Pyxis Oncology, Inc. (NasdaqGS:PYXS) entered into a definitive agreement to acquire Apexigen, Inc. (NasdaqCM:APGN) from entities associated with Pfizer Inc. (NYSE:PFE), Lincoln Park Capital, LLC, managed by Laurion Capital Management LP, Bayer World Investments B.V. and others for $17 million on May 23, 2023. As part of the consideration, Pyxis Oncology expects to issue approximately 4.4 million shares of its common stock to Apexigen stockholders to acquire Apexigen. For each share of Apexigen common stock, Pyxis Oncology will issue 0.1725 shares of its common stock. Upon closing of this business combination, Apexigen will become a wholly owned subsidiary of Pyxis Oncology. Pyxis Oncology?s current stockholders will beneficially own approximately 90% of the combined company and Apexigen?s stockholders will beneficially own approximately 10% of the combined company. Effective as of the closing of the transaction, the combined company will trade on Nasdaq under the ticker symbol ?PYXS?. Upon termination of the agreement under specified circumstances, Apexigen will be required to pay Pyxis Oncology a termination fee equal to $0.57 million.

The existing Pyxis Oncology leadership team will continue to be responsible for all executive positions, including Lara S. Sullivan, as President and Chief Executive Officer, Pamela Connealy, as Chief Financial Officer and Chief Operating Officer, and Jan Pinkas, as Chief Scientific Officer. Effective June 15, 2023, Jay M. Feingold, will step down as Chief Medical Officer to pursue other opportunities. Feingold will remain an advisor to Pyxis Oncology until a successor is named. Xiaodong Yang, Founder and Chief Executive Officer of Apexigen will join Pyxis Oncology to support the R&D transition activities. The definitive merger agreement has been approved by the Boards of Directors of each company. The transaction is subject to the satisfaction or waiver of customary closing conditions, including standard regulatory approvals approval by the stockholders of Apexigen and the approval for listing of the shares of Pyxis Common Stock to be issued in connection with the Merger on the Nasdaq Global Market and the effectiveness of a registration statement on Form S-4 to register the shares of Pyxis Oncology common stock to be issued in connection with the transaction. The transaction is expected to close by mid-2023.

Asher Rubin and John Butler of Sidley Austin LLP acted as legal advisor to Pyxis. Ladenburg Thalmann & Co. Inc. acted as financial advisor to Apexigen and received an upfront fee of $250,000. Ladenburg has received a separate fee of $250,000 for rendering the Opinion. Kenneth A. Clark, Robert T. Ishii, Michael E. Coke, Lance E. E. Brady, Brendan R. Mahan, Jackie Hamilton, Jasbir Bains, Jessie Couch, Gregory P. Broome, Norm Hovijitra, Scott T. McCall, Matt Gorman, J. Todd Hahn, Matt Staples, Eva F. Yin, Seth Cowell, Anne E. Seymour, Susan P. Reinstra and Martin R. Sul of Wilson Sonsini Goodrich & Rosati acted as legal advisor to Apexigen. Apexigen has retained MacKenzie Partners, Inc. to assist in its solicitation of proxies and has agreed to pay them a fee of approximately $25,000 and potentially additional fees under certain circumstances, plus reasonable expenses, for these services.

Pyxis Oncology, Inc. (NasdaqGS:PYXS) completed the acquisition of Apexigen, Inc. (NasdaqCM:APGN) from entities associated with Pfizer Inc. (NYSE:PFE), Lincoln Park Capital, LLC, managed by Laurion Capital Management LP, Bayer World Investments B.V. and others on August 23, 2023. Jakob Dupont was appointed as director of Pyxis.