---
schema_version: "secwatch.filing_event.v1"
accession: "0001214659-23-009927"
form_type: "8-K"
ticker: null
cik: "0001293310"
company_name: "HUMANIGEN, INC"
filed_at: "2023-07-25T23:59:59+00:00"
generated_at: "2026-06-13T02:53:50.345080+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Humanigen to be delisted from Nasdaq July 26; warns of going concern, potential bankruptcy

## Summary
- Nasdaq will suspend trading July 26, 2023; shares will move to OTC Pink Market.
- Three directors resigned July 18-19 (Hohneker, Buxton, Xie) causing non-compliance with Nasdaq independence rules.
- Business combination negotiations with private biopharma ended; no alternative financing obtained.
- Company states it will not be able to continue as going concern; exploring restructuring including bankruptcy in Q3 2023.
- Any bankruptcy may result in complete or substantial loss of value for common stockholders.

## SEC filing metadata
- accession: 0001214659-23-009927
- form_type: 8-K
- cik: 0001293310
- company_name: HUMANIGEN, INC
- filed_at: 2023-07-25T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 3.01, 5.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1293310/000121465923009927/0001214659-23-009927-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1293310/000121465923009927/j7242308k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001214659-23-009927
- JSON: https://secwatch.observer/filing/0001214659-23-009927.json
- Plain text: https://secwatch.observer/filing/0001214659-23-009927.txt

## Key facts
- Listing & Compliance Notices
  HUMANIGEN, INC received a nasdaq noncompliance notice notice regarding board independence (rules 5605(b)(1), 5605(c)(2)).
  - Exchange: nasdaq
  - Notice: noncompliance notice
  - Deficiency: board independence
  - Rules: 5605(b)(1), 5605(c)(2)
  source text: Continued Listing Rule or Standard; Transfer of Listing. As a result of the below-reported resignations of three members of the board of directors (the “Board”) of Humanigen, Inc. (the “Company”), the Company notified The Nasdaq Stock Market of the Company’s non-compliance with each of Nasdaq Rule 5605(b)(1), which requires a Nasdaq-listed company to have 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 board of directors comprised of at least three independent directors
  evidence_url: https://www.sec.gov/Archives/edgar/data/1293310/000121465923009927/0001214659-23-009927-index.htm
- Executive change
  Kevin Xie resigned as Director at HUMANIGEN, INC.
  - Action: resigned
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1293310/000121465923009927/0001214659-23-009927-index.htm
- Executive change
  Cheryl Buxton resigned as Director at HUMANIGEN, INC.
  - Action: resigned
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1293310/000121465923009927/0001214659-23-009927-index.htm
- Executive change
  John Hohneker resigned as Director at HUMANIGEN, INC.
  - Action: resigned
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1293310/000121465923009927/0001214659-23-009927-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.