UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF FLORIDA 

WEST PALM BEACH DIVISION 

CASE NO. 

NOBLE CAPITAL MARKETS, INC., a 

Florida corporation, 

Plaintiff, 

vs. 

HUMANIGEN, INC., a Delaware corporation, 

Defendant. 

_____________________________________/ 

NOTICE OF REMOVAL 

Defendant Humanigen, Inc. (“Humanigen”) hereby removes the Florida state court action 

described below pursuant to 28 U.S.C. § 1332. 

I. BACKGROUND 

1. Plaintiff Noble Capital Markets, Inc. (“Noble”) commenced this action on or about 

June 19, 2020 by filing a complaint (the “Complaint”) in the Circuit Court of the Fifteenth Judicial 

Circuit in and for Palm Beach County, Florida, Case No. 50-2020-CA-006573-XXXX-MB (the 

“State Court Action”). 

2. On or around June 23, 2020, Noble served the Complaint on Humanigen’s 

registered agent.1 

3. The Complaint alleges that Humanigen retained Noble (pursuant to certain 

engagement letters) as a placement agent to solicit investors to participate in a private placement 

securities offering that Humanigen was pursuing to raise capital (the “Private Securities 

 

1

 True and correct copies of the Civil Cover Sheet, Summons and Complaint (with exhibits) are 

attached hereto as Exhibit “1”. No other pleadings have been filed in the action. 

Case 9:20-cv-81131-WPD Document 1 Entered on FLSD Docket 07/13/2020 Page 1 of 5
Offering”). The Complaint further alleges that Noble successfully solicited investors for the 

Private Securities Offering, but that: (i) Humanigen failed to pay Noble agreed-upon fees for 

Noble’s role in securing the investment commitments; (ii) Humanigen failed to deliver shares in 

the Private Securities Offering that Noble contends had been allocated specifically to certain of 

Noble’s investors; and (iii) Humanigen failed to mention Noble’s role as a placement agent for the 

Private Securities Offering in a press release that Humanigen issued related to the Private 

Securities Offering. 

4. On the basis of its allegations, Noble asserts Florida state law claims against 

Humanigen for breach of contract (including breach of the implied covenant of good faith and fair 

dealing), unjust enrichment and tortious interference with advantageous business relationship. 

Noble seeks judgment against Humanigen for, among other things: (i) Noble’s purported actual 

and consequential damages; (ii) prejudgment interest; (iii) post-judgment interest and (iv) costs. 

5. Humanigen has not yet responded to the Complaint. 

II. BASIS FOR REMOVAL 

6. Under 28 U.S.C. §§ 1441(a) and 1446, the Complaint is removable to this Court 

because the procedural requirements for removal are satisfied, and this Court has subject matter 

jurisdiction over this action pursuant to 28 U.S.C. § 1332(a). 

A. Removal to this Court Is Timely and Appropriate 

7. This removal is timely under 28 U.S.C. § 1446(b) because it was filed within 

30 days of the date on which Humanigen was served with the Summons and Complaint. 

8. Removal is appropriate to this Court pursuant to 28 U.S.C. § 1441(a) because this 

Court corresponds to the district and division where the State Court Action was filed—i.e., the Circuit 

Court for the Fifteenth Judicial Circuit Court in and for Palm Beach County, Florida—is located in the 

District Court for the Southern District of Florida, West Palm Beach Division. 

Case 9:20-cv-81131-WPD Document 1 Entered on FLSD Docket 07/13/2020 Page 2 of 5
9. Pursuant to 28 U.S.C. § 1446(d), Humanigen will provide a true and correct copy of 

this Notice of Removal to Noble (through its counsel) and will file a true a correct copy of this Notice 

of Removal with the Clerk of the Circuit Court for the Fifteenth Judicial Circuit Court in and for Palm 

Beach County, Florida. 

B. There Is Complete Diversity of Citizenship 

10. For purposes of diversity jurisdiction, a corporation is “deemed to be a citizen of 

any State by which it has been incorporated and of the State where it has its principal place of 

business.” 28 U.S.C. § 1332(c)(1). 

11. The Complaint alleges that Plaintiff Noble is “a Florida corporation with its 

principal place of business in Boca Raton, Florida”. (Ex. 1, ¶ 1.) The Complaint further alleges 

that Defendant Humanigen is “a Delaware corporation with its principal place of business in 

Burlingame, California.” (Id. ¶ 2.) 

12. Accordingly, pursuant to 28 U.S.C. § 1332(a), there is complete diversity of 

citizenship between the parties to this action. 

C. This Action Exceeds the Amount in Controversy Requirement 

13. “[A]s specified in § 1446(a), a defendant’s notice of removal need include only a 

plausible allegation that the amount in controversy exceeds the jurisdictional threshold.” Dart 

Cherokee Basin Operating Co., LLC v. Owens, 574 U.S. 81, 89, 135 S. Ct. 547, 554 (2014). “When 

the complaint does not claim a specific amount of damages, removal from state court is proper if 

it is facially apparent from the complaint that the amount in controversy exceeds the jurisdictional 

requirement.” Williams v. Best Buy Co., 269 F.3d 1316, 1319 (11th Cir. 2001). 

14. Here, the Complaint alleges, among other things, that Humanigen breached the 

parties’ engagement letter by failing to pay Noble a cash fee equal to six percent (6%) of 

$16 million in investment commitments that Noble claims it solicited on Humanigen’s behalf for 

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the Private Securities Offering. (See Ex. 1, ¶¶ 15, 41, 74-78.) Thus, Noble alleges damages of at 

least $960,000 in this action. 

15. Accordingly, pursuant to 28 U.S.C. § 1332(a), the matter in controversy exceeds 

the sum or value of $75,000, exclusive of interest and costs. 

WHEREFORE, Humanigen prays that this Court shall consider the Notice of Removal to 

remove the State Court Action now pending in the Circuit Court for the Fifteenth Judicial Circuit 

Court in and for Palm Beach County, Florida from that court to this Court and shall grant the relief 

requested herein. 

Dated: July 13, 2020 Respectfully submitted, 

/s/ Brendan I. Herbert 

Brendan I. Herbert, Esquire 

Florida Bar No. 76925 

bherbert@polsinelli.com 

POLSINELLI PC 

1111 Brickell Avenue, Suite 2800 

Miami, Florida 33131 

Tel.: 305-921-1820 

Fax: 305-921-1801 

Counsel for Defendant 

Case 9:20-cv-81131-WPD Document 1 Entered on FLSD Docket 07/13/2020 Page 4 of 5
74023965 

CERTIFICATE OF SERVICE 

I HEREBY CERTIFY that a true and correct copy of the foregoing has been electronically 

filed using the CM/ECF electronic filing system which will provide notice to all counsel of record 

this 13th day of July, 2020: 

Jon L. Swergold, Esq. 

John L. McManus, Esq. 

Sabrina D. Niewialkouski, Esq. 

GREENBERG TRAURIG, P.A. 

401 East Las Olas Blvd., Suite 2000 

Ft. Lauderdale, FL 33301 

T: 954-765-0500 

F: 954-765-1477 

swergoldj@gtlaw.com 

scottla@tgtlaw.com 

FLService@gtlaw.com 

mcmanusj@gtlaw.com 

yeargina@gtlaw.com 

niewialkouskis@gtlaw.com

Counsel for Plaintiff 

/s/ Brendan I. Herbert 

Counsel for Defendant 

Case 9:20-cv-81131-WPD Document 1 Entered on FLSD Docket 07/13/2020 Page 5 of 5