Item 1.01 Entry into a Material Definitive Agreement.
On March 18, 2022, Brookline Capital Acquisition Corp., a Delaware corporation
("Brookline Capital"), announced that it executed a Business Combination
Agreement (the "Business Combination Agreement"), dated as of March 17, 2022,
with Project Barolo Merger Sub, Inc., a Delaware corporation and wholly owned
subsidiary of Brookline Capital ("Merger Sub"), and Apexigen, Inc., a Delaware
corporation ("Apexigen") (the transactions contemplated by the Business
Combination Agreement, the "Business Combination"). This Current Report on Form
8-K (this "Current Report") provides a summary of the Business Combination
Agreement and the other agreements entered into (and certain agreements to be
entered into) in connection with the Business Combination. The descriptions of
these agreements do not purport to be complete and are qualified in their
entirety by the terms and conditions of such agreements or the forms thereof, as
applicable, copies of which are filed as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4,
10.5 and 10.6 hereto and are incorporated by reference herein.
Business Combination Agreement
The below description of the Business Combination Agreement and the transactions
contemplated thereby is not complete and is subject to, and qualified in its
entirety by reference to, the actual agreement, a copy of which is filed with
this Current Report as Exhibit 2.1, and the terms of which are incorporated
herein by reference. Capitalized terms used but not otherwise defined herein
will have the meanings given to them in the Business Combination Agreement. The
Business Combination Agreement has been attached to provide investors with
information regarding its terms. It is not intended to provide any other factual
information about Brookline Capital, Apexigen or Merger Sub. In particular, the
assertions embodied in the representations and warranties in the Business
Combination Agreement were made as of a specified date, may be subject to a
contractual standard of materiality different from what might be viewed as
material to investors, or may have been used for the purpose of allocating risk
between the parties. Accordingly, the representations and warranties in the
Business Combination Agreement are not necessarily characterizations of the
actual state of facts about Brookline Capital, Merger Sub or Apexigen at the
time they were made or otherwise and should only be read in conjunction with the
other information that Brookline Capital makes publicly available in reports,
statements and other documents filed with the Securities and Exchange Commission
("SEC").
The Merger
Pursuant to the terms of the Business Combination Agreement, Brookline Capital
will acquire Apexigen through the merger of Merger Sub with and into Apexigen,
with Apexigen surviving the merger (the "Surviving Corporation") as a wholly
owned subsidiary of Brookline Capital (the "Merger"). At the effective time of
the Merger (the "Effective Time"), each share of Apexigen capital stock, par
value $0.001 per share (collectively, "Apexigen Capital Stock"), issued and
outstanding immediately prior to the Effective Time (including shares of
Apexigen Capital Stock issued upon the exercise or conversion of options,
preferred stock, and warrants prior to the Effective Time, but excluding any
shares for which appraisal rights have been exercised and perfected pursuant to
Section 3.01(a) of the Business Combination Agreement) will be cancelled and
converted into the right to receive shares of common stock, par value $0.0001
per share, of Brookline Capital ("Common Stock") equal to the Exchange Ratio
(the "Per Share Merger Consideration"). The "Exchange Ratio" means the quotient
of (a) the Aggregate Closing Merger Consideration divided by (b) the Company
Fully Diluted Capital Stock. The "Aggregate Closing Merger Consideration" means
a number of shares of Common Stock equal to the quotient of (a) the Aggregate
Closing Merger Consideration Value divided by (b) $10.00. The "Aggregate Closing
Merger Consideration Value" means (a) $205,000,000, plus (b) the sum of the
exercise prices of all Apexigen Options (as defined below) outstanding
immediately prior to the Effective Time.
The Company Fully Diluted Capital Stock means, without duplication, the sum of
(a) the aggregate number of shares of Apexigen Capital Stock that are issued and
outstanding as of immediately prior to the Effective Time (including shares
issued upon the exercise or conversion of Apexigen Options and warrants of
Apexigen, in each case prior to the Effective Time, (b) the aggregate number of
shares of Apexigen Common Stock (as defined below) issuable upon conversion of
all issued and outstanding shares of preferred stock of Apexigen immediately
prior to the Effective Time, (c) the aggregate number of shares of Apexigen
Capital Stock issuable upon full exercise or conversion of all Apexigen Options
and warrants to purchase Apexigen Capital Stock ("Apexigen Warrants")
outstanding as of immediately prior to the Effective Time, in each case, on a
fully-diluted, as converted-to-Apexigen Common Stock basis.
In addition, at the Effective Time, each outstanding option to purchase shares
of Apexigen common stock, par value $0.001 per share ("Apexigen Common Stock,"
and each such option, a "Apexigen Option"), whether vested or unvested, will be
assumed by Brookline Capital and converted into an option to purchase a number
of shares of Common Stock (such option, an "Exchanged Option") equal to the
product (rounded down to the nearest whole number) of (x) the number of shares
of
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Apexigen Common Stock subject to such Apexigen Option immediately prior to the
Effective Time and (y) the Exchange Ratio, at an exercise price per share
(rounded up to the nearest whole cent) equal to the quotient of (A) the exercise
price per share of such Apexigen Option immediately prior to the Effective Time
divided by (B) the Exchange Ratio. Except as specifically provided above or as
agreed to in writing with any holder of an Apexigen Option, following the
Effective Time, each Exchanged Option will continue to be governed by the same
vesting and exercisability terms and otherwise substantially similar terms and
conditions as were applicable to the corresponding former Apexigen Option
immediately prior to the Effective Time.
The Closing
The closing of the Business Combination (the "Closing") will occur as promptly
as practicable, but in no event later than three Business Days, after the
satisfaction or, if permissible, waiver of the conditions set forth in the
Business Combination Agreement.
Stock Exchange Listing
Pursuant to the terms of the Business Combination Agreement, Brookline Capital
is required to use its reasonable best efforts to cause the Common Stock to be
issued in connection with the Business Combination to be approved for listing on
the Nasdaq Stock Market LLC at the time of the Closing.
Name Change
Upon the Closing of the Business Combination, Brookline Capital will be renamed
"Apexigen, Inc." (the "Post-Combination Company").
Representations and Warranties
The Business Combination Agreement contains customary representations and
. . .
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report is
incorporated by reference herein. The shares of common stock and the warrants to
be issued in connection with the PIPE Subscription Agreement and the Commitment
Shares and Purchase Shares to be issued pursuant to the terms of the Purchase
Agreement, and the transactions contemplated thereby, will not be registered
under the Securities Act of 1933, as amended (the "Securities Act"), and will be
issued in reliance on the exemption from registration requirements thereof
provided by Section 4(a)(2) of the Securities Act and/or Regulation D
promulgated thereunder as a transaction by an issuer not involving a public
offering.
Item 7.01 Regulation FD Disclosure.
On March 18, 2022, Brookline Capital and Apexigen issued a joint press release
announcing the Business Combination Agreement. The press release is attached
hereto as Exhibit 99.1 and incorporated by reference herein.
Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by
reference is the investor presentation that Brookline Capital and Apexigen have
prepared for use in connection with the announcement of the Business Combination
Agreement.
The foregoing (including Exhibits 99.1 and 99.2) is being furnished pursuant to
Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, and shall not be deemed to
be incorporated by reference into the filings of Brookline Capital under the
Securities Act or the Exchange Act, regardless of any general incorporation
language in such filings.
Additional Information and Where to Find It
In connection with the proposed business combinations, Brookline Capital intends
to file with the SEC a registration statement on Form S-4 containing a
preliminary proxy statement and a preliminary prospectus of Brookline Capital,
and after the registration statement is declared effective, Brookline Capital
will mail a definitive proxy statement/prospectus relating to
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the proposed business combinations to its stockholders. This Current Report does
not contain all the information that should be considered concerning the
proposed business combinations and is not intended to form the basis of any
investment decision or any other decision in respect of the business
combinations. Additional information about the proposed business combinations
and related transactions will be described in Brookline Capital's combined proxy
statement/prospectus relating to the proposed business combinations and the
respective businesses of Brookline Capital and Apexigen, which Brookline Capital
will file with the SEC. The proposed business combination and related
transactions will be submitted to stockholders of Brookline Capital for their
consideration. Brookline Capital's stockholders and other interested persons are
advised to read, when available, the preliminary proxy statement/prospectus and
the amendments thereto and the definitive proxy statement/prospectus and other
documents filed in connection with Brookline Capital's solicitation of proxies
for its special meeting of stockholders to be held to approve, among other
things, the proposed business combination and related transactions, because
these materials will contain important information about Apexigen, Brookline
Capital and the proposed business combination and related transactions. When
available, the definitive proxy statement/prospectus and other relevant
materials for the proposed business combination will be mailed to stockholders
of Brookline Capital as of a record date to be established for voting on the
proposed business combinations and related transactions.
Stockholders may also obtain a copy of the preliminary or definitive proxy
statement/prospectus, once available, as well as other documents filed with the
SEC by Brookline Capital, without charge, at the SEC's website located at
www.sec.gov or by directing a request to Patrick Sturgeon, Chief Financial
Officer, Brookline Capital Acquisition Corp., 280 Park Avenue, Suite 43W, New
York, New York 10017, or by telephone at (646) 603-6716.
Participants in the Solicitation
Apexigen and Brookline Capital and their respective directors and executive
officers and other persons may be deemed to be participants in the solicitations
of proxies from Brookline Capital's stockholders in respect of the proposed
business combinations and related transactions. Information regarding Brookline
Capital's directors and executive officers is available in its final prospectus
filed with the SEC under Rule 424(b)(4) on January 29, 2021. Additional
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests will be contained in the
preliminary and definitive proxy statements/prospectus related to the proposed
business combinations and related transactions when it becomes available, and
which can be obtained free of charge from the sources indicated above.
Forward-Looking Statements:
This Current Report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including statements regarding the
proposed business combination and other transactions described herein, Brookline
Capital, and Brookline Capital's management team's expectations, hopes, beliefs,
intentions, plans, prospects or strategies thereto and the future business plans
of Apexigen and Brookline Capital. Any statements contained herein that are not
statements of historical fact may be deemed to be forward-looking statements. In
addition, any statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. The words "anticipate," "believe,"
"continue," "could," "estimate," "expect," "intends," "may," "might," "plan,"
"possible," "potential," "predict," "project," "should," "would" and similar
expressions may identify forward-looking statements, but the absence of these
words does not mean that a statement is not forward-looking. The forward-looking
statements contained in this Current Report are based on Brookline Capital's
current expectations and beliefs of the management of Brookline Capital and/or
Apexigen in light of their respective experience and their perception of
historical trends, current conditions and expected future developments and their
potential effects on Apexigen and Brookline Capital as well as other factors
they believe are appropriate in the circumstances. There can be no assurance
that future developments affecting Apexigen or Brookline Capital will be those
that we have anticipated. These forward-looking statements involve a number of
risks, uncertainties (some of which are beyond the control of the parties) or
other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements,
including that the Brookline Capital stockholders will approve the transaction,
the ability of the post-combination company to meet Nasdaq listing standards,
successful clinical results, commercial adoption of approved antibody candidates
and that Brookline Capital and Apexigen will have sufficient capital upon the
approval of the transactions to operate as anticipated. Should one or more of
these risks or uncertainties materialize, or should any of Brookline Capital's
assumptions prove incorrect, actual results may vary in material respects from
those projected in these forward-looking statements. Additional factors that
could cause actual results to differ are discussed under the heading "Risk
Factors" and in other sections of Brookline Capital's filings with the SEC, and
in Brookline Capital's current and periodic reports filed or furnished from time
to time with the SEC. All forward-looking statements in this Current Report are
made as of the date hereof, based on information available to Brookline Capital
and/or Apexigen as of the date hereof, and Brookline Capital and/or Apexigen
assumes no obligation to update any forward-looking statement, whether as a
result of new information, future events or otherwise, except as may be required
under applicable securities laws.
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No Offer or Solicitation
This Current Report shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the Business
Combination. This Current Report shall also not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any states or jurisdictions in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
2.1† Business Combination Agreement, dated as of March 17, 2022, by and
among Brookline Capital Acquisition Corp., Project Barolo Merger Sub,
Inc. and Apexigen, Inc.
10.1† Stockholder Support Agreement, dated as of March 17, 2022, by and
among Brookline Capital Acquisition Corp., Apexigen, Inc. and the other
parties thereto
10.2† Registration Rights and Lock-Up Agreement, dated as of March 17,
2022, by and among Brookline Capital Acquisition Corp. and certain
stockholders of Apexigen, Inc. named therein
10.3 Sponsor Support Agreement, dated as of March 17, 2022, by and among
Brookline Capital Acquisition Corp., Apexigen, Inc. and Brookline
Capital Holdings, LLC
10.4 Form of PIPE Subscription Agreement
10.5 Purchase Agreement, dated as of March 17, 2022, by and among
Brookline Capital Acquisition Corp., Apexigen, Inc. and Lincoln Park
Capital Fund, LLC
10.6 Registration Rights Agreement, dated as of March 17, 2022, by and
among Brookline Capital Acquisition Corp., Apexigen, Inc. and Lincoln
Park Capital Fund, LLC
99.1 Press Release, dated March 18, 2022
99.2 Investor Presentation, dated March 18, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
† Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the SEC upon its
request.
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