UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

☐ TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934

From the transition period from to .

Commission File Number 001-35798

Humanigen, Inc.

(Exact name of registrant as specified in its charter)

Delaware		77-0557236
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

830 Morris Turnpike, 4th Floor

Short Hills, NJ 07078

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (973) 200-3100

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on with registered
Common Stock	HGEN	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer		Accelerated filer ☐

Non-accelerated filer ☒		Smaller reporting company ☒

		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

As of May 3, 2023, there were 119,080,135 shares of common stock of the issuer outstanding.

Unless the context indicates otherwise, the terms “Humanigen,” “we,” “us” and “our” refer to Humanigen, Inc., and its consolidated subsidiaries. This report also may include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included in this report are the property of their respective owners.

TABLE OF CONTENTS

HUMANIGEN, INC.

FORM 10-Q

			Page

PART I. FINANCIAL INFORMATION			4

	Item 1.	Financial Statements (unaudited)	4

		Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022	4

		Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2023 and 2022	5

		Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022	6

		Condensed Consolidated Statements of Stockholders’ Deficit for the Three Months Ended March 31, 2023 and 2022	7

		Notes to Condensed Consolidated Financial Statements	8

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20

	Item 4.	Controls and Procedures	20

PART II. OTHER INFORMATION			21

	Item 1.	Legal Proceedings	21

	Item 1A.	Risk Factors	21

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21

	Item 3.	Defaults Upon Senior Securities	21

	Item 4.	Mine Safety Disclosures	21

	Item 5.	Other Information	22

	Item 6.	Exhibits	22

SIGNATURES			23

	March 31, 2023			December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	3,096		$	10,155
Prepaid expenses and other current assets		1,930			950
Total current assets		5,026			11,105

Other assets		90			90
Total assets	$	5,116		$	11,195

Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable	$	38,392		$	40,520
Accrued expenses		14,021			14,791
Deferred revenue		883			883
Total current liabilities		53,296			56,194
Non-current liabilities:
Deferred revenue		1,545			1,766
Total liabilities		54,841			57,960

Stockholders’ deficit:
Common stock, $0.001 par value: 225,000,000 shares authorized at
March 31, 2023 and December 31, 2022; 119,080,135 shares issued and outstanding at March 31, 2023 and December 31, 2022		119			119
Additional paid-in capital		636,147			634,925
Accumulated deficit		(685,991	)		(681,809	)
Total stockholders’ deficit		(49,725	)		(46,765	)
Total liabilities and stockholders’ deficit	$	5,116		$	11,195

	Three Months Ended March 31,
	2023			2022
Revenue:
License revenue	$	221		$	1,036
Total revenue		221			1,036

Operating expenses:
Research and development		737			17,220
General and administrative		3,719			4,345
Total operating expenses		4,456			21,565

Loss from operations		(4,235	)		(20,529	)

Other income (expense):
Interest expense		(18	)		(734	)
Other income (expense), net		71			(15	)
Net loss	$	(4,182	)	$	(21,278	)

Basic and diluted net loss per common share	$	(0.04	)	$	(0.32	)

Weighted average common shares outstanding used to calculate basic and diluted net loss per common share		119,080,135			65,590,724

	Three Months Ended March 31, 2023
					Additional					Total
	Common Stock				Paid-In		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Deficit
Balances at January 1, 2023		119,080,135	$	119	$	634,925	$	(681,809	)	$	(46,765	)
Stock-based compensation expense		-		-		1,222		-			1,222
Net loss		-		-		-		(4,182	)		(4,182	)
Balances at March 31, 2023		119,080,135	$	119	$	636,147	$	(685,991	)	$	(49,725	)

	Three Months Ended March 31, 2022
					Additional					Total
	Common Stock				Paid-In		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Deficit
Balances at January 1, 2022		64,027,629	$	64	$	587,327	$	(611,079	)	$	(23,688	)
Issuance of common stock, net of expenses		5,926,748		6		18,368		-			18,374
Stock-based compensation expense		-		-		1,543		-			1,543
Net loss		-		-		-		(21,278	)		(21,278	)
Balances at March 31, 2022		69,954,377	$	70	$	607,238	$	(632,357	)	$	(25,049	)

	As of March 31,
	2023		2022
Options to purchase common stock		7,177,605		4,712,659
Warrants to purchase common stock		31,238		31,238
Convertible debt		-		510,986
		7,208,843		5,254,883

Balance at January 1, 2023	$	2,649
Deductions for performance obligations satisfied:
In current period		(221	)
Balance at March 31, 2023	$	2,428

	Options			Weighted Average Exercise Price
Outstanding at January 1, 2023		7,472,056		$	4.23
Granted		-		$	-
Exercised		-		$	-
Cancelled (expired)		(294,451	)	$	6.43
Outstanding at March 31, 2023		7,177,605		$	4.14

	Three Months Ended March 31,						Increase/ (Decrease)
(in thousands)	2023			2022			Amount			%
Revenue:
License revenue	$	221		$	1,036		$	(815	)		(79	)
Total revenue		221			1,036			(815	)

Operating expenses:
Research and development		737			17,220			(16,483	)		(96	)
General and administrative		3,719			4,345			(626	)		(14	)
Total operating expenses		4,456			21,565			(17,109	)		(79	)

Loss from operations		(4,235	)		(20,529	)		(16,294	)		(79	)

Other income (expense):
Interest expense		(18	)		(734	)		(716	)		(98	)
Other income (expense), net		71			(15	)		(86	)		(573	)
Net loss	$	(4,182	)	$	(21,278	)	$	(17,096	)		(80	)

		Incorporated by Reference			Filed or
Exhibit No.	Exhibit Description	Form⁺	Date	Number	Furnished Herewith
3.1	Amended and Restated Certificate of Incorporation of the Registrant.	8-K	July 6, 2016	3.1
3.1.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant.	8-K	August 7, 2017	3.1
3.1.2	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant, as amended.	8-K	February 28, 2018	3.1
3.1.3	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant, as amended	8-K	September 11, 2020	3.1
3.2	Second Amended and Restated Bylaws of the Registrant.	8-K	August 7, 2017	3.2
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)or 15d-14(a) of the Securities Exchange Act of 1934, as amended.				X
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended.				X
32.1***	Certification of Chief Executive Officer pursuant to 18 U.S.C. §1350.				X
32.2***	Certification of Chief Financial Officer pursuant to 18 U.S.C. §1350.				X

101.INS		XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

	HUMANIGEN, INC.

Date: May 15, 2023	By:	/s/ Cameron Durrant
		Cameron Durrant
		Chief Executive Officer
		(Principal Executive Officer)





Date: May 15, 2023	By:	/s/ Cameron Durrant
		Cameron Durrant
		Acting Chief Financial Officer
		(Principal Accounting and Financial Officer)