UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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 ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): August 15, 2023

Date of Report (Date of earliest event reported): May 23, 2023

Apexigen, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	~~001-39488~~	001-39488	85-1260244
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
(State or Other Jurisdictionof Incorporation)		(Commission File Number)	(IRS EmployerIdentification No.)
900 Industrial RoadSuite C
San Carlos, California			94070
(Address of Principal Executive Offices)			(Zip Code)

~~900~~Registrant’s ~~Industrial~~Telephone ~~Road~~Number, ~~Suite~~Including CArea ~~San~~Code: ~~Carlos, California 94070~~ (650) 931-6236

(Address, including zip code and telephone number, of Registrant’s principal executive offices)

(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~~TradingSymbol(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 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

As previously disclosed, on May 23, 2023, Apexigen, Inc., a Delaware corporation (“Apexigen”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Apexigen, Pyxis Oncology, Inc., a Delaware corporation (“Pyxis Oncology”) and Ascent Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Pyxis Oncology (“Merger Sub”), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Apexigen (the “Merger”), with Apexigen surviving the Merger as a wholly owned subsidiary of Pyxis Oncology. On June 30, 2023, Apexigen filed a definitive proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with the proposed Merger.

OnAs ~~May 23,~~of ~~2023, Apexigen, Inc., a Delaware corporation (“Apexigen” or~~ the ~~“Company”),~~date ~~entered into an Agreement and Plan~~ of ~~Merger~~this ~~(the~~Current ~~“Merger~~Report ~~Agreement”),~~on byForm ~~and among the Company~~8-K, ~~Pyxis~~various ~~Oncology,~~purported ~~Inc.,~~Apexigen astockholders ~~Delaware~~have ~~corporation~~sent ~~(“Pyxis~~demand ~~Oncology”)~~letters ~~and Ascent Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of Pyxis Oncology (“Merger Sub”), pursuant~~ to ~~which,~~Apexigen ~~subject~~that tochallenge the ~~terms~~disclosures ~~and~~in ~~conditions set forth therein, Merger Sub will merge with and into Apexigen (~~the ~~“Merger”),~~Proxy ~~with Apexigen surviving such Merger as a wholly-owned subsidiary of Pyxis Oncology~~Statement. ~~The Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes.~~

~~The~~While ~~respective~~Apexigen ~~boards~~believes ofthat ~~directors~~the ofdisclosures ~~Pyxis~~in ~~Oncology~~the Proxy Statement comply fully with all applicable law and ~~Apexigen~~denies ~~have~~the ~~each~~allegations ~~approved~~in the ~~Merger~~demand ~~Agreement~~letters described above, in order to avoid possible expense and ~~the~~nuisance ~~Apexigen~~and ~~board~~business delays that may result if any of ~~directors~~the ~~has~~demand ~~resolved~~letters results in litigation, and provide additional information to ~~recommend~~its ~~that~~stockholders, Apexigen’s ~~stockholders~~has ~~vote~~determined to ~~adopt~~voluntarily supplement certain disclosures in the ~~Merger~~Proxy ~~Agreement~~Statement ~~and~~related ~~approve~~to allegations made in the ~~Merger~~demand letters with the supplemental disclosures set forth below (the “Supplemental Disclosures”). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal merit, necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, Apexigen specifically denies all allegations in the demand letters described above that any additional disclosure was or is required or material.

~~Subject~~The toSupplemental Disclosures do not modify the ~~terms~~Exchange ~~and~~Ratio ~~conditions~~or ~~set~~any ~~forth~~other interms of the Merger Agreement, atnor do the ~~effective~~Supplemental ~~time~~Disclosures affect the timing of the ~~Merger~~special meeting of Apexigen stockholders (the “~~Effective~~Special ~~Time~~Meeting”) to be held virtually at 8:00 a.m. (Pacific Time) on August 22, 2023. Apexigen stockholders entitled to vote at the Special Meeting may participate in the Special Meeting via live webcast at www.proxydocs.com/APGN.

a)The ~~Each~~Apexigen ~~share~~board of ~~common~~directors ~~stock, par value $0.0001 per share, of Apexigen~~ (the “Apexigen ~~Common Stock~~Board”) ~~that~~continues ~~is issued and outstanding immediately prior~~ to ~~the~~unanimously ~~Effective~~recommend ~~Time~~that ~~(other~~its ~~than~~stockholders ~~(i)~~vote ~~treasury shares, and (ii) any shares of Apexigen Common Stock held directly by Pyxis Oncology or Merger Sub) will automatically be converted into the right to receive 0.1725 (the~~ “~~Exchange Ratio~~FOR”) ~~shares of common stock, par value $0.001 per share, of Pyxis Oncology (~~the ~~“Pyxis~~proposals ~~Common Stock”). No fractional shares of Pyxis Common Stock will be issued in connection with the Merger and the number of shares of Pyxis Common Stock~~ to be ~~issued~~voted toupon ~~Apexigen~~at ~~stockholders shall be rounded down to~~ the ~~nearest~~Special ~~whole~~Meeting ~~share.~~described ~~The Exchange Ratio and shares to be issued to Apexigen stockholders~~ in ~~connection with~~ the ~~Merger~~Proxy ~~will be subject to adjustment for stock splits and similar events as provided in the Merger Agreement~~Statement.

b)The ~~Each~~Supplemental ~~option~~Disclosures toshould ~~purchase~~be ~~shares~~read ofin ~~Apexigen~~conjunction ~~Common~~with ~~Stock~~the ~~(each,~~disclosures ancontained ~~“Apexigen~~in ~~Option”)~~the ~~that~~Proxy isStatement, ~~outstanding~~which ~~immediately~~in ~~prior~~turn toshould ~~the~~be ~~Effective~~read ~~Time~~in ~~will~~its beentirety. ~~assumed~~All ~~and~~page ~~converted~~references asare ofto the ~~Effective~~Proxy ~~Time~~Statement ~~into~~and anterms ~~option~~used ~~to acquire~~below, onunless ~~substantially~~otherwise ~~similar~~defined, ~~terms~~shall ~~and~~have ~~conditions~~the asmeanings ~~were~~ascribed ~~applicable~~to ~~under~~ such ~~Apexigen~~terms ~~Option,~~in the ~~number~~Proxy ofStatement. ~~shares~~Bold ofand ~~Pyxis~~underlined ~~Common~~text ~~Stock~~indicates ~~determined~~language bythat ~~multiplying~~has ~~the~~been ~~number~~added ~~of shares of Apexigen Common Stock subject~~ to ~~such~~a ~~Apexigen~~referenced ~~Option~~disclosure ~~immediately~~and ~~prior~~stricken-through totext ~~the~~shows ~~Effective~~text ~~Time~~being bydeleted ~~the~~from ~~Exchange~~a ~~Ratio~~referenced ~~(rounded~~disclosure. ~~down~~This toCurrent ~~the~~Report ~~nearest~~on ~~whole~~Form ~~share),~~8-K ~~with~~is anincorporated ~~exercise~~into ~~price~~and ~~per~~amends ~~share~~and/or ~~equal~~supplements to the ~~exercise~~Proxy ~~price~~Statement ~~per~~as ~~share~~provided ofherein. ~~such~~Except ~~Apexigen Option~~ as ofspecifically ~~immediately~~noted ~~prior~~in to the ~~Effective~~Supplemental ~~Time~~Disclosures below, ~~divided by~~ the ~~Exchange~~Proxy ~~Ratio~~Statement ~~(rounded~~remains ~~up to the nearest whole cent)~~unchanged.

c)Supplemental Each award of restricted stock units of Apexigen (each, an “Apexigen RSU Award”) outstanding as of immediately prior to the Effective Time will be assumed and converted as of the Effective Time into an award of Pyxis Oncology restricted stock units, with substantially similar terms and conditions as were applicable under such Apexigen RSU Award, that covers the number of shares of Pyxis Common Stock determined by multiplying the number of shares of Apexigen Common Stock subject to such Apexigen RSU Award immediately prior to the Effective Time by the Exchange Ratio (rounded down to the nearest whole share).Disclosures

d)The ~~Each~~eighth ~~warrant~~paragraph to purchase shares of Apexigen Common Stock (each, an “Apexigen Warrant”) outstanding immediately prior to the Effective Time will be assumed and converted as of the Effective Time into a warrant to acquire, on ~~substantially~~page ~~similar~~75 ~~terms and conditions as were applicable~~ under ~~such Apexigen Warrant, a number of shares of Pyxis Common Stock determined by multiplying~~ the ~~number~~caption of“Background ~~shares~~ of ~~Apexigen Common Stock subject to such Apexigen Warrant immediately prior to~~ the ~~Effective~~Merger” ~~Time~~is byamended ~~the~~and ~~Exchange~~restated ~~Ratio (rounded down to the nearest whole share), with an exercise price per share equal to the exercise price per share of such Apexigen Warrant as of immediately prior to the Effective Time, divided~~ by ~~the~~replacing ~~Exchange~~it ~~Ratio (rounded up to the nearest whole cent),~~ with ~~any fractional shares to be dealt with in accordance with~~ the ~~terms of such Apexigen Warrant.~~following:

~~Upon~~On ~~closing~~December of19, ~~the Merger (the “Closing”)~~2022, Apexigen ~~will become a wholly-owned subsidiary of Pyxis Oncology~~ and ~~Pyxis~~Party ~~Oncology’s~~A ~~current~~entered ~~stockholders~~into ~~will~~a ~~own~~mutual ~~approximately~~non-disclosure ~~90%~~agreement. ofThe ~~the~~agreement ~~combined~~did ~~company’s~~not ~~outstanding~~contain ~~common~~a ~~stock~~standstill ~~and Apexigen stockholders will own approximately 10% of the combined company’s outstanding common stock~~restriction.

~~Both~~The ~~Pyxis~~twelfth ~~Oncology~~paragraph ~~and~~on ~~Apexigen~~page ~~have~~79 ~~agreed~~under ~~to customary representations, warranties and covenants in~~ the ~~Merger~~caption ~~Agreement,~~“Background ~~including, among others, covenants by Pyxis Oncology and Apexigen regarding the conduct~~ of ~~their respective businesses during~~ the ~~period between the date of signing the~~ Merger ~~Agreement and the Closing. Apexigen has also agreed to customary “no-shop~~” ~~restrictions~~is onamended ~~its~~and ~~ability~~restated toby ~~solicit~~replacing ~~alternative~~it ~~acquisition~~with ~~proposals.~~the following:

~~Consummation~~Also ofon ~~the~~April ~~Merger is subject to the satisfaction of certain closing conditions~~11, ~~including~~2023, ~~among other things, (1) adoption of the Merger Agreement by~~ Apexigen ~~stockholders, (2) the absence of any order or legal restraint that prevents the consummation of the Merger,~~ and ~~(3) the~~Party ~~approval~~F ~~for~~entered ~~listing~~into ~~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~~mutual ~~statement~~non-disclosure ~~with respect to such Pyxis Common Stock~~agreement. ~~Each~~The ~~party’s~~agreement ~~obligation~~did tonot ~~consummate~~contain ~~the~~a ~~Merger~~standstill is also subject to other specified customary conditions, including the representations and warranties of the other party being true and correct as of the date of the Merger Agreement and as of the closing date of the Merger, generally subject to an overall material adverse effect qualification, and the performance in all material respects by the other party of its obligations under the Merger Agreement required to be performed on or prior to the date of the Closingrestriction.

The ~~Merger~~first ~~Agreement~~paragraph ~~contains~~on ~~specified~~page ~~termination~~80 ~~rights of each of Pyxis Oncology and Apexigen. Upon termination of the Merger Agreement~~ under ~~specified circumstances, including due to Apexigen’s willful breach of its no-shop obligations or Apexigen board’s withdrawl or change of its recommendation of~~ the ~~Merger~~caption to“Background ~~its stockholders, Apexigen will be required to pay to Pyxis Oncology a termination fee equal to $570,000 or reimburse Pyxis Oncology for expenses in connection with the Merger Agreement~~ of ~~up to $800,000. Additionally, Apexigen will be required to pay this termination fee to Pyxis Oncology if~~ the Merger” ~~Agreement~~ is ~~terminated~~amended ~~in certain circumstances, an alternative acquisition was publicly announced prior to such termination,~~ and ~~Apexigen~~restated enters into an agreement or completes an alternative proposal to acquire Apexigen within twelve months of such termination. Apexigen is obligated to hold a meeting of its stockholders in connection with the Merger, notwithstanding any change by ~~its~~replacing ~~board~~it ~~of directors in its recommendation~~ with ~~respect to~~ the ~~Merger.~~following:

~~Following~~On ~~the~~April ~~Closing~~14, ~~the~~2023, ~~board~~Apexigen ofand ~~directors~~Party ofG ~~Pyxis~~entered ~~Oncology~~into isa ~~expected~~mutual tonon-disclosure ~~consist~~agreement. The agreement contained a standstill restriction of ~~seven~~twelve ~~members~~months in length, ~~six~~which ofincluded ~~whom~~a ~~are~~customary ~~the~~‘fall-away’ ~~current~~provision ~~members~~providing ofthat the ~~board~~standstill ofobligations ~~directors~~terminated following Apexigen entering into a definitive agreement providing for a change of ~~Pyxis~~control, ~~Oncology~~like the Merger Agreement, and ~~one~~therefore ~~mutually~~the ~~agreed~~mutual ~~director~~non-disclosure ~~designated~~agreement bydid not prevent Party G from making a competing proposal to the Apexigen Board. Also on April 14, 2023, On that same date,Apexigen granted management and team members of Party F access to its virtual data room for the purpose of conducting business and financial due diligence.

The ~~foregoing~~second ~~description~~bullet ofon ~~the~~page ~~Merger~~83 ~~Agreement~~under ~~does not purport to be complete and is qualified in its entirety by reference to~~ the ~~full~~caption ~~text~~“Reasons offor the Merger” ~~Agreement, which~~ is ~~attached~~amended ~~hereto~~and asrestated ~~Exhibit~~by ~~2.1~~replacing ~~and~~it ~~incorporated~~with ~~herein~~the ~~by reference.~~following:

~~The~~Participation ~~Merger~~in ~~Agreement and~~ the ~~foregoing~~Combined ~~description~~Company. ~~thereof~~The ~~have~~Apexigen ~~been~~Board’s ~~included~~belief, tobased ~~provide~~in ~~investors~~part ~~and~~on ~~stockholders~~a ~~with~~scientific ~~information~~diligence ~~regarding the terms of such agreement~~ and isanalysis ~~not~~process ~~intended~~conducted toby ~~provide any factual information about Pyxis Oncology,~~ Apexigen’s ormanagement ~~any of their respective subsidiaries or affiliates. The representations, warranties~~ and ~~covenants~~reviewed ~~contained~~with in the ~~Merger~~Pyxis ~~Agreement~~Oncology ~~have~~Board, ~~been~~that ~~made~~with ~~solely~~respect ~~for~~to ~~the~~Pyxis ~~purposes~~Oncology’s ofproduct ~~the~~pipeline ~~Merger Agreement~~ and asthe ofpotential ~~specific~~market ~~dates;~~opportunity ~~were made solely~~ for ~~the~~Pyxis ~~benefit~~Oncology’s ~~of the parties to the Merger Agreement; are not intended as statements of fact to be relied upon by stockholders or other security holders~~products, ~~but rather as a way of allocating the risk between the parties in the event the statements therein prove to be inaccurate; have been modified or qualified by certain confidential disclosures~~ that ~~were~~Pyxis ~~made~~Oncology’s ~~between~~product ~~the~~candidates ~~parties~~represent ina ~~connection~~sizeable ~~with~~potential ~~the~~market ~~negotiation of the Merger Agreement~~opportunity, ~~which~~and ~~disclosures~~may ~~are~~create ~~not~~value ~~reflected~~for in the ~~Merger~~stockholders ~~Agreement itself; may no longer be true as~~ of athe ~~given~~combined ~~date;~~company and ~~may~~an ~~apply~~opportunity ~~standards~~for ofApexigen’s ~~materiality in a way that is different from what may be viewed as material by~~ stockholders orto ~~other~~participate ~~security~~in ~~holders. Investors should not rely on~~ the ~~representations,~~potential ~~warranties~~growth ~~and covenants or any descriptions thereof as characterizations~~ of the ~~actual~~combined ~~state~~company. ofThe ~~facts or condition of Pyxis Oncology,~~ Apexigen orBoard ~~any~~was ofnot ~~their~~provided ~~respective~~with ~~subsidiaries~~forward-looking orfinancial ~~affiliates.~~projections ~~Moreover, information concerning the subject matter~~ of ~~the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in~~ Pyxis Oncology’s business or, ~~Apexigen’s~~other ~~public~~than ~~disclosures.~~projected ~~The~~net ~~Merger~~cash ~~Agreement~~balance, ~~should~~forward-looking ~~not~~financial beprojections ~~read alone but should instead be read in conjunction with the entirety~~ of the ~~factual~~combined ~~disclosures~~company's ~~about Pyxis Oncology or Apexigen in their respective public reports filed with the Securities and Exchange Commission (the “SEC”)~~business.

~~Voting~~The ~~Agreements~~first sub-bullet under the fifth bullet on page 83 under the caption “Reasons for the Merger” is amended and restated by replacing it with the following:

~~Also~~The onApexigen ~~May 23,~~Board’s ~~2023,~~belief inthat ~~connection with~~ the ~~execution~~combined ofcompany ~~the~~will ~~Merger~~be ~~Agreement,~~able ~~each~~to ofachieve ~~Apexigen’s~~substantial ~~directors~~synergies ~~and~~(including ~~officers~~reductions ~~and~~in ~~certain~~expenses ~~Apexigen~~for ~~stockholders~~directors’ ~~holding~~and ~~greater~~officers’ ~~than~~liability 5%insurance, ofpublic ~~the~~filing ~~outstanding~~compliance, ~~shares~~and ofheadcount) ~~Apexigen~~and ~~Common~~be ~~Stock~~better ~~(in~~positioned ~~each~~to ~~case,~~meaningfully ~~solely~~accelerate ingrowth ~~their~~initiatives ~~respective~~and ~~capacities~~pursue asadditional ~~Apexigen stockholders) have entered~~opportunities;

~~into voting agreements with Pyxis Oncology (the “Voting Agreements”).~~ The ~~stockholders~~first ~~that~~paragraph ~~have~~under ~~entered into Voting Agreements represent approximately 10.6% of~~ the ~~outstanding~~caption ~~voting~~“Principal ~~power~~Financial ofAnalyses” ~~Apexigen Common Stock based~~ on ~~the~~page ~~number~~86 ofis ~~shares~~amended ~~of Apexigen Common Stock outstanding as of May 19, 2023. Under the Voting Agreements, the stockholders party thereto have agreed to vote their shares of Apexigen Common Stock in favor of the Merger~~ and ~~certain~~restated ~~other~~by ~~matters.~~replacing ~~The~~it ~~Voting Agreements terminate in certain circumstances, including upon the valid termination of the Merger Agreement in accordance~~ with ~~its terms. The Voting Agreements also contain restrictions on transfer of shares of Apexigen Common Stock held by~~ the ~~stockholders party thereto, subject to certain exceptions.~~following:

The ~~foregoing~~following ~~description~~is a summary of the ~~Voting~~principal ~~Agreements~~financial ~~does~~analyses ~~not~~performed ~~purport~~by Ladenburg to bearrive ~~complete~~at ~~and~~the isOpinion. ~~qualified~~Some of the summaries of financial analyses include information presented in ~~its~~tabular ~~entirety~~format. byIn ~~reference~~order to fully understand the ~~full~~financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the ~~form~~financial analyses. Considering the data set forth in the tables without considering the full narrative description of the ~~Voting~~financial ~~Agreements~~analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses. Ladenburg performed certain procedures, including each of the financial analyses described below and reviewed with the Apexigen Board the assumptions on which issuch ~~attached~~analyses ~~hereto~~were asbased ~~Exhibit~~and 10other factors, including the historical and projected financial results of Apexigen and Pyxis Oncology.1 Ladenburg did not review forward-looking financial projections of Pyxis Oncology’s business or, other than projected net cash balance, forward-looking projections of financial Apexigen’s business or the combined company’s business. As a result, and ~~incorporated~~because ~~herein~~Pyxis byOncology ~~reference~~is an early clinical stage company, Ladenburg did not perform a discounted cash flow analysis.

~~Item~~The ~~7.01~~first ~~Regulation~~paragraph FDunder ~~Disclosure.~~the caption “Analysis of Selected Precedent M&A Transactions” on page 88 is amended and restated by replacing it with the following:

OnLadenburg ~~May 24~~reviewed the financial terms, ~~2023~~to the extent the information was publicly available, of the 18 most recent merger transactions of companies in the biopharmaceutical industry, which had a lead candidate in Preclinical or Phase 1 stage of clinical development and focused on oncology space (referred to as the “Selected Precedent M&A Transactions”). Ladenburg determined that these recent transactions were more likely to reflect the relevant financial, economic and market conditions and other circumstances as of the date of the Opinion than transactions that occurred earlier in time. Although the Selected Precedent M&A Transactions were used for comparison purposes, none of the target companies were directly comparable to Pyxis Oncology. ~~and~~In ~~Apexigen~~its ~~issued~~evaluation, Ladenburg did not exercise any judgment or exclusionary practices to add or remove relevant transactions that fit within such parameters. Accordingly, an analysis of the results of such a ~~joint~~comparison ~~press~~was ~~release~~not ~~announcing~~purely mathematical, but instead involved complex considerations and judgments concerning differences in historical and projected financial and operating characteristics of the ~~Merger~~companies involved and other factors that could affect the merger value of such companies and Pyxis Oncology to which they were being compared. ~~The~~Ladenburg ~~full~~reviewed ~~text~~the total enterprise values of the ~~press~~target ~~release~~companies ~~issued~~(including indownstream ~~connection~~milestone ~~with~~payments). ~~these~~These ~~announcements~~transactions, isincluding ~~furnished~~the ~~herewith~~date each was closed, were as ~~Exhibit~~follows 99below.1.

The ~~information~~first ~~contained~~paragraph inunder ~~this~~the ~~Item~~caption ~~7.01, including Exhibit 99.1, shall not be deemed~~ “~~filed”~~Analysis ~~for purposes~~ of ~~Section 18~~Precedent ofReverse ~~the~~Merger ~~Securities~~Transactions” ~~Exchange~~on ~~Act~~page of89 ~~1934,~~is as amended ~~(the~~and ~~“Exchange~~restated ~~Act”),~~by orreplacing ~~otherwise subject to the liabilities of that section, nor shall~~ it ~~be deemed incorporated by reference into any of the Company’s filing~~ with the ~~SEC made by the Company, regardless of any general incorporation language in such filings, except to the extent expressly set forth by reference in such filing.~~following:

Ladenburg reviewed the financial terms, to the extent the information was publicly available, of the 64 most recent qualifying reverse-merger transactions of companies in the biopharmaceutical industry (referred to as the “Selected Precedent Reverse Merger Transactions”). Ladenburg determined that these recent transactions were more likely to reflect the relevant financial, economic and market conditions and other circumstances as of the date of the Opinion than transactions that occurred earlier in time. Although the Selected Precedent Reverse Merger Transactions were used for comparison purposes, none of the target companies were directly comparable to Apexigen. Accordingly, an analysis of the results of such a comparison is not purely mathematical, but instead involved complex considerations and judgments concerning differences in historical and projected financial and operating characteristics of the companies involved and other factors that could affect the merger value of such companies and the Merger to which they were being compared. Ladenburg reviewed the total premium to cash delivered to each target, along with other quantitative metrics. These transactions, including the date each was closed, were as follows below.

The first paragraph under the caption “Analysis of Precedent Strategic Reverse Merger Transactions” on page 91 is amended and restated by replacing it with the following:

Ladenburg reviewed the financial terms, to the extent the information was publicly available, of the 14 most recent qualifying strategically aligned reverse-merger transactions of companies in the biopharmaceutical industry in which the acquiring company continued, to some degree, to develop the programs from the acquired company (referred to as the “Selected Precedent Strategic Reverse Merger Transactions”). Ladenburg determined that these recent transactions were more likely to reflect the relevant financial, economic and market conditions and other circumstances as of the date of the Opinion than transactions that occurred earlier in time. Although the Selected Precedent Strategic Reverse Merger Transactions were used for comparison purposes, none of the target companies were directly comparable to Apexigen. Accordingly, an analysis of the results of such a comparison was not purely mathematical, but instead involved complex considerations and judgments concerning differences in historical and projected financial and operating characteristics of the companies involved and other factors that could affect the merger value of such companies and the Merger to which they are being compared. Ladenburg reviewed the total premium to cash delivered to each target, along with other quantitative metrics. These transactions, including the date each was closed, were as follows below.

Additional Information and Where to Find It

This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed ~~business~~Merger ~~combination~~ and shall not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Pyxis Oncology ~~plans~~filed ~~to file~~ with the SEC a Registration Statement on Form S-4 in connection with the ~~transactions~~proposed Merger and Apexigen ~~plans~~filed ~~to file~~ with the SEC ~~and mail to Apexigen stockholders~~ a Proxy Statement~~/prospectus~~ in connection with the ~~transactions~~proposed Merger. Apexigen’s Proxy Statement was mailed to Apexigen stockholders on or around July 6, 2023. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, AND PROXY STATEMENT~~/pROSPECTUS~~ AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN ~~OR WILL CONTAIN~~ IMPORTANT INFORMATION ABOUT THE PROPOSED ~~TRANSACTION~~MERGER. Investors and security holders will be able to obtain free copies of the Registration Statement and ~~the~~ Proxy Statement~~/prospectus~~ and other documents filed with the SEC by Pyxis Oncology and Apexigen through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders ~~will~~can ~~be able to~~ obtain free copies of the Registration Statement and the Proxy Statement~~/prospectus~~ from Pyxis Oncology by contacting ir@pyxisoncology.com or from Apexigen by contacting ir@apexigen.com.

Participants in the Solicitation

Pyxis Oncology and Apexigen, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the Merger Agreement. Information regarding Pyxis Oncology’s directors and executive officers is contained in Pyxis Oncology’s proxy statement, filed with the SEC on April 28, 2023. Information regarding Apexigen’s directors and executive officers is contained in Apexigen’s ~~Annual~~Proxy ~~Report on Form 10-K~~Statement, filed with the SEC on ~~February 22~~June 30, 2023. Additional information regarding the persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests in the proposed business combination ~~will~~is be available in the Registration Statement and the Proxy Statement~~/prospectus~~.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 and other federal securities laws. These statements are often identified by the use of words such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “to be,” “will,” “would,” or the negative or plural of these words, or similar expressions or variations, although not all forward-looking statements contain these words. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur and actual results could differ materially from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified herein, and those discussed in the section titled “Risk Factors” set forth in Pyxis Oncology’s Annual Report on Form 10-K for the year ended December 31, 2022, ~~Pyxis~~and ~~Oncology’s~~subsequent Quarterly ~~Report~~Reports on Form 10-Q ~~for the quarter ended March 31~~, ~~2023,~~and Apexigen’s Annual Report on Form 10-K for the year ended December 31, 2022, and ~~Apexigen’s~~subsequent Quarterly ~~Report~~Reports on Form 10-Q ~~for the quarter ended March 31~~, ~~2023,~~ each of which is on file with the SEC. Among other things, there can be no guarantee that the proposed ~~business~~Merger ~~combination~~ will be completed in the anticipated ~~timeframe~~time frame or at all, that the conditions required to complete the proposed ~~business~~Merger ~~combination~~ will be met, that the combined company will realize the expected benefits of the proposed ~~business combination~~Merger, if any, that the clinical stage assets will progress on anticipated timelines or at all, or that the combined company will be successful in progressing its pipeline through development and the regulatory approval process. These risks are not exhaustive. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. 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 hereof 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 investors are cautioned not to unduly rely upon these statements. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1*		Agreement and Plan of Merger, Dated May 23, 2023, by and among Pyxis Oncology, Inc., Ascent Merger Sub Corp. and Apexigen, Inc.
10.1		Form of Voting Agreement
99.1		Press Release dated May 24, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Apexigen hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that Apexigen may request confidential treatment pursuant to Rule 24b-2of the Exchange Act for any exhibits or schedules so furnished.

SIGNATURE

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.

~~Apexigen, Inc.~~

Date: May 24, 2023

/s/ Xiaodong Yang

August 15, 2023

/s/ Xiaodong Yang

Xiaodong Yang

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

Chief Executive Officer

Filing Compare · Apexigen, Inc.