Apexigen Inc. completed the acquisition of Brookline Capital Acquisition Corp. from Brookline Capital Holdings, LLC, Periscope Capital Inc, Kepos Capital LP and others in a reverse merger transaction.
Following the transaction, Apexigen, Inc.'s Board of Directors shall consist of seven members, of which Apexigen will select six and Brookline Capital Acquisition Corp. will select one. As of June 26, 2022, the BCAC Board and the Board of Directors of Apexigen shall consist of eight members, which shall consist of seven members to be selected by Apexigen and one member to be selected by BCAC. The expected management and the board of the combined company following the business combination will include: mXiaodong Yang, Chief Executive Officer and Director Nominee, William Duke, Jr. Chief Financial Officer, Frank Hsu, Chief Medical Officer, Francis Sarena, Chief Operating Officer, Amy Wong, Senior Vice President, Finance and Operations and Herb Cross, Jakob Dupont, Meenu Karson, Gordon Ringold, Scott Smit, Samuel P. Wertheimer, BCAC's Chairman and Chief Executive Officer and Dan Zabrowski as Director Nominees.
Completion of the transaction is subject to approval of Brookline Capital Acquisition Corp. and Apexigen shareholders, Brookline Capital common stock to be issued in connection with the deal to be approved for listing on Nasdaq, all required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1979, as amended shall have been completed or have expired or been terminated, all consents, approvals shall have been obtained from and made with all governmental authorities, the PIPE subscription agreements shall be in full force and effect and nothing shall exist that would impair the private placements occurring in connection with the closing to the extent not yet having been consummated, the equity purchase agreement shall be in full force and effect and nothing shall exist that would materially impair the equity line of credit from being available to Apexigen, Inc. and other customary closing conditions, including the effectiveness of the definitive proxy statement with the SEC. The Boards of Directors of Brookline Capital Acquisition Corp. and Apexigen have unanimously approved the transaction. Gross proceeds of the transaction available to Apexigen, Inc. at closing will be approximately $73 million. As of July 5, 2022, the registration statement has been declared effective with respect to the transaction. The transaction was approved by the stockholders of Brookline at the Annual Meeting of Brookline's stockholders held on July 27, 2022. The transaction is expected to close in July 2022. On April 26, 2022, Brookline Capital Acquisition Corp. held a special meeting of its stockholders, which approved to extend the date by which Brookline Capital Acquisition must consummate a business combination transaction from May 2, 2022 on a monthly basis up to November 2, 2022. As of May 2, 2022, the consummation of the transaction has been extended to June 2, 2022 and may be extended thereafter on a monthly basis for up to six months to November 2, 2022. As of July 27, 2022, the transaction is expected to close on July 29, 2022.
Brookline Capital Markets acted as capital markets advisor and James Kelly, Peter Ekberg and Jeffrey Selman of DLA Piper LLP (US) acted as legal advisors to Brookline Capital. Wedbush Securities Inc. acted as financial advisor and Ken Clark, Rob Ishii, Michael Coke, Lance Brady, Brendan Maha, Niharika Tawde, Kaleigh Hawkins-Schulz, Norm Hovijitra, John Krocak, Michael Occhiolini, Myra Sutanto Shen, Scott McCall, Brandon Gantus, David Hoffmeister, Eva Yin, J. Todd Hahn, Cédric Burton and Nikolaos Theodorakis of Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisors to Apexigen. Morrow & Co., LLC is acting as proxy solicitor to Brookline Capital Acquisition for a fee of $25,000. Douglas Reed of Continental Stock Transfer & Trust Company is the transfer agent for shares of Brookline Capital Acquisition. Brookline Capital Markets, LLC is acting as financial advisor to Brookline Capital Acquisition in connection with our identification, negotiation and consummation of the initial Business Combination. BCAC will pay Brookline Capital Markets $0.2 million to act as BCAC's financial advisor, investment banker, and consultant in connection with the business combination.
Apexigen Inc. completed the acquisition of Brookline Capital Acquisition Corp. (NasdaqCM:BCAC) from Brookline Capital Holdings, LLC, Periscope Capital Inc, Kepos Capital LP and others in a reverse merger transaction on July 29, 2022.