Apexigen, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2023-08-23: Form 8-K; Period of report 2023-08-23; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 2.01.
- 2023-08-22: Form 8-K; Period of report 2023-08-22; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2023-08-18: Form 8-K; Period of report 2023-08-15; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
- 2023-08-15: Form 8-K; Period of report 2023-08-15; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2023-08-23 | 8-K | 2023-08-23 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 2.01 On August 23, 2023, Apexigen, Inc., a Delaware corporation (“Apexigen”), completed the previously announced strategic combination contemplated by that certain Agreement and Plan of Merger, dated as of May 23, 2023 (the “Merger Agreement”), with Pyxis Oncology, Inc., a Delaware corporation (“Pyxis Oncology”), and Ascent Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Pyxis Oncology (“Merger Sub”). 3.01 The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01. 3.03 The information set forth in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 As a result of the Merger, a change in control of Apexigen occurred, and Apexigen is now a wholly owned subsidiary of Pyxis Oncology. 5.02 As of the Effective Time: (i) Apexigen’s directors and executive officers ceased serving in such capacities and (ii) Jakob Dupont, M.D., a former director of Apexigen, was appointed to the board of directors of Pyxis Oncology. 5.03 The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. | apgn-20230823.htm |
| 2023-08-22 | 8-K | 2023-08-22 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On August 22, 2023, Apexigen, Inc. (the “Company”) held a virtual special meeting of its stockholders (the “Special Meeting”). | apgn-20230822.htm |
| 2023-08-18 | 8-K | 2023-08-15 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On August 15, 2023, Apexigen, Inc. (the “Company”) received a written notice from the Listing Qualifications Staff of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, based on the Company’s stockholders’ equity of negative $2.3 million as of June 30, 2023, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, the Company is no longer in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1), which requires companies to maintain stockholders’ equity of at least $2.5 million or meet the alternatives of market value of listed securities or net income from continuing operations under such rule (the “Notice”). | apgn-20230815.htm |
| 2023-08-15 | 8-K | 2023-08-15 | 8.01 Other Events | 8.01 As previously disclosed, on May 23, 2023, Apexigen, Inc., a Delaware corporation (“Apexigen”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Apexigen, Pyxis Oncology, Inc., a Delaware corporation (“Pyxis Oncology”) and Ascent Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Pyxis Oncology (“Merger Sub”), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Apexigen (the “Merger”), with Apexigen surviving the Merger as a wholly owned subsidiary of Pyxis Oncology. | apgn-20230815.htm |
| 2023-05-24 | 8-K | 2023-05-23 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On May 24, 2023, Pyxis Oncology and Apexigen issued a joint press release announcing the Merger. | d493912d8k.htm |
| 2023-04-12 | 8-K | 2023-04-11 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On April 11, 2023, Apexigen, Inc. (the “Company”) received a written notice from the Listing Qualifications Staff of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it has not been in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) for a period of 30 consecutive business days (the “Notice”). | apgn-20230411.htm |
| 2023-02-27 | 8-K | 2023-02-23 | 2.05 Costs Associated with Exit or Disposal Activities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 2.05 On February 27, 2023, Apexigen, Inc. (the “Company”) announced that it is implementing a corporate restructuring to extend its cash runway as it reviews and explores strategic alternatives. 5.02 As part of the retention plan approved by the Committee on February 26, 2023, Francis Sarena, the Company’s President and Chief Operating Officer, and William Duke, the Company’s Chief Financial Officer, will each be entitled to receive a retention cash award of $150,000 and an award of 150,000 restricted stock units. 8.01 On February 27, 2023, the Company issued a press release announcing that it had engaged Ladenburg Thalmann to serve as strategic advisor in its review of strategic alternatives. | apgn-20230223.htm |
| 2023-02-14 | 8-K | 2023-02-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 13, 2023, the Board of Directors of Apexigen, Inc. (the “Company”) appointed Francis Sarena, current Chief Operating Officer of the Company, to the role of President. | apgn-20230213.htm |
| 2023-02-01 | 8-K | 2023-01-31 | 3.02 Unregistered Sales of Equity Securities | 3.02 As previously disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission on January 25, 2023, Apexigen, Inc. (the “Company”) entered into a Securities Purchase Agreement with certain institutional and accredited investors (the “Investors”) on January 23, 2023, pursuant to which the Company agreed to issue and sell to the Investors shares of the Company’s common stock, par value $0.0001, and accompanying warrants in a private placement (the “Private Placement”). | apgn-20230131.htm |
| 2023-01-25 | 8-K | 2023-01-23 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 Pursuant to the Private Placement described in Item 1.01 of this Current Report on Form 8-K, which description is incorporated by reference into this Item 3.02 in its entirety, the Company will sell the securities to “accredited investors,” as that term is defined in the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act and corresponding provisions of state securities or “blue sky” laws. 8.01 On January 24, 2023, the Company issued a press release announcing the Private Placement. | d435228d8k.htm |
| 2022-11-14 | 8-K | 2022-11-08 | 4.01 Changes in Registrant's Certifying Accountant; 8.01 Other Events | 4.01 On November 8, 2022, the audit committee of the board of directors (the “Audit Committee”) of Apexigen, Inc. (the “Company”), dismissed Marcum LLP (“Marcum”), the Company’s independent registered public accounting firm prior to the Company’s business combination transaction that closed on July 29, 2022 (the “Business Combination”). 8.01 On November 14, 2022, the Company issued a press release announcing data from a Phase 2 clinical trial testing sotigalimab in combination with doxorubicin in patients with liposarcoma. | apgn-20221108.htm |
| 2022-08-18 | 8-K/A | 2022-07-29 | 9.01 Financial Statements and Exhibits | 9.01 (a) Financial Statements of Businesses Acquired. | d391157d8ka.htm |
| 2022-08-04 | 8-K | 2022-07-29 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics; 5.06 Change in Shell Company Status; 5.07 Submission of Matters to a Vote of Security Holders | 1.01 On July 29, 2022, in connection with the Closing, the Company entered into indemnification agreements with each of its directors and executive officers. 2.01 (f) of Form 8-K states that if the predecessor registrant was a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as the Company was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. 3.01 On August 1, 2022, Nasdaq Stock Market LLC filed a Form 25 with the SEC in connection with the delisting of the Company’s previously issued BCAC Units from the Nasdaq Capital Market. 3.02 On July 29, 2022, the Company consummated the PIPE Investment. 3.03 At the Annual Meeting, BCAC stockholders considered and approved, among other things, the proposals set forth in the Proxy Statement/Prospectus in the section titled “Proposal No. 2-The Charter Proposals” (the “Charter Proposals”) beginning on page 155, and that information is incorporated herein by reference. 5.01 The information set forth in the section entitled “Introductory Note” and in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.02 Upon the Closing, each executive officer of BCAC ceased serving in such capacities, and Scott Katzmann, James Hauslein, Elgar Peerschke and Tito Serafini ceased serving on BCAC’s board of directors. 5.03 The disclosure set forth in Item 3.03 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference. 5.05 In connection with the Closing, the Board approved and adopted the Code of Business Conduct and Ethics (the “Code of Ethics”) applicable to all of the Company’s employees, officers and directors. 5.06 As a result of the Business Combination, BCAC ceased being a shell company. 5.07 As previously reported on the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2022 (the “Stockholder Meeting Form 8-K”), on July 27, 2022, the Company held a meeting of its stockholders to approve certain matters related to the Business Combination. | d385035d8k.htm |
| 2022-08-01 | 8-K | 2022-07-29 | 8.01 Other Events | 8.01 On August 1, 2022, Apexigen, Inc. (the “Company”) issued a press release announcing the consummation of its previously announced business combination. | d387414d8k.htm |
| 2022-07-28 | 8-K | 2022-07-27 | 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.07 On July 27, 2022, Brookline Capital Acquisition Corp. (the “Company”) held an annual meeting of its stockholders (the “Annual Meeting”). 7.01 The information set forth below under this Item 7.01 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing. | d361820d8k.htm |
| 2022-07-18 | 8-K | 2022-07-18 | 8.01 Other Events | d317170d8k.htm | |
| 2022-06-30 | 8-K | 2022-06-29 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 2.03 As previously disclosed, on May 2, 2022, Brookline Capital Acquisition Corp., a Delaware corporation (the “Company”), issued a non-convertible unsecured promissory note (the “Extension Note”) in the principal amount of $167,032.54 to Brookline Capital Holdings, LLC, a Delaware limited liability company (the “Sponsor”) and on June 2, 2022 the Company issued an amended and restated Extension Note (the “First Amended and Restated Extension Note”) to reflect an additional principal amount of $167,032.54 (for a collective principal amount of $334,065.08). | d356252d8k.htm |
| 2022-06-27 | 8-K | 2022-06-26 | 8.01 Other Events | 8.01 On June 26, 2022, Brookline Capital Acquisition Corp., a Delaware corporation (“BCAC”), entered into Amendment No. 1 (the “Amendment”) to the Business Combination Agreement dated as of March 17, 2022 among BCAC, Project Barolo Merger Sub, Inc., a Delaware corporation, and Apexigen, Inc., a Delaware corporation (the “Business Combination Agreement”), in order to increase the number of directors of the BCAC Board and the board of directors of the Surviving Corporation upon the Effective Time (such capitalized terms as defined in the Business Combination Agreement) from seven to eight directors, and to increase the number of directors selected by Apexigen from six to seven directors. | d297921d8k.htm |
| 2022-06-02 | 8-K | 2022-06-02 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 2.03 As previously disclosed, on May 2, 2022, Brookline Capital Acquisition Corp., a Delaware corporation (the “Company”), issued a non-convertible unsecured promissory note (the “Extension Note”) in the principal amount of $167,032.54 to Brookline Capital Holdings, LLC, a Delaware limited liability company (the “Sponsor”). | d256173d8k.htm |
| 2022-05-03 | 8-K | 2022-05-02 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 2.03 On May 2, 2022, Brookline Capital Acquisition Corp., a Delaware corporation (the “Company”), issued a non-convertible unsecured promissory note (the “Extension Note”) in the principal amount of $167,032.54 to Brookline Capital Holdings, LLC, a Delaware limited liability company (the “Sponsor”). 3.02 The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. | d250478d8k.htm |
| 2022-04-26 | 8-K | 2022-04-26 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.03 On April 26, 2022, Brookline Capital Acquisition Corp. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”). 5.07 At the Special Meeting, of the 7,434,500 shares of common stock outstanding and entitled to vote, 5,259,170 shares were represented, constituting a quorum. 7.01 The information set forth below under this Item 7.01 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. | d326489d8k.htm |
| 2022-03-18 | 8-K | 2022-03-18 | 8.01 Other Events | 8.01 As previously reported, on March 18, 2022, Brookline Capital Acquisition Corp., a Delaware corporation (“Brookline Capital”) announced that it executed a Business Combination Agreement dated as of March 17, 2022, with Project Barolo Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Brookline Capital and Apexigen, Inc., a Delaware corporation (“Apexigen”). | d242665d8k.htm |
| 2022-03-18 | 8-K | 2022-03-18 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 3.02 The disclosure set forth above in Item 1.01 of this Current Report is incorporated by reference herein. 7.01 On March 18, 2022, Brookline Capital and Apexigen issued a joint press release announcing the Business Combination Agreement. | d336930d8k.htm |
| 2021-12-15 | 8-K | 2021-11-30 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 Brookline Capital Acquisition Corp. (the “Company”) previously disclosed in our Notification of Late Filing on Form 12b-25 filed with the SEC on November 15, 2021 that the compilation, dissemination and review by the Company of the information required to be presented in the Form 10-Q for the quarter ended September 30, 2021, particularly in light of recent communications from the Chief Accountant’s Office at the Securities and Exchange Commission relating to accounting for shares subject to redemption, has imposed additional time constraints that have rendered timely filing of the Form 10-Q impracticable without undue hardship and expense to the registrant. | d244645d8k.htm |
| 2021-11-24 | 8-K/A | 2021-11-23 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 In light of recent comment letters issued by the U.S. Securities and Exchange Commission (the “SEC”), the management of Brookline Capital Acquisition Corp. (the “Company”) has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable shares of common stock, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “IPO”) on February 2, 2021. | d241091d8ka.htm |
| 2021-11-24 | 8-K | 2021-11-22 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 In light of recent comment letters issued by the U.S. Securities and Exchange Commission (the “SEC”), the management of Brookline Capital Acquisition Corp. (the “Company”) has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable shares of common stock, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “IPO”) on February 2, 2021. | d267708d8k.htm |
| 2021-06-04 | 8-K | 2021-05-28 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the U.S. Securities and Exchange Commission (the “SEC”) together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (‘SPACs’)” (the “SEC Staff Statement”). | d194038d8k.htm |
| 2021-02-18 | 8-K | 2021-02-18 | 8.01 Other Events | 8.01 On February 18, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Units may elect to separately trade shares of the Common Stock and the Warrants comprising the Units commencing on February 22, 2021. | ea135968-8k_brookline.htm |
| 2021-02-08 | 8-K | 2021-02-02 | 8.01 Other Events | 8.01 On February 2, 2021, Brookline Capital Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 5,750,000 units (the “Units”), including the exercise in full of the underwriters’ 45-day option to purchase up to an additional 750,000 units. | ea134633-8k_brooklinecapital.htm |
| 2021-02-02 | 8-K | 2021-01-28 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 Simultaneously with the closing of the IPO, pursuant to the Unit Subscription Agreements, the Company completed the private sale of an aggregate of 247,000 Units (the “Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $2,470,000. 5.03 On January 28, 2021, in connection with the IPO, the Company filed its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, effective the same day. 8.01 A total of $58,075,000 of the proceeds from the IPO was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. | ea134385-8k_brooklinecap.htm |