Humanigen Inc (fka HGENQ)

[cowtown jay]

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 18, 2023, John Hohneker resigned from the Board, and on July 19, 2023 Cheryl Buxton and Kevin Xie both resigned from the Board, in each case with immediate effect. The decisions of Dr. Hohneker, Ms. Buxton and Mr. Xie to resign were not the result of disagreements with Humanigen on any matter relating to Humanigen's operations, policies or practices.

https://www.sec.gov/ix?doc=/Archives/edgar/data/1293310/000121465923009927/j7242308k.htm



Members of the board Title Age Since
Kevin Yili Xie Director/Board Member 53 2021
Rainer Boehm Director/Board Member 62 2018
Ronald Barliant Director/Board Member 77 2016
Cheryl Buxton Director/Board Member 63 2019
Cameron Durrant Chairman 62 2016
Omar Ahmed Chief Tech/Sci/R&D Officer - 2020
Dale B. Chappell Director/Board Member 52 2021 (as early as 2016?)
John Hohneker Director/Board Member 63 2021

https://www.marketscreener.com/quote/stock/HUMANIGEN-INC-25805137/company/

Hohneker and Xie joined the BOD at the same time, and resigned on consecutive days.

https://www.businesswire.com/news/home/20211020005343/en/Humanigen-Elects-John-Hohneker-MD-and-Kevin-Xie-PhD-to-Board-of-Directors

The problem I have is that Board Members have a fiduciary duty, including a Duty of Care to shareholders and the company.

https://www.cooleygo.com/director-fiduciary-duties/#:~:text=Directors%20have%20fiduciary%20duties%20of,the%20Company%20and%20evaluating%20opportunities.

How is resigning at the same time, causing a Nasdaq non-conformance for the company, the faithful execution of their obligated Duty of Care? Can the company seek to enjoin them from resigning, until new Board Members can be appointed? What is their collective liability for this breach of their fiduciary duty?

This is highly suspicious.