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Subsequent Events
12 Months Ended
Dec. 31, 2022
Subsequent Events [Abstract]  
Subsequent Events

13. Subsequent Events

The Company has executed a non-binding letter of intent and is engaged in exclusive negotiations relating to a proposed business combination with a privately held biopharmaceutical company (the “Partner Company”). The proposed terms for the business combination contemplate a tax-free stock-for-stock merger, as a result of which Humanigen would issue shares of its capital stock to stockholders of the Partner Company which are expected to represent roughly two times the number of Humanigen’s currently outstanding shares of common stock.

 

The Company cannot assure you that Humanigen and the Partner Company will enter into a definitive agreement for the proposed transaction, and the final form and terms of any such transaction may be materially different from the terms described above. The Company’s ability to enter into a definitive agreement is subject to conditions, including that the Company has received binding commitments for investment of additional capital that will be necessary to fund the operations of the combined company going forward and enable the combined company to maintain a listing of its common stock on the Nasdaq Capital Market or another national securities exchange, as well as customary matters such as approval of the terms of the definitive agreement by the Partner Company’s board of directors and stockholders. Certain of these conditions will be out of the Company’s control. Accordingly, the Company cannot provide any assurance that it will effect the proposed business combination and related financing transactions. If the Company is unable to complete the proposed transactions or identify and complete another strategic or financing transaction in the first half of 2023, the Company may elect or be required to pursue a reorganization or seek other protection under the federal bankruptcy code.

 

See “Risk Factors” beginning on page 22 of this Form 10-K for further discussion of the risks surrounding the proposed transaction and the Company.