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There are Excluded Assets in the sale.
"1.2 Excluded Assets. Notwithstanding anything to the contrary in this Agreement, in
no event shall Seller sell, transfer, assign, convey or deliver, or be deemed to sell, transfer, assign,
convey or deliver, and Seller shall retain, all right, title and interest to, in and under any assets
other than the Acquired Assets (collectively, the “Excluded Assets”) including such right, title or
interest in the following:
(g) except with respect to the Foreign Subsidiary, all shares of capital stock,
limited liability company interests, or other equity interests of Seller and each of its respective
Subsidiaries or securities convertible into, exchangeable or exercisable for any such shares of
capital stock, limited liability company interests, or other equity interests;"
pp 45-46/95
https://document.epiq11.com/document/getdocumentsbydocket/?docketId=1061258&projectCode=HUM&docketNumber=155&source=DM
So I disagree with TwongStocks saying that Taran will not be acquiring any equity of HGENQ. I think the above says, in effect, that Taran WILL be acquiring HGEN shares held by Dale's entities.
I think this is saying that shares in HGEN stock are excluded from the the sale to Taran, EXCEPT for those shares held by Dale's entities. I could be wrong, this is a lot of information to process in a compressed time. But it is my best interpretation of what this means. I just hope that the conclusion of the bankruptcy brings about the recall of the loaned shares, and perhaps a bit of additional news.
I think the brokerages could buy-in their customers who are short, without needing current filings, based just on a recall of the loaned shares. The thing is, for me, I just think we are about to see movement on multiple fronts, including an uplisting. So we may, or may not, need news to get the most out of the recall or the uplisting. The delinquent filings could already be completed. We don't have enough details to be able to draw conclusions now. I wouldn't even be speculating at all, if it wasn't for a legitimate concern about the Asset Purchase Agreement. Going that route instead of a buyout never caused me any concern, but I can understand that others can be concerned about that.
I still think we'll have news about a partnership with Novavax, and I still think that an $8B market cap for Humanigen is feasible. And to go even further out on a limb, I still think that Astra-Zeneca could be looking at using lenz with their Covishield vaccine, not just with their and Gracell's CAR-T.
https://www.astrazeneca.com/media-centre/press-releases/2023/astrazeneca-to-acquire-gracell-furthering-cell-therapy-ambition-across-oncology-and-autoimmune-diseases.html
https://en.wikipedia.org/wiki/Oxford%E2%80%93AstraZeneca_COVID-19_vaccine
sosjtb,
The question is, what is Humanigen's most valuable asset? I think, for the very near term, it is having a float of 229M shares, which is 110M more shares in the market, than the company has issued. These shares are controlled by Dale's entities, which I view as our financing arm, and as we know, these shares are currently virtually worthless.
But the Asset Purchase Agreement, versus a Buy-Out, does not represent Durrant abandoning those shares, which have been loaned out. They are significantly beneficially owned by Humanigen. I think Humanigen owns 110M of those shares. So it may be that the recall of the loaned shares may be announced by Dale, if not Durrant.
Once, or as, the loaned shares have been recalled, I think we could announce a stock-for-stock merger or business consolidation with Novavax. That will then become our most valuable asset, as it could result in billions of annual revenue dollars, assuming that lenz was integrated into the Novavax prototype vaccine.
I feel like you're calling cadence, and have just ordered the first row of troops to execute a "to the rear, march" command. I certainly feel that positing what I have just sequenced is a dramatic change in course.
The share structure remains intact. You have 4.1M shares of HGENQ now, and you'll still have 4.1M shares of HGEN once the bankruptcy has closed (which will drop the Q suffix).
Yes, the deadline to get this wrapped up is Tuesday.
Thank you for that, bencozey. I have followed this company since 2015, when they were known as Kalobios, and issued the first recall of their loaned shares. A few weeks after they became Humanigen in 2017, I bought and have maintained a small position here. In 2022 and 2023, I discontinued selling shares, but continued to add as I could. So I'm really looking forward to the recall of their loaned shares, and seeing my open sell orders filled.
One of the things I'm really going to look forward to will be the financial press interviews of Durrant after what will be our historic short squeeze. I'm sure the press will want to know about the reasons for our delayed regulatory approval, which could have saved millions of lives worldwide if approved earlier, and could have greatly alleviated the trillions of dollars in damage to the world's economies and societies. I'm also sure that the press will want to know how management acquired about a 90% control of the company, and how and why the company acquired that ownership.
The answers could shine a lot of light on the government's deadly abuse of their discretionary authority, and their willful/criminal negligence, in service to their Big Pharma sponsors.
I'm curious about Intracoastal Capital's beneficial ownership statement filed for Baudax, in the week before Dale sold his Baudax shares, which was one day ahead of the Baudax delisting. Will this somehow translate into a gateway for Humanigen to acquire an interest in Tera-Immune through Intracoastal Capital?
https://www.sec.gov/cgi-bin/browse-edgar?company=baudax&match=starts-with&filenum=&State=&Country=&SIC=&myowner=exclude&action=getcompany
I just think that Humanigen has a real interest in Tera-Immune's novel Treg-based cell therapies for autoimmune diseases.
https://www.baudaxbio.com/news-and-investors/press-releases/detail/267/baudax-bio-acquires-teraimmune-inc
The timing is worth noting. If there is a connection between these transactions, maybe we'll find out on or before Monday, when the market is closed. It wouldn't be the first time the company announced major news on a day when the market is closed.
Welcome to the room, LuckyWanderer21.
I saw shares trade for over $200 per share during the first recall of the company's loaned shares. Of course, price wasn't sustained at that level. Prices dropped as the brokerages bought-in their clients who were short. This was in the November/December 2015 time frame. The chart linked below doesn't quite reflect share prices that high, but I think that's because the chart doesn't reflect data from all of the worldwide exchanges. The highest price I see during the referenced time frame was just over $174.
https://www.google.com/search?q=kalobios+stock+price+history&oq=kalobios+stock+price+history&gs_lcrp=EgZjaHJvbWUyBggAEEUYOTIHCAEQIRigAdIBCjE4Njg1ajBqMTWoAgCwAgA&sourceid=chrome&ie=UTF-8
But I know what prices I saw, up to about $248, as I recall. And those prices were initially charted.
Of course it seems far-fetched. But, in my opinion, the company has been steadily loaning shares in preparation of a second recall of their loaned shares, which I eagerly await.
But, if you have reason to think management has no plan for individual shareholders, please enlighten us. On second thought, don't bother.
Welcome to the room, lakers17. Could prove to be perfect timing.
Good move!
My only chance at making real money is if we have a successful short squeeze during the recall of our loaned shares, and I am fortunate at getting filled on my sell orders. I may just bite the tax bullet so that my daughters won't have to worry about that. But I don't know yet what I'll do.
Yes, I think you have several accounts you manage for your family, with $50 sell prices. I hope the bid gets run up, and those orders fill, maybe with a premium price.
Um...I didn't hear you. Can you say it again?
I've been curious about how management would time the upcoming events. Specifically, I wondered if management would begin to roll-out our immediate course change before or after the bankruptcy was concluded. Now we know.
Some years ago, I was disappointed that a number of prospective investors were denied purchases of shares because we were over-subscribed. I had hoped that management would accommodate them, which they did not do. But that was the right business decision at that time, just as concluding the bankruptcy before announcing new developments is the right business decision at this time.
I'm truly not concerned in the least bit. If short sellers were students of what this management team has done by capitalizing on the design of their share structure, they would have saved themselves the pending circumstance of being forced to buy-in their borrowed shares by submitting a bid to the bankruptcy judge. Now, however, I will be happy to provide shares at $200 for them to cover their short positions.
If Big Pharma deduced that Humanigen has created partnerships with Novavax and Gracell, and that we have a pathway to regulatory approval, even if initially overseas, they, too, would have submitted bids for the company. But Gilead's Daniel O'Day, and others, couldn't quite envision that, and will lose substantial market share in the near term, as a consequence.
I think our success is more of a sure shot, than a long shot. I think management anticipated events to unfold as they have, and they planned accordingly and brilliantly. All the pieces are coming together, and I hope that the results of management's efforts will prove life-changing for shareholders, and life-saving for future patients. I'm not surprised or worried about any of the developments we are seeing.
Investors are really sweet on Gracell, as we see a third Beneficial Ownership filing for them on Feb 14th, this one, "...subject to a Beneficial Ownership Blocker (as defined below)," which limited the acquisition to a total 9.99% stake in the company.
https://www.sec.gov/Archives/edgar/data/1346824/000110465924023999/tm246065d12_sc13ga.htm
Are these investors reacting to Gilead/Kite's announcement two weeks ago of FDA approval to "speed up" their CAR-T turnaround time from 16 days to 14 days?
https://www.fiercepharma.com/manufacturing/gileads-kite-wins-fda-nod-new-car-t-manufacturing-process-speed-yescarta-turnaround
This compares to Gracell's recently enhanced (with lenz?) "...FasT CAR solution, preparation time can be cut to 24 hours, significantly reducing production cost and waiting time."
https://www.pharmasources.com/industryinsights/54541.html
It appears that Dale may have dumped his Baudax shares. I'll continue monitoring the Baudax filings, in case we see Tera-Immune news.
https://www.sec.gov/Archives/edgar/data/1178179/000101359424000171/baudax13ga1-02142024.htm
I hate speaking about ethnicities, especially when my natural-born daughters are Amer-Asian. But we know one illegal Chinese-owned biolab has already been discovered operating in California. And I admit that I am concerned about this influx of illegal immigrants, and their objectives in coming here. I think it is in our national security interest to have lenz approved as a vaccine adjuvant, as well as a respiratory tract therapeutic.
Hi, Jim,
Welcome to the room, and to Ihub.
If Durrant had filed a Chapter 7 bankruptcy, shareholders would have been wiped out.
But Durrant filed a reorganization bankruptcy under Chapter 11, which allows for the share structure to remain intact.
Here are a couple of articles about our previous bankruptcy, when the company was known as Kalobios, before restructuring.
https://moxreports.com/kbio-infinity-squeeze/
https://www.globenewswire.com/news-release/2017/07/27/1063782/0/en/KaloBios-To-Change-Company-Name-To-Humanigen-Inc.html
I'm looking for management to recall their loaned shares once again, and to cause yet another massive short squeeze.
I'm not surprised by your comment. You have generally been more skeptical than I have been. But who hasn't been? It's been a tough road for shareholders.
But, it really is hard to comprehend the scope of our pending success. I understand that. It will be unparalleled. I've got faith in management, and in lenz. Even Ifab looks promising.
I just don't see a departure from the path management has been on since the company was established. I remain very optimistic and excited.
Maybe I missed somethings that you are aware of. Please show me, for example, why management has an obligation to discuss developments regarding Novavax.
I track SEC filings everyday for Humanigen, Baudax, Gracell, and Novavax. That list was developed over the years for reasons I disclosed, as I thought each company represented an opportunity for Humanigen.
But those are my opinions. They do not place an obligation on management to comment. I am not a spokesman for the company. At best, I express what I think management may be doing, and I think they WILL comment on each of those companies as our transition continues.
Gracell sees a second amended 13G filed yesterday.
https://www.sec.gov/Archives/edgar/data/1826492/000121390024013387/ea193538-13ga1vivo_gracell.htm
Of course, the biggest bang for Durrant's drug development program dollars, isn't even mentioned in my earlier post.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=173802006
I have assumed that Novavax has been evaluating the use of lenz with their covid vaccine. Durrant may intend on integrating lenz with an anti-viral and polyclonal antibodies, in a fully developed cocktail, in accordance with our patent. A good amount of investment dollars seem to be flowing into Novavax now. How exciting!!
Two more amended 13G's filed today. One each for Gracell and Novavax.
https://www.sec.gov/cgi-bin/browse-edgar?company=gracell&match=starts-with&filenum=&State=&Country=&SIC=&myowner=exclude&action=getcompany
https://www.sec.gov/Archives/edgar/data/102909/000110465924021584/tv01573-novavaxinc.htm
Durrant appears open to future discussions with unsecured creditors at a time and place TBD. I'm not worried about it way way or the other.
Recalling the loaned shares would force the buy-in of those borrowed shares. Additional shares can't be offered without diluting shareholders. I think our float is 229M shares, which is 192% of our OS.
My ultimate hope, financially, is that management executes the recall of their loaned shares. It's exciting to see all the steps they are now taking, one after the other, to make this happen. I really don't see how the recall could be thwarted at this point.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=173806573
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=173782405
I think the recall of our loaned shares could be executed now.
But I don't think it will be. I think the recall will come with news that Humanigen could own between 89-92% of all Outstanding Shares. That degree of control has been long established.
And then, we get to new developments, potentially in regards to regulatory approval for CMML, with a possible PRV. Or news about partnerships, such as with Novavax, perhaps with an Advanced Purchase Agreement for the lenz/vaccine compound, and details about our Tera-Immune acquisition, or detail about a licensing agreement with Gracell. There's so much explosive potential! I'm looking forward to seeing it all!
In your fortunate situation, your opinion is easy to understand.
Who are the people in our neighborhood? We've seen recent beneficial ownership documents filed for both Baudax and Gracell. I can't wait to see how this helps Humanigen leverage our position with Tera-Immune and with CAR-T enhancement. We've got documented evidence of our interest in both companies.
But I'm most excited to see how a relationship may develop between Humanigen and Novavax, even though I have seen no evidence to believe that a specific relationship is being developed. I base my suspicion on our patented lenz/vaccine cocktail, and on what I perceive as unmet needs that the two companies can provide for each other. I'm super-excited at the prospect of a partnership being announced. And we have seen several beneficial ownership documents filed recently for Novavax, as well.
D***,
"D ⭐️⭐️⭐️
@_flyers77
What are the different options of how this can play out?"
What are the different options of how this can play out?
— D (@_flyers77) February 11, 2024
"February 12, 2024 at 4:00 p.m. (Eastern): Deadline to submit Bid to be considered for the Auction.
February 13, 2024 at 4:00 p.m.: Sale Objection Deadline
February 13, 2024 at 10:00 a.m.: Auction (if necessary)
see pg 10/95
https://document.epiq11.com/document/getdocumentsbydocket/?docketId=1056710&projectCode=HUM&docketNumber=64&source=DM
Tomorrow could be a pivotal day for us. I hope things go as I expect, and that we may see additional news, as well. I think management has executed superbly.
Morgan Stanley today announced the acquisition of 7,281,646 shares of Novavax (6.2% stake).
https://www.sec.gov/Archives/edgar/data/1000694/000089542124000158/0000895421-24-000158-index.htm
Third beneficial ownership filing in about 5 weeks (State Street/SSGA and Blackrock).
https://www.sec.gov/Archives/edgar/data/1000694/000089542124000158/0000895421-24-000158-index.htm
Novavax has almost the same OS that Humanigen has, (Shares Outstanding 118.79M) and they are now trading at a 52 week low. I would love to see a stock-for-stock business combination or partnership with them. Huge potential. Look at their 5 year chart.
https://ih.advfn.com/stock-market/NASDAQ/novavax-NVAX/chart/real-time
Even if they only used the lenz vaccine cocktail for immuno-compromised and elderly patients, and even if that only popped our Market Cap to $8B, that could still be a sustained annual revenue of $67 per share for Humanigen.
Yes, I have a recognized, long-standing, pro-bias opinion toward Novavax. But we developed our patent for a reason, and this is the ideal application for that patent.
"METHODS FOR TREATING CORONAVIRUS INFECTION AND RESULTING INFLAMMATION-INDUCED LUNG INJURY
Publication number: 20230109208
Abstract: The present invention provides methods for treating a subject infected with 2019 coronavirus (SARS-CoV-2) comprising administering to the subject a therapeutically effective amount of a GM-CSF antagonist or a therapeutically effective amount of a GM-CSF antagonist and a second drug, including an anti-viral agent, an anti-SARS-CoV-2 vaccine, and serum containing human polyclonal antibodies to SARS-CoV-2.
Type: Application
Filed: March 8, 2021
Publication date: April 6, 2023
Applicant: HUMANIGEN, INC.
Inventors: Cameron DURRANT, Dale CHAPPELL
https://patents.justia.com/assignee/humanigen-inc
I think the float of 192% of our OS came from our Transfer Agent to the Nasdaq Appeals Hearing committee, at their request. And yes, those shares will have to be bought-in during the recall of our loaned shares. I think Humanigen controls 110M of the 119M shares in our OS (92% of the shares controlled by the company, versus 70% of the shares the company owned in the previous recall of our loaned shares). This is my opinion along with why I came to this conclusion.
I go back to the reported float of 229M shares, which is >192% of our OS, and which I think Humanigen has control of 110M of those shares.
The only thing I want more than that is the recall of our loaned shares. But I want both the recall and the relisting as the profitable company we are about to become.
I think we are about to blaze new frontiers of safety and efficacy across treatments of multiple indications. CMML is probably the nearest horizon, and it has not only the prospect of an expedited regulatory approval, but also the promise of a Priority Review Voucher. And of course, the biggest impact could be in using lenz as both a covid therapeutic as well as with the Novavax vaccine. And I'm very curious to see if Durrant pursues using Ifab as an ADC for Glioblastoma before CytoDyn gets too far into their program for this indication. Also, Kite/Gilead continues to be a joke, with Gilead's magrolimab failure, and Kite touting a reduction in processing time from16 days, down to 14 days, for their CAR-T, which compares to 24 hours for Gracell's new processing time. And the Class Action lawyers faulted Humanigen for not recognizing magrolimab as a viable competitive product. Gilead abandoned their magrolimab trial for lack of efficacy. That's why I told eb that I was sick and tired of looking at the Class Action suit. Lead Counsel did more to harm shareholders than the $0.047 they have settled for (which only seems to apply for about 53% of our shares, anyway).
I really think Humanigen is stronger than it has ever been, and I remain super-excited about the recall of our loaned shares.
"(January 8, 2024, 6:35 PM EST) -- Biopharmaceutical company Humanigen Inc. received bankruptcy court approval Monday to access half of a $2 million debtor-in-possession loan to help fund its ongoing drug development operations and its Chapter 11 case."
https://www.google.com/search?q=Humanigen+Gets+Access+To+New+Cash+For+Ch.+11+Process&oq=Humanigen+Gets+Access+To+New+Cash+For+Ch.+11+Process&gs_lcrp=EgZjaHJvbWUyBggAEEUYOTIGCAEQRRg80gEJNTYxM2owajE1qAIAsAIA&sourceid=chrome&ie=UTF-8#ip=1
This hasn't stopped the Official Committee of Unsecured Creditors of Humanigen from hiring Kilpatrick Townsend & Stockton as co-counsel.
https://www.wsj.com/articles/firm-retention-summary-humanigen-9994dd15?utm_source=dlvr.it&utm_medium=twitter
Seems to me that the DIP Lender, and the Unsecured Creditors, both see some value.
Even more, it makes me wonder what drug development Durrant has keyed-in on at this particular point in time. Is this to support our partners in the PREACH-M trial, or the RATinG trial? It's a very positive sign of Durrant's continuing faith in lenzilumab.
Or, is Durrant's interest in promoting Ifab as an ADC, as shown on slide 3 of our Featured Presentation?
https://ir.humanigen.com/English/events-and-presentations/default.aspx
After all, CytoDyn recently announced that Glioblastoma was being targeted as a treatment candidate with their partners.
Just noting that Intracoastal Capital filed a number of Amended 13G's yesterday, mainly for various biotech holdings, including Baudax. Intercoastal is exercising warrants for over 814K shares of Baudax.
I'm curious to see how this may factor into our interest in Tera-Immune, one week ahead of the Sale Hearing.
https://www.sec.gov/Archives/edgar/data/1646799/000121390024010366/ea192880-13ga1intra_baudax.htm