10-Q 1 h51021110q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

oTRANSITION 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		(IRS Employer
incorporation)		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 x No o

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 x No o

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 o		Accelerated filer o

Non-accelerated filer x		Smaller reporting company x

		Emerging growth company o

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. o

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

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 x No o

As of May 5, 2021, there were 59,083,706 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 March 31, 2021 and December 31, 2020	3

		Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2021 and 2020	4

		Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020	5

		Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 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	22

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32

	Item 4.	Controls and Procedures	32

PART II. OTHER INFORMATION			33

	Item 1.	Legal Proceedings	33

	Item 1A.	Risk Factors	33

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	67

	Item 3.	Defaults Upon Senior Securities	67

	Item 4.	Mine Safety Disclosures	67

	Item 5.	Other Information	67

	Item 6.	Exhibits	68

SIGNATURES			69

	March 31, 2021			December 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	92,892		$	67,737
Other receivable		5,010			-
Prepaid expenses and other current assets		856			475
Total current assets		98,758			68,212

Other assets		90			90
Total assets	$	98,848		$	68,302

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	43,412		$	15,366
Accrued expenses		5,698			3,175
Deferred revenue		4,145			1,874
Total current liabilities		53,255			20,415
Non-current liabilities:
Deferred revenue		4,126			2,342
Long-term debt		24,444			-
Total liabilities		81,825			22,757

Stockholders’ equity:
Common stock, $0.001 par value: 225,000,000 shares authorized at March 31, 2021 and December 31, 2020; 53,656,689 and 51,626,508 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively		54			52
Additional paid-in capital		456,966			419,923
Accumulated deficit		(439,997	)		(374,430	)
Total stockholders’ equity		17,023			45,545
Total liabilities and stockholders’ equity	$	98,848		$	68,302

	Three Months Ended March 31,
	2021			2020
Revenue:
License revenue	$	486		$	-
Total revenue		486			-

Operating expenses:
Research and development	$	59,934		$	659
General and administrative		4,948			1,398
Total operating expenses		64,882			2,057

Loss from operations		(64,396	)		(2,057	)

Other expense:
Interest expense		(19	)		(410	)
Other expense		(1,152	)		-
Net loss	$	(65,567	)	$	(2,467	)

Basic and diluted net loss per common share	$	(1.25	)	$	(0.11	)

Weighted average common shares outstanding used to calculate basic and diluted net loss per common share		52,655,756			22,854,106

	Three Months Ended March 31, 2021
					Additional					Total
	Common Stock				Paid-In		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Equity
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


	Three Months Ended March 31, 2020
										Total
					Additional					Stockholders’
	Common Stock				Paid-In		Accumulated			Equity
	Shares		Amount		Capital		Deficit			(Deficit)
Balances at January 1, 2020		22,806,890	$	22	$	270,555	$	(284,895	)	$	(14,318	)
Issuance of common stock, net of expenses		40,000		-		65		-			65
Issuance of common stock in exchange for services		5,868		-		13		-			13
Issuance of stock options for payment of compensation		-		-		133		-			133
Issuance of common stock for payment of compensation		9,599		-		19		-			19
Issuance of warrant for services		-		-		1		-			1
Stock-based compensation expense		-		-		265		-			265
Net loss		-		-		-		(2,467	)		(2,467	)
Balances at March 31, 2020		22,862,357	$	22	$	271,051	$	(287,362	)	$	(16,289	)

	As of March 31,
	2021		2020
Options to purchase common stock		4,224,111		3,420,930
Warrants to purchase common stock		51,238		66,239
Convertible debt		255,493		2,295,545
		4,530,842		5,782,714

2021	$	1,501
2022		2,218
2023		10,800
2024		13,671
2025		5,153
Total payments		33,343
Less amount representing interest		(6,655	)
Notes payable, gross		26,688
Less: Unamortized portion of EOT charge		(1,688	)
Less: Unamortized discount on notes payable		(213	)
Less: Unamortized debt issuance costs		(343	)
Long-term debt		24,444
Less current portion		-
Long-term debt, net of current portion	$	24,444

	Options			Weighted Average Exercise Price
Outstanding at January 1, 2021		3,728,149		$	5.57
Granted		758,240			16.13
Exercised		(250,242	)		(3.13	)
Cancelled (forfeited)		(11,932	)		(3.33	)
Cancelled (expired)		(104	)		(162.09	)
Outstanding at March 31, 2021		4,224,111		$	7.61

		Three Months Ended
		March 31, 2021
Exercise price		$16.07 - $17.79
Market value		$16.07 - $17.79
Expected term		6 years
Expected volatility		109%
Risk-free interest rate		1.06% - 1.08%
Expected dividend yield		-%

	Three Months Ended March 31,						Increase/ (Decrease)
(in thousands)	2021			2020			Amount			%
Revenue:
License revenue	$	486		$	-		$	486			100
Total revenue		486			-			486

Operating expenses:
Research and development		59,934			659			59,275			8,995
General and administrative		4,948			1,398			3,550			254
Total operating expenses		64,882			2,057			62,825			3,054

Loss from operations		(64,396	)		(2,057	)		62,339			3,031

Other expense:
Interest expense		(19	)		(410	)		(391	)		(95	)
Other expense		(1,152	)		-			1,152			100
Net loss	$	(65,567	)	$	(2,467	)	$	63,100			2,558

		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
10.1†	Master Services Agreement effective as of January 8, 2021 between Humanigen, Inc. and EVERSANA Life Science Services, LLC.	8-K	January 14, 2021	10.1
10.2	Amended and Restated Cooperative Research and Development Agreement, dated as of January 21, 2021, by and among the Registrant, Joint Program Executive Office for Chemical, Biological, Radiological, and Nuclear Defense and Nuclear Defense and Biomedical Advanced Research and Development Authority, Office of the Assistant Secretary for Preparedness and Response	10-K	March 10, 2021	10.19
10.3§	Loan and Security Agreement, dated March 10, 2021, by and between the Registrant and Hercules Capital, Inc.				X
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

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

	HUMANIGEN, INC.

Date: May 13, 2021	By:	/s/ Cameron Durrant
		Cameron Durrant
		Chief Executive Officer
		(Principal Executive Officer)





Date: May 13, 2021	By:	/s/ Timothy Morris
		Timothy Morris
		Chief Operating Officer and Chief Financial Officer
		(Principal Accounting and Financial Officer)