Item 3.02 Unregistered Sales of Equity Securities.
As previously disclosed on a Current Report on Form 8-K filed with the
Securities and Exchange Commission on January 25, 2023, Apexigen, Inc. (the
"Company") entered into a Securities Purchase Agreement with certain
institutional and accredited investors (the "Investors") on January 23, 2023,
pursuant to which the Company agreed to issue and sell to the Investors shares
of the Company's common stock, par value $0.0001, and accompanying warrants in a
private placement (the "Private Placement").
On January 30, 2023, the Private Placement closed, resulting in aggregate gross
proceeds to the Company of approximately $2.8 million before deducting placement
agent fees and estimated offering expenses payable by the Company. In connection
with the closing of the Private Placement, the Company issued to the Investors
an aggregate of 1,995,708 shares of the Company's common stock, par value
$0.0001 per share, and accompanying warrants to purchase an aggregate of up to
1,995,708 additional shares of common stock.
In addition, pursuant to a letter agreement with Brookline Capital Markets, a
division of Arcadia Securities, LLC, the Company's placement agent for the
Private Placement (the "Placement Agent"), the Company will issue warrants to
purchase up to an aggregate of 99,785 shares of common stock to the Placement
Agent or its designees.
The Company issued the securities in the Private Placement to "accredited
investors," as that term is defined in the Securities Act of 1933, as amended
(the "Securities Act"), in reliance on the exemption from registration afforded
by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D
promulgated under the Securities Act and corresponding provisions of state
securities or "blue sky" laws.
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