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13D Filing: Black Horse Capital LP and Humanigen Inc (HGEN)

Humanigen Inc (NASDAQ:HGEN): Dale Chappell’s Black Horse Capital LP filed an amended 13D.

You can check out Black Horse Capital LP’s latest holdings and filings here.

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Dale Chappell
Dale Chappell
Black Horse Capital

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Black Horse Capital 5,996,710 0 5,996,710 0 5,996,710 5.6%
Black Horse Capital Master Fund Ltd 0 13,997,832 0 13,997,832 13,997,832 13.1%
Cheval Holdings, Ltd 0 46,876,309 0 46,876,309 46,876,309 43.9%
Black Horse Capital Management 52,873,019 0 52,873,019 0 52,873,019 49.5%
Dale Chappell 0 66,870,851 0 66,870,851 66,870,851 62.6%

Page 1 of 8 – SEC Filing


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
SCHEDULE 13D
(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 $0.001
(Title of Class of Securities)
444863 10 4
(CUSIP Number)
Eric S. Wagner, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
(212) 986-6000
(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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 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).

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Page 2 of 8 – SEC Filing

1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Black Horse Capital LP
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
5,996,710
8.
SHARED VOTING POWER
0
9.
SOLE DISPOSITIVE POWER
5,996,710
10.
SHARED DISPOSITIVE POWER
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,996,710
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14.
TYPE OF REPORTING PERSON
PN

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Page 3 of 8 – SEC Filing

1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Black Horse Capital Master Fund 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
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
13,997,832
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
13,997,832
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,997,832
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
14.
TYPE OF REPORTING PERSON
CO

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Page 4 of 8 – SEC Filing

1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cheval Holdings, 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
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
46,876,309
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
46,876,309
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,876,309
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.9%
14.
TYPE OF REPORTING PERSON
CO

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Page 5 of 8 – SEC Filing

1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Black Horse Capital Management LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    [ ]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
52,873,019
8.
SHARED VOTING POWER
0
9.
SOLE DISPOSITIVE POWER
52,873,019
10.
SHARED DISPOSITIVE POWER
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,873,019
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.5%
14.
TYPE OF REPORTING PERSON
OO

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Page 6 of 8 – SEC Filing

1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dale Chappell
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    [ ]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Malta
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
66,870,851
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
66,870,851
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,870,851
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.6%
14.
TYPE OF REPORTING PERSON
IN

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Page 7 of 8 – SEC Filing

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 January 26, 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.
Sub-clause (a) of Item 5 is hereby amended and restated in its entirety as follows:
“(a) The aggregate percentage of Shares reported owned by each person named herein is based upon approximately 106,802,229 Shares outstanding as of February 27, 2018, after the Transaction Closing.
As of the date hereof, the Domestic Fund may be deemed to beneficially own 5,996,710 Shares, the Offshore Fund may be deemed to beneficially own 13,997,832 Shares and Cheval may be deemed to beneficially own 46,876,309 Shares, constituting approximately 5.6%, 13.1% and 43.9%, respectively, of the outstanding Shares.
BH Management, by virtue of its relationships with Domestic Fund and Cheval discussed in further detail in Item 2, may be deemed to beneficially own the 52,873,019 Shares beneficially owned by the Domestic Fund and Cheval, constituting approximately 49.5% of the outstanding Shares.
Mr. Chappell, by virtue of his relationships with the Domestic Fund, the Offshore Fund and Cheval discussed in further detail in Item 2, may be deemed to beneficially own the 66,870,851 Shares owned by each of the Domestic Fund, the Offshore Fund and Cheval, constituting approximately 62.6% of the outstanding Shares.”
Sub-clause (c) is hereby amended and restated in its entirety as follows:
“(c) As described in further detail in Item 4 of Amendment No. 1, on the date of the Transaction Closing, the Issuer issued to each of the Domestic Fund, the Offshore Fund and Cheval 5,123,733 Shares, 11,957,369 Shares and 44,840,991 Shares, respectively, for amounts owed by the Issuer under the Credit Agreement and in total consideration of $3,000,000. There were no other transactions effected during the past 60 days by the Reporting Persons.”

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Page 8 of 8 – SEC Filing

SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated:
March 1, 2018
BLACK HORSE CAPITAL LP
By:
Black Horse Capital Management LLC
General Partner
By:
/s/ Dale Chappell
Name:
Dale Chappell
Title:
Managing Member
BLACK HORSE CAPITAL MASTER FUND LTD.
By:
/s/ Dale Chappell
Name:
Dale Chappell
Title:
Director
CHEVAL HOLDINGS, LTD.
By:
/s/ Dale Chappell
Name:
Dale Chappell
Title:
Director
BLACK HORSE CAPITAL MANAGEMENT LLC
By:
/s/ Dale Chappell
Name:
Dale Chappell
Title:
Managing Member
/s/ Dale Chappell
DALE CHAPPELL
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