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United States securities and exchange commission logo
August 29, 2022
Xiaodong Yang, M.D., Ph.D.
Chief Executive Officer
Apexigen, Inc.
75 Shoreway Road, Suite C
San Carlos, CA 94070
Re: Apexigen, Inc.
Registration
Statement on Form S-1
Filed August 12,
2022
File No. 333-266846
Dear Dr. Yang:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed August 12, 2022
Cover Page
1. For each of the shares
and warrants being registered for resale, disclose the price that the
selling securityholders
paid for such shares and warrants overlying such securities.
2. Disclose the exercise
prices of the warrants compared to the market price of the
underlying securities.
If the warrants are out the money, please disclose the likelihood
that warrant holders
will not exercise their warrants. Provide similar disclosure in the
prospectus summary,
risk factors, MD&A and use of proceeds section and disclose that
cash proceeds
associated with the exercises of the warrants are dependent on the stock
price. As applicable,
describe the impact on your liquidity and update the discussion on
the ability of your
company to fund your operations on a prospective basis with your
current cash on hand.
Xiaodong Yang, M.D., Ph.D.
FirstName LastNameXiaodong Yang, M.D., Ph.D.
Apexigen, Inc.
Comapany
August 29, NameApexigen,
2022 Inc.
August
Page 2 29, 2022 Page 2
FirstName LastName
3. We note the significant number of redemptions of common stock in
connection with your
business combination and that the shares being registered for resale
will constitute a
considerable percentage of your public float. Highlight the
significant negative impact
sales of shares on this registration statement could have on the
public trading price of your
shares.
Risk Factors, page 10
4. Include an additional risk factor highlighting the negative pressure
potential sales of
shares pursuant to this registration statement could have on the
public trading price of the
common stock. To illustrate this risk, disclose the purchase price of
the securities being
registered for resale and the percentage that these shares currently
represent of the total
number of shares outstanding. Also disclose that even though the
current trading price is
significantly below the SPAC IPO price, the private investors have an
incentive to sell
because they will still profit on sales because of the lower price
that they purchased their
shares than the public investors.
5. Update the disclosure in the risk factor titled Our management team
has limited
experience in operating a public company in light of the failure to
timely file the Form
10-Q for the quarter ended June 30, 2022.
Management's Discussion and Analysis of Financial Condition and Results of
Operation, page
86
6. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of the common
stock, expand your discussion of capital resources to address any
changes in the
company s liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company s ability
to raise additional capital.
7. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company s common stock.
Exhibits
8. We note your disclosure in the footnotes to the exhibit index that
certain portions of
Exhibit 2.1 have been redacted. If you intend to redact information
pursuant to Item
601(b)(10)(iv) of Regulation S-K, please revise to include a prominent
statement on the
first page of such redacted exhibit that certain identified
information ahs been excluded
because it is both not material and the type of information that the
registrant treats as
private or confidential. Refer to Item 601(b)(10)(iv) of Regulation
S-K.
Xiaodong Yang, M.D., Ph.D.
Apexigen, Inc.
August 29, 2022
Page 3
General
9. Revise your prospectus to disclose the price that each selling
securityholder paid for the
shares and warrants being registered for resale. Highlight any
differences in the current
trading price, the prices that the Sponsor, the PIPE investors, private
placement investors
and other selling securityholders acquired their shares and warrants, and
the price that the
public securityholders acquired their shares and warrants. Disclose that
while the
Sponsor, PIPE investors, private placement investors and other selling
securityholders
may experience a positive rate of return based on the current trading
price, the public
securityholders may not experience a similar rate of return on the
securities they
purchased due to differences in the purchase prices and the current
trading price. Please
also disclose the potential profit the selling securityholders will earn
based on the current
trading price. Lastly, please include appropriate risk factor disclosure.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Jane Park at 202-551-7439 or Christine Westbrook at
202-551-5019 with
any questions.
Sincerely,
FirstName LastNameXiaodong Yang, M.D., Ph.D.
Division of
Corporation Finance
Comapany NameApexigen, Inc.
Office of Life
Sciences
August 29, 2022 Page 3
cc: Michael Coke, Esq.
FirstName LastName