Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously disclosed, on August 24, 2022, Humanigen, Inc. (the "Company"),
received a letter from the Listing Qualifications Department (the "Staff") of
The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that it was not in
compliance with Nasdaq Listing Rule 5550(a)(2), as the minimum bid price of the
Company's common stock has been below $1.00 per share for 30 consecutive
business days. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company
was granted a period of 180 calendar days, or until February 20, 2023, to regain
compliance with the minimum bid price requirement.
On February 21, 2023, the Company received a letter from the Staff of Nasdaq
notifying the Company that it had not regained compliance with the minimum bid
price requirement as of February 20, 2023 and that it was not eligible for a
second 180 day extension period. The Nasdaq Staff's letter specifically noted
that the Company does not comply with the stockholders' equity initial listing
requirement for The Nasdaq Capital Market. The total market value of the
Company's listed securities also remains below the $35 million requirement for
continued listing on The Nasdaq Capital Market.
The Nasdaq Staff's letter informed the Company that, unless the Company were to
request a hearing - which the Company intends to do - before a Nasdaq Hearings
Panel (the "Panel") to appeal Nasdaq's delisting determination by 4:00 p.m.
Eastern Time on February 28, 2023, the Company's securities would be suspended
from trading on and delisted from The Nasdaq Capital Market at the opening of
business on March 2, 2023.
The Company plans to timely request a hearing before the Panel, which request
will stay any further suspension or delisting action by Nasdaq pending
completion of the hearing process and the expiration of any extension period
that may be granted by the Panel, not to exceed 180 days from February 21, 2023.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K ("Form 8-K") contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. All
statements contained in this Form 8-K that do not relate to matters of
historical fact should be considered forward-looking statements, including, but
not limited to, statements regarding the Company's intent to request a hearing
before a Nasdaq Hearings Panel. The Company's actual results and the timing of
events could differ materially from those anticipated in such forward-looking
statements as a result of these risks and uncertainties, including the risk that
the Company may not be successful in its appeal to the Panel, the risk that the
Company may not otherwise meet the requirements for continued listing under the
Nasdaq Listing Rules, the risk that the Panel may not grant the Company time to
implement a corrective plan presented before the Panel or relief from a
delisting determination, and the risk that the Company may not ultimately meet
applicable Nasdaq requirements if any such relief were granted, among other
risks and uncertainties. These and other important factors discussed under the
caption "Risk Factors" in the Company's Annual Report on Form 10-K for the year
ended December 31, 2021 filed with the U.S. Securities and Exchange Commission
("SEC"), as updated in the Company's Quarterly Reports on Form 10-Q, and the
Company's other filings with the SEC, could cause actual results to differ
materially from those indicated by the forward-looking statements made in
this Form 8-K. Any forward-looking statements speak only as of the date of
this Form 8-K and are based on information available to the Company as of the
date of this Form 8-K, and the Company assumes no obligation to, and does not
intend to, update any forward-looking statements, whether as a result of new
information, future events or otherwise.
Item 8.01. Other Events.
On February 21, 2023, the Company and Avid Bioservices, Inc. ("Avid") entered
into a Settlement Agreement (the "Settlement Agreement") providing for a
conditional resolution of certain previously reported disputes between the
Company and Avid arising pursuant to the commercial agreements between the two
parties (collectively, the "Lenzilumab Disputes").
Pursuant to the Settlement Agreement, the Company made a one-time payment of
$3.0 million to Avid (the "Settlement Payment"). In addition, the parties
mutually agreed that, effective upon the expiration of 120 days from the date of
the Settlement Agreement and only if Humanigen has not by such date filed for or
been placed into bankruptcy or commenced an assignment for the benefit of
creditors or other insolvency proceeding, the parties will dismiss the pending
Lenzilumab Disputes and release and discharge each other from all existing
claims, demands, causes of actions, charges and grievances of any kind arising
out of, or relating to, the Lenzilumab Disputes and the commercial agreements
between the parties, which were terminated in accordance with their respective
terms.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
104 Cover Page Interactive Data File (embedded within Inline XBRL document).
© Edgar Online, source Glimpses
HUMANIGEN, INC. 
