Pyxis Oncology, Inc. (Nasdaq: PYXS) (“Pyxis Oncology” or the
“Company”), a clinical-stage company focused on developing
next-generation therapeutics to target difficult-to-treat cancers,
today announced the successful completion of its acquisition of
Apexigen, Inc. (“Apexigen”), a clinical-stage biopharmaceutical
company focused on discovering and developing innovative antibody
therapeutics for oncology, in an all-stock transaction valued at
approximately $10.7 million. The combined company is positioned at
the forefront of ADC innovation with a platform that now includes
four key components: novel humanized antibody generation
capabilities, an expanded library of linkers with improved
stability, site specific conjugation chemistries, and optimized
payloads.
“Today is an exciting milestone for Pyxis
Oncology as we expand our pipeline with the addition of sotigalimab
(now PYX-107), a potentially first- and best-in-class CD40 agonist
with demonstrated anti-cancer activity in patients who previously
progressed on PD-(L)1 inhibitors, and enhance our ADC
capabilities,” said Lara S. Sullivan, M.D., President and Chief
Executive Officer of Pyxis Oncology. “We are excited about the
potential for the commercially and clinically validated APXiMAB
platform to generate novel antibodies that can be optimized for
targeted payload delivery. In combination with our clinically
validated proprietary FACT platform licensed from Pfizer Inc., we
believe Pyxis Oncology is now well positioned with an end-to-end
system for designing and producing novel, next-generation ADC
candidates with improved potency, stability and tolerability."
The combined company’s executive leadership team
will continue to be led by Lara S. Sullivan, M.D., as President and
Chief Executive Officer, Pamela Connealy as Chief Financial Officer
and Chief Operating Officer, and Jan Pinkas, Ph.D., as Chief
Scientific Officer. Xiaodong Yang, M.D., Ph.D., founder and former
Chief Executive Officer of Apexigen, is joining the combined
company as Distinguished Research Fellow.
With the closing of this transaction, Jakob
Dupont, M.D., Executive Partner at Sofinnova Investments, was
appointed as an Independent Director to the Pyxis Oncology Board of
Directors. Dr. Dupont previously served as a member of the Apexigen
Board of Directors beginning in August 2020. His prior experience
also includes roles as Global Head of Research and Development and
Executive Vice President at Atara Biotherapeutics, as Chief Medical
Officer at Gossamer Bio Inc., and as Vice President, Global Head
Breast and Gynecologic Cancer Development at Genentech/Roche. Dr.
Dupont holds an A.B. in Philosophy from Vassar College, an M.A. in
Philosophy from New York University and an M.D. from Cornell
University.
“I’m pleased to join the Pyxis Oncology Board of
Directors,” said Jakob Dupont. “Pyxis Oncology is one of the few
companies with clinically and commercially validated ADC platform
capabilities, and I look forward to working with the team as we
advance new treatment options for patients with cancer.”
Under the terms of the transaction, (i) each
outstanding share of Apexigen common stock was converted into the
right to receive 0.1725 (the “Exchange Ratio”) of a share of Pyxis
Oncology common stock and (ii) any outstanding options to purchase
shares of Apexigen common stock, Apexigen restricted stock units
and warrants to purchase shares of Apexigen common stock were
converted into options, restricted stock units or warrants,
respectively, of Pyxis Oncology, based on the Exchange Ratio. This
results in Pyxis Oncology shareholders owning approximately 90
percent and Apexigen shareholders owning approximately 10 percent
of the combined company’s common stock, assuming no exercise or
settlement of the converted options, restricted stock units or
warrants. Pyxis Oncology issued approximately 4.3 million shares of
common stock as a result of this transaction, and immediately
post-acquisition, Pyxis Oncology is expected to have 43,872,248
shares of common stock outstanding.
Financial and Legal Advisors
Sidley Austin LLP served as legal advisor to Pyxis Oncology.
Ladenburg Thalmann & Co. Inc. served as financial advisor and
Wilson Sonsini Goodrich & Rosati, P.C. served as legal advisor
to Apexigen.
For additional background on the acquisition,
please read the announcement press release here.
About Pyxis Oncology, Inc.Pyxis
Oncology, Inc. is a clinical stage company focused on defeating
difficult-to-treat cancers. The company is efficiently building
next-generation therapeutics that hold the potential for mono and
combination therapies. Pyxis Oncology’s therapeutic candidates are
designed to directly kill tumor cells and to address the underlying
pathologies created by cancer that enable its uncontrollable
proliferation and immune evasion. Pyxis Oncology’s antibody-drug
conjugates (ADCs) and immuno-oncology (IO) programs employ novel
and emerging strategies to target a broad range of solid tumors
resistant to current standards of care. To learn more, visit
www.pyxisoncology.com or follow us on Twitter and LinkedIn.
Forward-Looking Statements
This press release 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 Oncology’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2023
and Pyxis Oncology’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2023, each of which is on file with the Securities
and Exchange Commission. Among other things, there can be no
guarantee that the combined company will realize the expected
benefits of the business combination, 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.
Pyxis Oncology ContactJennifer
Davis RuffVP, Investor Relationsjdavisruff@pyxisoncology.com
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