Humanigen Inc (HGENQ)

[cowtown jay]

"...$84.8 million under the Sales Agreement" remains on our revised controlled equity offering.

If I may share some thoughts on that:

I don't think the company intended to sell shares after April 5, 2021.

There's some evidence for that.

Beginning last year, the company implemented a $100M controlled equity offering through Cantor Fitzgerald.

"Common stock outstanding immediately following the offering.

57,376,876 shares, assuming sales of 5,760,368 shares of our common stock in this offering at an offering price of $17.36 per share, which was the last reported sale price of our common stock on the Nasdaq Capital Market on December 30, 2020. The actual number of shares issued will vary depending on how many shares of our common stock we choose to sell and the prices at which such sales occur."

pg S-4

https://www.sec.gov/Archives/edgar/data/1293310/000121465920010872/f1230201424b5.htm

In March of last year, the company announced topline data of the LIVE-AIR trial, and noted that we succeeded in meeting our primary endpoint.

The trial enrolled 520 patients in 29 sites in the US and Brazil who were at least
18 years of age; experienced blood oxygen saturation (SpO2) of less than or equal to 94%; or required low-flow
supplemental oxygen, or high-flow oxygen support, or non-invasive positive pressure ventilation (NIPPV); and were
hospitalized but did not require IMV.

https://s28.q4cdn.com/539885110/files/doc_news/Humanigen-Reports-Positive-Phase-3-Topline-Results-Demonstrating-That-Lenzilumab-Improves-Survival-Without-Need-for-Mechanical-Ventila-O9C2T.pdf

The company also announced the public offering of 5 million shares with a closing date of April 5, 2021. In addition, they paused the controlled equity offering.

https://ir.humanigen.com/English/news/news-details/2021/Humanigen-Announces-Pricing-of-Public-Offering-of-Five-Million-Shares-of-Common-Stock/default.aspx

The company submitted an EUA application in May of 2021, the month following the public offering.

https://ir.humanigen.com/English/news/news-details/2021/-Humanigen-Submits-Application-to-FDA-for-Emergency-Use-Authorization-for-Lenzilumab-in-COVID-19/default.aspx

And we waited. And continued to build inventory and deplete the cash we had raised with the public offering. Management was forced to resume the controlled equity offering in August of 2021, due to the FDA delay regarding our EUA application.

https://www.sec.gov/Archives/edgar/data/1293310/000121465921008540/p812211424b5.htm

It took the FDA 104 days to finally announce the Decline of our EUA. But management could not have very well tapered production when they were expecting an EUA approval. There were only three weeks left in the Third Quarter before the FDA finally announced their Decline decision in Sept of 2021.

https://ir.humanigen.com/English/news/news-details/2021/FDA-has-declined-Humanigens-Emergency-Use-Authorization-EUA-Request-for-Lenzilumab-in-Hospitalized-COVID-19-Patients/default.aspx

Had the FDA's decision been favorable and timely, we would not have had to resume the controlled equity offering.

We finished 2021 with just over 64M shares outstanding.

pg F-5

https://www.sec.gov/ix?doc=/Archives/edgar/data/1293310/000121465922003416/hgen10k1221.htm

Our OS should not have exceeded the 62,376,876 share level we had after pausing the controlled equity offering, and concluding our 5M share public offering, if our EUA was approved, and we were generating revenue.

Through Q2, the company issued 7,215,309 shares of its common stock for net proceeds of $21.8 million. "As of June 30, 2022, the Company had the ability to offer and sell shares of common stock having an aggregate offering price of up to $84.8 million under the Sales Agreement."

https://www.sec.gov/ix?doc=/Archives/edgar/data/1293310/000121465922010013/hgen-20220630.htm