Executive Officer pursuant to 18 U.S.C. §1350.				X
32.2***	Certification of Chief Financial Officer pursuant to 18 U.S.C. §1350.				X

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	HUMANIGEN, INC.

Date: November 14, 2022	By:	/s/ Cameron Durrant
		Cameron Durrant
		Chief Executive Officer
		(Principal Executive Officer)





Date: November 14, 2022	By:	/s/ Cameron Durrant
		Cameron Durrant
		Acting Chief Financial Officer
		(Principal Accounting and Financial Officer)