Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Apexigen, Inc.: Amended and restated certificate of incorporation to read as set forth in Exhibit B to the Merger Agreement.
- Change
- charter amendment
Exact text from the filing
Apexigen’s second amended and restated certificate of incorporation was further amended and restated in its entirety to read as the certificate of incorporation set forth as Exhibit B to the Merger Agreement.
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Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Apexigen, Inc.: Amended and restated bylaws to be the same as the bylaws of Merger Sub, with name references changed.
- Change
- bylaw amendment
Exact text from the filing
Apexigen’s amended and restated bylaws were further amended and restated to be the same as the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, except that all references to the name of Merger Sub were changed to refer to the name of Apexigen.
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M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Apexigen, Inc. underwent a change of control involving Pyxis Oncology, Inc. (closed 2023-08-23).
- Action
- change of control
- Counterparty
- Pyxis Oncology, Inc.
- Closing
- 2023-08-23
Exact text from the filing
On August 23, 2023, Apexigen, Inc., a Delaware corporation (“Apexigen”), completed the previously announced strategic combination contemplated by that certain Agreement and Plan of Merger, dated as of May 23, 2023 (the “Merger Agreement”), with Pyxis Oncology, Inc., a Delaware corporation (“Pyxis Oncology”), and Ascent Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Pyxis Oncology (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into Apexigen, with Apexigen surviving as a wholly owned subsidiary of Pyxis Oncology (the “Merger”).
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