Scott A. Smith - Aug 23, 2023 Form 4 Insider Report for Apexigen, Inc. (APGN)

Role: Director
Signature: /s/ Francis Sarena, by power of attorney
Stock symbol: APGN
Transactions as of: Aug 23, 2023
Transactions value $: $0
Form type: 4
Date filed: 8/25/2023, 07:37 PM
Previous filing: Aug 1, 2023
Next filing: Sep 1, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	APGN	Stock Option (right to buy)	Disposed to Issuer		-34.1K	-100%		0	Aug 23, 2023	Common Stock	34.1K	$6.94	Direct	F1
transaction	APGN	Stock Option (right to buy)	Disposed to Issuer		-100K	-100%		0	Aug 23, 2023	Common Stock	100K	$2.65	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Scott A. Smith is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	The shares subject to the option vest in 48 equal monthly installments beginning on September 16, 2019. Pursuant to an Agreement and Plan of Merger, dated as of May 23, 2023 (the "Merger Agreement"), by and among the Issuer, Pyxis Oncology, Inc. ("Pyxis"), and Ascent Merger Sub Corp., at the effective time of the merger (the "Effective Time"), the option was assumed by Pyxis and converted into an option to purchase 5,879 shares of Pyxis common stock at an exercise price of $40.24 per share. In accordance with the reporting person's equity award agreement, vesting of the unvested shares underlying the option accelerated in full at the Effective Time.
F2	The shares subject to the option vest in three equal annual installments beginning on July 29, 2023. Pursuant to the Merger Agreement, at the Effective Time, the option was assumed by Pyxis and converted into an option to purchase 17,250 shares of Pyxis common stock at an exercise price of $15.37 per share. In accordance with the reporting person's equity award agreement, vesting of the unvested shares underlying the option accelerated in full at the Effective Time.

Content

The shares subject to the option vest in 48 equal monthly installments beginning on September 16, 2019. Pursuant to an Agreement and Plan of Merger, dated as of May 23, 2023 (the "Merger Agreement"), by and among the Issuer, Pyxis Oncology, Inc. ("Pyxis"), and Ascent Merger Sub Corp., at the effective time of the merger (the "Effective Time"), the option was assumed by Pyxis and converted into an option to purchase 5,879 shares of Pyxis common stock at an exercise price of $40.24 per share. In accordance with the reporting person's equity award agreement, vesting of the unvested shares underlying the option accelerated in full at the Effective Time.

The shares subject to the option vest in three equal annual installments beginning on July 29, 2023. Pursuant to the Merger Agreement, at the Effective Time, the option was assumed by Pyxis and converted into an option to purchase 17,250 shares of Pyxis common stock at an exercise price of $15.37 per share. In accordance with the reporting person's equity award agreement, vesting of the unvested shares underlying the option accelerated in full at the Effective Time.