Humanigen, Inc. (OTCMKTS:HGEN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On August 23, 2017, in connection with the Purchase Agreement, the Company entered into a Registration Rights Agreement (the "Registration Rights Agreement") with Aperture, to which the Company granted to Aperture certain registration rights related to the Shares issuable in accordance with the Purchase Agreement. Under the Registration Rights Agreement, the Company agreed to use its commercially reasonable efforts to prepare and file with the Securities and Exchange Commission (the "SEC") one or more registration statements for the purpose of registering the resale of the maximum Shares issuable to the Purchase Agreement (the "Registrable Securities"). The Company agreed to file the initial registration statement with the SEC within 90 days after the date of the Purchase Agreement and to use commercially reasonable efforts to cause that registration statement to be declared effective within 120 days of the date of the Purchase Agreement (180 days if the registration statement is reviewed by the SEC). The Company is also required to amend the initial registration statement or file with the SEC any additional registration statement(s) as necessary to allow the continued registered resale of all of the Registrable Securities. The Company also agreed to indemnify Aperture, its affiliates, and each person who controls Aperture against certain liabilities, including liabilities under the Securities Act.
The foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and which are incorporated herein by reference.
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Item 3.02. |
Unregistered Sales of Equity Securities. |
The information called for by this item is contained in Item 1.01, which is incorporated herein by reference in its entirety.
| Item 7.01. |
Regulation FD Disclosure. |
On August 24, 2017, the Company issued a press release announcing the financing arrangement described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished herewith as Exhibit 99.1.
As provided in General Instruction B.2 to Form 8-K, the information furnished in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act except as shall be expressly provided by specific reference in such filing. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
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Item 9.01. |
Financial Statements and Exhibits. |
(d)Exhibits
HUMANIGEN, INC ExhibitEX-4.1 2 ex4_1.htm EXHIBIT 4.1 EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”),…To view the full exhibit click here
About Humanigen, Inc. (OTCMKTS:HGEN)
Humanigen, Inc., formerly KaloBios Pharmaceuticals, Inc., is a biopharmaceutical company. The Company focuses on developing medicines for patients with neglected and rare diseases, with an ancillary focus on pediatric conditions. The Company’s product candidate is benznidazole for the treatment of Chagas disease, a parasitic illness that can lead to long-term heart, intestinal and neurological problems. It is engaged in developing monoclonal antibodies, lenzilumab, for the treatment of chronic myelomonocytic leukemia and juvenile myelomonocytic leukemia both of which are rare hematologic cancers. It is exploring development of another of its monoclonal antibodies, ifabotuzumab, for the treatment of rare solid and hematologic cancers. Its KB001-A, is a Humaneered, PEGylated, anti-PcrV modified antibody fragment (Fab) antibody developed for the prevention and treatment of Pseudomonas aeruginosa (Pa), and infections in mechanically ventilated patients and cystic fibrosis (CF). Humanigen, Inc. (OTCMKTS:HGEN) Recent Trading Information
Humanigen, Inc. (OTCMKTS:HGEN) closed its last trading session 00.00 at 1.40 with shares trading hands.