Amended Statement of Ownership (sc 13g/a)
02 2월 2023 - 3:21AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Amendment
No. 1
Under
the Securities Exchange Act of 1934*
| Humanigen,
Inc. |
| (Name
of Issuer) |
| Common
Shares |
| (Title
of Class of Securities) |
| December
31, 2022 |
| (Date
of Event Which Requires Filing of this Statement) |
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 444863203
| 1. |
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
| |
Murchinson
Ltd. |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐
(b)
☒ |
| 3. |
SEC
USE ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Canada |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
0 |
| 6. |
SHARED
VOTING POWER
0* |
| 7. |
SOLE
DISPOSITIVE POWER
0 |
| 8. |
SHARED
DISPOSITIVE POWER
0* |
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0* |
| 10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%* |
| 12. |
TYPE
OF REPORTING PERSON
(SEE
INSTRUCTIONS)
IA,
OO |
CUSIP
No. 444863203
| 1. |
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
| |
Marc
Bistricer |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐
(b)
☒ |
| 3. |
SEC
USE ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Canada |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
0 |
| 6. |
SHARED
VOTING POWER
0* |
| 7. |
SOLE
DISPOSITIVE POWER
0 |
| 8. |
SHARED
DISPOSITIVE POWER
0* |
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0* |
| 10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%* |
| 12. |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN,
HC |
CUSIP
No. 444863203
| Item
1. |
(a). |
Name
of Issuer: |
| |
|
|
| |
|
Humanigen,
Inc. |
| |
|
|
| |
(b). |
Address
of issuer’s principal executive offices: |
| |
|
|
| |
|
533
AIRPORT BLVD., SUITE 400, BURLINGAME, CA, 94010 |
| |
|
|
| Item
2. |
(a). |
Name
of person filing: |
| |
|
|
| |
|
Murchinson
Ltd. |
| |
|
Marc
Bistricer |
| |
|
|
| |
|
The
foregoing persons are hereinafter sometimes collectively referred to as the (“Reporting Persons”). Any disclosures herein
with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate
party. |
| |
|
|
| |
|
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant
to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act. |
| |
|
|
| |
|
The
filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership
of the securities reported herein. |
| |
|
|
| |
(b). |
Address
or principal business office or, if none, residence: |
| |
|
|
| |
|
The
principal business address of each Reporting Person is 145 Adelaide St. West, Suite 400, Toronto, Ontario Canada M5H 4E5. |
| |
|
|
| |
(c). |
Citizenship: |
| |
|
|
| |
|
Murchinson
Ltd. – Canada |
| |
|
Marc
Bistricer – Canada |
| |
|
|
| |
(d). |
Title
of class of securities: |
| |
|
|
| |
|
Common
Shares |
| |
|
|
| |
(e). |
CUSIP
No.: |
| |
|
|
| |
|
444863203 |
CUSIP
No. 444863203
| Item
3. |
If
This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a |
| |
|
| |
N/A |
| |
|
| Item
4. |
Ownership. |
| |
|
| |
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item
1. |
| |
|
| |
The
information required by this Item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of each cover page
to this Schedule 13G and is incorporated herein by reference for each such Reporting Person. |
| |
|
| |
The
Shares of the Issuer reported herein are held by one or more funds and accounts (together the “Funds”) advised or sub-advised
by Murchinson Ltd. (the “Adviser”). The Adviser, in its capacity as the adviser of the Funds, has the power to vote and
the power to direct the disposition of all Shares held by the Funds. Accordingly, for the purposes of Reg. Section 240.13d-3, the
Adviser may be deemed to beneficially own the Shares reported herein. Marc Bistricer is the ultimate owner of the Adviser. Each of
the reporting persons herein disclaims beneficial ownership of the Shares reported herein except to the extent of the reporting person’s
pecuniary interest therein. |
| |
|
| Item
5. |
Ownership
of Five Percent or Less of a Class. |
| |
|
| |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following X. |
| |
|
| |
|
| Item
6. |
Ownership
of More Than Five Percent on Behalf of Another Person. |
| |
|
| |
If
any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates
to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered
under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. |
| |
|
| |
N/A |
| |
|
| Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
|
| |
If
a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g)
and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company
or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification
of the relevant subsidiary. |
| |
|
| |
N/A |
| Item
8. |
Identification
and Classification of Members of the Group. |
| |
|
| |
If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating
the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c)
or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group. |
| |
|
| |
N/A |
| |
|
| Item
9. |
Notice
of Dissolution of Group. |
| |
|
| |
Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect
to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See
Item 5. |
| |
|
| |
N/A |
| |
|
| Item
10. |
Certification. |
| |
|
| |
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
| Dated: February 1, 2023 |
|
| |
Murchinson
Ltd. |
| |
|
|
| |
By:
|
/s/
Marc Bistricer |
| |
|
Principal |
| |
|
|
| |
Marc
Bistricer |
| |
|
|
| |
By: |
/s/
Marc Bistricer |
| |
|
Marc
Bistricer, Individually |
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person,
evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7
for other parties for whom copies are to be sent.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit
1
Joint
Filing Statement
Pursuant
to Rule 13d-1(k)(1)
The
undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with
respect to the Common Shares of Humanigen, Inc. beneficially owned by them, together with any or all amendments thereto, when and if
appropriate. The parties hereto further consent and agree to file this Joint Filing Statement pursuant to Rule13d-1(k)(1)(iii) as an
exhibit to Schedule 13G, thereby incorporating the same into such Schedule13G.
This
Joint Filing Statement may be terminated by any of the undersigned upon written notice or such lesser period of notice as the undersigned
may mutually agree.
| Dated:
February 1, 2023 |
|
| |
Murchinson
Ltd. |
| |
|
|
| |
By:
|
/s/
Marc Bistricer |
| |
|
Principal
|
| |
|
|
| |
Marc
Bistricer |
| |
|
|
| |
By: |
/s/
Marc Bistricer |
| |
|
Marc
Bistricer, Individually |
Humanigen (NASDAQ:HGEN)
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부터 1월(1) 2025 으로 2월(2) 2025
Humanigen (NASDAQ:HGEN)
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부터 2월(2) 2024 으로 2월(2) 2025
