0001387131-18-000918.txt : 20180305 0001387131-18-000918.hdr.sgml : 20180305 20180305161445 ACCESSION NUMBER: 0001387131-18-000918 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180305 DATE AS OF CHANGE: 20180305 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HUMANIGEN, INC CENTRAL INDEX KEY: 0001293310 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 770557236 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87188 FILM NUMBER: 18666179 BUSINESS ADDRESS: STREET 1: 1000 MARINA BOULEVARD STREET 2: SUITE 250 CITY: BRISBANE STATE: CA ZIP: 94005-1878 BUSINESS PHONE: 650.243.3100 MAIL ADDRESS: STREET 1: 1000 MARINA BOULEVARD STREET 2: SUITE 250 CITY: BRISBANE STATE: CA ZIP: 94005-1878 FORMER COMPANY: FORMER CONFORMED NAME: KALOBIOS PHARMACEUTICALS INC DATE OF NAME CHANGE: 20040609 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NOMIS BAY LTD. CENTRAL INDEX KEY: 0001679448 IRS NUMBER: 981218017 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O EOM MANAGEMENT LTD. STREET 2: ANDREW'S PLACE, 51 CHURCH ST., 5TH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM12 BUSINESS PHONE: 441-400-4747 MAIL ADDRESS: STREET 1: C/O EOM MANAGEMENT LTD. STREET 2: ANDREW'S PLACE, 51 CHURCH ST., 5TH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM12 SC 13D/A 1 nmby-sc13da_022718.htm AMENDMENT TO FORM SC 13D

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

(RULE 13D – 101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

 

(Amendment No. 2)*

 

HUMANIGEN, INC.

(Name of Issuer)

 

COMMON STOCK, PAR VALUE $.001 per share

(Title of Class of Securities)

 

444863 10 4

(CUSIP Number)

 

Nomis Bay LTD

Wessex House, 3rd Floor

45 Reid Street

Hamilton, Bermuda HM12

441-279-2088

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

February 27, 2018

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

*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 disclosures provided in a prior cover page.

 

The information required on 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. 444863 10 4

1

 

name of reporting persons

i.r.s. identification nos. of above persons

 

Nomis Bay LTD

2

 

check the appropriate box if a member of a group*

 

(a) ☐

(b) ☐

3

 

sec use only

 

4

 

source of funds*

 

WC

5

 

check box if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)

 

☐

 

6

 

citizenship or place of organization

 

Bermuda

number of shares beneficially owned by each reporting person

with

 

7

 

sole voting power

 

33,573,530

8

 

shared voting power 

0

9

 

sole dispositive power

 

33,573,530

10

 

shared dispositive power

 

0

11

aggregate amount beneficially owned by each reporting person

 

33,573,530 shares

 

12

check box if the aggregate amount in row (11) excludes certain shares*

 

☐

 

13

percent of class represented by amount in row (11)

 

31.44 %

14

type of reporting person*

 

OO
           

* SEE INSTRUCTIONS

 

   
 

 

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (the “Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

 

Item 4. Purpose of Transaction.

 

Item 4 is hereby amended to add the following:

 

The Transaction Closing referred to in Amendment No. 1 to the Schedule 13D filed with the Securities and Exchange Commission on February 1, 2018 (“Amendment No. 1”) occurred on February 27, 2018. Please see Item 5 herein for the Reporting Persons' updated holdings.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 is hereby amended and restated in its entirety as follows:

 

As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of 33,573,530 shares of Common Stock or 31.44% of the shares of the Common Stock of the Issuer, based upon approximately 106,802,229 shares of Common Stock outstanding as of February 27, 2018, after the Transaction Closing.

 

The Reporting Person has the sole power to vote or direct the vote of 33,573,530 shares of Common Stock and the shared power to vote or direct the vote 0 shares of Common Stock.

 

The Reporting Person has the sole power to dispose or direct the disposition of 33,573,530 shares of Common Stock and the shared power to dispose or direct the disposition of 0 shares of Common Stock.

 

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.

 

March 5, 2018

 

Nomis Bay LTD

 

By: /s/ James Keyes  
Name: James Keyes  
Title: Director