Humanigen Announces One-for-Five Reverse Stock Split
Humanigen, Inc. (HGEN) (“Humanigen”), a clinical stage biopharmaceutical company focused on preventing and treating an immune hyper-response called ‘cytokine storm’ with lenzilumab, the company’s proprietary Humaneered anti-human granulocyte macrophage-colony stimulating factor (GM-CSF) monoclonal antibody, announced that its board of directors has determined to effect a 1-for-5 reverse split of its outstanding shares of common stock. The company had previously disclosed that, on July 29, 2020, holders of a majority of the company’s outstanding shares of common stock had consented to a possible reverse stock split and granted the board the authority to determine the exact split ratio, within a specified range, at any time prior to July 29, 2021.
Subject to completion of all required regulatory reviews, the reverse stock split is expected to occur at 4:30 p.m. Eastern Time on September 11, 2020, with trading expected to begin on a split-adjusted basis on the OTCQB Venture Market at the market open on September 14, 2020. Trading in the common stock will continue under the symbol “HGEN” but the security will be assigned a new CUSIP number.
The reverse stock split is intended to enable the company to achieve several important corporate objectives, including enabling the company to satisfy the minimum bid price requirement in connection with the company’s application to list its common stock on the Nasdaq Capital Market and making additional shares of common stock available for future issuance.
When the reverse stock split becomes effective, every 5 shares of the company’s issued and outstanding common stock will be automatically combined into one issued and outstanding share of common stock without any change in the par value per share or the total number of authorized shares. This will reduce the number of outstanding shares of the company’s common stock from approximately 211 million shares to approximately 42 million shares.
No fractional shares will be issued in connection with the reverse stock split. Stockholders of record otherwise entitled to receive a fractional share as a result of the reverse stock split will receive a cash payment in lieu of such fractional shares. Stockholders of record holding shares in book-entry form will not need to take any action to receive post-reverse split shares. Stockholders of record holding some or all of their shares in certificate form will receive instructions from the company’s exchange agent, Computershare, as to how to exchange existing stock certificates for book-entry statements representing the post-reverse split shares. With respect to stockholders holding shares in “street name” (i.e., through a bank, broker, custodian or other nominee), banks, brokers, custodians, or other nominees will be instructed to effect the reverse stock split for their beneficial holders.