Delaware |
2834 |
27-2989408 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Large accelerated filer |
☐ |
Accelerated filer |
☐ | |||
Non-accelerated filer |
☒ |
Smaller reporting company |
||||
Emerging growth company |
Page |
||||
1 |
||||
7 |
||||
64 |
||||
65 |
||||
66 |
||||
78 |
||||
80 |
||||
81 |
||||
81 |
||||
82 |
||||
83 |
||||
95 |
||||
134 |
||||
142 |
||||
161 |
||||
164 |
||||
167 |
||||
175 |
||||
176 |
||||
181 |
||||
181 |
||||
181 |
||||
F-1 |
(a) |
at least a majority of the outstanding shares of Legacy Apexigen capital stock, voting together as a single class and |
(b) |
at least a majority of the outstanding shares of Series A-1 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock of Legacy Apexigen, voting together as a single class on an as-converted basis; |
• | Sotigalimab co-stimulatory receptor that is essential for activating both the innate and adaptive arms of the immune system, to stimulate an anti-tumor immune response. Sotigalimab is currently in Phase 2 clinical development for the treatment of solid tumors such as melanoma, esophageal and gastroesophageal junction (“GEJ”) cancers, sarcoma, and ovarian cancers in combination with immunotherapy, chemotherapy, radiation therapy and cancer vaccines. |
• | APX601 |
• | The sale or issuance of our shares of common stock to Lincoln Park may cause dilution, and the sale of the shares of common stock acquired by Lincoln Park, or the perception that such sales may occur, could cause the price of our shares of common stock to fall. |
• | We may not have access to the full amount available under the Lincoln Park Purchase Agreement. |
• | Our management will have broad discretion over the use of the net proceeds from our sale of shares of our common stock to Lincoln Park, you may not agree with how we use the proceeds and the proceeds may not be invested successfully. |
• | We are in the early stages of clinical drug development and have a limited operating history and no products approved for commercial sale. |
• | We have incurred net losses since inception and expects to continue to incur significant net losses for the foreseeable future. |
• | We will require substantial additional capital to finance operations. If we are unable to raise such capital when needed or on acceptable terms, we may be forced to delay, reduce, and/or eliminate one or more research and drug development programs or future commercialization efforts. |
• | We are dependent on the success of our product candidates, including our lead product candidate, sotigalimab, which is currently in multiple clinical trials . |
• | Our clinical trials may reveal serious adverse events, toxicities, or other side effects of our current and any future product candidates that result in a safety profile that could inhibit regulatory approval or market acceptance of our product candidates. |
• | If we experience delays or difficulties in the enrollment of patients in clinical trials, our receipt of necessary marketing approvals could be delayed or prevented. |
• | The clinical trials of our current and any of our future product candidates may not demonstrate safety and efficacy to the satisfaction of regulatory authorities or otherwise be timely conducted or produce positive results. |
• | The regulatory approval processes of the Food and Drug Administration, European Medicines Agency, and comparable foreign regulatory authorities are lengthy, time-consuming, and inherently unpredictable. If we are ultimately unable to obtain regulatory approval for our product candidates, we will be unable to generate product revenue and our business will be substantially harmed. |
• | If we are unable to obtain, maintain, enforce, or protect our intellectual property rights in any products we develop or in our technology, if the scope of the intellectual property protection obtained is not sufficiently broad, or if we infringe the intellectual property rights of others, third parties could develop and commercialize products and technology similar or identical to those of Apexigen, we could be prevented from commercializing our products and we may not be able to compete effectively in our markets. |
Shares of common stock to be offered by the selling stockholder |
150,000 Initial Commitment Shares issued to Lincoln Park upon the Closing. We did not receive any cash proceeds from the issuance of these Initial Commitment Shares. |
Up to 500,000 Additional Commitment Shares we are obligated to issue to Lincoln Park 90 calendar days after the Closing Date. We did not receive any cash proceeds from the issuance of the Initial Commitment Shares and will not receive any cash proceeds from the issuance of the Additional Commitment Shares. |
Up to 16,666,667 shares that we may sell to Lincoln Park under the Lincoln Park Purchase Agreement from time to time after the date of this prospectus (subject to the limitations under the Lincoln Park Purchase Agreement, including the $50,000,000 total commitment available thereunder, and assuming a price per share of $3.00, which is the minimum closing price per share at which we can deliver a Regular Purchase notice to Lincoln Park to purchase shares of common stock under the Lincoln Park Purchase Agreement). |
The actual number of shares issued will vary depending on the prices at which we sell shares, if any, to Lincoln Park. |
Shares of common stock outstanding prior to this offering |
21,445,035 shares of common stock. |
Shares of common stock to be outstanding after this offering |
38,611,702 shares, assuming the sale of a total of 16,666,667 shares of common stock to Lincoln Park and the issuance of 500,000 Additional Commitment Shares, which is the maximum number of Additional Commitment Shares. The actual number of shares issued will vary depending on the prices at which we sell shares, if any, to Lincoln Park. |
Use of proceeds |
We will receive no proceeds from the sale of shares of common stock by Lincoln Park in this offering. We may receive up to $50,000,000 aggregate gross proceeds under the Lincoln Park Purchase Agreement from any sales we make to Lincoln Park pursuant to the Lincoln Park Purchase Agreement after the date of this prospectus. |
We will use any proceeds that we receive from sales to Lincoln Park under the Lincoln Park Purchase Agreement for working capital and general corporate purposes. See “ Use of Proceeds |
Dividend policy |
We have not paid any cash dividends on our shares of common stock to date and have no current plans to pay cash dividends on our shares of common stock. See “ Dividend Policy |
Risk factors |
This investment involves a high degree of risk. See “ Risk Factors |
Market and Trading Symbol |
Our shares of common stock are traded on The Nasdaq Capital Market under the symbol “APGN”. |
Lock-Up Restrictions |
Certain of our stockholders are subject to a lock-up agreement that restricts, subject to certain exceptions, transfer of shares of our common stock or other securities exercisable, exchangeable or convertible into shares of common stock. See the section titled “Description of Securities |
• | 3,415,868 shares of our common stock issuable upon the exercise of options assumed from Legacy Apexigen as a result of the Business Combination, with a weighted-average exercise price of $3.15 per share; |
• | 3,724,500 shares of our common stock issuable upon the exercise of warrants, each with an exercise price of $11.50 per share; |
• | 4,321 shares of our common stock issuable upon the exercise of a warrant assumed from Legacy Apexigen as a result of the Business Combination with an exercise price of $1.55 per share; |
• | 2,573,405 shares of our common stock reserved for future issuance under our 2022 Equity Incentive Plan (the “2022 Plan”); |
• | 257,341 shares of our common stock reserved for future issuance under our 2022 Employee Stock Purchase Plan (the “2022 ESPP”) and |
• | any additional shares that we may issue to Lincoln Park pursuant to the Lincoln Park Purchase Agreement should we elect to sell such shares to Lincoln Park |
• | no exercise of outstanding options or warrants subsequent to July 29, 2022. |
• | successful and timely completion of preclinical and clinical development of current and any future product candidates; |
• | timely receipt of marketing approvals from applicable regulatory authorities for current and any future product candidates for which we successfully complete clinical development; |
• | the extent of any required post-marketing approval commitments to applicable regulatory authorities; |
• | developing an efficient and scalable manufacturing process for current and any future product candidates, including establishing and maintaining commercially viable supply and manufacturing relationships with third parties to obtain finished products that are appropriately packaged for sale; |
• | successful launch of commercial sales following any marketing approval, including the development of a commercial infrastructure, whether in-house or with one or more partners or collaborators; |
• | a continued acceptable safety profile following any marketing approval; |
• | commercial acceptance of current and any future product candidates as viable treatment options by patients, the medical community, and third-party payors; |
• | addressing any competing technological and market developments; |
• | identifying, assessing, acquiring, and developing new product candidates; |
• | obtaining and maintaining patent protection, regulatory exclusivity, and other intellectual property-related protection, both in the United States and internationally; |
• | enforcing and defending our rights in our intellectual property portfolio, including our licensed intellectual property; |
• | negotiating favorable terms in any partnership, collaboration, licensing, or other arrangements that may be necessary to develop, manufacture, or commercialize our product candidates; and |
• | attracting, hiring, and retaining qualified personnel. |
• | The success of our product candidates will depend on numerous factors, including the following: |
• | successful and timely completion of our ongoing clinical trials; |
• | initiation and successful patient enrollment and completion of additional clinical trials on a timely basis; |
• | efficacy, safety and tolerability profiles that are satisfactory to the FDA, EMA or any comparable foreign regulatory authority for marketing approval; |
• | raising additional funds necessary to complete the clinical development of and to commercialize of our product candidates; |
• | timely receipt of marketing approvals for our product candidates from applicable regulatory authorities; |
• | the extent of any required post-marketing approval commitments to applicable regulatory authorities; |
• | the maintenance of existing or the establishment of new supply arrangements with third-party drug product suppliers and manufacturers; |
• | the maintenance of existing or the establishment of new scaled production arrangements with third-party manufacturers to obtain finished products that are appropriately packaged for sale; |
• | obtaining and maintaining patent protection, trade secret protection and regulatory exclusivity, both in the United States and internationally; |
• | protection of our rights in our intellectual property portfolio, including our licensed intellectual property; |
• | successful launch of commercial sales following any marketing approval; |
• | a continued acceptable safety profile following any marketing approval; |
• | commercial acceptance by patients, the medical community, and third-party payors; and |
• | our ability to compete with other therapies. |
• | size and nature of the patient population; |
• | severity of the disease under investigation; |
• | availability and efficacy of approved drugs for the disease under investigation; |
• | patient eligibility criteria for the trial in question; |
• | efforts to facilitate timely enrollment in clinical trials; |
• | patient referral practices of physicians; |
• | clinicians’ and patients’ awareness of, and perceptions as to the potential advantages and risks of, our product candidates in relation to other available therapies, including any new drugs that may be approved for the indications we are investigating; |
• | the ability to monitor patients adequately during and after treatment; |
• | competing ongoing clinical trials for the same indications as our product candidates; |
• | proximity and availability of clinical trial sites for prospective patients; |
• | whether we become subject to a partial or full clinical hold on any of our clinical trials; and |
• | continued enrollment of prospective patients by clinical trial sites, including delays due to pandemics, wars etc. that can impact patient willingness to participate and travel for investigative therapy and reductions in clinical trial site staff and services. |
• | obtaining regulatory approval to commence a trial; |
• | delays in reaching, or the inability to reach, agreement on acceptable terms with prospective contract research organizations (“CROs”), clinical trial sites, laboratory service providers, companion diagnostic development partners, contract manufacturing organizations, or CMOs, and other service providers we may engage to support the conduct of our clinical trials; |
• | obtaining IRB approval at each clinical trial site; |
• | recruiting a sufficient number of suitable patients to participate in a trial; |
• | patients failing to comply with trial protocol or dropping out of a trial, rendering them not evaluable for study endpoints; |
• | clinical trial sites deviating from trial protocol or dropping out of a trial; |
• | the availability of any applicable combination therapies; |
• | developments in the safety and efficacy of any applicable combination therapies; |
• | the need to add new clinical trial sites; or |
• | delays in the testing, validation and manufacturing of product candidates and the delivery of these product candidates to clinical trial sites. |
• | receipt of feedback from regulatory authorities that requires us to modify the design of our clinical trials; |
• | negative or inconclusive clinical trial results that may require us to conduct additional clinical trials or abandon certain drug development programs; |
• | regulators or IRBs may not authorize us, our collaborators, or our investigators to commence a clinical trial or to conduct a clinical trial at a prospective site; |
• | the number of patients required for clinical trials being larger than anticipated, enrollment in these clinical trials being slower than anticipated, or participants dropping out of these clinical trials at a higher rate than anticipated; |
• | third-party contractors failing to comply with regulatory requirements or meet their contractual obligations to us in a timely manner, or at all; |
• | the suspension or termination of our clinical trials for various reasons, including non-compliance with regulatory requirements, a finding that our product candidates have undesirable side effects, safety or efficacy concerns, or any particular combination therapy or other unexpected characteristics or risks; |
• | the cost of clinical trials of our product candidates being greater than anticipated; |
• | for clinical trials testing combination treatment of our product candidates with third-party drug products, delays in procuring such third-party drug products and the delivery of such third-party drug products to clinical trial sites, or the inability to procure such third-party drug products at all; and |
• | regulators revising the requirements for approving our product candidates, including as a result of newly approved agents changing the standard of care of an indication. |
• | the efficacy and safety profile as demonstrated in clinical trials; |
• | the timing of market introduction of the product candidate as well as competitive products; |
• | the approval of other new therapies for the same indications; |
• | the clinical indications for which the product candidate is approved; |
• | restrictions on the use of our products, if approved, such as boxed warnings, contraindications in labeling, or restrictions on use of our products together with other medications, or a risk evaluation and mitigation strategy (“REMS”), if any, which may not be required of alternative treatments and competitor products; |
• | the potential and perceived advantages of product candidates over alternative treatments or in combination therapies; |
• | the cost of treatment in relation to alternative treatments; |
• | the availability of coverage and adequate reimbursement and pricing by third parties and government authorities; |
• | relative convenience and ease of administration; |
• | the effectiveness of sales and marketing efforts; |
• | the willingness of the target population to try new therapies and of physicians to prescribe these therapies; and |
• | unfavorable publicity relating to the product candidate. |
• | generating sufficient data to support the initiation or continuation of clinical trials; |
• | obtaining regulatory permission to initiate clinical trials; |
• | contracting with the necessary parties to conduct clinical trials; |
• | the successful enrollment of patients in, and the completion of, clinical trials; |
• | the timely manufacture of sufficient quantities of the product candidate, and any combination therapy, for use in clinical trials; and |
• | acceptable adverse profile in the clinical trials. |
• | If we or our partners, or any third party, are unable to successfully develop companion diagnostics in the future in our product candidates, or experience delays in doing so: |
• | the development of our product candidates may be adversely affected if we are unable to appropriately select patients for enrollment in our planned clinical trials; |
• | our product candidates may not receive marketing approval if their safe and effective use depends on a companion diagnostic; and |
• | we may not realize the full commercial potential of any product candidates that receive marketing approval if, among other reasons, we are unable to appropriately identify patients targeted by our product candidates. |
• | the FDA, EMA, or comparable foreign regulatory authorities may disagree with the design, implementation, or results of our clinical trials; |
• | the FDA, EMA, or comparable foreign regulatory authorities may determine that our product candidates are not safe and effective, only moderately effective, or have undesirable or unintended side effects, toxicities, or other characteristics that preclude our obtaining marketing approval or prevent or limit commercial use; |
• | the population studied in the clinical program may not be sufficiently broad or representative to assure safety and efficacy in the full population for which we seek approval, including for example due to biologic and genetic differences that might occur in subjects in certain populations such as defined by race or other factors; |
• | we may be unable to demonstrate to the FDA, EMA, or comparable foreign regulatory authorities that a product candidate’s risk-benefit ratio when compared to the standard of care is acceptable; |
• | the FDA, EMA, or comparable foreign regulatory authorities may disagree with our interpretation of data from preclinical studies or clinical trials; |
• | the data collected from clinical trials of our product candidates may not be sufficient to support the submission of a Biologics License Application (“BLA”), New Drug Application (“NDA”), or other submission or to obtain regulatory approval in the United States or elsewhere; |
• | we may be unable to demonstrate to the FDA, EMA, or comparable foreign regulatory authorities that a product candidate’s risk-benefit ratio for a proposed indication is acceptable; |
• | the FDA, EMA, or comparable foreign regulatory authorities may fail to approve the manufacturing processes, test procedures and specifications, or facilities of third-party manufacturers with which we contract for clinical and commercial supplies; and |
• | the approval policies or regulations of the FDA, EMA, or comparable foreign regulatory authorities may significantly change in a manner rendering our clinical data insufficient for approval. |
• | regulatory authorities may withdraw approvals of such product and cause us to recall our products; |
• | regulatory authorities may require additional warnings on the label or impose a more restrictive, narrower indication for use of the agent; |
• | we may be required to change the way the product is administered or conduct additional clinical trials or post-approval studies; |
• | we may be required to create a REMS plan, which could include a medication guide outlining the risks of such side effects for distribution to patients, a communication plan for healthcare providers, and/or other elements, such as boxed warning on the packaging, to assure safe use; |
• | we could be sued and held liable for harm caused to patients; and |
• | our reputation may suffer. |
• | issue warning letters that would result in adverse publicity; |
• | impose civil or criminal penalties; |
• | suspend or withdraw regulatory approvals; |
• | suspend any of our ongoing clinical trials; |
• | refuse to approve pending applications or supplements to approved applications submitted by us; |
• | impose restrictions on our operations, including closing our contract manufacturers’ facilities; |
• | seize or detain products; or |
• | require a product recall. |
• | the demand for our products after obtaining any regulatory approval; |
• | our ability to receive or set a price that we believe is fair for our products; |
• | our ability to generate revenue and achieve or maintain profitability; |
• | the level of taxes that we are required to pay; and |
• | the availability of capital. |
• | comply with the laws of the FDA, EMA and other comparable foreign regulatory authorities; |
• | provide true, complete and accurate information to the FDA, EMA and other comparable foreign regulatory authorities; |
• | comply with manufacturing standards we have established; |
• | comply with healthcare fraud and abuse laws in the United States and similar foreign fraudulent misconduct laws; or |
• | report financial information or data accurately or to disclose unauthorized activities to us. |
• | The federal Anti-Kickback Statute prohibits, among other things, persons from knowingly and willfully soliciting, receiving, offering, or paying any remuneration (including any kickback, bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind, to induce, or in return for, either the referral of an individual, or the purchase, lease, order, or recommendation of any good, facility, item, or service for which payment may be made, in whole or in part, under a federal healthcare program, such as the Medicare and Medicaid programs. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation. In addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act. |
• | Federal civil and criminal false claims laws and civil monetary penalty laws, including the False Claims Act, impose criminal and civil penalties, including through civil actions, against individuals or entities from knowingly presenting, or causing to be presented, claims for payment or approval from Medicare, Medicaid or other third-party payors that are false or fraudulent, or knowingly making a false statement to improperly avoid, decrease or conceal an obligation to pay money to the federal government. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of these statutes or specific intent to violate them in order to have committed a violation. |
• | The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) created new federal criminal statutes that prohibit knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program or obtain, by means of false or fraudulent pretenses, representations or promises, any of the money or property owned by, or under the custody or control of, any healthcare benefit program, regardless of the payor (e.g., public or private) and knowingly and willfully falsifying, concealing, or covering up by any trick or device a material fact or making any materially false statements in connection with the delivery of, or payment for, healthcare benefits, items or services relating to healthcare matters. |
• | HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (“HITECH”) and their respective implementing regulations, impose requirements on certain covered healthcare providers, health plans, and healthcare clearinghouses as well as their respective business associates that perform services for them that involve the use, or disclosure of, individually identifiable health information, relating to the privacy, security, and transmission of individually identifiable health information without appropriate authorization. |
• | The federal Physician Payment Sunshine Act, created under the ACA, and its implementing regulations, require manufacturers of drugs, devices, biologicals, and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program to report annually to the HHS under the Open Payments Program, information related to payments or other transfers of value made to physicians and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members. |
• | Federal consumer protection and unfair competition laws broadly regulate marketplace activities and activities that potentially harm consumers. |
• | State laws require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government that otherwise restricts payments that may be made to healthcare providers and other potential referral sources. |
• | State laws also require drug manufacturers to file reports with states regarding pricing and marketing information, such as the tracking and reporting of gifts, compensations, and other remuneration, and items of value provided to healthcare professionals and entities. |
• | State and foreign laws also govern the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts. |
• | those governing laboratory procedures; |
• | the generation, handling, use, storage, treatment and disposal of hazardous and regulated materials and wastes; |
• | the emission and discharge of hazardous materials into the ground, air and water; and |
• | employee health and safety. |
• | identifying, recruiting, integrating, maintaining, and motivating additional employees; |
• | managing our internal development efforts effectively, including the clinical and FDA and EMA review process for our current and any future product candidates, while complying with any contractual obligations to contractors and other third parties we may have; and |
• | improving our operational, financial and management controls, reporting systems and procedures. |
• | multiple, conflicting, and changing laws and regulations such as privacy regulations, tax laws, export and import restrictions, employment laws, regulatory requirements, and other governmental approvals, permits and licenses; |
• | failure by us to obtain and maintain regulatory approvals for the use of our products in various countries; |
• | rejection or qualification of foreign clinical trial data by the competent authorities of other countries; |
• | additional potentially relevant third-party patent rights; |
• | complexities and difficulties in obtaining protection and enforcing our intellectual property; |
• | difficulties in staffing and managing foreign operations; |
• | complexities associated with managing multiple payor reimbursement regimes, government payors, or patient self-pay systems; |
• | limits in our ability to penetrate international markets; |
• | financial risks, such as longer payment cycles, difficulty collecting accounts receivable, the impact of local and regional financial crises on demand and payment for our products, and exposure to foreign currency exchange rate fluctuations; |
• | natural disasters, political and economic instability, including wars, terrorism, and political unrest, outbreak of disease, boycotts, curtailment of trade, and other business restrictions; |
• | certain expenses including, among others, expenses for travel, translation, and insurance; and |
• | regulatory and compliance risks that relate to anti-corruption compliance and record-keeping that may fall within the purview of the FCPA, its accounting provisions or its anti-bribery provisions, or provisions of anti-corruption or anti-bribery laws in other countries. |
• | the scope of rights granted under the license agreement and other interpretation-related issues; |
• | the extent to which our technology and processes infringe on intellectual property of the licensor that is not subject to the licensing agreement; |
• | the sublicensing of patent and other rights under our existing collaborative development relationships and any collaboration relationships we might enter into in the future; |
• | our diligence obligations under the license agreement and what activities satisfy those diligence obligations; |
• | the inventorship and ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our current and future licensors and us; and |
• | the priority of invention of patented technology. |
• | others may make products that are similar to any product candidates we may develop or utilize similar technology but that are not covered by the claims of the patents that we license or may own in the future; |
• | others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our owned or licensed intellectual property rights; |
• | our competitors might conduct research and development activities in countries where we do not have patent rights and then use the information learned from such activities to develop competitive products for sale in our major commercial markets; |
• | we may not develop additional proprietary technologies that are patentable; and |
• | we may choose not to file a patent in order to maintain certain trade secrets or know-how, and a third party may subsequently file a patent covering such intellectual property. |
• | the possible failure of the third party to manufacture our product candidates according to our specifications; |
• | the possible failure of the third party to manufacture our product candidate according to our schedule, or at all, including if our third-party contractors give greater priority to the supply of other products over our product candidates or otherwise do not satisfactorily perform according to the terms of the agreements between us and them; |
• | the possible failure of our third-party manufacturer to procure raw materials from third-party suppliers and potential exposure to supply chain issues impacting delivery dates, quality, quantity and pricing of raw materials, including due to the COVID-19 pandemic, which may result in additional costs and delays in production of clinical trial materials, commercial product and regulatory approvals; |
• | the possible termination or nonrenewal of agreements by our third-party contractors at a time that is costly or inconvenient for us; |
• | the possible breach by the third-party contractors of our agreements with them; |
• | the failure of third-party contractors to comply with applicable regulatory requirements; |
• | the possible mislabeling of clinical supplies, potentially resulting in the wrong dose amounts being supplied or active drug or placebo not being properly identified; |
• | the possibility of clinical supplies not being delivered to clinical sites on time, leading to clinical trial interruptions, or, following approval by regulatory authorities, of drug supplies not being distributed to commercial vendors in a timely manner, resulting in lost sales; and |
• | the possible misappropriation of our proprietary information, including our trade secrets and know-how. |
• | counterparties generally have significant discretion, if not total control, in determining the efforts and resources that they will apply to these development efforts; |
• | counterparties may not properly or adequately obtain, maintain, enforce, or defend intellectual property or proprietary rights relating to our intellectual property or may use our proprietary information in such a way as to expose us to potential litigation or other intellectual property-related proceedings, including proceedings challenging the scope, ownership, validity, and enforceability of our intellectual property; |
• | counterparties may own or co-own with us intellectual property covering their product candidates, and, in such cases, we typically will not have the exclusive right to commercialize such intellectual property or their product candidates based on the terms of the licensing agreement; |
• | we may need the cooperation of these counterparties to enforce or defend any intellectual property we contribute to the program; |
• | counterparties typically will control the interactions with regulatory authorities related to their product candidates, which may impact our ability to obtain and maintain regulatory approval of our own product candidates; |
• | disputes may arise between the counterparties and us that result in the delay or termination of the research, development, or commercialization of our product candidates or research programs or that result in costly litigation or arbitration that diverts management attention and resources; |
• | counterparties may decide to not pursue development and commercialization of any product candidates that are derived from our licensed technology, or may elect not to continue or renew development or commercialization programs based on clinical trial results, changes in the counterparties’ strategic focus or available funding or external factors such as an acquisition that diverts resources or creates competing priorities, or counterparties may elect to fund or commercialize a competing product; |
• | counterparties could independently develop, or develop with third parties, products that compete directly or indirectly with our product candidates or research programs if the collaborators believe that |
competitive products are more likely to be successfully developed or can be commercialized under terms that are more economically attractive than ours; |
• | counterparties may not commit sufficient resources to the marketing and distribution of their product candidates, resulting in lower royalties to us; |
• | counterparties may grant sublicenses to our technology or undergo a change of control, and the sublicensees or new owners may decide to pursue a strategy with respect to the program which is not in our best interest; |
• | counterparties may become bankrupt, which may significantly delay our research or development programs, or may cause us to lose access to valuable technology, know-how, or intellectual property of the counterparty relating to our technology in relation to the terms of the licensing agreement; |
• | if these counterparties do not satisfy their obligations under our agreements with them, or if they terminate our licensing agreements with them, we may be adversely impacted; and |
• | licensing agreements may not lead to development or commercialization of product candidates in the most efficient manner or at all. |
• | exposure to unknown liabilities; |
• | increased operating expenses and cash requirements; |
• | the assumption of additional indebtedness or contingent liabilities; |
• | the issuance of our equity securities; |
• | assimilation of operations, intellectual property, and products of an acquired company, including costs and difficulties associated with integrating new personnel; |
• | the diversion of our management’s attention from our existing product programs and initiatives in pursuing such a strategic merger or acquisition; |
• | retention of key employees, the loss of key personnel, and uncertainties in our ability to maintain key business relationships; |
• | impairment of relationships with key collaborators and other counterparties of any acquired businesses due to changes in management and ownership; |
• | risks and uncertainties associated with the other party to such a transaction, including the prospects of that party and their existing products or product candidates and marketing approvals; and |
• | our inability to generate revenue from acquired technology and/or products sufficient to meet our objectives in undertaking the acquisition or even to offset the associated acquisition and maintenance costs. |
• | delays or difficulties in enrolling and retaining subjects, including elderly subjects, who are at a higher risk of severe illness or death from COVID-19, in our ongoing clinical trials and our future clinical trials; |
• | delays or difficulties in clinical site initiation, including due to difficulties in staffing and recruiting at clinical sites; |
• | difficulties interpreting data from our clinical trials due to the possible effects of COVID-19 on subjects; |
• | diversion of healthcare resources away from the conduct of clinical trials, including the diversion of hospitals serving as our clinical trial sites and hospital staff supporting the conduct of clinical trials; |
• | interruption of key clinical trial activities, such as clinical trial site monitoring, due to limitations on travel imposed or recommended by federal or state governments, employers and others; |
• | limitations in resources, including our employees, that would otherwise be focused on the conduct of our business or our current or planned clinical trials or preclinical research, including because of sickness, the desire to avoid contact with large groups of people, or restrictions on movement or access to our facility as a result of government-imposed “shelter in place” or similar working restrictions; |
• | interruptions, difficulties or delays arising in our existing operations and company culture as a result of some or all of our employees working remotely, including those hired during the COVID-19 pandemic; |
• | delays in receiving approval from regulatory authorities to initiate our clinical trials; |
• | interruptions in preclinical studies due to restricted or limited operations at the CROs conducting such studies; |
• | interruptions or delays in the operations of the FDA or other domestic or foreign regulatory authorities, which may impact review and approval timelines; |
• | delays in receiving the supplies, materials and services needed to conduct clinical trials and preclinical research; |
• | changes in regulations as part of a response to the COVID-19 pandemic which may require us to change the ways in which our clinical trials are conducted, which may result in unexpected costs or require us to discontinue the clinical trial altogether; |
• | interruptions or delays to our development pipeline; |
• | delays in necessary interactions with regulators, ethics committees and other important agencies and contractors due to limitations in employee resources or forced furlough of government or contractor personnel; and |
• | refusal of the FDA to accept data from clinical trials in affected geographies outside of the United States. |
• | the impact of the COVID-19 pandemic on our financial condition and the results of operations; |
• | our operating and financial performance and prospects; |
• | our quarterly or annual earnings or those of other companies in our industry compared to market expectations; |
• | conditions that impact demand for our products and/or services; |
• | future announcements concerning our business, our clients’ businesses or our competitors’ businesses; |
• | the public’s reaction to our press releases, other public announcements and filings with the SEC; |
• | the market’s reaction to our reduced disclosure and other requirements as a result of being an “emerging growth company” under the Jumpstart Our Business Startups Act (the “JOBS Act”); |
• | the size of our public float; |
• | coverage by or changes in financial estimates by securities analysts or failure to meet their expectations; |
• | market and industry perception of our success, or lack thereof, in pursuing our growth strategy; |
• | strategic actions by us or our competitors, such as acquisitions or restructurings; |
• | changes in laws or regulations which adversely affect our industry or us; |
• | privacy and data protection laws, privacy or data breaches, or the loss of data; |
• | changes in accounting standards, policies, guidance, interpretations or principles; |
• | changes in senior management or key personnel; |
• | issuances, exchanges or sales, or expected issuances, exchanges or sales of our capital stock; |
• | changes in our dividend policy; |
• | adverse resolution of new or pending litigation against us; and |
• | changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of our common stock; |
• | a limited amount of analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | a staggered board, which means that our Board is classified into three classes of directors with staggered three-year terms and directors are only able to be removed from office for cause; |
• | limitations on convening special stockholder meetings, which could make it difficult for our stockholders to adopt desired governance changes; |
• | a prohibition on stockholder action by written consent, which means that our stockholders are only be able to take action at a meeting of stockholders and are not able to take action by written consent for any matter; |
• | a forum selection clause, which means certain litigation against us can only be brought in Delaware; |
• | the authorization of undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and |
• | advance notice procedures, which apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders. |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the Business Combination; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | our financial performance following this offering; |
• | failure to realize the anticipated benefits of the Business Combination; |
• | the outcome of any legal proceedings that may be instituted against us related to the Business Combination; |
• | the timing and focus of Apexigen’s current and future clinical trials, and the reporting of data from those trials; |
• | Apexigen’s ability to obtain and maintain regulatory approval of its product candidates; |
• | Apexigen’s estimates of the number of patients in the United States who suffer from the diseases it is targeting and the number of patients that will enroll in clinical trials; |
• | the timing or likelihood of regulatory filings and approvals for Apexigen’s product candidates for various diseases; |
• | Apexigen’s plans relating to commercializing its product candidates, if approved, including which indications will be pursued; |
• | the ability of Apexigen’s clinical trials to demonstrate safety and efficacy, and other positive results, of its product candidates; |
• | the beneficial characteristics, safety, efficacy, and therapeutic effects of Apexigen’s product candidates; |
• | the development of competitors’ product candidates; |
• | existing regulations and regulatory developments in the United States and other jurisdictions; |
• | the need to hire additional personnel and our ability to attract and retain such personnel; |
• | Apexigen’s plans and ability to obtain, maintain, enforce, or protect intellectual property rights; |
• | Apexigen’s continued reliance on third parties to conduct additional clinical trials of its product candidates, and for the manufacture of its product candidates for preclinical studies and clinical trials; and |
• | the success of Apexigen’s licensing agreements. |
• | audited historical financial statements of BCAC for the year ended December 31, 2021 filed with this prospectus; |
• | unaudited historical condensed financial statements of BCAC as of and for the six months ended June 30, 2022 filed with this prospectus; |
• | audited historical financial statements of Legacy Apexigen for the year ended December 31, 2021 filed with this prospectus; |
• | unaudited historical condensed financial statements of Legacy Apexigen as of and for the six months ended June 30, 2022 filed with this prospectus; and |
• | other information relating to BCAC and Apexigen included in this prospectus, including the Business Combination Agreement and the description of certain terms thereof and the financial and operational condition of BCAC and Apexigen. |
• | the Merger of Merger Sub, the wholly owned subsidiary of BCAC, with and into Legacy Apexigen, with Legacy Apexigen as the surviving company; |
• | the cancellation of each issued and outstanding share of Legacy Apexigen’s capital stock (including shares of Apexigen capital stock resulting from the conversion of Legacy Apexigen’s preferred stock or the exercise of Legacy Apexigen Options or Legacy Apexigen Warrants) and the conversion into the right to receive a number of shares of Combined Company common stock based on the Exchange Ratio; |
• | the conversion on a net-exercise basis of one Legacy Apexigen Warrant (the “Convertible Warrant”), pursuant to its terms, immediately prior to the Closing into shares of Combined Company common stock based on the Exchange Ratio; |
• | the exchange of an outstanding Legacy Apexigen Warrant (other than the Convertible Warrant) into a warrant exercisable for shares of Combined Company common stock with the same terms except for the number of shares exercisable and the exercise price, each of which was adjusted using the Exchange Ratio; and |
• | the exchange of all outstanding vested and unvested Legacy Apexigen Options into Combined Company Options exercisable for shares of Combined Company common stock with the same terms. except for the number of shares exercisable and the exercise price, each of which was adjusted using the Exchange Ratio. |
• | PIPE Investment: Issuance and sale of 1,452,000 PIPE Units at a purchase price of $10.00 per unit pursuant to the PIPE Investment. The PIPE Investors purchased units, each of which includes one share of Combined Company common stock and one-half of one warrant to purchase a share of Combined Company common stock. The PIPE Investment resulted in the issuance of 1,452,000 shares of Combined Company common stock and 726,000 PIPE Warrants. In addition, shortly after the Closing Apexigen anticipates issuing and selling 50,000 additional PIPE Units for proceeds of $500,000. These additional PIPE Units have not been reflected in the pro forma. |
• | Lincoln Park Purchase Arrangement: BCAC, Legacy Apexigen and Lincoln Park entered into a purchase agreement pursuant to which the Combined Company may direct Lincoln Park to purchase up to $50.0 million of Combined Company common stock from time to time over a 24-month period following the Closing, subject to certain limitations contained in the Lincoln Park Purchase Agreement. At the Closing, the Combined Company issued 150,000 shares of Combined Company common stock to Lincoln Park. 90 days after the Closing, the Combined Company is obligated to issue $1.5 million of shares of Combined Company common stock to Lincoln Park at a price per share equal to the arithmetic average of the closing sale price for Combined Company common stock during the 10 consecutive business days immediately preceding the share delivery date, not to exceed 500,000 shares. |
• | Forfeited Sponsor Shares: In connection with the Closing, the Sponsor forfeited 436,021 shares of common stock. |
• | BCAC Stockholder Redemptions: On April 26, 2022, BCAC held a special meeting of its stockholders. BCAC stockholders approved a proposal to amend BCAC’s Amended and Restated Certificate of Incorporation to extend the date by which BCAC must consummate a business combination transaction from May 2, 2022 on a monthly basis up to November 2, 2022. In connection with this special meeting, BCAC Public Stockholders elected to redeem 688,408 shares of common stock for total redemption proceeds of $7.0 million (the “April Partial Redemption”). The April Partial Redemption is reflected in the unaudited historical condensed financial statements of BCAC as of June 30, 2022. In addition, BCAC Public Stockholders elected to redeem 4,618,607 additional shares of Combined Company common stock for $47.2 million upon the Merger Closing (the “Closing Redemption”). These redemptions have been reflected below. |
• | Sponsor Extension Note: In May and June 2022, BCAC issued non-convertible unsecured promissory notes in the principal amount of $0.5 million to the Sponsor (“Extension Notes”) in exchange for funds that were deposited into the Trust Account. The Extension Notes were issued in connection with the approval of the Amendment to BCAC’s Amended and Restated Certificate of Incorporation and extension (the “Extension”) of the date by which the Company was required to consummate a business combination transaction from May 2, 2022 (the date which was 15 months from the closing date of the Company’s initial public offering of units) and constitute monthly contributions. The Sponsor was repaid in cash upon the Merger Closing. These transactions have been reflected below. |
• | Sponsor Working Capital Note: On May 2, 2022, BCAC issued an additional convertible unsecured promissory note (the “Working Capital Note”) in the principal amount of $0.4 million to the Sponsor. The Working Capital Note was issued to provide BCAC with additional working capital during the Extension and will not be deposited into the Trust Account. BCAC issued the Working Capital Note in consideration for a loan from the Sponsor to fund BCAC’s working capital requirements. As of the Closing Date, approximately $0.4 million was drawn and approximately $65,000 was not drawn of the Working Capital Note principal amount. The Working Capital Note was settled in cash upon the Merger closing. |
Shares |
% |
|||||||
BCAC Public Stockholders (1) |
442,985 | 2.1 | % | |||||
Sponsor (2) |
1,190,979 | 5.6 | % | |||||
BCAC IPO Underwriter and Certain of Its Employees (3) |
57,500 | 0.2 | % | |||||
Legacy Apexigen equity holders (4) |
18,151,571 | 84.6 | % | |||||
PIPE Investors (5) |
1,452,000 | 6.8 | % | |||||
Lincoln Park (6) |
150,000 | 0.7 | % | |||||
|
|
|
|
|||||
Combined Company common stock outstanding at Merger Closing |
21,445,035 | 100.0 | % | |||||
|
|
|
|
(1) | Amount reflects the April Partial Redemption and the Closing Redemption. Amount excludes 2,875,000 outstanding Public Warrants issued in connection with the BCAC IPO as such securities are not exercisable until August 28, 2022, the date that is 30 days after the Merger Closing. |
(2) | The Sponsor holds 1,190,979 shares of BCAC Common Stock, comprised of 1,380,000 Founder Shares and 247,000 shares of BCAC Common Stock issued as constituent securities of the units issued in the Private Placement, net of 436,021 shares forfeited by the Sponsor upon the Closing. This amount excludes 123,500 Private Warrants. |
(3) | BCAC Underwriter and Certain of Its Employees hold 57,500 shares of BCAC Common Stock. |
(4) | Amount excludes Combined Company options and warrants exercisable for 3,415,868 and 4,321 shares of Combined Company common stock, respectively, that were issued on conversion of equivalent Legacy Apexigen Options and Legacy Apexigen Warrants with the same terms and conditions, except for adjustment for the Exchange Ratio. |
(5) | The PIPE Investors purchased units each of which includes one share of Combined Company common stock and one-half of one warrant to purchase Combined Company common stock (each such warrant, a “PIPE Warrant”) for $10.00 per unit at the Closing. This amount includes 1,452,000 shares of Combined Company common stock issued to the PIPE investors and excludes 726,000 PIPE warrants issued to the PIPE Investors. |
(6) | This amount includes 150,000 shares of Combined Company common stock issued to Lincoln Park associated with the financing arrangement upon the Closing and excludes the $1.5 million commitment to issue additional shares of Combined Company common stock, not to exceed 500,000 shares, to Lincoln Park 90 days after the Closing, as well as any draws on the Lincoln Park line. |
• | Legacy Apexigen stockholders comprise a majority of approximately 85% of the voting power of the Combined Company; |
• | Legacy Apexigen had the ability to nominate a majority of the members of the board of directors of the Combined Company; |
• | Legacy Apexigen’s operations prior to the acquisition comprise the only ongoing operations of Combined Company; |
• | Legacy Apexigen’s senior management comprise the senior management of Combined Company; |
• | The Combined Company has assumed the Apexigen name; |
• | The ongoing operations of Legacy Apexigen have become the operations of the Combined Company; and |
• | Legacy Apexigen’s headquarters have become the Combined Company’s headquarters. |
BCAC (Historical) |
Apexigen (Historical) |
Transaction Accounting Adjustments (Note 2) |
Pro Forma Combined |
|||||||||||||||
Assets |
||||||||||||||||||
Current assets: |
||||||||||||||||||
Cash and cash equivalents |
$ | 77 | $ | 11,644 | $ | 51,704 | A |
$ | 21,722 | |||||||||
14,520 | B |
|||||||||||||||||
(3,852 | ) | C |
||||||||||||||||
(4,294 | ) | CC |
||||||||||||||||
(47,214 | ) | E |
||||||||||||||||
(863 | ) | J |
||||||||||||||||
Short-term investments |
— | 9,981 | — | 9,981 | ||||||||||||||
Deferred issuance costs, current |
— | — | 1,525 | I |
1,525 | |||||||||||||
Prepaid expenses and other current assets |
43 | 3,378 | (2,241 | ) | C |
1,130 | ||||||||||||
(50 | ) | I |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total current assets |
120 | 25,003 | 9,235 | 34,358 | ||||||||||||||
Property and equipment, net |
— | 190 | — | 190 | ||||||||||||||
Right-of-use |
— | 294 | — | 294 | ||||||||||||||
Investments held in Trust Account |
51,704 | — | (51,704 | ) | A |
— | ||||||||||||
Deferred issuance costs, non-current |
— | — | 1,525 | I |
1,525 | |||||||||||||
Other assets |
— | 331 | — | 331 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total assets |
$ | 51,824 | $ | 25,818 | $ | (40,944 | ) | $ | 36,698 | |||||||||
|
|
|
|
|
|
|
|
|||||||||||
Liabilities, Convertible Preferred Stock and Stockholders’ Equity (Deficit) |
||||||||||||||||||
Current liabilities: |
||||||||||||||||||
Accounts payable |
$ | 133 | $ | 7,704 | $ | (1,337 | ) | C |
$ | 6,442 | ||||||||
(58 | ) | CC |
||||||||||||||||
Accrued expenses |
3,639 | 7,497 | 1,500 | I |
9,075 | |||||||||||||
(245 | ) | C |
||||||||||||||||
(3,316 | ) | CC |
||||||||||||||||
Accrued expenses – related party |
181 | — | (171 | ) | CC |
10 | ||||||||||||
Deferred revenue |
— | 4,601 | — | 4,601 | ||||||||||||||
Lease liabilities, current portion |
— | 312 | — | 312 | ||||||||||||||
Nonconvertible promissory note |
501 | — | (501 | ) | J |
— | ||||||||||||
Convertible promissory note |
362 | — | (362 | ) | J |
— | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total current liabilities |
4,816 | 20,114 | (4,490 | ) | 20,440 | |||||||||||||
Derivative warrant liabilities |
14 | — | — | 14 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities |
4,830 | 20,114 | (4,490 | ) | 20,454 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Convertible preferred stock |
— | 158,707 | (158,707 | ) | G |
— | ||||||||||||
Common stock subject to possible redemption |
51,621 | — | (51,621 | ) | D |
— | ||||||||||||
Stockholders’ equity (deficit): |
|
|||||||||||||||||
Combined Company common stock |
— | — | 1 | B |
2 | |||||||||||||
— | D |
|||||||||||||||||
1 | G |
|||||||||||||||||
Apexigen common stock |
— | 31 | (31 | ) | H |
— | ||||||||||||
Additional paid-in capital |
— | 8,853 | 14,519 | B |
178,129 | |||||||||||||
(4,511 | ) | C |
||||||||||||||||
51,621 | D |
|||||||||||||||||
(47,214 | ) | E |
||||||||||||||||
(5,376 | ) | F |
||||||||||||||||
158,706 | G |
|||||||||||||||||
31 | H |
|||||||||||||||||
1,500 | I |
|||||||||||||||||
Accumulated other comprehensive income |
— | (17 | ) | — | (17 | ) | ||||||||||||
Accumulated deficit |
(4,627 | ) | (161,870 | ) | 5,376 | F |
(161,870 | ) | ||||||||||
(749 | ) | CC |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total stockholders’ equity (deficit) |
(4,627 | ) | (153,003 | ) | 173,874 | 16,244 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities, convertible preferred stock and stockholders’ equity (deficit) |
$ | 51,824 | $ | 25,818 | $ | 40,944 | $ | 36,698 | ||||||||||
|
|
|
|
|
|
|
|
BCAC (Historical) |
Apexigen (Historical) |
Transaction Accounting Adjustments (Note 2) |
Pro Forma Combined |
|||||||||||||||
Operating expenses: |
||||||||||||||||||
Research and development |
$ | — | $ | 13,113 | $ | — | $ | 13,113 | ||||||||||
General and administrative |
4,140 | 4,124 | — | 8,264 | ||||||||||||||
Administrative expenses - related party |
60 | — | — | 60 | ||||||||||||||
Franchise tax expense |
37 | — | — | 37 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total operating expenses |
4,237 | 17,237 | — | 21,474 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Loss from operations |
(4,237 | ) | (17,237 | ) | — | (21,474 | ) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Other income (expense), net |
||||||||||||||||||
Interest income |
— | 91 | — | 91 | ||||||||||||||
Change in fair value of derivative warrant liabilities |
41 | — | — | 41 | ||||||||||||||
Net gain from investments held in Trust Account |
73 | — | (73 | ) | K |
— | ||||||||||||
Interest expense |
(8 | ) | — | — | (8 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total other income (expense) net |
106 | 91 | (73 | ) | 124 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Loss before provision for income taxes |
(4,131 | ) | (17,146 | ) | (73 | ) | (21,350 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Net loss |
$ | (4,131 | ) | $ | (17,146 | ) | $ | (73 | ) | $ | (21,350 | ) | ||||||
|
|
|
|
|
|
|
|
|||||||||||
Comprehensive loss: |
||||||||||||||||||
Net loss |
$ | (4,131 | ) | $ | (17,146 | ) | $ | (73 | ) | $ | (21,448 | ) | ||||||
Other comprehensive loss |
||||||||||||||||||
Unrealized loss on marketable securities |
— | (13 | ) | — | (13 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Comprehensive loss |
$ | (4,131 | ) | $ | (17,159 | ) | $ | (73 | ) | $ | (21,363 | ) | ||||||
|
|
|
|
|
|
|
|
|||||||||||
Weighted average shares outstanding - Combined Company common stock - basic and diluted |
— | — | — | L |
21,381,179 | |||||||||||||
Basic and diluted net loss per share - Combined Company common stock |
— | — | — | L |
$ | (1.00 | ) | |||||||||||
Weighted average shares outstanding - Apexigen common stock - basic and diluted |
— | 31,425,054 | — | — | ||||||||||||||
Basic and diluted net loss per share – Apexigen common stock |
— | $ | (0.55 | ) | — | — | ||||||||||||
Weighted average shares outstanding - BCAC redeemable common stock – basic and diluted |
5,498,978 | — | — | — | ||||||||||||||
Basic and diluted net loss per share, BCAC redeemable common stock |
$ | (0.57 | ) | — | — | — | ||||||||||||
Weighted average shares outstanding - BCAC non-redeemable common stock – basic and diluted |
1,684,500 | — | |
— |
|
— | ||||||||||||
Basic and diluted net loss per share, non-redeemable common stock |
$ | (0.57 | ) | — | — | — |
BCAC (Historical) |
Apexigen (Historical) |
Transaction Accounting Adjustments (Note 2) |
Pro Forma Combined |
|||||||||||||||
Operating expenses: |
||||||||||||||||||
Research and development |
$ | — | $ | 21,664 | $ | — | $ | 21,664 | ||||||||||
General and administrative |
411 | 7,293 | 4,294 | M |
11,998 | |||||||||||||
Administrative expenses - related party |
110 | — | — | 110 | ||||||||||||||
Franchise tax expense |
82 | — | — | 82 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total operating expenses |
603 | 28,957 | 4,294 | 33,854 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Loss from operations |
(603 | ) | (28,957 | ) | (4,294 | ) | (33,854 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Other income (expense), net |
||||||||||||||||||
Interest income |
— | 41 | — | 41 | ||||||||||||||
Change in fair value of derivative warrant liabilities |
110 | — | — | 110 | ||||||||||||||
Offering costs allocated to private warrants |
(1 | ) | — | — | (1 | ) | ||||||||||||
Net gain (loss) from investments held in Trust Account |
10 | — | (10 | ) | N |
— | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total other income (expense) net |
119 | 41 | (10 | ) | 150 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Loss before provision for income taxes |
(484 | ) | (28,916 | ) | (4,304 | ) | (33,704 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Net loss |
$ | (484 | ) | $ | (28,916 | ) | $ | (4,304 | ) | (33,704 | ) | |||||||
|
|
|
|
|
|
|
|
|||||||||||
Comprehensive loss: |
||||||||||||||||||
Net loss |
$ | (484 | ) | $ | (28,916 | ) | $ | (4,304 | ) | $ | (33,704 | ) | ||||||
Other comprehensive loss |
||||||||||||||||||
Unrealized loss on marketable securities |
— | (7 | ) | — | (7 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Comprehensive loss |
$ | (484 | ) | $ | (28,923 | ) | $ | (4,304 | ) | $ | (33,711 | ) | ||||||
|
|
|
|
|
|
|
|
|||||||||||
Weighted average shares outstanding - Combined Company common stock - basic and diluted |
— | — | — | O |
21,327,494 | |||||||||||||
Basic and diluted net loss per share - Combined Company common stock |
— | — | — | O |
$ | (1.58 | ) | |||||||||||
Weighted average shares outstanding of Apexigen common stock - basic and diluted |
— | 30,901,032 | — | — | ||||||||||||||
Basic and diluted net loss per share – Apexigen common stock |
— | $ | (0.94 | ) | — | — | ||||||||||||
Weighted average shares outstanding - BCAC redeemable common stock – basic and diluted |
5,245,890 | — | — | — | ||||||||||||||
Basic and diluted net loss per share, BCAC redeemable common stock |
$ | (0.07 | ) | — | — | — | ||||||||||||
Weighted average shares outstanding - BCAC non-redeemable common stock – basic and diluted |
1,646,407 | — | — | — | ||||||||||||||
Basic and diluted net loss per share, BCAC non-redeemable common stock |
$ | (0.07 | ) | — | — | — |
(A) | Reflects the liquidation and reclassification of $51.7 million of investments held in the Trust Account to cash and cash equivalents that becomes available for general use by Combined Company following the Closing. |
(B) | Reflects the gross proceeds of $14.5 million from the issuance and sale of 1,452,000 units to PIPE investors at $10.00 per unit that are comprised of the issuance of 1,452,000 shares of Combined Company common stock and the issuance of 726,000 PIPE Warrants. |
(C) | Reflects the direct and incremental cash transaction costs incurred by Legacy Apexigen related to the Merger of approximately $4.5 million for financial advisory, legal, accounting and other fees reflected in the unaudited pro forma condensed combined balance sheet. Legacy Apexigen has reflected the direct and incremental transaction costs related to the Merger as a reduction to the Combined Company’s additional paid-in capital. As of June 30, 2022, Legacy Apexigen had deferred incremental transaction costs incurred of $2.2 million, of which $1.3 million was unpaid in accounts payable and $0.2 million was unpaid in accrued expenses. |
(CC) | Reflects the direct and incremental cash transaction costs incurred by BCAC related to the Merger of approximately $4.3 million reflected in the unaudited pro forma condensed combined balance sheet. As of June 30, 2022, BCAC had incurred and expensed $3.5 million, of which $0.1 million was unpaid in accounts payable, $3.3 million was unpaid in accrued expenses, $0.1 million was unpaid in accrued liabilities - related party, and $0.8 million was reflected as additional accumulated deficit. |
(D) | Reflects the reclassification of the remaining BCAC Common Stock subject to possible redemption to permanent equity before the Closing Redemption and reclassification of the remaining 442,985 shares of BCAC Common Stock into shares of Combined Company common stock on a one-to-one-basis. |
(E) | Reflects the Closing Redemption, i.e., the redemption of an additional 4,618,607 shares of Combined Company common stock for $47.2 million, allocated to the Combined Company common stock and additional paid-in-capital |
(F) | Reflects the elimination of BCAC’s historical retained earnings of $5.3 million and BCAC direct and incremental transaction costs incurred and expensed through the Merger closing of $5.3 million with a corresponding adjustment to additional paid-in capital for the Combined Company in connection with the reverse recapitalization at the closing. |
(G) | Reflects the conversion of Legacy Apexigen convertible preferred stock into Combined Company common stock upon the Closing. |
(H) | Reflects the difference in par value between Legacy Apexigen common stock of $0.001 value per share and BCAC Common Stock of $0.0001 per share. The par value of the Combined Company common stock is $0.0001 per share. |
(I) | Reflects deferred issuance costs of $3.1 million associated with the Lincoln Park Purchase Agreement that is comprised of the following: 1) $1.5 million that represents the issuance of 150,000 shares of Combined Company common stock at Closing at a deemed price of $10.00 per share, 2) commitment to issue $1.5 million of additional shares of Combined Company common stock ninety 90 days after Closing, subject to a maximum of 500,000 shares, and 3) $50,000 recorded in prepaid and other assets for cash paid to Lincoln Park as of June 30, 2022. |
(J) | Reflects the promissory notes received by BCAC of $0.9 million from the Sponsor related to the Extension Notes and Working Capital Note during May and June 2022, which the Combined Company repaid upon the Merger closing. |
(K) | Represents the elimination of investment income related to the investments held in the BCAC Trust Account. |
(L) | The calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the Merger occurred on January 1, 2021, and the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares were outstanding for the entire period presented. |
(M) | Reflects $4.3 million of BCAC direct and incremental transaction costs incurred and expensed through the Merger closing. |
(N) | Represents the elimination of investment income related to the investments held in the BCAC Trust Account. |
(O) | The calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the Merger occurred on January 1, 2021, and the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares were outstanding for the entire period presented. |
Year Ended December 31, 2021 |
Six months Ended June 30, 2022 |
|||||||
Pro forma net loss |
$ | (33,704 | ) | $ | (21,350 | ) | ||
Pro forma weighted average shares outstanding, basic and diluted |
21,327,494 | 21,381,179 | ||||||
Pro forma net loss per share, basic and diluted - common stock |
$ | (1.58 | ) | $ | (1.00 | ) | ||
Pro forma weighted average shares calculation, basic and diluted: |
||||||||
BCAC Public Stockholders |
442,985 | 442,985 | ||||||
Sponsor |
1,190,979 | 1,190,979 | ||||||
BCAC IPO Underwriter and Certain of Its Employees |
57,500 | 57,500 | ||||||
Former Apexigen equity holders |
18,034,030 | 18,087,715 | ||||||
PIPE Investors |
1,452,000 | 1,452,000 | ||||||
Lincoln Park |
150,000 | 150,000 | ||||||
|
|
|
|
|||||
21,327,494 | 21,381,179 | |||||||
|
|
|
|
Public Warrants (former BCAC) |
2,875,000 | |||
PIPE Warrants (PIPE Issuance) |
726,000 | |||
Private Warrants (former BCAC) |
123,500 | |||
Stock Options (Legacy Apexigen) |
3,415,868 | |||
Warrants (Legacy Apexigen) |
4,321 | |||
|
|
|||
7,144,689 | ||||
|
|
• | the effectiveness of the registration statement of which this prospectus forms a part lapses for any reason (including, without limitation, the issuance of a stop order or similar order), or any required prospectus supplement and accompanying prospectus are unavailable for the resale by Lincoln Park of our shares of common stock offered hereby, and such lapse or unavailability continues for a period of 10 consecutive business days or for more than an aggregate of 30 business days in any 365-day period, but excluding a lapse or unavailability where (i) the Company terminates a registration statement after Lincoln Park has confirmed in writing that all of the shares covered thereby have been resold or (ii) the Company supersedes one registration statement with another registration statement, including (without limitation) when the Registration Statement is effectively replaced with a new registration statement covering shares (provided in the case of this clause (ii) that all of the shares covered by the superseded (or terminated) registration statement that have not theretofore been sold to the Lincoln Park are included in the superseding (or new) registration statement); |
• | suspension by our principal market of our shares of common stock from trading for a period of one business day; |
• | the delisting of our shares of common stock from The Nasdaq Capital Market, provided our shares of common stock are not immediately thereafter trading on the NYSE, the NYSE American, the NYSE |
Arca, the OTC Bulletin Board, the OTCQX operated by the OTC Markets Group, Inc., the OTCQB operated by the OTC Markets Group, Inc. (or any nationally recognized successor to any of the foregoing); |
• | if at any time the Exchange Cap (as defined in the Lincoln Park Purchase Agreement) is reached unless and until stockholder approval is obtained, to the extent applicable; |
• | the failure of our transfer agent to issue to Lincoln Park shares of common stock within three business days after the applicable date on which Lincoln Park is entitled to receive such shares; |
• | any breach of the representations, warranties, or covenants contained in the Lincoln Park Purchase Agreement or Registration Rights Agreement that has or would reasonably be expected to have a material adverse effect on us and, in the case of a breach of a covenant that is reasonably curable, that is not cured within five business days; |
• | any voluntary or involuntary participation or threatened participation in bankruptcy proceedings by or against us; or |
• | if at any time we are not eligible to transfer our shares of common stock electronically as DWAC shares. |
• | 3,415,868 shares of our common stock issuable upon the exercise of options assumed from Legacy Apexigen as a result of the Business Combination, with a weighted-average exercise price of $3.15 per share; |
• | 3,724,500 shares of our common stock issuable upon the exercise of warrants, each with an exercise price of $11.50 per share; |
• | 4,321 shares of our common stock issuable upon the exercise of a warrant assumed from Legacy Apexigen as a result of the Business Combination, with an exercise price of $1.55 per share; |
• | 2,573,405 shares of our common stock reserved for future issuance under our 2022 Plan; |
• | 257,341 shares of our common stock reserved for future issuance under our 2022 ESPP; and |
• | any additional shares that we may issue to Lincoln Park pursuant to the Lincoln Park Purchase Agreement dated March 17, 2022, should we elect to sell such shares to Lincoln Park. |
Selling Stockholder |
Shares Beneficially Owned Before this Offering |
Percentage of Outstanding Shares Beneficially Owned Before this Offering |
Shares to be Sold in this Offering Assuming the Company issues the Maximum Number of Shares Under the Lincoln Park Purchase Agreement |
Percentage of Outstanding Shares Beneficially Owned After this Offering |
||||||||||||
Lincoln Park Capital Fund, LLC (1) |
150,000 | (2) |
* | (3) |
17,316,667 | (4) |
* |
* | Represents less than 1% of the outstanding shares and/or assumes all shares of common stock registered hereunder have been resold by Lincoln Park. |
(1) | Josh Scheinfeld and Jonathan Cope, the Managing Members of Lincoln Park Capital, LLC, are deemed to be beneficial owners of all of the shares of common stock owned by Lincoln Park Capital Fund, LLC. Messrs. Cope and Scheinfeld have shared voting and investment power over the shares being offered under the prospectus in connection with the transactions contemplated under the Lincoln Park Purchase Agreement. Lincoln Park Capital, LLC is not a licensed broker dealer or an affiliate of a licensed broker dealer. |
(2) | Represents 150,000 shares of common stock issued to Lincoln Park on the Closing Date as consideration for its commitment to purchase shares of common stock under the Lincoln Park Purchase Agreement, all of which are covered by the registration statement that includes this prospectus. We have excluded from the number of shares beneficially owned by Lincoln Park prior to the offering (i) the $1,500,000 of Additional Commitment Shares that we are obligated to issue to Lincoln Park on the date that is 90 days following the closing of the Business Combination, and (ii) all of the shares of common stock that Lincoln Park may be required to purchase on or after the date of this prospectus pursuant to the Lincoln Park Purchase Agreement, because the issuance of such shares is solely at our discretion and is subject to certain conditions, the satisfaction of all of which are outside of Lincoln Park’s control, including the registration statement of which this prospectus is a part becoming and remaining effective. Furthermore, under the terms of the Lincoln Park Purchase Agreement, issuances and sales of shares of common stock to Lincoln Park are subject to certain limitations on the amounts we may sell to Lincoln Park at any time, including the Beneficial Ownership Cap (as defined in the Lincoln Park Purchase Agreement). See the description under the heading “ The Lincoln Park Transaction |
(3) | Based on 21,445,035 outstanding shares of common stock as of the Closing Date. |
(4) | Represents: (i) 150,000 Commitment Shares issued to Lincoln Park upon the closing of the Business Combination as a fee for its commitment to purchase shares of common stock under the Lincoln Park Purchase Agreement; (ii) the 500,000 Additional Commitment Shares, which is the maximum number of Additional Commitment Shares that we are obligated to issue to Lincoln Park on the date that is 90 days following the closing of the Business Combination, and (iii) an aggregate of 16,666,667 shares that may be sold by us to Lincoln Park at our discretion from time to time after the satisfaction of certain conditions set forth in the Lincoln Park Purchase Agreement, including that the SEC has declared effective the registration statement that includes this prospectus. The number of shares ultimately offered for resale by Lincoln Park is dependent upon the number of shares we sell to Lincoln Park under the Lincoln Park Purchase Agreement, which will vary depending on the prices at which we sell shares, if any, to Lincoln Park. |
• | Expenses incurred under agreements with third-party contract research organizations for clinical development; |
• | Costs related to production of drug substance, drug product and clinical supply, including fees paid to third-party contract manufacturers; |
• | Laboratory and vendor expenses related to the execution of preclinical activities; |
• | Employee-related expenses, which include salaries, benefits and stock-based compensation; and |
• | Facilities, depreciation and amortization, insurance and other direct and allocated expenses incurred in Apexigen’s research and development activities |
Three Months Ended |
Six Months Ended |
|||||||||||||||
2021 |
2022 |
2021 |
2022 |
|||||||||||||
(Unaudited) | ||||||||||||||||
Clinical development |
$ | 2,025 | $ | 1,599 | $ | 4,091 | $ | 3,428 | ||||||||
Contract manufacturing |
920 | 2,278 | 1,688 | 5,406 | ||||||||||||
Discovery and non-clinical |
434 | 400 | 952 | 825 | ||||||||||||
Personnel costs |
1,009 | 1,403 | 2,267 | 2,881 | ||||||||||||
Other allocated indirect costs |
270 | 325 | 623 | 573 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total research and development expenses |
$ | 4,658 | $ | 6,005 | $ | 9,621 | $ | 13,113 | ||||||||
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||||||||||||||||||
2021 |
2022 |
$ Change |
% Change |
2021 |
2022 |
$ Change |
% Change |
|||||||||||||||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||||||||||||||||||
Operating expenses: |
||||||||||||||||||||||||||||||||
Research and development |
$ | 4,658 | $ | 6,005 | $ | 1,347 | 28.9 | % | $ | 9,621 | $ | 13,113 | $ | 3,492 | 36.3 | % | ||||||||||||||||
General and administrative |
2,389 | 2,139 | (250 | ) | -10.5 | % | 3,928 | 4,124 | 196 | 5.0 | % | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total operating expenses |
7,047 | 8,144 | 1,097 | 15.6 | % | 13,549 | 17,237 | 3,688 | 27.2 | % | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Loss from operations |
(7,047 | ) | (8,144 | ) | (1,097 | ) | 15.6 | % | (13,549 | ) | (17,237 | ) | (3,688 | ) | 27.2 | % | ||||||||||||||||
Interest income, net |
12 | 40 | 28 | 233.3 | % | 27 | 91 | 64 | 237.0 | % | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net loss |
$ | (7,035 | ) | $ | (8,104 | ) | $ | (1,069 | ) | 15.2 | % | $ | (13,522 | ) | $ | (17,146 | ) | $ | (3,624 | ) | 26.8 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
• | the progress, timing, scope, results and costs of Apexigen’s clinical trials and preclinical studies for Apexigen’s product candidates, including the ability to enroll patients in a timely manner for Apexigen’s clinical trials; |
• | the costs of obtaining clinical and commercial supplies and validating the commercial manufacturing process for sotigalimab and any other product candidates; |
• | Apexigen’s ability to successfully commercialize sotigalimab and any other product candidates; |
• | the cost, timing and outcomes of regulatory approvals; |
• | the extent to which Apexigen may acquire or in-license other product candidates and technologies; |
• | the timing and amount of any milestone, royalty or other payments Apexigen is required to make pursuant to any current or future collaboration or license agreement; |
• | the extent to which Apexigen receives royalty payments though Apexigen’s current or any future partnership arrangements; |
• | Apexigen’s ability to attract, hire and retain qualified personnel; |
• | the cost of preparing, filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights; and |
• | the impact of the ongoing COVID-19 pandemic, which may exacerbate the magnitude of the factors discussed above. |
Six Months Ended June 30, |
||||||||
2021 |
2022 |
|||||||
(Unaudited) | ||||||||
Net cash used in operating activities |
$ | (13,432 | ) | $ | (14,142 | ) | ||
Net cash provided by investing activities |
10,297 | 2,919 | ||||||
Net cash (used in) provided by financing activities |
24 | (576 | ) |
• | Sotigalimab co-stimulatory receptor that is essential for activating both the innate and adaptive arms of the immune system, to stimulate an anti-tumor immune response. Sotigalimab is currently in Phase 2 clinical development for the treatment of solid tumors such as melanoma, esophageal and gastroesophageal junction (“GEJ”) cancers, sarcoma, and ovarian cancers in combination with immunotherapy, chemotherapy, radiation therapy and cancer vaccines. |
• | APX601 |
• | Advance sotiga to registrational clinical trials |
• | Continue to advance and expand our pipeline. in-licensing rights to develop product candidates from biotechnology and pharmaceutical companies. |
• | Leverage our APXiMAB platform to develop additional novel product candidates |
• | Establish strategic out-licenses and collaborations to supplement our development capabilities and generate funding. |
• | Build U.S.-focused commercial capabilities. out-licenses and collaborations for the development and commercialization of sotigalimab. |
(1) | Due to the cost of running a subsequent trial of the combination of sotiga with neoadjuvant chemoradiation in esophageal and GEJ cancers, our current resources and the low incidence of esophageal and GEJ cancer in the United States, we expect that for the foreseeable future we will not independently develop sotiga in this combination and setting. Please see “ Phase 2 Clinical Trial of Sotiga as a Neoadjuvant Therapy |
• | Unique epitope specificity to mimic the binding of CD40 ligand (“CD40L”) to the CD40 receptor binding site for increased potency; |
• | An engineered increase in binding to Fc gamma receptor 2B (Fc g RIIB) to increase antibody cross-linking and antitumor potency; and |
• | An engineered reduction in binding to Fc gamma receptor 3a (Fc g RIIIa) to eliminate antibody-dependent cell-mediated cytotoxicity (“ADCC”) effects on CD40-expressing APCs. |
• | Treatment of patients with anti-PD-(L)1 anti-PD-1 |
• | Administration of sotiga in combination with paclitaxel, carboplatin and radiation therapy as a neoadjuvant treatment in patients with esophageal or GEJ cancer that can be removed by surgery; and |
• | Treatment of patients with advanced sarcoma with sotiga in combination with doxorubicin. |
Best Overall Response and DoR | ||||
PR |
n (%) | 5 (15.2%) | ||
SD |
n (%) | 10 (30.3%) | ||
PD |
n (%) | 18 (54.5%) | ||
ORR |
Rate (CI 90%) | 15.2% (6.2%, 29.3%) | ||
DoR (PR)* |
Range | 4.1+ to 24.7+ months |
* | First documented PR to date of progression or last imaging study prior to the end of the trial, whichever occurs first. Four patients had an ongoing PR at the end of the trial, after which we ceased following and monitoring these patients for progression. |
Total Responses |
N (%) |
|||
pCR |
9 (41%) | |||
PR |
11 (50%) | |||
ORR |
20 (91%) |
Responses by Subtype |
N (%) |
|||
Adenocarcinoma pCR Rate |
6/17 (35%) | |||
Squamous Cell Carcinoma pCR Rate |
3/5 (60%) |
• | Generation of hybridomas from rabbit B cells using fusion cell lines which enable us to reproducibly generate large numbers of rabbit monoclonal antibodies; and |
• | Humanization of these antibodies using our MLG (multi lineage guided) humanization technology. |
• | diverse epitope recognition to enable fit-for-purpose |
• | the ability to recognize epitopes that are not immunogenic in other species, including small-size epitopes; and |
• | high affinity and specificity. |
• | completion of extensive preclinical studies in accordance with applicable regulations, including studies conducted in accordance with Good Laboratory Practice (“GLP”) |
• | submission to the FDA of an IND, which must become effective before human clinical trials may begin; |
• | approval by an IRB, or ethics committee at each clinical trial site before each trial may be initiated; |
• | performance of adequate and well-controlled human clinical trials in accordance with applicable IND regulations, GCP requirements and other clinical trial-related regulations to establish the safety and efficacy of the investigational product for each proposed indication; |
• | submission to the FDA of an NDA or BLA; |
• | a determination by the FDA within 60 days of its receipt of an NDA or BLA to accept the filing for review; |
• | satisfactory completion of an FDA pre-approval inspection of the manufacturing facility or facilities where the drug or biologic will be produced to assess compliance with GMP requirements to assure that the facilities, methods and controls are adequate to preserve the drug or biologic’s identity, strength, quality and purity; |
• | potential FDA audit of the preclinical study and/or clinical trial sites that generated the data in support of the NDA or BLA; |
• | FDA review and approval of the NDA or BLA, including consideration of the views of any FDA advisory committee, prior to any commercial marketing or sale of the drug or biologic in the United States; and |
• | compliance with any post-approval requirements, including the potential requirement to implement a REMS, and the potential requirement to conduct post-approval studies. |
• | Phase 1 clinical trials generally involve a small number of healthy volunteers or disease-affected patients who are initially exposed to a single dose and then multiple doses of the product candidate. The primary purpose of these clinical trials is to assess the metabolism, pharmacologic action, pharmacokinetics, toxicity, tolerability, and safety of the drug in humans, and side effects associated with increasing doses for determining a safe clinical dosage range in humans. |
• | Phase 2 clinical trials involve studies in disease-affected patients to determine the dose required to produce the desired benefits. At the same time, safety and further pharmacokinetic and pharmacodynamic information is collected, possible adverse effects and safety risks are identified, and a preliminary evaluation of efficacy is conducted. Multiple Phase 2 clinical trials may be conducted to obtain information prior to beginning larger and more expensive Phase 3 clinical trials. |
• | Phase 3 clinical trials generally involve a large number of patients at multiple sites and are designed to provide the data necessary to demonstrate the effectiveness of the product for its intended use and its safety in use and to establish the overall benefit/risk relationship of the product and provide an adequate basis for product approval. These trials may include comparisons with placebo and/or other comparator treatments. The duration of treatment is often extended to mimic the actual use of a product during marketing. |
• | analytical studies demonstrating that the proposed biosimilar product is highly similar to the approved product notwithstanding minor differences in clinically inactive components; |
• | animal studies (including the assessment of toxicity); and |
• | a clinical trial or trials (including the assessment of immunogenicity and pharmacokinetic or pharmacodynamic) sufficient to demonstrate safety, purity and potency in one or more conditions for which the reference product is licensed and intended to be used. |
• | the proposed biosimilar product and reference product utilize the same mechanism of action for the condition(s) of use prescribed, recommended, or suggested in the proposed labeling, but only to the extent the mechanism(s) of action are known for the reference product; |
• | the condition or conditions of use prescribed, recommended, or suggested in the labeling for the proposed biosimilar product have been previously approved for the reference product; |
• | the route of administration, the dosage form and the strength of the proposed biosimilar product are the same as those for the reference product; and |
• | the facility in which the biological product is manufactured, processed, packed, or held meets standards designed to assure that the biological product continues to be safe, pure, and potent. |
• | the proposed product is biosimilar to the reference product; |
• | the proposed product is expected to produce the same clinical result as the reference product in any given patient; and |
• | for a product that is administered more than once to an individual, the risk to the patient in terms of safety or diminished efficacy of alternating or switching between the biosimilar and the reference product is no greater than the risk of using the reference product without such alternation or switch. |
• | restrictions on the marketing or manufacturing of the product, complete withdrawal of the product from the market, or product recalls; |
• | fines, warning letters, or holds on post-approval clinical studies; |
• | refusal of the FDA to approve pending applications or supplements to approved applications; |
• | applications, or suspension or revocation of product license approvals; |
• | consent decrees, corporate integrity agreements, debarment or exclusion from federal healthcare programs; |
• | mandated modification of promotional materials and labeling and the issuance of corrective information; |
• | the issuance of safety alerts, Dear Healthcare Provider letters, press releases and other communications containing warnings or other safety information about the product; |
• | product seizure or detention, or refusal to permit the import or export of products; or |
• | injunctions or the imposition of civil or criminal penalties. |
• | The Community MA is issued by the European Commission through the Centralized Procedure, based on the opinion of the Committee for Medicinal Products for Human Use (CHMP), of the EMA, and is |
valid throughout the entire territory of the EEA. The Centralized Procedure is mandatory for certain types of products, such as biotechnology medicinal products, orphan medicinal products, advanced-therapy medicines such as gene-therapy, somatic cell-therapy or tissue-engineered medicines and medicinal products containing a new active substance indicated for the treatment of HIV, AIDS, cancer, neurodegenerative disorders, diabetes, auto-immune and other immune dysfunctions and viral diseases. The Centralized Procedure is optional for products containing a new active substance not yet authorized in the EEA, or for products that constitute a significant therapeutic, scientific or technical innovation or which are in the interest of public health in the EU. |
• | National MAs, which are issued by the competent authorities of the Member States of the EEA and only cover their respective territory, are available for products not falling within the mandatory scope of the Centralized Procedure. Where a product has already been authorized for marketing in a Member State of the EEA, this National MA can be recognized in another Member States through the Mutual Recognition Procedure. If the product has not received a National MA in any Member State at the time of application, it can be approved simultaneously in various Member States through the Decentralized Procedure. Under the Decentralized Procedure an identical dossier is submitted to the competent authorities of each of the Member States in which the MA is sought, one of which is selected by the applicant as the Reference Member State (RMS). The competent authority of the RMS prepares a draft assessment report, a draft summary of the product characteristics (SPC), and a draft of the labeling and package leaflet, which are sent to the other Member States (referred to as the Member States Concerned) for their approval. If the Member States Concerned raise no objections, based on a potential serious risk to public health, to the assessment, SPC, labeling or packaging proposed by the RMS, the product is subsequently granted a national MA in all the Member States (i.e., in the RMS and the Member States Concerned). |
Name |
Age |
Title | ||||
Xiaodong Yang, M.D., Ph.D. |
62 | Chief Executive Officer and Director | ||||
William Duke, Jr. |
50 | Chief Financial Officer | ||||
Frank Hsu, M.D. |
61 | Chief Medical Officer | ||||
Francis Sarena |
51 | Chief Operating Officer | ||||
Amy Wong |
56 | Senior Vice President, Finance and Operations | ||||
Herb Cross(1)(3) |
50 | Director | ||||
Jakob Dupont, M.D.(2) |
57 | Director | ||||
Meenu Karson(4) |
50 | Director | ||||
Gordon Ringold, Ph.D.(1)(3) |
71 | Director | ||||
Scott Smith(2)(3) |
60 | Director | ||||
Samuel Wertheimer, Ph.D. |
62 | Director | ||||
Dan Zabrowski, Ph.D.(1)(2) |
62 | Director |
(1) | Member of the audit committee. |
(2) | Member of the compensation committee. |
(3) | Member of the corporate governance and nominating committee. |
(4) | Chair of the Company Board. |
• | the Class I directors are Samuel Wertheimer, Xiaodong Yang and Dan Zabrowski and their terms will expire at the annual meeting of stockholders to be held in 2023; |
• | the Class II directors are Meenu Karson, Gordon Ringold and Scott Smith and their terms will expire at the annual meeting of stockholders to be held in 2024; and |
• | the Class III directors are Herb Cross and Jakob Dupont and their terms will expire at the annual meeting of stockholders to be held in 2025. |
• | select and hire the independent registered public accounting firm to audit the Company’s financial statements; |
• | help to ensure the independence and performance of the independent registered public accounting firm; |
• | approve audit and non-audit services and fees; |
• | review and discuss the Company’s annual audited and quarterly financial statements, the results of the independent audit and the quarterly reviews and the reports and certifications regarding internal controls over financial reporting and disclosure controls with management and the independent registered public accounting firm; |
• | prepare the audit committee report that the SEC requires to be included in the Company’s annual proxy statement; |
• | review reports and communications from the independent registered public accounting firm; |
• | review the adequacy and effectiveness of the Company’s internal controls and disclosure controls and procedure; |
• | review the Company’s policies on risk assessment and risk management; |
• | review and monitor conflicts of interest situations, and approve or prohibit any involvement in matters that may involve a conflict of interest or taking of a corporate opportunity; |
• | review related party transactions; and |
• | establish and oversee procedures for the receipt, retention, and treatment of accounting related complaints and the confidential submission by the Company’s employees of concerns regarding questionable accounting or auditing matters. |
• | oversee the Company’s overall compensation philosophy and compensation policies, plans, and benefit programs; |
• | review and approve or recommend to the board of directors for approval compensation for the Company’s executive officers and directors; |
• | prepare the compensation committee report that the SEC will require to be included in the Company’s annual proxy statement; and |
• | administer Company’s equity compensation plans. |
• | identify, evaluate, and make recommendations to the Company’s board of directors regarding nominees for election to the Company’s board of directors and its committees; |
• | consider and make recommendations to the Company’s board of directors regarding the composition of Company’s board of directors and its committees; |
• | review developments in corporate governance practices; |
• | evaluate the adequacy of the Company’s corporate governance practices and reporting; and |
• | evaluate the performance of the Company’s board of directors and of individual directors. |
Directors |
Fees earned or paid in cash ($) |
Stock options ($)(1) |
Total ($) |
|||||||||
Herb Cross |
50,000 | — | 50,000 | |||||||||
Jakob Dupont, M.D. |
50,000 | 79,478 | (2) | 129,478 | ||||||||
Kenneth Fong, Ph.D. |
— | — | — | |||||||||
Gordon Ringold, Ph.D. |
50,000 | — | 50,000 | |||||||||
William J. Rutter, Ph.D. |
— | — | — | |||||||||
Scott Smith |
50,000 | — | 50,000 | |||||||||
Dan Zabrowski, Ph.D. |
— | — | — |
(1) | The amounts reported represent the aggregate grant-date fair value of the stock options awarded to the directors in fiscal 2021, calculated in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC Topic 718, Compensation—Stock Compensation |
(2) | In 2021, pursuant to the terms of a consulting agreement with Apexigen, Dr. Dupont was granted a stock option under our 2020 Plan that is exercisable for 200,000 shares of common stock, which vest upon Apexigen’s achievement of certain performance-based milestones. |
• | $40,000 per year for service as a non-employee director; |
• | $30,000 per year for service as non-employee chair of the Company Board; |
• | $15,000 per year for service as chair of the Company’s audit committee; |
• | $7,500 per year for service as a member of the Company’s audit committee; |
• | $10,000 per year for service as chair of the Company’s compensation committee; |
• | $5,000 per year for service as a member of the Company’s compensation committee; |
• | $8,000 per year for service as chair of the Company’s nominating and corporate governance committee; and |
• | $4,000 per year for service as a member of the Company’s nominating and corporate governance committee. |
• | Xiaodong Yang, M.D., Ph.D., Apexigen’s President and Chief Executive Officer; |
• | Frank Hsu, M.D., Apexigen’s Chief Medical Officer; and |
• | Amy Wong, Apexigen’s Senior Vice President, Finance and Operations. |
Name and Principal Position |
Year |
Salary ($) |
Option Awards ($)(1) |
Bonus ($)(2) |
All Other Compensation ($)(3) |
Total ($) |
||||||||||||||||||
Xiaodong Yang, M.D., Ph.D. President and Chief Executive Officer |
2021 | 419,168 | 125,777 | 108,984 | 13,177 | 667,106 | ||||||||||||||||||
Frank Hsu, M.D. (4) Chief Medical Officer |
2021 | 170,513 | — | 37,917 | 3,763 | 212,193 | ||||||||||||||||||
Amy Wong Senior Vice President, Finance and Operations |
2021 | 293,306 | 50,891 | 60,450 | 15,165 | 419,812 |
(1) | The amounts reported represent the aggregate grant-date fair value of the stock options awarded to the named executive officer in fiscal 2021, calculated in accordance with ASC 718. Such grant-date fair value does not take into account any estimated forfeitures related to service-vesting conditions. The assumptions used in determining the grant date fair value of the stock options reported are set forth in Note 2 to Apexigen’s audited financial statements included elsewhere in this prospectus. |
(2) | The amounts reported represent a bonus paid for the achievement of Apexigen and/or individual objectives for 2021. |
(3) | The amounts include matching contributions under Apexigen’s 401(k) plan ($8,859 for Dr. Yang, $3,333 for Dr. Hsu and $11,600 for Ms. Wong), life insurance premiums ($1,718 for Dr. Yang, $430 for Dr. Hsu and $3,565 for Ms. Wong), and medical insurance opt-out and gym reimbursements for Dr. Yang in the amounts of $2,400 and $200, respectively. |
(4) | Dr. Hsu joined Apexigen as its Chief Medical Officer in August 2021. |
Option Awards |
||||||||||||||||||||
Name |
Grant Date (1) |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Option Exercise Price ($) |
Option Expiration Date |
|||||||||||||||
Xiaodong Yang, M.D., Ph.D. |
10/29/13 | 2,146,956 | (2) |
— | 0.13 | 10/29/23 | ||||||||||||||
06/25/15 | 200,000 | (2) |
— | 0.15 | 06/25/25 | |||||||||||||||
10/30/15 | 4,500,000 | (2) |
— | 0.17 | 10/30/25 | |||||||||||||||
12/16/16 | 350,000 | (2) |
— | 0.23 | 12/16/26 | |||||||||||||||
02/17/17 | 300,000 | (2) |
— | 0.23 | 02/17/27 | |||||||||||||||
05/22/18 | 2,588,121 | 300,944 | (3) |
0.37 | 05/22/28 | |||||||||||||||
02/14/19 | 687,083 | 282,917 | (4) |
0.67 | 02/14/29 | |||||||||||||||
02/20/20 | — | 120,028 | (5) |
0.72 | 02/20/30 | |||||||||||||||
02/20/20 | 431,250 | 348,722 | (6) |
0.47 | 02/20/30 | |||||||||||||||
02/12/21 | 85,938 | 289,062 | (7) |
0.47 | 02/12/31 | |||||||||||||||
Amy Wong |
05/09/14 | 218,000 | (2) |
— | 0.13 | 05/09/24 | ||||||||||||||
06/25/15 | 85,000 | (2) |
— | 0.15 | 06/25/25 | |||||||||||||||
10/30/15 | 2,250,000 | (2) |
— | 0.17 | 10/30/25 | |||||||||||||||
12/16/16 | 150,000 | (2) |
— | 0.23 | 12/16/26 | |||||||||||||||
02/17/17 | 135,000 | (2) |
— | 0.23 | 02/17/27 | |||||||||||||||
05/22/18 | 651,182 | 43,412 | (8) |
0.37 | 05/22/28 | |||||||||||||||
02/14/19 | 420,000 | 140,000 | (9) |
0.47 | 02/14/29 | |||||||||||||||
02/20/20 | 270,834 | 229,166 | (10) |
0.47 | 02/20/30 | |||||||||||||||
02/12/21 | 43,750 | 106,250 | (11) |
0.47 | 02/12/31 |
(1) | Each of the outstanding equity awards with a grant date before August 1, 2020 was granted pursuant to our 2010 Equity Plan; subsequent equity awards were granted pursuant to our 2020 Equity Plan. |
(2) | The shares underlying this option are fully vested and immediately exercisable. |
(3) | The shares underlying this option vest, subject to Dr. Yang’s continued role as a service provider to Apexigen, in 48 equal monthly installments beginning on May 22, 2018. |
(4) | The shares underlying this option vest, subject to Dr. Yang’s continued role as a service provider to Apexigen, in 48 equal monthly installments beginning on February 14, 2019. |
(5) | The shares underlying this option vest, subject to Dr. Yang’s continued role as a service provider to Apexigen, in 48 equal monthly installments beginning on January 1, 2020. |
(6) | The shares underlying this option vest, subject to Dr. Yang’s continued role as a service provider to Apexigen, in 48 equal monthly installments beginning on January 1, 2020. |
(7) | The shares underlying this option vest, subject to Dr. Yang’s continued role as a service provider to Apexigen, in 48 equal monthly installments beginning on January 1, 2021. |
(8) | The shares underlying this option vest, subject to Ms. Wong’s continued role as a service provider to Apexigen, in 48 equal monthly installments beginning on May 22, 2018. |
(9) | The shares underlying this option vest, subject to Ms. Wong’s continued role as a service provider to Apexigen, in 48 equal monthly installments beginning on February 14, 2019. |
(10) | The shares underlying this option vest, subject to Ms. Wong’s continued role as a service provider to Apexigen, in 48 equal monthly installments beginning on January 1, 2020. |
(11) | The shares underlying this option vest, subject to Ms. Wong’s continued role as a service provider to Apexigen, in 48 equal monthly installments beginning on January 1, 2021. |
• | continuing payments of severance pay of the named executive officer’s base salary as in effect immediately prior to such termination (or if the termination is due to a resignation for good reason based on a material reduction in base salary, then such executive’s base salary in effect prior to the reduction) for a specified period of 12 months, in the case of Dr. Yang, nine months, in the case of Dr. Hsu, and six months, in the case of Ms. Wong; |
• | reimbursement of premiums for coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for the named executive officer and his or her eligible dependents, if any, for up to 12 months, in the case of Dr. Yang, nine months, in the case of Dr. Hsu, and six months, in the case of Ms. Wong, or a taxable lump-sum payment for the equivalent period in the event payment of the COBRA premiums would violate applicable law; and |
• | vesting acceleration as to any of the named executive officer’s Company time-based equity awards that are outstanding and unvested as of the date of such termination that were scheduled to vest during the 12-month period following the date of such termination. |
• | a lump-sum payment equal to 24 months, in the case of Dr. Yang, 18 months, in the case of Dr. Hsu, and 12 months, in the case of Ms. Wong of the named executive officer’s annual base salary as in effect immediately prior to such termination (or if the termination is due to a resignation for good reason based on a material reduction in base salary, then such executive’s base salary in effect prior to the reduction); |
• | a lump-sum payment equal to the named executive officer’s target bonus for the fiscal year in which his or her termination occurs multiplied by a fraction, the numerator of which is the number of days the named executive officer was employed during the fiscal year in which the termination occurs and the denominator is the number of days in such fiscal year; |
• | reimbursement of premiums for coverage under COBRA, for the named executive officer and his or her eligible dependents, if any, for up to 24 months, in the case of Dr. Yang, 18 months, in the case of Dr. Hsu, and 12 months, in the case of Ms. Wong, or a taxable lump-sum payment for the equivalent period in the event payment of the COBRA premiums would violate applicable law; and |
• | vesting acceleration as to 100% of the then-unvested shares subject to all outstanding Company time-based equity awards held by such named executive officer. |
• | 3,216,756 shares of Company common stock; |
• | a number of shares of Company common stock equal to 5% of the total number of shares of all classes of Company common stock outstanding as of the last day of the immediately preceding fiscal year; or |
• | such number of shares of Company common stock as the administrator of the 2022 Plan may determine no later than the last day of Company’s immediately preceding fiscal year. |
• | any breach of the director’s duty of loyalty to us or to our stockholders; |
• | acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; |
• | unlawful payment of dividends or unlawful stock repurchases or redemptions; and |
• | any transaction from which the director derived an improper personal benefit. |
Name |
Number of Shares |
Purchase Price |
||||||
Entity affiliated with Oceanpine Capital(1) |
9,679,042 | $ | 14,999,999 | |||||
Entity affiliated with Decheng Capital(1) (2) |
8,065,869 | 12,500,000 | ||||||
Kenneth Fong(1) (3) |
193,580 | 299,999 | ||||||
|
|
|
|
|||||
Total |
17,938,491 |
$ |
27,799,997 |
(1) | Additional details regarding this stockholder and the stockholder’s equity holdings are provided in “ Security Ownership of Certain Beneficial Owners and Management. |
(2) | Dan Zabrowski is a venture partner at Decheng Capital and is a member of Legacy Apexigen’s board of directors. |
(3) | Kenneth Fong is the former Chair of Legacy Apexigen’s board of directors. |
Name |
Number of PIPE Units |
Purchase Price |
||||||
Entity affiliated with Oceanpine Capital(1) |
50,000 | $ | 500,000 | |||||
Entity affiliated with 3E Bioventures Capital(1) |
100,000 | 1,000,000 | ||||||
Entity affiliated with William J. Rutter(1)(2) |
200,000 | 2,000,000 | ||||||
Xiaodong Yang(1)(3) |
20,000 | 200,000 | ||||||
Gordon Ringold(1)(4) |
10,000 | 100,000 | ||||||
|
|
|
|
|||||
Total |
380,000 |
$ |
3,800,000 |
(1) | Additional details regarding this stockholder and the stockholder’s equity holdings are provided in “ Security Ownership of Certain Beneficial Owners and Management. |
(2) | William J. Rutter is a member of Legacy Apexigen’s board of directors. |
(3) | Xiaodong Yang is Apexigen’s President and CEO and is a member of Legacy Apexigen’s board of directors. |
(4) | Gordon Ringold is a member of Legacy Apexigen’s board of directors. |
• | each person who is known to be the beneficial owner of more than 5% of the Company’s outstanding Common Stock; |
• | each of the Company’s named executive officers and directors; and |
• | all current executive officers and directors of the Company as a group. |
Name of Beneficial Owner |
Number of Shares Beneficially Owned |
Percentage of Shares Beneficially Owned |
||||||
Greater than 5% Stockholders: |
||||||||
Decheng Capital China Life Sciences USD Fund II, L.P. (1) |
1,894,551 | 8.8 | % | |||||
Brookline Capital Holdings, LLC (2) |
1,314,479 | 6.1 | % | |||||
3E Bioventures Capital, L.P. (3) |
1,141,599 | 5.3 | % |
Name of Beneficial Owner |
Number of Shares Beneficially Owned |
Percentage of Shares Beneficially Owned |
||||||
Named Executive Officers and Directors: (4) |
||||||||
Xiaodong Yang, M.D., Ph.D. (5) |
1,738,423 | 7.7 | % | |||||
Frank Hsu, M.D. (6) |
56,217 | * | ||||||
Amy Wong (7) |
411,077 | 1.9 | % | |||||
Meenu Karson |
— | * | ||||||
Herb Cross (8) |
24,853 | * | ||||||
Jakob Dupont, M.D. (9) |
22,874 | * | ||||||
Gordon Ringold, Ph.D. (10) |
34,882 | * | ||||||
Scott Smith (11) |
26,273 | * | ||||||
Samuel P. Wertheimer, Ph.D. |
— | * | ||||||
Dan Zabrowski, Ph.D. |
— | * | ||||||
All current directors and executive officers as a group (12 persons) (12) |
2,314,599 | 10.0 | % |
* | Represents beneficial ownership of less than 1% |
(1) | Consists of shares held of record by Decheng Capital China Life Sciences USD Fund II, L.P. (Decheng Capital). Decheng Capital Management II (Cayman), LLC (Decheng Management) serves as the general partner of Decheng Capital and possesses the power to direct the voting and disposition of the shares owned by Decheng Capital. Dr. Min Cui, the founder and managing director of Decheng Capital, is the sole director and sole voting shareholder of Decheng Management and has sole voting and dispositive power over the shares held by Decheng Capital. The address for Decheng Capital is No. 6, 1006 Huashan Road, Shanghai 200050, China. |
(2) | Consists of 1,190,979 shares held of record by Brookline Capital Holdings, LLC (BCH) and 123,500 shares subject to Private Placement Warrants held by BCH that are exercisable within 60 days of July 29, 2022. William Buchanan, Jr. serves as the Managing Partner of Brookline Capital Markets, which is the managing member of BCH. Consequently, such person may be deemed the beneficial owner of the shares and warrants held by BCH and have voting and dispositive control over such securities. Such person disclaims beneficial ownership of any shares or warrants other than to the extent he may have a pecuniary interest therein, directly or indirectly. The address for BCH is 280 Park Avenue, Suite 43W, New York, NY 10017. |
(3) | Consists of shares held of record by BC Rabbit Limited and BC Bunny Limited. 3E Bioventures Capital, L.P. (3E Fund) controls BC Rabbit Limited and BC Bunny Limited. 3E Bioventures GP, LLC (3E GP) is the ultimate general partner of 3E Fund. Each of Qianye Karen Liu, the sole director of 3E GP, and Yu Fang and Jin Li, members of 3E GP, may be deemed to hold shared voting and dispositive power over the shares held by 3E Fund. The address for 3E Fund is Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands. |
(4) | The business address of each of these individuals is at c/o Apexigen, Inc., 75 Shoreway Road, Suite C, San Carlos, CA 94070. |
(5) | Consists of 497,904 shares of Common Stock held by Dr. Yang, 10,000 shares subject to warrants held by Dr. Yang that are exercisable within 60 days of July 29, 2002, and 1,230,519 shares subject to options held by Dr. Yang that are exercisable within 60 days of July 29, 2022. |
(6) | Consists of 56,217 shares subject to options held by Dr. Hsu that are exercisable within 60 days of July 29, 2022. |
(7) | Consists of 411,077 shares subject to options held by Ms. Wong that are exercisable within 60 days of July 29, 2022. |
(8) | Consists of 24,853 shares subject to options held by Mr. Cross that are exercisable within 60 days of July 29, 2022. |
(9) | Consists of 22,874 shares subject to options held by Dr. Dupont that are exercisable within 60 days of July 29, 2022. |
(10) | Consists of 10,000 shares of Common Stock held by Dr. Ringold, 5,000 shares subject to warrants held by Dr. Ringold that are exercisable within 60 days of July 29, 2002, and 19,882 shares subject to options held by Dr. Ringold that are exercisable within 60 days of July 29, 2022. |
(11) | Consists of 26,273 shares subject to options held by Mr. Smith that are exercisable within 60 days of July 29, 2022. |
(12) | Consists of 507,904 shares of Common Stock held by our executive officers and directors, 15,000 shares subject to warrants held by our executive officers and directors that are exercisable within 60 days of July 29, 2002, and 1,791,695 shares subject to options held by executive officers and directors that are exercisable within 60 days of July 29, 2022. |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon no less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption period”) to each warrantholder; and |
• | if, and only if, the reported last sale price of the Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before we send the notice of redemption to the warrantholders. |
• | 1% of the then outstanding equity shares of the same class; and |
• | the average weekly trading volume of our Common Stock or Warrants, as applicable, during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC. |
• | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
• | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
• | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and |
• | at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
• | common stock brokers’ transactions; |
• | transactions involving cross or block trades; |
• | through brokers, dealers, or underwriters who may act solely as agents |
• | “at the market” into an existing market for the shares of common stock; |
• | in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; |
• | in privately negotiated transactions; or |
• | any combination of the foregoing. |
• | banks, insurance companies, or other financial institutions; |
• | persons subject to the alternative minimum tax or the Medicare contribution tax on net investment income; |
• | tax-exempt accounts, organizations, or governmental organizations; |
• | pension plans and tax-qualified retirement plans; |
• | controlled foreign corporations, passive foreign investment companies, and corporations that accumulate earnings to avoid U.S. federal income tax; |
• | brokers or dealers in securities or currencies; |
• | traders in securities that elect to use a mark-to-market |
• | persons that own, or are deemed to own, more than 5% of our Common Stock (except to the extent specifically set forth below); |
• | certain former citizens or long-term residents of the United States; |
• | partnerships (or entities or arrangements classified as such for U.S. federal income tax purposes), other pass-through entities, and investors therein; |
• | persons who hold our Common Stock as a position in a hedging transaction, “straddle,” “conversion transaction,” or other risk reduction transaction; |
• | persons who hold or receive our Common Stock pursuant to the exercise of any option or otherwise as compensation; |
• | persons subject to special tax accounting rules as a result of any item of gross income with respect to our Common Stock being taken into account in an “applicable financial statement” as defined in Section 451(b) of the Code; |
• | persons who do not hold our Common Stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment); or |
• | persons deemed to sell our Common Stock under the constructive sale provisions of the Code. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation or other entity taxable as a corporation created or organized in the United States or under the laws of the United States or any political subdivision thereof, or otherwise treated as such for U.S. federal income tax purposes; |
• | an estate whose income is subject to U.S. federal income tax regardless of its source; or |
• | a trust (1) whose administration is subject to the primary supervision of a U.S. court and that has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (2) that has made a valid election under applicable Treasury Regulations to be treated as a “United States person” within the meaning of the Code. |
• | the gain is effectively connected with your conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, the gain is attributable to a permanent establishment or fixed base maintained by you in the United States); |
• | you are an individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met; or |
• | our Common Stock constitutes a United States real property interest by reason of our status as a “United States real property holding corporation,” or USRPHC, for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding your disposition of our Common Stock or your holding period for our Common Stock, or the applicable testing period. |
Page |
||||
Brookline Capital Acquisition Corp. Unaudited Condensed Consolidated Financial Statements |
||||
F-2 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
Brookline Capital Acquisition Corp. Financial Statements |
||||
F-24 |
||||
F-25 |
||||
F-26 |
||||
F-27 |
||||
F-28 |
||||
F-29 |
||||
Apexigen, Inc. Unaudited Condensed Financial Statements |
||||
F-51 |
||||
F-52 |
||||
F-53 |
||||
F-55 |
||||
F-56 |
||||
Apexigen, Inc. Financial Statements |
||||
Audited Financial Statements for the Years Ended December 31, 2020 and 2021 |
||||
F-72 |
||||
F-73 |
||||
F-74 |
||||
F-75 |
||||
F-76 |
||||
F-77 |
June 30, 2022 |
December 31, 2021 |
|||||||
(Unaudited) |
||||||||
Assets: |
||||||||
Current assets: |
||||||||
Cash |
$ | 76,970 | $ | 217,409 | ||||
Prepaid expenses |
43,052 | 13,417 | ||||||
|
|
|
|
|||||
Total current assets |
120,022 | 230,826 | ||||||
Cash and investments held in Trust Account |
51,703,766 | 58,085,333 | ||||||
|
|
|
|
|||||
Total Assets |
$ |
51,823,788 |
$ |
58,316,159 |
||||
|
|
|
|
|||||
Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit): |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 132,989 | $ | 22,553 | ||||
Accrued expenses |
3,601,328 | 52,500 | ||||||
Accrued expenses—related party |
181,429 | 30,000 | ||||||
Franchise tax payable |
37,383 | 81,650 | ||||||
Nonconvertible promissory note—related party |
501,098 | — | ||||||
Convertible promissory note—related party |
361,663 | — | ||||||
|
|
|
|
|||||
Total current liabilities |
4,815,890 | 186,703 | ||||||
Derivative warrant liabilities |
14,090 | 49,660 | ||||||
|
|
|
|
|||||
Total liabilities |
4,829,980 | 236,363 | ||||||
Commitments and Contingencies |
||||||||
Common stock subject to possible redemption, $0.0001 par value; 5,061,592 and 5,750,000 shares at $10.20 and $10.10 per share at June 30, 2022 and December 31, 2021 |
51,620,591 | 58,075,000 | ||||||
Stockholders’ Equity (Deficit): |
||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at June 30, 2022 and December 31, 2021 |
— | — | ||||||
Common stock, $0.0001 par value; 25,000,000 shares authorized; 1,684,500 shares issued and outstanding at June 30, 2022 and December 31, 2021 |
168 | 168 | ||||||
Additional paid-in capital |
— | 490,522 | ||||||
Accumulated deficit |
(4,626,951 | ) | (485,894 | ) | ||||
|
|
|
|
|||||
Total stockholders’ equity (deficit) |
(4,626,783 | ) | 4,796 | |||||
|
|
|
|
|||||
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit) |
$ |
51,823,788 |
$ |
58,316,159 |
||||
|
|
|
|
For the three months ended June 30, |
For the six months ended June 30, |
|||||||||||||||
2022 |
2021 |
2022 |
2021 |
|||||||||||||
General and administrative expenses |
$ | 1,732,756 | $ | 113,075 | $ | 4,139,544 | $ | 194,622 | ||||||||
Administrative expenses—related party |
30,000 | 30,000 | 60,000 | 50,000 | ||||||||||||
Franchise tax expense |
17,157 | 20,444 | 37,383 | 41,586 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss from operations |
(1,779,913 | ) | (163,519 | ) | (4,236,927 | ) | (286,208 | ) | ||||||||
Other income (expense) |
||||||||||||||||
Change in fair value of derivative liabilities |
43,555 | (119,800 | ) | 40,715 | (168,960 | ) | ||||||||||
Net gain from investments held in Trust Account |
70,646 | 1,742 | 72,842 | 3,592 | ||||||||||||
Interest expense |
(7,111 | ) | — | (7,111 | ) | — | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total other income (expense) |
107,090 | (118,058 | ) | 106,446 | (165,368 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss |
$ | (1,672,823 | ) | $ | (281,577 | ) | $ | (4,130,481 | ) | $ | (451,576 | ) | ||||
|
|
|
|
|
|
|
|
|||||||||
Weighted average shares outstanding—redeemable common stock |
5,250,715 | 5,750,000 | 5,498,978 | 4,733,425 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic and diluted net loss per share, redeemable common stock |
$ | (0.24 | ) | $ | (0.04 | ) | $ | (0.57 | ) | $ | (0.07 | ) | ||||
|
|
|
|
|
|
|
|
|||||||||
Weighted average shares outstanding—non-redeemable common stock |
1,684,500 | 1,684,500 | 1,684,500 | 1,607,682 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic and diluted net loss per share, non-redeemable common stock |
$ | (0.24 | ) | $ | (0.04 | ) | $ | (0.57 | ) | $ | (0.07 | ) | ||||
|
|
|
|
|
|
|
|
Accumulated Deficit |
Total Stockholders’ Equity (Deficit) |
|||||||||||||||||||
Common Stock |
Additional Paid-In Capital |
|||||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance—December 31, 2021 |
1,684,500 |
$ |
168 |
$ |
490,522 |
$ |
(485,894 |
) |
$ |
4,796 |
||||||||||
Net loss |
— | — | — | (2,457,658 | ) | (2,457,658 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance—March 31, 2022 |
1,684,500 | 168 | 490,522 | (2,943,552 | ) | (2,452,862 | ) | |||||||||||||
Increase in redemption value of common stock subject to possible redemption |
— | — | (490,522 | ) | (10,576 | ) | (501,098 | ) | ||||||||||||
Net loss |
— | — | — | (1,672,823 | ) | (1,672,823 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance—June 30, 2022 |
1,684,500 |
$ |
168 |
$ |
— |
$ |
(4,626,951 |
) |
$ |
(4,626,783 |
) | |||||||||
|
|
|
|
|
|
|
|
|
|
Accumulated Deficit |
Total Stockholders’ Equity |
|||||||||||||||||||
Common Stock |
Additional Paid-In Capital |
|||||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance—December 31, 2020 |
1,437,500 |
$ |
144 |
$ |
25,834 |
$ |
(1,832 |
) |
$ |
24,146 |
||||||||||
Fair value of public warrants included in the units sold in the initial public offering |
— | — | 3,662,750 | — | 3,662,750 | |||||||||||||||
Capital contribution from Sponsor |
— | — | 286,503 | — | 286,503 | |||||||||||||||
Offering costs associated with public warrants |
— | — | (98,200 | ) | — | (98,200 | ) | |||||||||||||
Sale of units in private placement, less derivative warrant liabilities |
247,000 | 24 | 2,310,415 | — | 2,310,439 | |||||||||||||||
Remeasurement of common stock subject to possible redemption |
— | — | (5,696,780 | ) | — | (5,696,780 | ) | |||||||||||||
Net loss |
— | — | — | (169,999 | ) | (169,999 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance—March 31, 2021 |
1,684,500 | 168 | 490,522 | (171,831 | ) | 318,859 | ||||||||||||||
Net loss |
— | — | — | (281,577 | ) | (281,577 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance—June 30, 2021 |
1,684,500 |
$ |
168 |
$ |
490,522 |
$ |
(453,408 |
) |
$ |
37,282 |
||||||||||
|
|
|
|
|
|
|
|
|
|
For the six months ended June 30, |
||||||||
2022 |
2021 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net loss |
$ | (4,130,481 | ) | $ | (451,576 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
General and administrative expenses paid by related party under promissory note |
84,697 | 23,373 | ||||||
Change in fair value of derivative liabilities |
(40,715 | ) | 168,960 | |||||
Interest expense—amortization of debt discount |
7,111 | — | ||||||
Net gain from investments held in Trust Account |
(72,842 | ) | (3,592 | ) | ||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
(29,635 | ) | (121,839 | ) | ||||
Account payable |
110,436 | 26,814 | ||||||
Accrued expenses |
3,548,828 | — | ||||||
Accrued expenses—related party |
151,429 | — | ||||||
Franchise tax payable |
(44,267 | ) | 41,057 | |||||
|
|
|
|
|||||
Net cash used in operating activities |
(415,439 | ) | (316,803 | ) | ||||
|
|
|
|
|||||
Cash Flows from Investing Activities |
||||||||
Cash deposited in Trust Account |
(501,098 | ) | (58,075,000 | ) | ||||
Withdrawal from Trust Account for redemptions of common stock |
6,955,507 | — | ||||||
|
|
|
|
|||||
Net cash provided by (used in) investing activities |
6,454,409 | (58,075,000 | ) | |||||
|
|
|
|
|||||
Cash Flows from Financing Activities: |
||||||||
Repayment of note payable to related party |
— | (116,346 | ) | |||||
Payment of redemptions of common stock |
(6,955,507 | ) | — | |||||
Proceeds received from nonconvertible promissory note—related party |
501,098 | — | ||||||
Proceeds received from convertible promissory note—related party |
275,000 | — | ||||||
Proceeds received from initial public offering, gross |
— | 57,500,000 | ||||||
Proceeds received from private placement |
— | 2,470,000 | ||||||
Offering costs paid |
— | (1,110,697 | ) | |||||
|
|
|
|
|||||
Net cash (used in) provided by financing activities |
(6,179,409 | ) | 58,742,957 | |||||
|
|
|
|
|||||
Net change in cash |
(140,439 | ) | 351,154 | |||||
Cash—beginning of the period |
217,409 | 978 | ||||||
|
|
|
|
|||||
Cash—end of the period |
$ | 76,970 | $ | 352,132 | ||||
|
|
|
|
|||||
Supplemental disclosure of noncash activities: |
||||||||
Offering costs included in accrued expenses |
$ | — | $ | 45,000 | ||||
|
|
|
|
|||||
Offering costs paid by related party under promissory note |
$ | — | $ | 19,867 | ||||
|
|
|
|
|||||
Remeasurement of common stock subject to possible redemption |
$ | 501,098 | $ | 5,696,780 | ||||
|
|
|
|
• | holders of existing shares of Common Stock of Legacy Apexigen (following the conversion of each issued and outstanding share of Legacy Apexigen’s preferred stock into shares of Common Stock of Legacy Apexigen prior to the effective time of the Merger) (the “Legacy Apexigen Stockholders”), received 18,151,571 shares of the Company’s Common Stock, pursuant to the Exchange Ratio of 0.102448 shares for each share of Legacy Apexigen Common Stock held; |
• | holders of options to purchase Common Stock of Legacy Apexigen (the “Legacy Apexigen Stock Options”) received options to acquire 3,415,868 shares of the Company’s Common Stock pursuant to the Exchange Ratio; and |
• | a holder of a warrant to purchase shares of Common Stock and Preferred Stock of Legacy Apexigen (the “Legacy Apexigen Warrant”) received a warrant to acquire 4,321 shares of the Company’s Common Stock pursuant to the Exchange Ratio. |
• | Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
For the three months ended June 30, |
For the six months ended June 30, |
|||||||||||||||||||||||||||||||
2022 |
2021 |
2022 |
2021 |
|||||||||||||||||||||||||||||
redeemable |
non-redeemable |
redeemable |
non-redeemable |
redeemable |
non-redeemable |
redeemable |
non-redeemable |
|||||||||||||||||||||||||
Basic and diluted net loss per common share: |
||||||||||||||||||||||||||||||||
Numerator: |
||||||||||||||||||||||||||||||||
Allocation of net loss |
$ | (1,266,510 | ) | $ | (406,313 | ) | $ | (217,778 | ) | $ | (63,799 | ) | $ | (3,161,898 | ) | $ | (968,583 | ) | $ | (337,086 | ) | $ | (114,490 | ) | ||||||||
Denominator: |
||||||||||||||||||||||||||||||||
Basic and diluted weighted average common shares outstanding |
5,250,715 | 1,684,500 | 5,750,000 | 1,684,500 | 5,498,978 | 1,684,500 | 4,733,425 | 1,607,682 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Basic and diluted net loss per common share |
$ | (0.24 | ) | $ | (0.24 | ) | $ | (0.04 | ) | $ | (0.04 | ) | $ | (0.57 | ) | $ | (0.57 | ) | $ | (0.07 | ) | $ | (0.07 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2022 |
||||
Principal value of convertible promissory note |
$ | 359,697 | ||
Fair value of conversion option |
20,328 | |||
Debt discount |
(18,362 | ) | ||
|
|
|||
Carrying value of convertible promissory note—related party |
$ |
361,663 |
||
|
|
• | in whole and not in part; |
• | at a price of $0.01 per Public Warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption given after the Public Warrants become exercisable; and |
• | if, and only if, the last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the Public Warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrantholders. |
• | if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such Public Warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. |
Gross proceeds |
$ | 57,500,000 | ||
Less: |
||||
Proceeds allocated to public warrants |
(3,662,750) | |||
Common stock issuance costs |
(1,459,030) | |||
Plus: |
||||
Remeasurement of carrying value to redemption value |
5,696,780 | |||
|
|
|||
Common stock subject to possible redemption, December 31, 2021 |
58,075,000 | |||
Increase in redemption value resulting from extension payments |
501,098 | |||
Redemption of common stock |
(6,955,507) | |||
|
|
|||
Common stock subject to possible redemption, June 30, 2022 |
$ | 51,620,591 | ||
|
|
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||
Assets - Investments held in Trust Account: |
||||||||||||
Mutual funds |
$ | 51,536,733 | (1) |
$ | — | $ | — | |||||
Liabilities: |
||||||||||||
Derivative warrant liabilities - Private |
$ | — | $ | — | $ | 14,090 | ||||||
Embedded derivative - promissory note |
$ | — | $ | — | $ | 20,328 |
Description |
Quoted Prices in ActiveMarkets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||
Assets - Investments held in Trust Account: |
||||||||||||
Mutual funds |
$ | 12,076 | $ | — | $ | — | ||||||
U.S. Treasury Securities |
$ | 58,073,257 | $ | — | $ | — | ||||||
Liabilities: |
||||||||||||
Derivative warrant liabilities—Private |
$ | — | $ | — | $ | 49,660 |
As of June 30, 2022 |
As of December 31, 2021 |
|||||||
Volatility |
10.7 | % | 7.2 | % | ||||
Stock price |
$ | 10.16 | $ | 10.01 | ||||
Expected life of the options to convert |
5.1 | 5.5 | ||||||
Risk-free rate |
3.01 | % | 1.31 | % | ||||
Dividend yield |
0.0 | % | 0.0 | % |
As of June 30, 2022 | ||
Volatility |
18.1%-21.0% | |
Stock price |
$10.17-$10.20 | |
Expected life of the options to convert |
5.3-5.5 | |
Risk-free rate |
2.93%-3.61% | |
Dividend yield |
0.0% |
Derivative Warrant Liabilities |
Embedded Derivative |
|||||||
Level 3 - Derivative liabilities at January 1, 2022 |
$ | 49,650 | $ | — | ||||
Change in fair value of derivative liabilities |
2,850 | — | ||||||
|
|
|
|
|||||
Level 3 - Derivative liabilities at March 31, 2022 |
52,500 | — | ||||||
Issuance of embedded derivatives |
— | 25,473 | ||||||
Change in fair value of derivative liabilities |
(38,410 | ) | (5,145 | ) | ||||
|
|
|
|
|||||
Level 3 - Derivative liabilities at June 30, 2022 |
$ | 14,090 | $ | 20,328 | ||||
|
|
|
|
Level 3-Derivative warrant liabilities at January 1, 2021 |
$ | — | ||
Issuance of Private Warrants |
159,560 | |||
Change in fair value of derivative warrant liabilities |
49,160 | |||
|
|
|||
Level 3-Derivative warrant liabilities at March 31, 2021 |
$ | 208,720 | ||
Change in fair value of derivative warrant liabilities |
119,800 | |||
|
|
|||
Level 3-Derivative warrant liabilities at June 30, 2021 |
$ | 328,520 | ||
|
|
December 31, |
||||||||
2021 |
2020 |
|||||||
Assets: |
||||||||
Current assets: |
||||||||
Cash |
$ | 217,409 | $ | 978 | ||||
Prepaid expenses |
13,417 | — | ||||||
|
|
|
|
|||||
Total current assets |
230,826 | 978 | ||||||
Investments held in Trust Account |
58,085,333 | — | ||||||
Deferred offering costs associated with the proposed public offering |
— | 96,274 | ||||||
|
|
|
|
|||||
Total Assets |
$ |
58,316,159 |
$ |
97,252 |
||||
|
|
|
|
|||||
Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Equity: |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 22,553 | $ | — | ||||
Accrued expenses |
82,500 | — | ||||||
Franchise tax payable |
81,650 | — | ||||||
Note payable — related party |
— | 73,106 | ||||||
|
|
|
|
|||||
Total current liabilities |
186,703 | 73,106 | ||||||
Derivative warrant liabilities |
49,660 | — | ||||||
|
|
|
|
|||||
Total liabilities |
236,363 | 73,106 | ||||||
Commitments and Contingencies |
||||||||
Common stock subject to possible redemption; 5,750,000 shares and none at redemption value of $10.10 per share at December 31, 2021 and 2020, respectively |
58,075,000 | — | ||||||
Stockholders’ Equity: |
||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at December 31, 2021 and 2020 |
— | — | ||||||
Common stock, $0.0001 par value; 25,000,000 shares authorized; 1,684,500 and 1,437,500 shares issued and outstanding at December 31, 2021 and 2020, respectively |
168 | 144 | ||||||
Additional paid-in capital |
490,522 | 25,834 | ||||||
Accumulated deficit |
(485,894 | ) | (1,832 | ) | ||||
|
|
|
|
|||||
Total stockholders’ equity |
4,796 | 24,146 | ||||||
|
|
|
|
|||||
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Equity |
$ |
58,316,159 |
$ |
97,252 |
||||
|
|
|
|
For the year ended December 31, 2021 |
For the period from May 27, 2020 (inception) through December 31, 2020 |
|||||||
General and administrative expenses |
$ | 411,006 | $ | 1,832 | ||||
Administrative expenses — related party |
110,000 | — | ||||||
Franchise tax expense |
82,179 | — | ||||||
|
|
|
|
|||||
Loss from operations |
(603,185 | ) | (1,832 | ) | ||||
Other income (expense) |
||||||||
Change in fair value of derivative warrant liabilities |
109,900 | — | ||||||
Offering costs allocated to private warrants |
(1,110 | ) | — | |||||
Net gain from investments held in Trust Account |
10,333 | — | ||||||
|
|
|
|
|||||
Total other income |
119,123 | — | ||||||
|
|
|
|
|||||
Net loss |
$ | (484,062 | ) | $ | (1,832 | ) | ||
|
|
|
|
|||||
Weighted average shares outstanding — redeemable common stock |
5,245,890 | — | ||||||
|
|
|
|
|||||
Basic and diluted net loss per share, redeemable common stock |
$ | (0.07 | ) | $ | — | |||
|
|
|
|
|||||
Weighted average shares outstanding — non-redeemable common stock |
1,646,407 | 1,250,000 | ||||||
|
|
|
|
|||||
Basic and diluted net loss per share, non-redeemable common stock |
$ | (0.07 | ) | $ | (0.00 | ) | ||
|
|
|
|
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Total Stockholders’ Equity |
|||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance — May 27, 2020 (inception) |
— |
$ |
— |
$ |
— |
$ |
— |
$ |
— |
|||||||||||
Issuance of common stock to Sponsor |
1,437,500 | 144 | 24,856 | — |
25,000 | |||||||||||||||
Sponsor forfeiture of founder shares |
(57,500 | ) | (6 | ) | 6 | — |
— |
|||||||||||||
Issuance of founder shares to affiliates of underwriter |
57,500 | 6 | 972 | — |
978 | |||||||||||||||
Net loss |
— | — | — | (1,832 | ) | (1,832 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance — December 31, 2020 |
1,437,500 |
$ |
144 |
$ |
25,834 |
$ |
(1,832 |
) |
$ |
24,146 |
||||||||||
|
|
|
|
|
|
|
|
|
|
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Total Stockholders’ Equity |
|||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance — December 31, 2020 |
1,437,500 |
$ |
144 |
$ |
25,834 |
$ |
(1,832 |
) |
$ |
24,146 |
||||||||||
Fair value of public warrants included in the units sold in the initial public offering |
— |
— |
3,662,750 | — |
3,662,750 | |||||||||||||||
Capital contribution from Sponsor |
— |
— |
286,503 | — |
286,503 | |||||||||||||||
Offering costs associated with public warrants |
— |
— |
(98,200 | ) | — |
(98,200 | ) | |||||||||||||
Sale of units in private placement, less derivative warrant liabilities |
247,000 | 24 | 2,310,415 | — |
2,310,439 | |||||||||||||||
Remeasurement of common stock subject to possible redemption |
— |
— |
(5,696,780 | ) | — | (5,696,780 | ) | |||||||||||||
Net loss |
— |
— |
— |
(484,062 | ) | (484,062 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance — December 31, 2021 |
1,684,500 |
$ |
168 |
$ |
490,522 |
$ |
(485,894 |
) |
$ |
4,796 |
||||||||||
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2021 |
For the period from May 27, 2020 (inception) through December 31, 2020 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net loss |
$ | (484,062 | ) | $ | (1,832 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
General and administrative expenses paid by related party under promissory note |
23,373 | 1,832 | ||||||
Change in fair value of derivative warrant liabilities |
(109,900 | ) | — | |||||
Offering costs allocated to private warrants |
1,110 | — | ||||||
Net gain from investments held in Trust Account |
(10,333 | ) | — | |||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
(13,417 | ) | — | |||||
Account payable |
22,553 | — | ||||||
Accrued expenses |
37,500 | — | ||||||
Franchise tax payable |
81,650 | — | ||||||
|
|
|
|
|||||
Net cash used in operating activities |
(451,526 | ) | — | |||||
|
|
|
|
|||||
Cash Flows from Investing Activities |
||||||||
Cash deposited in Trust Account |
(58,075,000 | ) | — | |||||
|
|
|
|
|||||
Net cash used in investing activities |
(58,075,000 | ) | — | |||||
|
|
|
|
|||||
Cash Flows from Financing Activities: |
||||||||
Repayment of note payable to related party |
(116,346 | ) | — | |||||
Proceeds from issuance of representative shares |
— | 978 | ||||||
Proceeds received from initial public offering, gross |
57,500,000 | — | ||||||
Proceeds received from private placement |
2,470,000 | — | ||||||
Offering costs paid |
(1,110,697 | ) | — | |||||
|
|
|
|
|||||
Net cash provided by financing activities |
58,742,957 | 978 | ||||||
|
|
|
|
|||||
Net change in cash |
216,431 | 978 | ||||||
Cash — beginning of the period |
978 | |||||||
|
|
|
|
|||||
Cash — end of the period |
$ |
217,409 |
$ | 978 | ||||
|
|
|
|
|||||
Supplemental disclosure of noncash activities: |
||||||||
Offering costs included in accrued expenses |
$ | 45,000 | $ | — | ||||
|
|
|
|
|||||
Offering costs paid by related party under promissory note |
$ | 19,867 | $ | 71,274 | ||||
|
|
|
|
|||||
Deferred offering costs paid by Sponsor in exchange for common stock |
$ | — | $ | 25,000 | ||||
|
|
|
|
|||||
Remeasurement of common stock subject to possible redemption |
$ | 5,696,780 | $ | — | ||||
|
|
|
|
• | Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
For the year ended December 31, 2021 |
For the period from May 27, 2020 (inception) through December 31, 2020 |
|||||||||||
redeemable |
non-redeemable |
non-redeemable |
||||||||||
Basic and diluted net loss per common share: |
||||||||||||
Numerator: |
||||||||||||
Allocation of net loss |
(368,431 | ) | (115,631 | ) | (1,832 | ) | ||||||
Denominator: |
||||||||||||
Basic and diluted weighted average common shares outstanding |
5,245,890 | 1,646,407 | 1,250,000 | |||||||||
|
|
|
|
|
|
|||||||
Basic and diluted net loss per common share |
$ | (0.07 | ) | $ | (0.07 | ) | $ | (0.00 | ) | |||
|
|
|
|
|
|
• | in whole and not in part; |
• | at a price of $0.01 per Public Warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption given after the Public Warrants become exercisable; and |
• | if, and only if, the last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the Public Warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrantholders. |
• | if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such Public Warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. |
Gross proceeds |
$ | 57,500,000 | ||
Less: |
||||
Proceeds allocated to public warrants |
(3,662,750 | ) | ||
Common stock issuance costs |
(1,459,030 | ) | ||
Plus: |
||||
Remeasurement of carrying value to redemption value |
5,696,780 | |||
|
|
|||
Common stock subject to possible redemption |
$ | 58,075,000 | ||
|
|
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||
Assets — Investments held in Trust Account: |
||||||||||||
Mutual funds |
$ | 12,076 | $ | — | $ | — | ||||||
U.S. Treasury Securities |
$ | 58,073,257 | $ | — | $ | — | ||||||
Liabilities: |
||||||||||||
Derivative warrant liabilities — Private |
$ | — | $ | — | $ | 49,660 |
As of February 2, 2021 |
As of December 31, 2021 |
|||||||
Volatility |
24.1 | % | 7.2 | % | ||||
Stock price |
$ | 9.36 | $ | 10.01 | ||||
Expected life of the options to convert |
5.92 | 5.5 | ||||||
Risk-free rate |
0.57 | % | 1.31 | % | ||||
Dividend yield |
0.0 | % | 0.0 | % |
Level 3 — Derivative warrant liabilities at January 1, 2021 |
$ | — | ||
Issuance of Private Warrants |
159,560 | |||
Change in fair value of derivative warrant liabilities |
(109,900 | ) | ||
|
|
|||
Level 3 — Derivative warrant liabilities at December 31, 2021 |
$ | 49,660 | ||
|
|
December 31, 2021 |
||||
Current |
||||
Federal |
$ | — | ||
State |
— | |||
Deferred |
||||
Federal |
(124,499 | ) | ||
State |
— | |||
Valuation allowance |
124,499 | |||
|
|
|||
Income tax provision |
$ | — | ||
|
|
December 31, 2021 |
||||
Deferred tax assets: |
||||
Start-up/Organization costs |
$ | 109,411 | ||
Net operating loss carryforwards |
15,088 | |||
|
|
|||
Total deferred tax assets |
124,499 | |||
Valuation allowance |
(124,499 | ) | ||
|
|
|||
Deferred tax asset, net of allowance |
$ | — | ||
|
|
December 31, 2021 |
||||
Statutory Federal income tax rate |
21.0 | % | ||
Meals & entertainment |
0.0 | % | ||
Financing costs |
0.0 | % | ||
Change in fair value of warrant liabilities |
4.8 | % | ||
Change in Valuation Allowance |
(25.8 | )% | ||
|
|
|||
Income Taxes Benefit |
0.0 | % | ||
|
|
December 31, 2021 |
June 30, 2022 |
|||||||
(Unaudited) | ||||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Short-term investments |
||||||||
Prepaid expenses and other current assets |
||||||||
Total current assets |
||||||||
Property and equipment, net |
||||||||
Right-of-use |
||||||||
Other assets |
||||||||
Total assets |
$ | $ | ||||||
Liabilities, Convertible Preferred Stock and Stockholders’ Deficit |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | $ | ||||||
Accrued liabilities |
||||||||
Deferred revenue |
||||||||
Lease liabilities, current portion |
||||||||
Total current liabilities |
||||||||
Lease liabilities, less current portion |
||||||||
Total liabilities |
||||||||
Commitment and contingencies (Note 10) |
||||||||
Convertible preferred stock, $ |
||||||||
Stockholders’ deficit: |
||||||||
Common stock, $ |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Accumulated other comprehensive income (loss) |
( |
) | ( |
) | ||||
Total stockholders’ deficit |
( |
) | ( |
) | ||||
Total liabilities, convertible preferred stock and stockholders’ deficit |
$ | $ | ||||||
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2021 |
2022 |
2021 |
2022 |
|||||||||||||
Operating expenses: |
||||||||||||||||
Research and development |
$ | $ | $ | $ | ||||||||||||
General and administrative |
||||||||||||||||
Total operating expenses |
||||||||||||||||
Loss from operations |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Interest income, net |
||||||||||||||||
Net loss |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Net loss per share attributable to common stockholders |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Weighted-average common shares used to compute net loss per share, basic and diluted |
||||||||||||||||
Comprehensive Loss: |
||||||||||||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Other comprehensive loss |
||||||||||||||||
Unrealized gain (loss) on marketable securities |
( |
) | ( |
) | ( |
) | ||||||||||
Comprehensive loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Three Months Ended June 30, 2021 |
||||||||||||||||||||||||||||||||
Convertible Preferred Stock |
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Accumulated Other Comprehensive Loss |
Total Stockholders’ Deficit |
|||||||||||||||||||||||||||
Shares |
Amounts |
Shares |
Amounts |
|||||||||||||||||||||||||||||
Balance at April 1, 2021 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||
Other comprehensive gain |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Balance at June 30, 2021 |
$ | $ | $ | $ | ( |
) | $ | $ | ( |
) | ||||||||||||||||||||||
Six Months Ended June 30, 2021 |
||||||||||||||||||||||||||||||||
Convertible Preferred Stock |
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Accumulated Other Comprehensive Loss |
Total Stockholders’ Deficit |
|||||||||||||||||||||||||||
Shares |
Amounts |
Shares |
Amounts |
|||||||||||||||||||||||||||||
Balance at January 1, 2021 |
$ | $ | $ | $ | ( |
) | $ | $ | ( |
) | ||||||||||||||||||||||
Exercise of stock options |
— | — | — | — | — | |||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||
Other comprehensive loss |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
Balance at June 30, 2021 |
$ | $ | $ | $ | ( |
) | $ | $ | ( |
) | ||||||||||||||||||||||
Three Months Ended June 30, 2022 |
||||||||||||||||||||||||||||||||
Convertible Preferred Stock |
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Accumulated Other Comprehensive Income (Loss) |
Total Stockholders’ Deficit |
|||||||||||||||||||||||||||
Shares |
Amounts |
Shares |
Amounts |
|||||||||||||||||||||||||||||
Balance at April 1, 2022 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||
Exercise of stock options |
— | — | — | — | — | |||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||
Other comprehensive loss |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
Balance at June 30, 2022 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||
Six Months Ended June 30, 2022 |
||||||||||||||||||||||||||||||||
Convertible Preferred Stock |
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Accumulated Other Comprehensive Income (Loss) |
Total Stockholders’ Deficit |
|||||||||||||||||||||||||||
Shares |
Amounts |
Shares |
Amounts |
|||||||||||||||||||||||||||||
Balance at January 1, 2022 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||
Exercise of stock options |
— | — | — | — | — | |||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||
Other comprehensive loss |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
Balance at June 30, 2022 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||
Six Months Ended June 30, |
||||||||
2021 |
2022 |
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Depreciation |
||||||||
Stock-based compensation |
||||||||
Accretion of discount and amortization of premiums on marketable securities |
||||||||
Non-cash lease expense |
||||||||
Other |
||||||||
Changes in current assets and liabilities: |
||||||||
Prepaid expenses and other current assets |
( |
) | ||||||
Other assets |
( |
) | ( |
) | ||||
Accounts payable |
( |
) | ||||||
Accrued expenses |
( |
) | ||||||
Deferred revenue |
||||||||
Lease liabilities |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Net cash used in operating activities |
( |
) | ( |
) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Purchases of property and equipment |
( |
) | ( |
) | ||||
Purchases of marketable securities |
( |
) | ( |
) | ||||
Sales of marketable securities |
||||||||
|
|
|
|
|||||
Net cash provided by investing activities |
||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Payments of deferred transaction costs |
( |
) | ||||||
Proceeds from exercise of stock options |
||||||||
|
|
|
|
|||||
Net cash provided by (used in) financing activities |
( |
) | ||||||
|
|
|
|
|||||
Net decrease in cash and cash equivalents |
( |
) | ( |
) | ||||
Cash and cash equivalents, beginning of period |
||||||||
|
|
|
|
|||||
Cash and cash equivalents, end of period |
$ | $ | ||||||
|
|
|
|
December 31, 2021 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Financial assets: |
||||||||||||||||
Money market funds |
$ | $ | $ | $ | ||||||||||||
Commercial paper |
||||||||||||||||
Corporate debt securities |
||||||||||||||||
Government debt securities |
||||||||||||||||
Asset backed securities |
||||||||||||||||
Total |
$ | $ | $ | $ | ||||||||||||
Financial liability: |
||||||||||||||||
Preferred stock warrant liability |
$ | $ | $ | $ | ||||||||||||
Total |
$ | $ | $ | $ | ||||||||||||
June 30, 2022 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Financial assets: |
||||||||||||||||
Money market funds |
$ | $ | $ | $ | ||||||||||||
U.S. treasury securities |
||||||||||||||||
Government debt securities |
||||||||||||||||
Total |
$ | $ | $ | $ | ||||||||||||
Financial liability: |
||||||||||||||||
Preferred stock warrant liability |
$ | $ | $ | $ | ||||||||||||
Total |
$ | $ | $ | $ | ||||||||||||
December 31, 2021 |
||||||||||||||||
Amortized Cost |
Unrealized |
Estimated Fair Value |
||||||||||||||
Gains |
Losses |
|||||||||||||||
Cash and cash equivalents: |
||||||||||||||||
Cash |
$ | $ | $ | $ | ||||||||||||
Money market funds |
||||||||||||||||
Total cash and cash equivalents |
$ | $ | $ | $ | ||||||||||||
Marketable securities: |
||||||||||||||||
Commercial paper |
$ | $ | $ | $ | ||||||||||||
Corporate debt securities |
( |
) | ||||||||||||||
Government debt securities |
||||||||||||||||
Asset backed securities |
( |
) | ||||||||||||||
Total marketable securities |
$ | $ | $ | ( |
) | $ | ||||||||||
June 30, 2022 |
||||||||||||||||
Amortized Cost |
Unrealized |
Estimated Fair Value |
||||||||||||||
Gains |
Losses |
|||||||||||||||
Cash and cash equivalents: |
||||||||||||||||
Cash |
$ | $ | $ | $ | ||||||||||||
Money market funds |
||||||||||||||||
Total cash and cash equivalents |
$ | $ | $ | $ | ||||||||||||
Marketable securities: |
||||||||||||||||
U.S. treasury securities |
$ | $ | $ | ( |
) | $ | ||||||||||
Government debt securities |
( |
) | ||||||||||||||
Total marketable securities |
$ | $ | $ | ( |
) | $ | ||||||||||
December 31, 2021 |
June 30, 2022 |
|||||||
Laboratory equipment |
$ | $ | ||||||
Furniture and fixtures |
||||||||
Office equipment |
||||||||
Software |
||||||||
Total property and equipment |
||||||||
Less: accumulated depreciation |
( |
) | ( |
) | ||||
Total property and equipment, net |
$ | $ | ||||||
December 31, 2021 |
June 30, 2022 |
|||||||
Accrued clinical trial and manufacturing costs |
$ | $ | ||||||
Accrued personnel costs |
||||||||
Other accrued liabilities |
||||||||
Total accrued liabilities |
$ | $ | ||||||
Operating Leases |
||||
Year ending December 31, |
||||
2022 (6 months remaining) |
$ | |||
2023 |
||||
Total undiscounted future lease payments |
||||
Less: imputed interest |
( |
) | ||
Total lease liabilities |
$ | |||
Convertible Preferred Stock |
Shares Authorized |
Shares Issued and Outstanding |
Carrying Value |
Liquidation Preference |
||||||||||||
Series A-1 |
$ | $ | ||||||||||||||
Series A-2 |
||||||||||||||||
Series B |
||||||||||||||||
Series C |
||||||||||||||||
Total |
$ | $ | ||||||||||||||
Series A-1 convertible preferred stock outstanding, as converted |
||||
Series A-2 convertible preferred stock outstanding, as converted |
||||
Series B convertible preferred stock outstanding, as converted |
||||
Series C convertible preferred stock outstanding, as converted |
||||
Options issued and outstanding |
||||
Options available for future grants |
||||
Common stock warrants |
||||
Series A-2 preferred stock warrant |
||||
|
|
|||
Total common stock reserved for issuance |
||||
|
|
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2021 |
2022 |
2021 |
2022 |
|||||||||||||
Research and development |
$ | $ | $ | $ | ||||||||||||
General and administrative |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total stock-based compensation |
$ | $ | $ | $ | ||||||||||||
|
|
|
|
|
|
|
|
As of June 30, |
||||||||
2021 |
2022 |
|||||||
Series A-1 convertible preferred stock |
||||||||
Series A-2 convertible preferred stock |
||||||||
Series B convertible preferred stock |
||||||||
Series C convertible preferred stock |
||||||||
Stock options |
||||||||
Common stock warrants |
||||||||
Series A-2 preferred stock warrant |
||||||||
Total common stock reserved for issuance |
||||||||
December 31, |
||||||||
2020 |
2021 |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Short-term investments |
||||||||
Prepaid expenses and other current assets |
||||||||
Total current assets |
||||||||
Property and equipment, net |
||||||||
Right-of-use |
||||||||
Other assets |
||||||||
Total assets |
$ | $ | ||||||
Liabilities, Convertible Preferred Stock and Stockholders’ Deficit |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | $ | ||||||
Accrued liabilities |
||||||||
Deferred revenue |
||||||||
Lease liabilities, current portion |
||||||||
Total current liabilities |
||||||||
Lease liabilities, less current portion |
||||||||
Total liabilities |
||||||||
Commitment and contingencies (Note 10) |
||||||||
Convertible preferred stock, $ |
||||||||
Stockholders’ deficit: |
||||||||
Common stock, $ |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Accumulated other comprehensive (loss) income |
( |
) | ||||||
Total stockholders’ deficit |
( |
) | ( |
) | ||||
Total liabilities, convertible preferred stock and stockholders’ deficit |
$ | $ | ||||||
Years Ended December 31, |
||||||||
2020 |
2021 |
|||||||
Operating expenses: |
||||||||
Research and development |
$ | $ | ||||||
General and administrative |
||||||||
|
|
|
|
|||||
Total operating expenses |
||||||||
|
|
|
|
|||||
Loss from operations |
( |
) | ( |
) | ||||
Interest income, net |
||||||||
|
|
|
|
|||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
|||||
Net loss per share attributable to common stockholders, basic and diluted |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
|||||
Weighted average common shares used to compute net loss per share, basic and diluted |
||||||||
|
|
|
|
|||||
Comprehensive Loss: |
||||||||
Net loss |
( |
) | ( |
) | ||||
Other comprehensive loss |
||||||||
Unrealized gain (loss) on marketable securities |
( |
) | ||||||
|
|
|
|
|||||
Comprehensive loss |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
Convertible Preferred Stock |
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Other Comprehensive (Loss) Income |
Total Stockholders’ Deficit |
|||||||||||||||||||||||||||
Shares |
Amounts |
Shares |
Amounts |
|||||||||||||||||||||||||||||
Balance at December 31, 2019 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||
Issuance of Series C convertible preferred stock, net of issuance costs of $ |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Exercise of stock options |
— | — | — | — | ||||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||
Other comprehensive gain |
— | — | — | — | — | — | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance at December 31, 2020 |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Exercise of stock options |
— | — | — | — | — | |||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||
Other comprehensive loss |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance at December 31, 2021 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
||||||||
2020 |
2021 |
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Depreciation |
||||||||
Stock-based compensation |
||||||||
Accretion of discount and amortization of premiums on marketable securities |
||||||||
Non-cash lease expense |
||||||||
Other |
( |
) | ||||||
Changes in current assets and liabilities: |
||||||||
Prepaid expenses and other current assets |
( |
) | ||||||
Other assets |
( |
) | ||||||
Accounts payable |
||||||||
Accrued expenses |
( |
) | ||||||
Deferred revenue |
||||||||
Lease liabilities |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Net cash used in operating activities |
( |
) | ( |
) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Purchases of property and equipment |
( |
) | ||||||
Purchases of marketable securities |
( |
) | ( |
) | ||||
Sales of marketable securities |
||||||||
|
|
|
|
|||||
Net cash (used in) provided by investing activities |
( |
) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Payment of deferred offering costs |
( |
) | ( |
) | ||||
Proceeds from exercise of stock options |
||||||||
Proceeds from issuance of convertible preferred stock, net of issuance costs |
||||||||
|
|
|
|
|||||
Net cash provided by financing activities |
||||||||
|
|
|
|
|||||
Net decrease in cash and cash equivalents |
( |
) | ( |
) | ||||
Cash and cash equivalents, beginning of period |
||||||||
|
|
|
|
|||||
Cash and cash equivalents, end of period |
$ | $ | ||||||
|
|
|
|
|||||
NONCASH INVESTING AND FINANCING ACTIVITIES: |
||||||||
Deferred offering costs in other accrued liabilities |
$ | $ | ||||||
|
|
|
|
|||||
Purchase of equipment included in accounts payable |
$ | $ | ||||||
|
|
|
|
|||||
Impact of right-of-use |
$ | $ | ||||||
|
|
|
|
December 31, 2020 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Financial assets: |
||||||||||||||||
Money market funds |
$ | $ | $ | $ | ||||||||||||
U.S. treasury securities |
||||||||||||||||
Commercial paper |
||||||||||||||||
Corporate debt securities |
||||||||||||||||
Asset backed securities |
||||||||||||||||
Total |
$ | $ | $ | $ | ||||||||||||
Financial liability: |
||||||||||||||||
Preferred stock warrant liability |
$ | $ | $ | $ | ||||||||||||
Total |
$ | $ | $ | $ | ||||||||||||
December 31, 2021 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Financial assets: |
||||||||||||||||
Money market funds |
$ | $ | $ | $ | ||||||||||||
Commercial paper |
||||||||||||||||
Corporate debt securities |
||||||||||||||||
Government debt securities |
||||||||||||||||
Asset backed securities |
||||||||||||||||
Total |
$ | $ | $ | $ | ||||||||||||
Financial liability: |
||||||||||||||||
Preferred stock warrant liability |
$ | $ | $ | $ | ||||||||||||
Total |
$ | $ | $ | $ | ||||||||||||
December 31, 2020 |
||||||||||||||||
Amortized Cost |
Unrealized |
Estimated Fair Value |
||||||||||||||
Gains |
Losses |
|||||||||||||||
Cash and cash equivalents: |
||||||||||||||||
Cash |
$ | $ | $ | $ | ||||||||||||
Money market funds |
||||||||||||||||
Total cash and cash equivalents |
$ | $ | $ | $ | ||||||||||||
Marketable securities: |
||||||||||||||||
U.S. treasury securities |
$ | $ | $ | $ | ||||||||||||
Commercial paper |
||||||||||||||||
Corporate debt securities |
||||||||||||||||
Asset backed securities |
||||||||||||||||
Total marketable securities |
$ | $ | $ | $ | ||||||||||||
December 31, 2021 |
||||||||||||||||
Amortized Cost |
Unrealized |
Estimated Fair Value |
||||||||||||||
Gains |
Losses |
|||||||||||||||
Cash and cash equivalents: |
||||||||||||||||
Cash |
$ | $ | $ | $ | ||||||||||||
Money market funds |
||||||||||||||||
Total cash and cash equivalents |
$ | $ | $ | $ | ||||||||||||
Marketable securities: |
||||||||||||||||
Commercial paper |
$ | $ | $ | $ | ||||||||||||
Corporate debt securities |
( |
) | ||||||||||||||
Government debt securities |
||||||||||||||||
Asset backed securities |
( |
) | ||||||||||||||
Total marketable securities |
$ | $ | $ | ( |
) | $ | ||||||||||
December 31, |
||||||||
2020 |
2021 |
|||||||
Laboratory equipment |
$ | $ | ||||||
Furniture and fixtures |
||||||||
Office equipment |
||||||||
Software |
||||||||
Total property and equipment |
||||||||
Less: accumulated depreciation |
( |
) | ( |
) | ||||
Total property and equipment, net |
$ | $ | ||||||
December 31, |
||||||||
2020 |
2021 |
|||||||
Accrued clinical trial and manufacturing costs |
$ | $ | ||||||
Accrued personnel costs |
||||||||
Other accrued liabilities |
||||||||
Total accrued liabilities |
$ | $ | ||||||
Year ending December 31, | Operating Leases |
|||
2022 |
$ | |||
2023 |
||||
Total undiscounted future lease payments |
||||
Less: imputed interest |
( |
) | ||
Total lease liabilities |
$ | |||
Convertible Preferred Stock |
Shares Authorized |
Shares Issued and Outstanding |
Carrying Value |
Liquidation Preference |
||||||||||||
Series A-1 |
$ | $ | ||||||||||||||
Series A-2 |
||||||||||||||||
Series B |
||||||||||||||||
Series C |
||||||||||||||||
Total |
$ | $ | ||||||||||||||
Series A-1 convertible preferred stock outstanding, as converted |
||||
Series A-2 convertible preferred stock outstanding, as converted |
||||
Series B convertible preferred stock outstanding, as converted |
||||
Series C convertible preferred stock outstanding, as converted |
||||
Options issued and outstanding |
||||
Options available for future grants |
||||
Common stock warrants |
||||
Series A-2 preferred stock warrant |
||||
Total common stock reserved for issuance |
||||
Years Ended December 31, |
||||||||
2020 |
2021 |
|||||||
Research and development |
$ | $ | ||||||
General and administrative |
||||||||
Total stock-based compensation |
$ | $ | ||||||
Years Ended December 31, |
||||||||
2020 |
2021 |
|||||||
Expected term (years) |
||||||||
Expected volatility |
||||||||
Risk-free interest rate |
||||||||
Expected dividend |
Reprice |
||||
Expected term (years) |
||||
Expected volatility |
||||
Risk-free interest rate |
||||
Expected dividend |
• | Expected volatility: Because Apexigen’s stock is not traded in an active market, Apexigen calculates volatility by using the historical volatilities of the common stock of comparable publicly traded companies. The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. Apexigen will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. |
• | Risk-free interest rate: Apexigen bases the risk-free interest rate from the U.S. Treasury yield curve in effect at the measurement date with maturities approximately equal to the expected term. |
• | Expected term: Apexigen determines the expected life of options granted using the “simplified” method. Under this approach, Apexigen presumes the expected term to be the mid-point between the |
weighted-average vesting term and the contractual term of the option. The simplified method makes the assumption that the award recipient will exercise share options evenly over the period when the share options are vested and ending on the date when the share options would expire. |
• | Expected dividend yield: Apexigen has never paid cash dividends on its common stock and does not have plans to pay cash dividends in the future. Therefore, Apexigen uses an expected dividend yield of zero. |
• | Common Stock Valuation: Given the absence of a public trading market of Apexigen’s common stock, the Board considers numerous subjective and objective factors to determine the best estimate of fair value of Apexigen’s common stock underlying the stock options granted to its employees and non-employees. In determining the grant date fair value of its common stock, Apexigen uses certain assumptions, including probability weighting events, volatility, time to liquidation, risk-free interest rate, and assumption for a discount for lack of marketability. Apexigen uses a hybrid of the Option Pricing Model (“OPM”) and the Probability-Weighted Expected Return Method (“PWERM”) for determining our enterprise value. Application of these methods involves the use of estimates, judgments, and assumptions that are complex and subjective, such as those regarding our expected future revenue, expenses, and cash flows, discount rates, market multiples, the selection of comparable companies, and the probability of future events. Following completion of the Merger, the Board intends to determine the fair value of the common stock based on the closing price of the common stock on or around the date of grant. |
Options Available to Grant |
Number of Options Outstanding |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Terms (Years) |
Aggregate Intrinsic Value |
||||||||||||||||
Outstanding at December 31, 2020 |
$ | |||||||||||||||||||
Granted |
( |
) | $ | |||||||||||||||||
Exercised |
( |
) | $ | |||||||||||||||||
Cancelled |
( |
) | $ | |||||||||||||||||
|
|
|
|
|||||||||||||||||
Outstanding at December 31, 2021 |
$ | $ | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Vested and exercisable at December 31, 2021 |
$ | $ | ||||||||||||||||||
|
|
|
|
|||||||||||||||||
Vested and expected to vest at December 31, 2021 |
$ | $ | ||||||||||||||||||
|
|
|
|
Years Ended December 31, |
||||||||
2020 |
2021 |
|||||||
Federal statutory income tax rate |
% | % | ||||||
Permanent differences |
( |
)% | ( |
)% | ||||
Other credit |
% | % | ||||||
Other |
% | ( |
)% | |||||
State rate change impact |
( |
)% | % | |||||
Change in valuation allowance |
( |
)% | ( |
)% | ||||
|
|
|
|
|||||
% | % | |||||||
|
|
|
|
Years Ended December 31, |
||||||||
2020 |
2021 |
|||||||
Deferred tax assets: |
||||||||
Net operating loss carry forwards |
$ | $ | ||||||
Tax credits |
||||||||
Other reserves and accruals |
||||||||
|
|
|
|
|||||
Gross deferred tax assets |
||||||||
Deferred tax liabilities: |
||||||||
Depreciation and amortization |
( |
) | ( |
) | ||||
Right-of-use |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Gross deferred tax liabilities |
( |
) | ( |
) | ||||
Valuation allowance |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Net deferred tax assets |
$ | $ | ||||||
|
|
|
|
Years Ended December 31, |
||||||||
2020 |
2021 |
|||||||
Gross unrecognized tax benefit at January 1 |
$ | $ | ||||||
Additions for tax provision taken in the current year |
||||||||
|
|
|
|
|||||
Gross unrecognized tax benefit at December 31 |
$ | $ | ||||||
|
|
|
|
Item 13. |
Other Expenses of Issuance and Distribution |
SEC registration fees |
$ | 4,635 | ||
Legal fees and expenses |
$ | 150,000 | ||
Accounting fees and expenses |
$ | 42,000 | ||
Miscellaneous |
$ | 4,550 | ||
Total |
$ | 201,185 |
Item 14. |
Indemnification of Directors and Officers |
Item 15. |
Recent Sales of Unregistered Securities |
Item 16. |
Exhibits and Financial Statement Schedules |
23.2 | Consent of Moss Adams LLP. | |
23.3** | Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1 hereto). | |
24.1** | Power of Attorney (included on signature page to the initial filing of this Registration Statement). | |
101.INS | Inline XBRL Instance Document. | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
107** | Filing Fee Table |
† | Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is not material and is the type of information that the registrant treats as private or confidential. |
# | Indicate management contract or compensatory plan or arrangement. |
** | Previously filed |
Item 17. |
Undertakings |
(i) | To include any prospectus required by section 10(a)(3) of the Securities Act. |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
i. | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
ii. | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
iii. | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
iv. | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
APEXIGEN, INC. | ||
By: | /s/ Xiaodong Yang | |
Name: | Xiaodong Yang, M.D., Ph.D. | |
Title: | President & Chief Executive Officer |
Name |
Title |
Date | ||
/s/ Xiaodong Yang Xiaodong Yang, M.D., Ph.D. |
President, Chief Executive Officer and Director (Principal Executive Officer) |
September 1, 2022 | ||
/s/ William Duke William Duke |
Chief Financial Officer (Principal Financial and Accounting Officer) |
September 1, 2022 | ||
* Meenu Karson |
Director, Chair of the Board | September 1, 2022 | ||
* Herb Cross |
Director | September 1, 2022 | ||
* Jakob Dupont, M.D. |
Director | September 1, 2022 | ||
* Gordon Ringold, Ph.D |
Director | September 1, 2022 | ||
* Scott Smith |
Director | September 1, 2022 | ||
* Sam Wertheimer, Ph.D. |
Director | September 1, 2022 | ||
* Dan Zabrowski, Ph.D. |
Director | September 1, 2022 |
*By: | /s/ Xiaodong Yang | |
Xiaodong Yang, M.D., Ph.D. | ||
Attorney-in-fact |