Humanigen Announces One-for-Five Reverse Stock Split; Reverse Split Facilitates Potential Uplisting to Nasdaq
Humanigen, Inc. announced a 1-for-5 reverse stock split set to take effect on September 11, 2020, following shareholder approval on July 29, 2020. This split will reduce the outstanding shares from approximately 211 million to about 42 million, maintaining the current authorized shares at 225 million. The move aims to satisfy Nasdaq listing requirements and make additional shares available for future issuance. Trading under the symbol HGEN will continue, with the new CUSIP number assigned. No fractional shares will be issued; cash payments will be provided for such shares.
- Facilitates compliance with Nasdaq Capital Market listing requirements.
- Reduces outstanding shares significantly, potentially increasing per-share value.
- Maintains authorized shares at 225 million, allowing for future capital raises.
- None.
BURLINGAME, CA / ACCESSWIRE / September 4, 2020 / Humanigen, Inc. (OTCQB:HGEN) ("Humanigen"), a clinical stage biopharmaceutical company focused on preventing and treating an immune hyper-response called ‘cytokine storm' with lenzilumab, the company's proprietary Humaneered® anti-human granulocyte macrophage-colony stimulating factor (GM-CSF) monoclonal antibody, announced that its board of directors has determined to effect a 1-for-5 reverse split of its outstanding shares of common stock. The company had previously disclosed that, on July 29, 2020, holders of a majority of the company's outstanding shares of common stock had consented to a possible reverse stock split and granted the board the authority to determine the exact split ratio, within a specified range, at any time prior to July 29, 2021.
Subject to completion of all required regulatory reviews, the reverse stock split is expected to occur at 4:30 p.m. Eastern Time on September 11, 2020, with trading expected to begin on a split-adjusted basis on the OTCQB Venture Market at the market open on September 14, 2020. Trading in the common stock will continue under the symbol "HGEN" but the security will be assigned a new CUSIP number.
The reverse stock split is intended to enable the company to achieve several important corporate objectives, including enabling the company to satisfy the minimum bid price requirement in connection with the company's application to list its common stock on the Nasdaq Capital Market and making additional shares of common stock available for future issuance.
When the reverse stock split becomes effective, every 5 shares of the company's issued and outstanding common stock will be automatically combined into one issued and outstanding share of common stock without any change in the par value per share or the total number of authorized shares. This will reduce the number of outstanding shares of the company's common stock from approximately 211 million shares to approximately 42 million shares.
No fractional shares will be issued in connection with the reverse stock split. Stockholders of record otherwise entitled to receive a fractional share as a result of the reverse stock split will receive a cash payment in lieu of such fractional shares. Stockholders of record holding shares in book-entry form will not need to take any action to receive post-reverse split shares. Stockholders of record holding some or all of their shares in certificate form will receive instructions from the company's exchange agent, Computershare, as to how to exchange existing stock certificates for book-entry statements representing the post-reverse split shares. With respect to stockholders holding shares in "street name" (i.e., through a bank, broker, custodian or other nominee), banks, brokers, custodians, or other nominees will be instructed to effect the reverse stock split for their beneficial holders.
Following the approval of the reverse stock split, the Humanigen Board of Directors no longer expects to pursue the proposed amendment to the company's charter to increase the number of authorized shares of common stock, which will remain at 225,000,000. In addition, the number of shares reserved for issuance pursuant to the Humanigen, Inc. 2020 Omnibus Incentive Compensation Plan, or the 2020 Plan, also approved by stockholders on July 29, 2020, will be reduced from 35,000,000 to 7,000,000 shares at the effective date of the reverse stock split.
Additional information regarding the reverse stock split and the 2020 Plan can be found in the company's definitive information statement filed with the Securities and Exchange Commission on August 14, 2020, a copy of which is available at www.sec.gov.
About Humanigen, Inc.
Humanigen, Inc. is developing its portfolio of clinical and pre-clinical therapies for the treatment of cancers and infectious diseases via its novel, cutting-edge GM-CSF neutralization and gene-knockout platforms. We believe that our GM-CSF neutralization and gene-editing platform technologies have the potential to reduce the inflammatory cascade associated with coronavirus infection. The company's immediate focus is to prevent or minimize the cytokine release syndrome that precedes severe lung dysfunction and ARDS in serious cases of SARS-CoV-2 infection. The company is also focused on creating next-generation combinatory gene-edited CAR-T therapies using strategies to improve efficacy while employing GM-CSF gene knockout technologies to control toxicity. In addition, the company is developing its own portfolio of proprietary first-in-class EphA3-CAR-T for various solid cancers and EMR1-CAR-T for various eosinophilic disorders. The company is also exploring the effectiveness of its GM-CSF neutralization technologies (either through the use of lenzilumab as a neutralizing antibody or through GM-CSF gene knockout) in combination with other CAR-T, bispecific or natural killer (NK) T cell engaging immunotherapy treatments to break the efficacy/toxicity linkage, including to prevent and/or treat graft-versus-host disease (GvHD) in patients undergoing allogeneic hematopoietic stem cell transplantation (HSCT). Additionally, Humanigen and Kite, a Gilead Company, are evaluating lenzilumab in combination with Yescarta® (axicabtagene ciloleucel) in patients with relapsed or refractory large B-cell lymphoma in a clinical collaboration. For more information, visit www.humanigen.com.
Forward-Looking Statements
This release contains forward-looking statements. Forward-looking statements reflect management's current knowledge, assumptions, judgment and expectations regarding future performance or events. Although management believes that the expectations reflected in such statements are reasonable, they give no assurance that such expectations will prove to be correct and you should be aware that actual events or results may differ materially from those contained in the forward-looking statements. Words such as "will," "expect," "intend," "plan," "potential," "possible," "goals," "accelerate," "continue," and similar expressions identify forward-looking statements, including, without limitation, statements regarding the timing for the reverse stock split and potential approval to list our common stock on Nasdaq, and statements regarding the intended purposes and effectiveness of lenzilumab and other technologies in our current pipeline. Forward-looking statements are subject to a number of risks and uncertainties including, but not limited to, the risks inherent in our lack of profitability and need for additional capital to conduct the Phase III study and grow our business; our dependence on partners to further the development of our product candidates; the uncertainties inherent in the development and launch of any new pharmaceutical product; the outcome of pending or future litigation; and the various risks and uncertainties described in the "Risk Factors" sections and elsewhere in the Company's periodic and other filings with the Securities and Exchange Commission.
All forward-looking statements are expressly qualified in their entirety by this cautionary notice. You should not place undue reliance on any forward-looking statements, which speak only as of the date of this release. We undertake no obligation to revise or update any forward-looking statements made in this press release to reflect events or circumstances after the date hereof or to reflect new information or the occurrence of unanticipated events, except as required by law.
CONTACT:
Victoria Meissner, MD
Westwicke, an ICR company
victoria.meissner@westwicke.com
646-677-1837
SOURCE: Humanigen, Inc.
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FAQ
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