Full Press Release Details
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On May 23, 2023, Pyxis Oncology, Inc., a Delaware corporation ( Pyxis Oncology or the Company ), entered into an Agreement and Plan of Merger (the Merger Agreement ), by and among the Company, Ascent Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of the Company ( Merger Sub ), and Apexigen, Inc., a Delaware corporation ( Apexigen ), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Apexigen (the Merger ), with Apexigen surviving such Merger as a wholly-owned subsidiary of the Company. Definitions for the capitalized terms used in this section are provided herein.
Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the Effective Time ):
Upon closing of the Merger (the Closing Date ), Apexigen will become a wholly-owned subsidiary of Pyxis Oncology and Pyxis Oncology's current stockholders will own approximately 90% of the combined company's outstanding common stock and Apexigen stockholders will own approximately 10% of the combined company's outstanding common stock.
Pro Forma Financial Information
The following unaudited pro forma condensed combined financial information is presented to illustrate the effect of the Merger of Pyxis Oncology and Apexigen. The information under the Unaudited Pro Forma Condensed Combined Balance Sheet in the table below gives effect to the Merger as if it had taken place on March 31, 2023, the closing date of Pyxis Oncology's latest period presented and combines the unaudited historical condensed consolidated balance sheet of Pyxis Oncology as of March 31, 2023 with Apexigen's unaudited historical condensed consolidated balance sheet as of March 31, 2023.
The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2023 and the year ended December 31, 2022 give effect to the Merger as if it had occurred on January 1, 2022, the first day of Pyxis Oncology's fiscal year 2022, and combines the historical results of Pyxis Oncology and Apexigen. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2023 combines the unaudited historical condensed consolidated statements of operations and comprehensive loss of Pyxis Oncology and Apexigen for the three months ended March 31, 2023. The unaudited pro forma condensed combined statement of operations for the fiscal year ended December 31, 2022, combines the audited historical statements of operations and comprehensive loss of Pyxis Oncology and Apexigen for the year ended December 31, 2022.
The historical financial statements of Pyxis Oncology and Apexigen have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to the transaction accounting adjustments which are necessary to account for the Merger in accordance with U.S. GAAP. The unaudited pro forma condensed combined financial information does not include any adjustments not otherwise described herein. The unaudited pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable.
The adjustments presented to the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the Merger. The unaudited pro forma condensed combined financial information is based on assumptions and adjustments that are described in the accompanying notes. The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. The unaudited pro forma condensed combined financial information should not be relied upon as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience. The actual amounts recorded as of the completion of the Merger may differ materially from the information presented in the unaudited pro forma combined financial information as a result of the amount of cash used by Apexigen between the signing of the Merger Agreement and the Closing Date, the timing of the closing of the Merger, and other changes in the amounts or estimated fair value of Apexigen's assets and liabilities prior to the Closing Date. The combined company believes that its assumptions and methodologies provide a reasonable basis for presenting all the significant effects of the transactions based on information available to management at this time and that the unaudited pro forma transaction accounting adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information should be read in conjunction with:
PYXIS ONCOLOGY, INC.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of March 31, 2023
| Historical | |||||||||||||||||
| Pyxis Oncology | Apexigen | Transaction Adjustments | Note 4 | Pro Forma Combined | |||||||||||||
| Assets | |||||||||||||||||
| Current assets: | |||||||||||||||||
| Cash and cash equivalents | $ | 53,059 | $ | 12,730 | $ | (655 | ) | (A)(B) | $ | 65,134 | |||||||
| Marketable debt securities, short-term | 96,290 | 96,290 | |||||||||||||||
| Restricted cash | 1,472 | 1,472 | |||||||||||||||
| Prepaid expenses and other current assets | 5,361 | 2,123 | 7,484 | ||||||||||||||
| Deferred financing costs, current | 1,776 | (1,776 | ) | (C) | |||||||||||||
| Total current assets | 156,182 | 16,629 | (2,431 | ) | 170,380 | ||||||||||||
| Property and equipment, net | 13,163 | 13,163 | |||||||||||||||
| Operating lease right-of-use assets | 13,458 | 13,458 | |||||||||||||||
| Intangible assets, net | 20,218 | (D) | 20,218 | ||||||||||||||
| Goodwill | 625 | (E) | 625 | ||||||||||||||
| Deferred financing costs, non-current | 592 | (592 | ) | (C) | |||||||||||||
| Other assets | 355 | 355 | |||||||||||||||
| Total assets | $ | 182,803 | $ | 17,576 | $ | 17,820 | $ | 218,199 | |||||||||
| Liabilities and Stockholders ' Equity | |||||||||||||||||
| Current liabilities: | |||||||||||||||||
| Accounts payable | $ | 4,025 | $ | 2,809 | $ | $ | 6,834 | ||||||||||
| Accrued expenses and other current liabilities | 6,363 | 5,494 | 11,917 | (F) | 23,774 | ||||||||||||
| Operating lease liabilities, current portion | 1,213 | 1,213 | |||||||||||||||
| Deferred revenue | 6,150 | 6,150 | |||||||||||||||
| Total current liabilities | 11,601 | 14,453 | 11,917 | 37,971 | |||||||||||||
| Operating lease liabilities, net of current portion | 19,039 | 19,039 | |||||||||||||||
| Derivative warrant liabilities | 10 | 10 | |||||||||||||||
| Total liabilities | 30,640 | 14,463 | 11,917 | 57,020 | |||||||||||||
| Commitments and contingencies | |||||||||||||||||
| Stockholders' equity: | |||||||||||||||||
| Preferred stock | |||||||||||||||||
| Common stock | 37 | 2 | 2 | (G) | 41 | ||||||||||||
| Additional paid-in capital | 383,108 | 185,957 | (170,812 | ) | (H) | 398,253 | |||||||||||
| Accumulated other comprehensive income | 696 | 696 | |||||||||||||||
| Accumulated deficit | (231,678 | ) | (182,846 | ) | 176,713 | (I) | (237,811 | ) | |||||||||
| Total stockholders' equity | 152,163 | 3,113 | 5,903 | 161,179 | |||||||||||||
| Total liabilities and stockholders ' equity | $ | 182,803 | $ | 17,576 | $ | 17,820 | $ | 218,199 |
See the accompanying notes to unaudited pro forma condensed combined financial information.
PYXIS ONCOLOGY, INC.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Three Months Ended March 31, 2023
(in thousands, except share and per share data)
| Historical | ||||||||||||||||||||
| Pyxis Oncology | Apexigen | Transaction Adjustments | Note 4 | Pro Forma Combined | ||||||||||||||||
| Operating expenses: | ||||||||||||||||||||
| Research and development | $ | 11,901 | $ | 2,937 | $ | $ | 14,838 | |||||||||||||
| General and administrative | 9,053 | 3,279 | 12,332 | |||||||||||||||||
| Total operating expenses | 20,954 | 6,216 | 27,170 | |||||||||||||||||
| Loss from operations | (20,954 | ) | (6,216 | ) | (27,170 | ) | ||||||||||||||
| Other income, net: | ||||||||||||||||||||
| Interest and investment income | 1,673 | 1,673 | ||||||||||||||||||
| Sublease income | 38 | 38 | ||||||||||||||||||
| Other income, net | 163 | 163 | ||||||||||||||||||
| Total other income, net | 1,711 | 163 | 1,874 | |||||||||||||||||
| Net loss | $ | (19,243 | ) | $ | (6,053 | ) | $ | $ | (25,296 | ) | ||||||||||
| Net loss per common share - basic and diluted | $ | (0.54 | ) | $ | (0.25 | ) | $ | $ | (0.64 | ) | ||||||||||
| Weighted average shares of common stock outstanding - basic and diluted | 35,351,671 | 24,156,890 | 4,275,521 | (M) | 39,627,192 |
See the accompanying notes to unaudited pro forma condensed combined financial information.
PYXIS ONCOLOGY, INC.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the year ended December 31, 2022
(in thousands, except share and per share data)
| Historical | |||||||||||||||||
| Pyxis Oncology | Apexigen | Transaction Adjustments | Note 4 | Pro Forma Combined | |||||||||||||
| Operating expenses: | |||||||||||||||||
| Research and development | $ | 86,129 | $ | 23,035 | $ | 1,579 | (J) | $ | 110,743 | ||||||||
| General and administrative | 37,352 | 9,651 | 4,553 | (K)(L) | 51,556 | ||||||||||||
| Total operating expenses | 123,481 | 32,686 | 6,132 | 162,299 | |||||||||||||
| Loss from operations | (123,481 | ) | (32,686 | ) | (6,132 | ) | (162,299 | ) | |||||||||
| Other income, net: | |||||||||||||||||
| Interest income | 2,764 | 2,764 | |||||||||||||||
| Other income, net | 617 | 617 | |||||||||||||||
| Total other income | 2,764 | 617 | 3,381 | ||||||||||||||
| Net loss | $ | (120,717 | ) | $ | (32,069 | ) | $ | (6,132 | ) | $ | (158,918 | ) | |||||
| Net loss per common share - basic and diluted | $ | (3.65 | ) | $ | (1.62 | ) | $ | $ | (4.26 | ) | |||||||
| Weighted average shares of common stock outstanding - basic and diluted | 33,033,081 | 19,787,212 | 4,275,521 | (M) | 37,308,602 |
See the accompanying notes to unaudited pro forma condensed combined financial information.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 1. Basis of Presentation
The preceding unaudited pro forma condensed combined financial information has been prepared in accordance with U.S. GAAP and Article 11 of Regulation S-X. The unaudited pro forma condensed combined balance sheet as of March 31, 2023 was prepared using the unaudited historical condensed consolidated balance sheets of Pyxis Oncology and Apexigen as of March 31, 2023. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2023 and the unaudited pro forma combined statement of operations for the year ended December 31, 2022 were prepared using the historical unaudited condensed consolidated statements of operations and comprehensive loss of Pyxis Oncology and Apexigen for the three months ended March 31, 2023 and the historical audited consolidated statements of operations and comprehensive loss of Pyxis Oncology and Apexigen for the year ended December 31, 2022 and give effect to the Merger as if it occurred on January 1, 2022.
The Merger is expected to be accounted for as a business combination using the acquisition method with Pyxis Oncology as the accounting acquirer in accordance with Accounting Standards Codification ( ASC ) 805, Business Combinations . Under the acquisition method of accounting, the purchase consideration will be allocated to Apexigen's assets acquired and liabilities assumed based upon their estimated fair values at the Closing Date, which is expected to occur in the third quarter of 2023. Any differences between the estimated fair value of the purchase consideration and the estimated fair value of the assets acquired and liabilities assumed will be recorded to goodwill.
The process of valuing the assets and liabilities of Apexigen immediately prior to the Merger, as well as evaluating accounting policies for conformity, is preliminary. In addition, the acquisition method of accounting requires the acquirer to recognize the consideration transferred at fair value. Because this is a stock transaction, the purchase price fluctuates with changes in Pyxis Oncology's stock price and the consideration will be fixed on the Closing Date. The actual accounting may vary based on final analyses of the valuation of assets acquired and liabilities assumed, which could be material. Pyxis Oncology will finalize the accounting for the Merger as soon as practicable within the measurement period in accordance with ASC 805, but in no event later than one year from the Closing Date.
Both Pyxis Oncology's and Apexigen's historical financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars. The unaudited pro forma condensed combined financial information presented is for informational purposes only and not necessarily indicative of the financial position or results of operations that would have been realized if the Merger had been completed on the dates set forth above, nor is it indicative of the future results or financial position of the combined company.
The unaudited pro forma condensed combined financial information does not reflect any expected cost savings, or operating synergies that the combined company may achieve as a result of the Merger, any restructuring or other costs to integrate the operations of Pyxis Oncology and Apexigen or the costs necessary to achieve any such cost savings, or operating synergies.
Note 2. Preliminary Purchase Price
Pursuant to the Merger Agreement, at the Closing Date, Pyxis Oncology expects to issue to Apexigen stockholders a number of shares of Pyxis Oncology's common stock representing approximately 10% of the outstanding shares of the common stock of the combined company. The Apexigen Common Stock that is issued and outstanding immediately prior to the Effective Time will automatically be converted into the right to receive 0.1725 shares of common stock, par value $0.001 per share, of Pyxis Oncology. The estimated preliminary purchase price is calculated based on the fair value of the common stock of the combined company that Apexigen stockholders will own as of the Closing Date. Accordingly, the accompanying unaudited pro forma condensed combined financial information reflects an estimated purchase price of approximately $15.1 million, which consists of the following (in thousands, except share, per-share information and the exchange ratio):
| Amount | ||||
| Apexigen Common Stock outstanding as of June 5, 2023 (i) | 24,785,634 | |||
| Exchange ratio | 0.1725 | |||
| Estimated equivalent Pyxis Oncology Common Stock to be issued to Apexigen stockholders | 4,275,521 | |||
| Closing price of Pyxis Oncology Common Stock on June 5, 2023 (ii) | $ | 3.19 | ||
| Estimated Merger Consideration | $ | 13,639 | ||
| Estimated fair value of replacement Apexigen Options attributable to pre-combination service (iii) | 50 | |||
| Estimated fair value of replacement Apexigen RSUs attributable to pre-combination service (iv) | 444 | |||
| Estimated fair value of Apexigen Warrants (v) | 1,011 | |||
| Preliminary estimated purchase price | $ | 15,144 |
| Assumptions | |||||
| Expected term (in years) | 4.17 | 5.00 | |||
| Expected volatility | 92.66% | - | 96.23% | ||
| Risk-free interest rate | 3.70% | - | 3.84% | ||
| Expected dividend yield | 0.00% |
The actual purchase price may vary based on the number of outstanding shares of Apexigen Common Stock and the number of outstanding Apexigen Options, Apexigen RSU Awards and Apexigen Warrants, as well as Pyxis Oncology's share price, at the Closing Date as described above, and that difference could be material. As such, the estimated purchase price reflected in the unaudited pro forma condensed combined financial information does not purport to represent what the actual purchase price will be when the Merger is completed.
Because the estimated purchase price is dependent on the market price of Pyxis Oncology Common Stock, the preliminary estimated purchase price could fluctuate significantly based on changes in the share prices of Pyxis Oncology Common Stock up to the Closing Date. A sensitivity analysis related to the fluctuation in the share price of Pyxis Oncology Common Stock was performed to assess the impact a hypothetical change of 10% on the closing price of Pyxis Oncology Common Stock on June 5, 2023 would have on the estimated purchase price as of the Closing Date. The following table illustrates the effect of changes in the share price of Pyxis Oncology Common Stock and the resulting impact on the estimated total purchase price (in thousands, except for per share price):
| Stock Price | Estimated purchase price | |||||||
| As presented | $ | 3.19 | $ | 15,144 | ||||
| 10% increase | $ | 3.51 | $ | 16,603 | ||||
| 10% decrease | $ | 2.87 | $ | 13,487 |
Note 3. Preliminary Purchase Price Allocation
The following table provides an estimated preliminary pro forma purchase price allocation, which is subject to change upon a completed valuation of the assets acquired and liabilities assumed as of the Closing Date. The preliminary purchase price allocation assumes as if the Merger had been completed on March 31, 2023 (in thousands):
| Amount | ||||
| Assets acquired: | ||||
| Cash and cash equivalents (i) | $ | 12,165 | ||
| Prepaid expenses and other current assets | 2,123 | |||
| Other assets | 355 | |||
| Total identifiable assets | 14,643 | |||
| Liabilities assumed: | ||||
| Accounts payable | (2,809 | ) | ||
| Accrued liabilities (ii) | (11,373 | ) | ||
| Deferred revenue (iii) | (6,150 | ) | ||
| Derivative warrant liabilities | (10 | ) | ||
| Total identifiable liabilities | (20,342 | ) | ||
| In-process research and development ( IPR&D) (iv) | 20,218 | |||
| Goodwill (v) | 625 | |||
| Total preliminary purchase price | $ | 15,144 |
The assumed accounting for the Merger, including the preliminary purchase price, is based on provisional amounts, and the associated purchase accounting is not final. The preliminary allocation of the purchase price to the acquired assets and liabilities assumed was based upon the preliminary estimate of the fair values. The final determination of the purchase price allocation is anticipated to be completed as soon as practicable after completion of the transaction and will be based on the fair values of the assets acquired and liabilities assumed as of the Closing Date. The final amounts allocated to assets acquired and liabilities assumed could differ materially from the amounts presented in the unaudited pro forma condensed combined financial information.
Note 4 Pro Forma Adjustments
The pro forma adjustments were based on the preliminary information available at the time of the preparation of the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, the separate historical audited financial statements of Pyxis Oncology and Apexigen for the year ended December 31, 2022 and the unaudited historical condensed consolidated financial statements of Pyxis Oncology and Apexigen for the three months ended March 31, 2023 which are incorporated by reference or included elsewhere in this proxy statement/prospectus.
Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2023
The following pro forma adjustments included in the pro forma condensed combined balance sheet assume that the Merger was consummated on March 31, 2023, and are based on preliminary estimates that could change materially as additional information is obtained:
| Amount | ||||
| Pro forma adjustments: | ||||
| Estimated Pyxis Oncology transactions costs (i) | $ | 850 | ||
| Estimated liability for Apexigen transaction costs (ii) | 5,879 | |||
| Estimated severance costs for Apexigen employees (iii) | 5,283 | |||
| Eliminate ESPP liability (iv) | (95 | ) | ||
| Net pro forma adjustment to accrued expenses and other current liabilities | $ | 11,917 |
| Amount | ||||
| Pro forma adjustments: | ||||
| Eliminate historical Apexigen Common Stock | $ | (2 | ) | |
| Record par value of estimated shares of Pyxis Oncology Common Stock issued to acquire Apexigen (i) | 4 | |||
| Net pro forma adjustment to common stock | $ | 2 |
| Amount | ||||
| Pro forma adjustments: | ||||
| Eliminate Apexigen's historical additional paid-in-capital | $ | (185,957 | ) | |
| Estimated fair value of replacement Apexigen Options attributable to pre-combination service (i) | 50 | |||
| Estimated fair value of replacement Apexigen RSUs attributable to pre-combination service (ii) | 444 | |||
| Estimated fair value of Apexigen Warrants (iii) | 1,011 | |||
| Record issuance of shares under the ESPP, post March 31, 2023 (iv) | 5 | |||
| Record estimated purchase consideration in excess of the par value of Pyxis Oncology Common Stock issued to acquire Apexigen (v) | 13,635 | |||
| Net pro forma adjustment to additional paid-in capital | $ | (170,812 | ) |
| Amount | ||||
| Pro forma adjustments: | ||||
| Eliminate Apexigen's accumulated deficit | $ | 182,846 | ||
| Estimated Pyxis Oncology transaction costs (i) | (850 | ) | ||
| Estimated severance costs for Apexigen employees (ii) | (5,283 | ) | ||
| Net pro forma adjustment to accumulated deficit | $ | 176,713 |
Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations
The following pro forma adjustments included in the pro forma condensed combined statement of operations assume that the Merger was consummated on January 1, 2022, and are based on preliminary estimates that could change materially as additional information is obtained.
| Three Months Ended March 31, 2023 | Year Ended December 31, 2022 | |||||||
| Pyxis Oncology's weighted average shares outstanding | 35,351,671 | 33,033,081 | ||||||
| Estimated shares of Pyxis Oncology Common Stock to be issued to Apexigen stockholders upon closing of the Merger | 4,275,521 | 4,275,521 | ||||||
| Pro forma combined weighted average number of shares of common stock outstanding basic and diluted | 39,627,192 | 37,308,602 |
Both Pyxis Oncology and Apexigen have a history of generating net operating losses and maintain a full valuation allowance against their net deferred tax assets. As a result, both entities have not previously reflected an income tax benefit or expense within the financial statement period presented. Management has not identified any changes to the income tax positions due to the Merger that would result in an incremental tax expense or benefit. Accordingly, no tax-related adjustments have been reflected for the pro forma adjustments.
Additionally, Pyxis Oncology has considered the impact of the business combination fair value and other pro forma adjustments that impact current and deferred taxes, and due to the significant valuation allowances, no adjustments to current or deferred taxes are needed (but will have certain presentational adjustments in the deferred tax component section of footnotes). As such, post-closing of the Merger there will be a full valuation allowance against deferred tax assets resulting in no overall impact on deferred taxes.