---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-044038"
form_type: "8-K"
ticker: null
cik: "0001814140"
company_name: "Apexigen, Inc."
filed_at: "2023-08-23T23:59:59+00:00"
generated_at: "2026-06-11T04:55:49.562728+00:00"
event_type: "m_and_a"
sentiment: "negative"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Apexigen completes merger with Pyxis Oncology; becomes wholly owned subsidiary

## Summary
- Each Apexigen share converted into 0.1725 Pyxis Oncology common shares; ~4.34M Pyxis shares issued.
- All Apexigen directors and officers resigned; former director Dr. Jakob Dupont joined Pyxis board.
- Apexigen common stock and warrants delisted from Nasdaq; Form 25 and Form 15 filings to follow.
- Outstanding Apexigen options, RSUs, and warrants assumed and converted using the 0.1725 exchange ratio.
- Apexigen's charter and bylaws amended effective with the merger; company now a private Pyxis subsidiary.

## SEC filing metadata
- accession: 0000950170-23-044038
- form_type: 8-K
- cik: 0001814140
- company_name: Apexigen, Inc.
- filed_at: 2023-08-23T23:59:59+00:00
- event_type: m_and_a
- sentiment: negative
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1814140/000095017023044038/0000950170-23-044038-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1814140/000095017023044038/apgn-20230823.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-044038
- JSON: https://secwatch.observer/filing/0000950170-23-044038.json
- Plain text: https://secwatch.observer/filing/0000950170-23-044038.txt

## Key facts
- Governance Changes
  Apexigen, Inc.: Amended and restated certificate of incorporation to read as set forth in Exhibit B to the Merger Agreement.
  - Change: charter amendment
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1814140/000095017023044038/0000950170-23-044038-index.htm
- Governance Changes
  Apexigen, Inc.: Amended and restated bylaws to be the same as the bylaws of Merger Sub, with name references changed.
  - Change: bylaw amendment
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1814140/000095017023044038/0000950170-23-044038-index.htm
- M&A Transactions
  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
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1814140/000095017023044038/0000950170-23-044038-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.