Brookline Capital Acquisition Corp.

An implied $0.64 per share is a near-total loss measured against the price at which SPAC shares were originally sold into trust, and because the consideration is Pyxis Oncology stock rather than cash that figure moves with the acquirer's own price through closing. BCAC-legacy holders have no trust or redemption right left, so there is no floor — the merger simply converts one small-cap biotech position into a fraction of another, and Apexigen stock stops trading on Nasdaq at completion.

This is an equity line, not an offering - the company sells shares to one buyer at prices tied to the market, and that buyer is expressly 'an underwriter within the meaning of Section 2(a)(11)'. The prospectus states the constraint plainly: BECAUSE SO MANY SHARES WERE REDEEMED at the business combination, the number of shares the company can sell to Lincoln Park is limited. A completed SPAC's redemption history therefore caps the financing it can draw afterwards, and that link is stated here rather than in any 8-K.

Three days separate this amendment from the previous one, and the portion of the document read here is identical to it apart from the cover date and the amendment number — same parties, same registered count, same formula, same 2022 annual meeting. What this amendment changed lies outside that portion and is not recorded here rather than being inferred from the numbering. The PIPE remains structured in units of one share and one half warrant, with none of the sponsor, the directors, the officers or their affiliates participating as PIPE investors.

The business combination is being voted at an annual meeting rather than a special meeting, so the transaction proposals sit alongside the ordinary annual business and the meeting cannot simply be adjourned away. The Aggregate Closing Merger Consideration is a formula, not a share count: $205,000,000 plus the sum of the exercise prices of every Apexigen option outstanding immediately before the effective time, all divided by $10.00 — a divisor the agreement fixes, so option exercise prices increase the shares issued. The combined company would trade as APGN and APGNW.

Consideration is defined as a formula rather than a number: the aggregate closing merger consideration is the quotient of the sum of $205,000,000 and the aggregate exercise prices of all Apexigen options outstanding immediately before the effective time, divided by $10.00. The share count therefore rises with the option overhang it absorbs, and the $10.00 divisor is a term of this agreement rather than a market price. This is also an annual meeting, not a special one, so the combination is voted alongside ordinary annual business.

This amendment describes the March 17, 2022 agreement as executed, without the Amendment No. 1 to the Business Combination Agreement that later amendments of the same registration statement recite — so the agreement, not merely the registration statement, changed after this filing. The Aggregate Closing Merger Consideration is the same formula throughout: $205,000,000 plus the sum of the exercise prices of every Apexigen option outstanding immediately before the effective time, divided by $10.00, a fixed divisor rather than a market price.