Pyxis Oncology, Inc. entered into a definitive agreement to acquire Apexigen, Inc. from entities associated with Pfizer Inc., Lincoln Park Capital, LLC, managed by Laurion Capital Management LP, Bayer World Investments B.V. and others for $15.9 million.
May 24, 2023
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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 $15.9 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 Oncologyâs current stockholders will beneficially own approximately 90% of the combined company and Apexigenâs 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 âPYXSâ. 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. 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.
Pfizer, Inc. is the world's leading pharmaceutical group. Net sales break down by family of products as follows:
- primary care products (72.8%): medicines used in internal medicine, vaccines, medicines for the prevention and treatment of Covid-19, antivirals, mRNA-based products, etc.;
- specialty care products (13.8%): medicines used in immunology, in hospitals and for the treatment of rare diseases, anti-inflammatory medicines, etc.;
- oncology products (12.1%);
- other (1.3%).
At the end of 2022, the group had more than 35 manufacturing sites worldwide.
Net sales are distributed geographically as follows: the United States (42.3%), Europe (21.9%) and other (35.8%).
Pyxis Oncology, Inc. entered into a definitive agreement to acquire Apexigen, Inc. from entities associated with Pfizer Inc., Lincoln Park Capital, LLC, managed by Laurion Capital Management LP, Bayer World Investments B.V. and others for $15.9 million.