424B3

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-266847

PROSPECTUS SUPPLEMENT NO. 1

(To the Prospectus dated September 9, 2022)

 

https://cdn.kscope.io/80a4015621a623597b1e30dab4c157fd-img245964525_0.jpg 

Apexigen, Inc.

 

Up to 17,316,667 shares of common stock

 

This prospectus supplement supplements the prospectus, dated September 9, 2022 (as amended, the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-266847). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in i) our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 14, 2022 (the “November 2022 Report”), ii) our Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2022 (the “Quarterly Report”) and iii) our Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 25, 2023 (the “January 2023 Report” and, together with the November 2022 Report, the “Current Reports”). Accordingly, we have attached the Quarterly Report and the Current Reports to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the resale by the selling securityholder named in the Prospectus (or their permitted transferees) (the “Selling Securityholder”) of up to 17,316,667 shares of our common stock, par value $0.0001 per share (”Common Stock”).

We are a “smaller reporting company” and an “emerging growth company” as those terms are defined under the federal securities laws and, as such, have elected to comply with certain reduced public company disclosure and reporting requirements.

Our Common Stock is currently listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “APGN.” On January 26, 2022, the last reported sales price of our Common stock was $2.13 per share.

This prospectus supplement should be read in conjunction with the Prospectus and is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement is qualified by reference to the Prospectus, including any amendments or supplements thereto, except to the extent that the information in this prospectus supplement updates and supersedes the information contained therein. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in “Risk Factors” beginning on page 7 of the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus Supplement dated January 30, 2023.

 


 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 08, 2022

 

 

Apexigen, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-39488

85-1260244

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

75 Shoreway Road

Suite C

 

San Carlos, California

 

94070

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (650) 931-6236

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.0001 par value per share

 

APGN

 

The NASDAQ Stock Market LLC

Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share

 

APGNW

 

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 


 

Item 4.01. Changes in the Registrant’s Certifying Accountant

Dismissal of independent registered public accounting firm

On November 8, 2022, the audit committee of the board of directors (the “Audit Committee”) of Apexigen, Inc. (the “Company”), dismissed Marcum LLP (“Marcum”), the Company’s independent registered public accounting firm prior to the Company’s business combination transaction that closed on July 29, 2022 (the “Business Combination”).

Marcum’s report on the Company's financial statements as of December 31, 2021 and 2020, and for the year ended December 31, 2021 and for the period from May 27, 2020 (inception) through December 31, 2020, did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles.

During the period from May 27, 2020 (inception) to December 31, 2021 and the subsequent interim period through November 8, 2022, there were no disagreements between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused it to make reference to the subject matter of the disagreements in connection with its report. During the period from May 27, 2020 (inception) to December 31, 2021 and the subsequent interim period through November 8, 2022, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended).

The Company provided Marcum with a copy of the foregoing disclosures and requested that Marcum furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company set forth above. A copy of Marcum’s letter, dated November 14, 2022, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

On November 8, 2022, the Audit Committee approved the engagement of Moss Adams LLP as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2022. Moss Adams LLP served as the independent registered public accounting firm of Apexigen America, Inc. (formerly known as Apexigen, Inc.) prior to the Business Combination. During the period from May 27, 2020 (inception) to December 31, 2021 and subsequent interim period through November 8, 2022, neither the Company nor anyone on the Company’s behalf consulted with Moss Adams LLP with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report or oral advice was provided that Moss Adams LLP concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue, or (ii) any other matter that was either the subject of a disagreement or a reportable event (each as defined above).

Item 8.01 Other Event.

On November 14, 2022, the Company issued a press release announcing data from a Phase 2 clinical trial testing sotigalimab in combination with doxorubicin in patients with liposarcoma.

A copy of the press release is filed herewith as Exhibit 99.1, and the information contained therein is incorporated by reference into this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibit.

 

 

 

 

 

 

Exhibit

No.

Description

16.1

Letter from Marcum LLP as to the change in certifying accountant, dated as of November 14, 2022

99.1

Press Release dated November 14, 2022

104

Cover Page Interactive Data File

 

 

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Apexigen, Inc.

 

 

 

 

Date:

November 14, 2022

By:

/s/ Xiaodong Yang

 

 

 

Xiaodong Yang, M.D., Ph.D.
President & Chief Executive Officer

 

 


 


Exhibit 16.1

 

 

 

November 14, 2022

 

 

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 

 

Commissioners:

 

We have read the statements made by Apexigen, Inc. (formerly known as Brookline Capital Acquisition Corp.) under Item 4.01 of its Form 8-K dated November 8, 2022. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Apexigen, Inc. contained therein.

 

Very truly yours,

 

/s/ Marcum llp

 

Marcum llp

 

 

 


https://cdn.kscope.io/80a4015621a623597b1e30dab4c157fd-img245964525_1.jpg 

Exhibit 99.1

 

Apexigen Announces Positive Interim Results from Phase 2 Trial Evaluating its CD40 Antibody, Sotigalimab, in Combination with Doxorubicin in Patients with Liposarcoma

 

-Patients with liposarcoma (LPS) demonstrated prolonged median PFS (mPFS) relative to historical controls treated with standard of care of doxorubicin-

 

-Encouraging PFS data from the ongoing investigator sponsored trial in collaboration with Columbia University supports expansion of the LPS cohort to inform a potential registration-enabling trial-

 

-Apexigen to host investor call with sarcoma expert and principal investigator, Gary Schwartz, M.D. at Columbia University, today, November 14, at 8:00 a.m. ET-

 

SAN CARLOS, CA – November 14, 2022 – Apexigen, Inc. (NASDAQ: APGN) a clinical-stage company focused on developing innovative antibody-based therapeutics for the treatment of cancer with a focus on immuno-oncology, today announced topline data from an ongoing Phase 2 investigator sponsored trial in collaboration with Columbia University, evaluating sotigalimab (sotiga), Apexigen’s agonist antibody targeting CD40, in combination with standard of care doxorubicin (dox), in patients with advanced soft tissue sarcoma (STS). In the subgroup of patients with liposarcoma (LPS), the second most common STS, treatment with sotiga combined with dox resulted in a median progression-free survival (mPFS) of 12.45 months relative to the historically observed mPFS of less than 5 months in patients treated with dox monotherapy.

 

“While the incidence of soft tissue sarcoma continues to rise, efforts to improve upon the standard of care treatment have largely stalled and remained largely unchanged for years,” said Gary Schwartz, M.D., Chief of Columbia University Medical Center's Division of Hematology and Oncology and Principal Investigator of the study. “In contrast, results from the ongoing Phase 2 trial showed the subgroup of patients with LPS treated with sotigalimab in combination with dox achieved a mPFS more than double than historically seen with dox alone. With the favorable safety observed in these patients, the encouraging results support future evaluation of sotigalimab-based combinations while speaking to the potential of sotigalimab in the maintenance therapy setting.”

 

Frank Hsu, M.D., Chief Medical Officer of Apexigen commented, “In collaboration with Columbia University, we are very pleased to have successfully completed enrollment of the LPS cohort and are encouraged by the promising clinical results to date. This impressive increase in PFS is an improvement of clinical benefit that builds on the standard of care treatment of this disease. We now plan to expand enrollment with an additional 10 patients with LPS. This expansion cohort will supplement the growing dataset suggesting sotiga in combination with dox may provide superior clinical benefit compared to emerging treatment approaches and currently approved standard of care chemotherapy. Further, these results could inform a potential Phase 3 registration-enabling study for patients with LPS in the first-line setting.”

 

The objective of this ongoing study is to evaluate the efficacy of this novel combination and to further characterize the safety and feasibility of the combination of sotiga with dox. More information about the study is available at:

 


 

https://clinicaltrials.gov/ct2/show/NCT03719430?term=NCT03719430&draw=2&rank=1 (NCT03719430).

 

Interim efficacy results:

Sotiga combined with dox led to encouraging PFS in the completed LPS cohort consisting of dedifferentiated liposarcomas.
o
As of September 27, 2022, of the 10 evaluable patients with LPS, the mPFS was 12.45 months (range: 1.4 to 25.3 months), which compares favorably to the historically observed mPFS of LPS patients treated with dox alone (<5 months).
o
Results support the initiation of an expansion cohort with an additional 10 patients to inform a potential registration-enabling trial in first-line LPS patients.

 

Conference Call at 8:00 a.m. ET Today

Apexigen will host a video conference call and webcast for investors and analysts today at 8:00 a.m. ET to discuss the most recent clinical data. Gary Schwartz, M.D., Chief of Columbia University Medical Center's Division of Hematology and Oncology and Principal Investigator of the study, as well as members of Apexigen’s senior management team, will lead the discussion on the study results. The live webcast and replay can be accessed in the “Investors” section of our website (apexigen.com), under “Events & Presentations” or by clicking https://ir.apexigen.com/events-presentations.

 

About Apexigen

 

Apexigen is a clinical-stage biopharmaceutical company focused on discovering and developing a new generation of antibody therapeutics for oncology, with an emphasis on new immuno-oncology agents designed to harness the patient’s immune system to combat and eradicate cancer. Sotigalimab and Apexigen’s other programs were discovered using Apexigen’s proprietary APXiMAB™ discovery platform. This platform has enabled Apexigen and its collaboration partners to discover and develop therapeutic antibodies against a variety of molecular targets, including targets that are difficult to drug with conventional antibody technologies. Multiple product candidates have been discovered using the APXiMAB platform, one of which is commercially available and the others are in clinical development, either internally by Apexigen or by its licensees. For more information, please visit www.apexigen.com.

 

Forward-Looking Statements

 

This press release 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 Apexigen’s ability to provide innovative oncology solutions, meet the needs of patients and provide meaningful clinical benefits; the potential attributes, uses and effectiveness of Apexigen’s lead candidate sotigalimab, including in combination with doxorubicin and in patients with LPS; Apexigen’s plans, timelines and expectations with respect to its ongoing Phase 2 investigator sponsored trial in collaboration with Columbia University, including expanded enrollment in patients with LPS and the expectation that it is a potential registration-enabling study; and statements made by Apexigen’s Chief Medical Officer and Columbia University Medical Center's Chief of the Division of Hematology and Oncology . 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 press release are based on certain assumptions and analyses made by the Apexigen’s management in light of their respective experience and their perception of historical trends, current conditions and expected future developments and their potential effects on Apexigen, as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting Apexigen will be those that Apexigen has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Apexigen’s control) 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 Apexigen’s early stages of clinical drug development, Apexigen’s ability to achieve successful clinical results or commercial adoption of sotigalimab, Apexigen’s competitors developing and marketing products that are more effective, safer, or less expensive than Apexigen’s product candidates, delays or difficulties in the enrollment of patients in Apexigen’s clinical trials, or that Apexigen will have sufficient capital to operate as anticipated. Should one or more of these risks or uncertainties materialize, or should any of our 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 Apexigen’s current and periodic reports filed or furnished from time to time with the SEC. All forward-looking statements in this press release are made as of the date hereof, based on information available to Apexigen, and Apexigen assumes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 

Investor Contact:

Bruce Mackle
LifeSci Advisors
+1-646-889-1200
bmackle@lifesciadvisors.com

 

Apexigen Contact:

William Duke

Chief Financial Officer
Apexigen, Inc.
+1-650-931-6236
ir@apexigen.com

 


 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission File Number: 001-39488

 

Apexigen, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

85-1260244

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

75 Shoreway Road, Suite C

San Carlos, CA

94070

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (650) 931-6236

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

 

APGN

 

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share

 

APGNW

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

 

Accelerated filer

 

Non-accelerated filer

 

 

Smaller reporting company

 

 

 

 

 

Emerging growth company

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

As of November 10, 2022, the registrant had 22,565,347 shares of common stock, $0.0001 par value per share, outstanding.

 

 

 

 


 

Table of Contents

 

 

 

Page

 

 

 

PART I.

FINANCIAL INFORMATION

3

 

 

 

Item 1.

Unaudited Condensed Consolidated Financial Statements

3

 

Condensed Consolidated Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021

3

 

Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2022 and 2021

4

 

Condensed Consolidated Statements of Stockholders' Equity for the Three and Nine Months Ended September 30, 2022 and 2021

5

 

Condensed Consolidated Statements of Cash Flows for Nine Months Ended September 30, 2022 and 2021

8

 

Notes to Unaudited Condensed Consolidated Financial Statements

9

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

25

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

38

Item 4.

Controls and Procedures

38

 

 

 

PART II.

OTHER INFORMATION

39

 

 

 

Item 1.

Legal Proceedings

39

Item 1A.

Risk Factors

39

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

88

Item 3.

Defaults Upon Senior Securities

88

Item 4.

Mine Safety Disclosures

88

Item 5.

Other Information

88

Item 6.

Exhibits

89

Signatures

90

 

i


 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements other than statements of historical facts contained in this report, including statements regarding our future results of operations and financial position, business strategy, product candidates, planned preclinical studies and clinical trials, results of clinical trials, research and development costs, regulatory approvals, timing, and likelihood of success, as well as plans and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that are in some cases beyond our control and may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “would,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this report include, but are not limited to, statements about:

our success in retaining or recruiting, or changes required in, our officers, key employees or directors;
our public securities’ potential liquidity and trading;
the lack of a market for our securities;
our financial performance;
failure to realize the anticipated benefits of the Business Combination (as defined in Part I, Item 1, Note 3, “Business Combination,” in our notes to unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q);
the outcome of any legal proceedings that may be instituted against us related to the Business Combination;
the timing and focus of our current and future clinical trials, and the reporting of data from those trials;
our ability to obtain and maintain regulatory approval of our product candidates;
our estimates of the number of patients in the United States who suffer from the diseases we are targeting and the number of patients that will enroll in clinical trials;
the timing or likelihood of regulatory filings and approvals for our product candidates for various diseases;
our plans relating to commercializing our product candidates, if approved, including which indications will be pursued;
the ability of our clinical trials to demonstrate safety and efficacy, and other positive results, of our product candidates;
the beneficial characteristics, safety, efficacy, and therapeutic effects of our 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;
our plans and ability to obtain, maintain, enforce, or protect intellectual property rights;
our continued reliance on third parties to conduct additional clinical trials of our product candidates, and for the manufacture of our product candidates for preclinical studies and clinical trials; and
the success of our licensing agreements.

We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations, and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this report and are subject to a number of risks, uncertainties, and assumptions described in the section titled “Risk Factors” and elsewhere in this report. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. We do not plan to publicly update or revise any forward-looking statements contained herein whether as a result of any new information, future events, or otherwise.

1


 

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

2


 

PART I—FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements.

APEXIGEN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

 

 

September 30,
2022

 

 

December 31,
2021

 

 

(Unaudited)

 

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

$

12,708

 

 

$

23,443

 

Short-term investments

 

7,965

 

 

 

12,917

 

Prepaid expenses and other current assets

 

2,544

 

 

 

1,681

 

Deferred financing costs, current

 

1,776

 

 

 

-

 

Total current assets

 

24,993

 

 

 

38,041

 

Property and equipment, net

 

176

 

 

 

245

 

Right-of-use assets

 

198

 

 

 

483

 

Deferred financing costs, non-current

 

1,480

 

 

 

-

 

Other assets

 

727

 

 

 

327

 

Total assets

$

27,574

 

 

$

39,096

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

$

3,340

 

 

$

4,487

 

Accrued liabilities

 

7,096

 

 

 

8,488

 

Liability for common stock to be issued

 

1,350

 

 

 

-

 

Deferred revenue

 

5,137

 

 

 

3,610

 

Lease liabilities, current portion

 

210

 

 

 

369

 

Total current liabilities

 

17,133

 

 

 

16,954

 

Derivative warrant liabilities

 

28

 

 

 

-

 

Lease liabilities, less current portion

 

-

 

 

 

141

 

Total liabilities

 

17,161

 

 

 

17,095

 

Commitment and contingencies (Note 11)

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, $0.001 par value; 1,000,000,000 and 23,563,040 shares authorized as of September 30, 2022 (unaudited) and December 31, 2021, respectively; 22,065,347 and 18,051,470 shares issued and outstanding as of September 30, 2022 (unaudited) and December 31, 2021, respectively(1)

 

2

 

 

 

2

 

Additional paid-in capital

 

180,778

 

 

 

166,727

 

Accumulated deficit

 

(170,362

)

 

 

(144,724

)

Accumulated other comprehensive loss

 

(5

)

 

 

(4

)

Total stockholders’ equity

 

10,413

 

 

 

22,001

 

Total liabilities and stockholders’ equity

$

27,574

 

 

$

39,096

 

(1) The condensed balance sheet as of December 31, 2021 presented above reflects the retrospective application of recapitalization as if the Transaction had occurred on January 1, 2021. See Note 1, 3, and 7.

 

See accompanying notes to unaudited condensed consolidated financial statements.

3


 

APEXIGEN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share and per share amounts)

(Unaudited)

 

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

5,683

 

 

$

5,501

 

 

$

18,796

 

 

$

15,122

 

General and administrative

 

 

3,116

 

 

 

1,807

 

 

 

7,240

 

 

 

5,735

 

Total operating expenses

 

 

8,799

 

 

 

7,308

 

 

 

26,036

 

 

 

20,857

 

Loss from operations

 

 

(8,799

)

 

 

(7,308

)

 

 

(26,036

)

 

 

(20,857

)

Other income, net

 

 

307

 

 

 

7

 

 

 

398

 

 

 

34

 

Net loss

 

$

(8,492

)

 

$

(7,301

)

 

$

(25,638

)

 

$

(20,823

)

Net loss per share

 

$

(0.41

)

 

$

(0.40

)

 

$

(1.36

)

 

$

(1.16

)

Weighted-average common shares used to compute net loss
   per share, basic and diluted

 

 

20,484,136

 

 

 

18,040,783

 

 

 

18,895,417

 

 

 

18,028,234

 

Comprehensive Loss:

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(8,492

)

 

$

(7,301

)

 

$

(25,638

)

 

$

(20,823

)

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized (loss) gain on marketable securities

 

 

(1

)

 

 

(2

)

 

 

12

 

 

 

(4

)

Comprehensive loss

 

$

(8,493

)

 

$

(7,303

)

 

$

(25,626

)

 

$

(20,827

)

 

See accompanying notes to unaudited condensed consolidated financial statements.

4


 

APEXIGEN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share amounts)

(Unaudited)

 

 

 

Three Months Ended September 30, 2022

 

 

 

Convertible
Preferred Stock

 

 

Common
Stock

 

 

Additional
Paid-In

 

 

Accumulated

 

 

Accumulated
Other
Comprehensive

 

 

Total
Stockholders’

 

 

 

Shares

 

 

Amounts

 

 

Shares

 

 

Amounts

 

 

Capital

 

 

Deficit

 

 

Income (Loss)

 

 

Equity (Deficit)

 

Balance at June 30, 2022, as previously reported

 

 

145,130,628

 

 

$

158,707

 

 

 

31,461,489

 

 

$

31

 

 

$

8,853

 

 

$

(161,870

)

 

$

(17

)

 

$

(153,003

)

Retroactive application of recapitalization

 

 

(145,130,628

)

 

 

(158,707

)

 

 

(13,369,861

)

 

 

(29

)

 

 

158,736

 

 

 

-

 

 

 

-

 

 

 

158,707

 

Balance at June 30, 2022, as adjusted

 

 

-

 

 

 

-

 

 

 

18,091,628

 

 

 

2

 

 

 

167,589

 

 

 

(161,870

)

 

 

(17

)

 

 

5,704

 

Business combination and private offering, net of transaction costs of $9,232

 

 

-

 

 

 

-

 

 

 

3,143,464

 

 

 

-

 

 

 

8,468

 

 

 

-

 

 

 

-

 

 

 

8,468

 

Common stock issuance to Lincoln Park

 

 

-

 

 

 

-

 

 

 

766,684

 

 

 

-

 

 

 

4,115

 

 

 

-

 

 

 

-

 

 

 

4,115

 

Exercise of stock options

 

 

-

 

 

 

-

 

 

 

35,514

 

 

 

-

 

 

 

37

 

 

 

-

 

 

 

-

 

 

 

37

 

Exercise of restricted stock awards

 

 

-

 

 

 

-

 

 

 

23,518

 

 

 

-

 

 

 

242

 

 

 

-

 

 

 

-

 

 

 

242

 

Exercise of common stock warrant

 

 

-

 

 

 

-

 

 

 

4,539

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Reclassification of preferred stock warrant

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2

 

 

 

-

 

 

 

-

 

 

 

2

 

Stock-based compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

325

 

 

 

-

 

 

 

-

 

 

 

325

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(8,492

)

 

 

-

 

 

 

(8,492

)

Other comprehensive loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

12

 

 

 

12

 

Balance at September 30, 2022

 

 

-

 

 

$

-

 

 

 

22,065,347

 

 

$

2

 

 

$

180,778

 

 

$

(170,362

)

 

$

(5

)

 

$

10,413

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

5


 

 

 

Nine Months Ended September 30, 2022

 

 

 

Convertible
Preferred Stock

 

 

Common
Stock

 

 

Additional
Paid-In

 

 

Accumulated

 

 

Accumulated
Other
Comprehensive

 

 

Total
Stockholders’

 

 

 

Shares

 

 

Amounts

 

 

Shares

 

 

Amounts

 

 

Capital

 

 

Deficit

 

 

Income (Loss)

 

 

Equity (Deficit)

 

Balance at January 1, 2022, as previously reported

 

 

145,130,628

 

 

$

158,707

 

 

 

31,070,665

 

 

$

31

 

 

$

7,991

 

 

$

(144,724

)

 

$

(4

)

 

$

(136,706

)

Retroactive application of recapitalization

 

 

(145,130,628

)

 

 

(158,707

)

 

 

(13,019,073

)

 

 

(29

)

 

 

158,736

 

 

 

-

 

 

 

-

 

 

 

158,707

 

Balance at January 1, 2022, as adjusted

 

 

-

 

 

 

-

 

 

 

18,051,592

 

 

 

2

 

 

 

166,727

 

 

 

(144,724

)

 

 

(4

)

 

 

22,001

 

Business combination and private offering, net of transaction costs of $9,232

 

 

-

 

 

 

-

 

 

 

3,143,464

 

 

 

-

 

 

 

8,468

 

 

 

-

 

 

 

-

 

 

 

8,468

 

Common stock issuance to Lincoln Park

 

 

-

 

 

 

-

 

 

 

766,684

 

 

 

-

 

 

 

4,115

 

 

 

-

 

 

 

-

 

 

 

4,115

 

Exercise of stock options

 

 

-

 

 

 

-

 

 

 

75,550

 

 

 

-

 

 

 

110

 

 

 

-

 

 

 

-

 

 

 

110

 

Exercise of restricted stock awards

 

 

-

 

 

 

-

 

 

 

23,518

 

 

 

-

 

 

 

242

 

 

 

-

 

 

 

-

 

 

 

242

 

Exercise of common stock warrant

 

 

-

 

 

 

-

 

 

 

4,539

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Reclassification of preferred stock warrant

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2

 

 

 

-

 

 

 

-

 

 

 

2

 

Stock-based compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,114

 

 

 

-

 

 

 

-

 

 

 

1,114

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(25,638

)

 

 

-

 

 

 

(25,638

)

Other comprehensive loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1

)

 

 

(1

)

Balance at September 30, 2022

 

 

-

 

 

$

-

 

 

 

22,065,347

 

 

$

2

 

 

$

180,778

 

 

$

(170,362

)

 

$

(5

)

 

$

10,413

 

 

 

 

Three Months Ended September 30, 2021

 

 

 

Convertible
Preferred Stock

 

 

Common
Stock

 

 

Additional
Paid-In

 

 

 

Accumulated

 

 

Accumulated
Other
Comprehensive

 

 

Total
Stockholders’

 

 

 

Shares

 

 

Amounts

 

 

Shares

 

 

Amounts

 

 

Capital

 

 

 

Deficit

 

 

Loss

 

 

Equity (Deficit)

 

Balance at June 30, 2021, as previously reported

 

 

145,130,628

 

 

$

158,707

 

 

 

30,910,665

 

 

$

31

 

 

$

7,396

 

 

 

$

(129,330

)

 

$

1

 

 

$

(121,902

)

Retroactive application of recapitalization

 

 

(145,130,628

)

 

 

(158,707

)

 

 

(12,875,464

)

 

 

(29

)

 

 

158,736

 

 

 

 

-

 

 

 

-

 

 

 

158,707

 

Balance at June 30, 2021, as adjusted

 

 

-

 

 

 

-

 

 

 

18,035,201

 

 

 

2

 

 

 

166,132

 

 

 

 

(129,330

)

 

 

1

 

 

 

36,805

 

Exercise of stock options

 

 

-

 

 

 

-

 

 

 

16,391

 

 

 

-

 

 

 

75

 

 

 

 

-

 

 

 

-

 

 

 

75

 

Stock-based compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

264

 

 

 

 

-

 

 

 

-

 

 

 

264

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

(7,301

)

 

 

-

 

 

 

(7,301

)

Other comprehensive loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

(2

)

 

 

(2

)

Balance at September 30, 2021

 

 

-

 

 

$

-

 

 

 

18,051,592

 

 

$

2

 

 

$

166,471

 

 

-

 

$

(136,631

)

 

$

(1

)

 

$

29,841

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

6


 

 

 

 

Nine Months Ended September 30, 2021

 

 

 

Convertible
Preferred Stock

 

 

Common
Stock

 

 

Additional
Paid-In