On May 24, 2023, Pyxis Oncology, Inc., a clinical-stage company focused on developing next-generation therapeutics to target difficult-to-treat cancers, and Apexigen, Inc., a clinical-stage biopharmaceutical company focused on discovering and developing innovative antibody therapeutics for oncology, announced a definitive agreement by which Pyxis Oncology will acquire Apexigen in an all-stock transaction. Wilson Sonsini Goodrich & Rosati is advising Apexigen on the transaction.

Under the terms of the definitive merger agreement, 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, par value $0.001 per share. Upon the closing of this business combination, Apexigen will become a wholly owned subsidiary of Pyxis Oncology. The definitive merger agreement has been approved by the boards of directors of each company and is anticipated to close by mid-2023, subject to the satisfaction or waiver of customary closing conditions.

Apexigen’s sotigalimab, a potential best-in-class Phase 2 CD40 agonist, has been evaluated in more than 500 patients in clinical trials and demonstrated strong activity, including rapid, deep, and durable responses and a favorable tolerability profile, across multiple difficult-to-treat tumor types. Xiaodong Yang, M.D., Ph.D., CEO of Apexigen, stated, “I am proud of the foundational work Apexigen has done to advance sotigalimab into Phase 2 trials across multiple solid tumor types. Apexigen and Pyxis Oncology share a common vision of bringing innovative solutions to oncology patients. With Pyxis Oncology’s strong cash position and its commitment to further sotigalimab’s development, we believe that this transaction will greatly enhance the opportunity to efficiently advance sotigalimab for patients suffering from a variety of difficult-to-treat cancers. Additionally, coupling our APXiMAB antibody platform with Pyxis Oncology’s complementary ADC technology platform will magnify the therapeutic potential of the APXiMAB platform.”

The Wilson Sonsini team that advised Apexigen on the transaction includes:

Corporate/M&A
Ken Clark
Rob Ishii
Michael Coke
Lance Brady
Brendan Mahan
Jackie Hamilton
Tyler Kivley
Sara Dunton
Tiffany Pan
Tracy Sevush
Rachel Slyker
Imani Ivery
Jasbir Bains
Jessie Couch

Technology Transactions - Biotech
Norm Hovijitra
Miruna Predescu

Tax
Gregory Broome
Nika Antonikova

Employee Benefits and Compensation
Scott McCall
Mark Cornillez-Ty
Jason Chan

Employment Litigation
Matthew Gorman
Quinn Christie

Antitrust
Todd Hahn

Privacy and Cybersecurity
Matthew Staples
Daniel Chen
Dantam Le

Regulatory
Eva Yin

National Security
Seth Cowell
Anne Seymour

Real Estate
Susan Reinstra
Brooke Elberger
Martin Sul

For more information, please see the companies’ news release.