UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~July 18, 2023

Humanigen, Inc. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Delaware
(State or other Jurisdiction of Incorporation)

001-35798

(Commission File No.)

77-0557236

(IRS Employer Identification No.)

830 Morris Turnpike, 4th Floor Short Hills, New Jersey 07078 (Address of principal executive offices and zip code) (973) 200-3010 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report)

Short Hills, New Jersey 07078 (Address of principal executive offices and zip code)

(973) 200-3010 (Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock

HGEN

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

	Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
	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.	¨

~~Emerging~~Item ~~growth~~3.01 ~~company ¨~~Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

IfAs ana ~~emerging~~result ~~growth~~of ~~company,~~the ~~indicate~~below-reported resignations of bythree ~~check~~members ~~mark~~of ifthe board of directors (the ~~registrant~~“Board”) ~~has~~of ~~elected~~Humanigen, ~~not~~Inc. to(the ~~use~~“Company”), the ~~extended~~Company ~~transition~~notified The ~~period~~Nasdaq ~~for~~Stock ~~complying~~Market of the Company’s non-compliance with ~~any~~each ~~new~~of orNasdaq ~~revised~~Rule ~~financial accounting~~5605(b)(1), ~~standards~~which ~~provided~~requires ~~pursuant~~a Nasdaq-listed company to ~~Section~~have ~~13(~~a board of directors comprised of a majority of independent directors; and Nasdaq Rule 5605(c)(2), which requires a Nasdaq-listed company to have an audit committee of the ~~Exchange~~board ~~Act.~~of ¨directors comprised of at least three independent directors meeting the eligibility requirements of that Rule.

Item 85.~~01.~~02 ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~April~~July 18, 2023, ~~Humanigen,~~John ~~Inc.~~Hohneker ~~(the~~resigned ~~“Company”)~~from the ~~was~~Board, ~~notified~~and ~~that~~on itJuly ~~had been granted an extension until August 21~~19, 2023 toCheryl ~~demonstrate~~Buxton ~~compliance~~and ~~with~~Kevin ~~all~~Xie ~~applicable~~both ~~requirements~~resigned ~~for listing~~from of the ~~Company’s~~Board, ~~common~~in ~~stock~~each oncase ~~Nasdaq~~with byimmediate ~~the~~effect. ~~Nasdaq~~The ~~Hearings~~decisions of ~~Panel~~Dr. ~~(the “Panel”)~~Hohneker, ~~subject~~Ms. toBuxton ~~the~~and ~~Company’s compliance~~Mr. ~~with~~Xie ~~the Panel’s requirements for periodic updates relating~~ to ~~the~~resign ~~status~~were ofnot the ~~Company’s~~result ~~progress against achievement~~ of ~~the~~disagreements ~~compliance~~with ~~plan~~Humanigen ~~presented~~on atany ~~the~~matter ~~April~~relating 6to Humanigen's operations, ~~2023~~policies ~~hearing~~or ~~with the Panel~~practices.

~~There~~Item ~~can~~8.01 beOther no assurance that the Company will be successful in its execution of its compliance plan or otherwise regain compliance with the applicable Nasdaq listing requirements within the extended compliance periodEvents.

~~CAUTIONARY~~Corporate ~~NOTE REGARDING FORWARD-LOOKING STATEMENTS~~Update

~~This~~The ~~Current Report on Form 8-K (“Form 8-K”) contains~~Company’s ~~forward-looking~~negotiations ~~statements~~with ~~within~~a ~~the~~privately ~~meaning~~held ofbiopharmaceutical ~~the~~company ~~Private~~relating ~~Securities~~to ~~Litigation~~a ~~Reform~~proposed ~~Act~~business ofcombination, ~~1995.~~as ~~All~~disclosed ~~statements contained~~ in ~~this~~the Company’s ~~Form 8-K that~~Quarterly doReport ~~not~~on ~~relate~~Form to10-Q ~~matters~~filed ofon ~~historical~~May ~~fact should be considered forward-looking statements~~15, ~~including~~2023, ~~but~~have ~~not limited~~ended ~~to,~~without ~~statements~~execution ~~regarding~~of ~~the~~a ~~Company’s~~definitive ~~plans~~agreement. toIn ~~regain~~addition, ~~compliance with applicable listing requirements within~~ the ~~extended~~Company ~~compliance~~has ~~period.~~been ~~These~~unsuccessful ~~forward-looking~~in ~~statements~~its ~~are~~attempt ~~subject~~ to ~~risks~~identify and ~~uncertainties,~~complete ~~including~~another ~~the~~strategic ~~important~~or ~~factors~~equity ~~discussed under~~financing ~~the~~transaction ~~caption “Risk Factors”~~ in the ~~Company’s~~first ~~Annual~~half ~~Report~~of 2023 on ~~Form 10-K for the~~ ~~year~~terms ~~ended December 31,~~sufficient ~~2022~~to ~~filed~~enable ~~with~~ the ~~U.S.~~Company ~~Securities~~to ~~and~~regain ~~Exchange~~compliance ~~Commission~~with ~~(“SEC”),~~applicable asNasdaq ~~updated~~listing inrequirements within the ~~Company’s~~extended ~~Quarterly~~compliance ~~Reports~~period onof ~~Form 10-Q~~August 21, ~~and~~2023. ~~the~~The Company’s ~~other~~further ~~filings~~has ~~with~~been ~~the~~unsuccessful ~~SEC,~~in ~~which~~raising ~~could~~debt ~~cause~~or ~~actual~~equity ~~results~~financing ~~to differ materially from those indicated by the forward-looking statements made~~ in ~~this Form 8-K. Any forward-looking statements~~sufficient ~~speak only~~amounts ~~as of the date of this Form 8-K~~ and ~~are~~ ~~based~~with acceptable onterms ~~information available~~ to ~~the~~fund ~~Company as of~~ the ~~date of this Form 8-K, and the~~ Company’s ~~assumes~~operations ~~no obligation~~going ~~to, and does not intend to, update any~~ forward~~-looking statements, whether as a result of new information, future events or otherwise~~.

In light of these developments and the matters discussed above under Item 3.01, on July 21, 2023, the Company notified the Nasdaq Hearings Panel (the “Panel”) that it does not expect to be able to demonstrate compliance with all applicable criteria for listing on The Nasdaq Capital Market by August 21, 2023, including the $1.00 minimum bid price per share requirement set forth in Nasdaq Listing Rule 5550(a)(2) and the $35 million market value of listed securities requirement set forth in Nasdaq Listing Rule 5550(b)(2). As a result, the Company received a letter on the evening of July 24, 2023 indicating that the Panel will delist the shares of the Company from the Nasdaq Capital Market and trading in the Company shares will be suspended from Wednesday, July 26, 2023. The shares will commence trading on the OTC Pink Market. The suspension from trading and delisting from the Nasdaq Capital Market likely would adversely affect the liquidity of the Company’s common stock and its ability to raise additional capital.

In light of the above, and the Company’s limited cash and cash equivalents, the Company anticipates that it will not be able to continue as a going concern and is exploring all restructuring options, which may include commencing a bankruptcy or other insolvency proceeding sometime in the third quarter of 2023. In that regard, the Company is evaluating term sheets relating to potential sales of assets in a bankruptcy proceeding. Given the Company’s lack of liquidity, any such bankruptcy filing may result in a complete or substantial loss of value for holders of our common stock.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description


104		Cover Page Interactive Data File (embedded within Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	HUMANIGEN, INC.
Dated: April 19, 2023	By:	/s/ Cameron Durrant
Dated: July 24, 2023	By:	/s/ Cameron Durrant
	Name:	Cameron Durrant
	Title:	Chairman of the Board and Chief Executive Officer

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