UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported):
(Exact name of registrant as specified in its charter)
| (State or other Jurisdiction of Incorporation) |
(Commission File No.) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
(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 |
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. |
As previously reported in a Form 8-K filed by Humanigen, Inc. (the “Company”) on October 5, 2021, the compensation committee of the board of directors of the Company (the “Committee”) approved a program pursuant to which the Company’s executive officers and employees were offered the opportunity receive all or a portion of their base salaries for the fourth quarter of 2021 in the form of stock options. Due to adverse tax implications for participating U.S.-based employees, on November 23, 2021 the Company, with the approval of the Committee, offered participating employees the opportunity to rescind their participation in the program. Except for Dale Chappell, each of the Company’s executive officers who originally elected to participate have accepted the offer to rescind their participation in the program. As a result of such rescissions, the stock options granted on September 30, 2021 to each of Cameron Durrant, Adrian Kilcoyne and Edward Jordan have been cancelled for no consideration, and each executive will receive 100% of his base salary for the fourth quarter of 2021 in cash.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Exhibit Description |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: November 26, 2021
Cover |
Nov. 23, 2021 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Nov. 23, 2021 |
| Entity File Number | 001-35798 |
| Entity Registrant Name | Humanigen, Inc. |
| Entity Central Index Key | 0001293310 |
| Entity Tax Identification Number | 77-0557236 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 533 Airport Boulevard |
| Entity Address, Address Line Two | Suite 400 |
| Entity Address, City or Town | Burlingame |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94010 |
| City Area Code | (650) |
| Local Phone Number | 243-3100 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | HGEN |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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