Item 8.01 Other Events.
As previously reported, on March 18, 2022, Brookline Capital Acquisition Corp.,
a Delaware corporation ("Brookline Capital") announced that it executed a
Business Combination Agreement dated as of March 17, 2022, with Project Barolo
Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of
Brookline Capital and Apexigen, Inc., a Delaware corporation ("Apexigen").
In connection with the foregoing announcements, Brookline Capital held a joint
investor conference call with Apexigen on March 18, 2022. The transcript of the
joint conference call is attached hereto as Exhibit 99.1 and incorporated by
reference herein.
Additional Information and Where to Find It
In connection with the proposed business combinations, Brookline Capital intends
to file with the SEC a registration statement on Form S-4 containing a
preliminary proxy statement and a preliminary prospectus of Brookline Capital,
and after the registration statement is declared effective, Brookline Capital
will mail a definitive proxy statement/prospectus relating to the proposed
business combinations to its stockholders. This Current Report does not contain
all the information that should be considered concerning the proposed business
combinations and is not intended to form the basis of any investment decision or
any other decision in respect of the business combinations. Additional
information about the proposed business combinations and related transactions
will be described in Brookline Capital's combined proxy statement/prospectus
relating to the proposed business combinations and the respective businesses of
Brookline Capital and Apexigen, which Brookline Capital will file with the SEC.
The proposed business combination and related transactions will be submitted to
stockholders of Brookline Capital for their consideration. Brookline Capital's
stockholders and other interested persons are advised to read, when available,
the preliminary proxy statement/prospectus and the amendments thereto and the
definitive proxy statement/prospectus and other documents filed in connection
with Brookline Capital's solicitation of proxies for its special meeting of
stockholders to be held to approve, among other things, the proposed business
combination and related transactions, because these materials will contain
important information about Apexigen, Brookline Capital and the proposed
business combination and related transactions. When available, the definitive
proxy statement/prospectus and other relevant materials for the proposed
business combination will be mailed to stockholders of Brookline Capital as of a
record date to be established for voting on the proposed business combinations
and related transactions.
Stockholders may also obtain a copy of the preliminary or definitive proxy
statement/prospectus, once available, as well as other documents filed with the
SEC by Brookline Capital, without charge, at the SEC's website located at
www.sec.gov or by directing a request to Patrick Sturgeon, Chief Financial
Officer, Brookline Capital Acquisition Corp., 280 Park Avenue, Suite 43W, New
York, New York 10017, or by telephone at (646) 603-6716.
Participants in the Solicitation
Apexigen and Brookline Capital and their respective directors and executive
officers and other persons may be deemed to be participants in the solicitations
of proxies from Brookline Capital's stockholders in respect of the proposed
business combinations and related transactions. Information regarding Brookline
Capital's directors and executive officers is available in its final prospectus
filed with the SEC under Rule 424(b)(4) on January 29, 2021. Additional
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests will be contained in the
preliminary and definitive proxy statements/prospectus related to the proposed
business combinations and related transactions when it becomes available, and
which can be obtained free of charge from the sources indicated above.
Forward-Looking Statements:
This Current Report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including statements regarding the
proposed business combination and other transactions described herein, Brookline
Capital, and Brookline Capital's management team's expectations, hopes, beliefs,
intentions, plans, prospects or strategies thereto and the future business plans
of Apexigen and Brookline Capital. Any statements contained herein that are not
statements of historical fact may be deemed to be forward-looking statements. In
addition, any statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. The words "anticipate," "believe,"
"continue," "could," "estimate," "expect," "intends," "may," "might," "plan,"
"possible," "potential," "predict," "project," "should," "would" and similar
expressions may identify forward-looking statements, but the absence of these
words does not mean that a statement is not forward-looking. The forward-looking
statements contained in this Current
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Report are based on Brookline Capital's current expectations and beliefs of the
management of Brookline Capital and/or Apexigen in light of their respective
experience and their perception of historical trends, current conditions and
expected future developments and their potential effects on Apexigen and
Brookline Capital as well as other factors they believe are appropriate in the
circumstances. There can be no assurance that future developments affecting
Apexigen or Brookline Capital will be those that we have anticipated. These
forward-looking statements involve a number of risks, uncertainties (some of
which are beyond the control of the parties) or other assumptions that may cause
actual results or performance to be materially different from those expressed or
implied by these forward-looking statements, including that the Brookline
Capital stockholders will approve the transaction, the ability of the
post-combination company to meet Nasdaq listing standards, successful clinical
results, commercial adoption of approved antibody candidates and that Brookline
Capital and Apexigen will have sufficient capital upon the approval of the
transactions to operate as anticipated. Should one or more of these risks or
uncertainties materialize, or should any of Brookline Capital's assumptions
prove incorrect, actual results may vary in material respects from those
projected in these forward-looking statements. Additional factors that could
cause actual results to differ are discussed under the heading "Risk Factors"
and in other sections of Brookline Capital's filings with the SEC, and in
Brookline Capital's current and periodic reports filed or furnished from time to
time with the SEC. All forward-looking statements in this Current Report are
made as of the date hereof, based on information available to Brookline Capital
and/or Apexigen as of the date hereof, and Brookline Capital and/or Apexigen
assumes no obligation to update any forward-looking statement, whether as a
result of new information, future events or otherwise, except as may be required
under applicable securities laws.
No Offer or Solicitation
This Current Report shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the Business
Combination. This Current Report shall also not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any states or jurisdictions in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
99.1 Conference Call Transcript, dated March 18, 2022
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