BROOKLINE CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • August 23rd, 2023 • Pyxis Oncology, Inc. • Pharmaceutical preparations • New York
Pyxis Oncology, Inc. (a Delaware corporation) [ ● ] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 4th, 2021 • Pyxis Oncology, Inc. • Pharmaceutical preparations • New York
PYXIS ONCOLOGY, INC. Shares of Common Stock ($0.001 par value per share) SALES AGREEMENTSales Agreement • November 1st, 2022 • Pyxis Oncology, Inc. • Pharmaceutical preparations • New York
Pyxis Oncology, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Securities LLC (the “Agent”), as follows:
PRE-FUNDED COMMON STOCK PURCHASE WARRANT PYXIS ONCOLOGY, INC.Pre-Funded Common Stock Purchase Warrant • February 28th, 2024 • Pyxis Oncology, Inc. • Pharmaceutical preparations • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pyxis Oncology, Inc., a Delaware corporation (the “Company”), up to _________ shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). The Warrant is being issued pursuant to that certain Securities Purchase Agreement, dated as of [●], 2024, among the Company and the purchasers signatory thereto, as amended and/or restated from time to time (the “Purc
COMMON STOCK PURCHASE WARRANT APEXIGEN, INC.Common Stock Purchase Warrant • August 23rd, 2023 • Pyxis Oncology, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is six months following the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______, 20281 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Apexigen, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT APEXIGEN, INC.Placement Agent Common Stock Agreement • August 23rd, 2023 • Pyxis Oncology, Inc. • Pharmaceutical preparations
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is six months following the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______, 20281 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Apexigen, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
LEASE by and between B9 LS HARRISON & WASHINGTON LLC, a Delaware limited liability company and PYXIS ONCOLOGY, INC., a Delaware corporationLease • October 1st, 2021 • Pyxis Oncology, Inc. • Pharmaceutical preparations
THIS LEASE (this “Lease”) is entered into as of this 29th day of September, 2021 (the “Execution Date”), by and between B9 LS HARRISON & WASHINGTON LLC, a Delaware limited liability company (“Landlord”), and PYXIS ONCOLOGY, INC., a Delaware corporation (“Tenant”).
ContractIndemnification Agreement • October 4th, 2021 • Pyxis Oncology, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of the [•] day of [•], 2021, by and between Pyxis Oncology, Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 28th, 2024 • Pyxis Oncology, Inc. • Pharmaceutical preparations
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 26, 2024, is entered into by and among PYXIS ONCOLOGY, INC., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Share Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
VOTING AGREEMENTVoting Agreement • May 24th, 2023 • Pyxis Oncology, Inc. • Pharmaceutical preparations • Delaware
This Voting Agreement (this “Voting Agreement”) is being delivered on May 23, 2023 by the person or persons named on the signature pages hereto (collectively, the “Holder”), as the holder of Company Shares (as defined below) of Apexigen, Inc., a Delaware corporation (the “Company”), to Pyxis Oncology, Inc., a Delaware corporation (“Parent”).
PYXIS ONCOLOGY, INC.Executive Employment Agreement • October 4th, 2021 • Pyxis Oncology, Inc. • Pharmaceutical preparations • Massachusetts
This Amended and Restated Executive Employment Agreement (this “Agreement”) memorializes the amended and restated employment terms offered to you by Pyxis Oncology, Inc. (“Pyxis” or the “Company”). This Agreement (including all amended and restated terms herein) will supersede and replace in full the prior Executive Employment Agreement, entered into by and between you and the Company dated August 19, 2021 (the “Prior Agreement”), and it will become effective as of September ___, 2021. This Agreement is intended to summarize the terms and conditions of your employment..
AGREEMENT AND PLAN OF MERGER Among Pyxis Oncology, Inc. Ascent Merger Sub Corp. And Apexigen, Inc. Dated as of May 23, 2023Merger Agreement • May 24th, 2023 • Pyxis Oncology, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER dated as of May 23, 2023 (this “Agreement”), is among Pyxis Oncology, Inc., a Delaware corporation (“Parent”), Ascent Merger Sub Corp., a Delaware corporation (“Merger Sub”) and a direct, wholly-owned subsidiary of Parent, and Apexigen, Inc., a Delaware corporation (the “Company”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.License Agreement • September 17th, 2021 • Pyxis Oncology, Inc. • Pharmaceutical preparations • Massachusetts
THIS FIRST AMENDMENT TO LICENSE AGREEMENT (this “Amendment”) is entered into as of 25th February, 2021, effective as of the Effective Date. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement (as defined below).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Execution CopyLicense Agreement • September 17th, 2021 • Pyxis Oncology, Inc. • Pharmaceutical preparations • Massachusetts
CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.Executive Employment Agreement • March 21st, 2024 • Pyxis Oncology, Inc. • Pharmaceutical preparations
This Agreement supersedes, amends, and restates in all respects all prior agreements and understandings between you and the Company regarding the subject matter herein.
SECURITIES PURCHASE AGREEMENT BY AND AMONG PYXIS ONCOLOGY, INC., AND THE PURCHASERS AS SET FORTH HEREIN FEBRUARY 26, 2024Securities Purchase Agreement • February 28th, 2024 • Pyxis Oncology, Inc. • Pharmaceutical preparations • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of February 26, 2024, by and among Pyxis Oncology, Inc., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, a “Purchaser” and together, the “Purchasers”).
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assignment, Assumption and Amendment Agreement • August 23rd, 2023 • Pyxis Oncology, Inc. • Pharmaceutical preparations • New York
This WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made as of August 23, 2023 by and among Apexigen, Inc. (as successor to Brookline Capital Acquisition Corp. (“BCAC”)), a Delaware corporation (“Apexigen”), Pyxis Oncology, Inc., a Delaware corporation (“Pyxis Oncology”), and Broadridge Corporate Issuer Solutions, LLC, a Pennsylvania limited liability company (the “Warrant Agent” or “Broadridge”) as successor to Continental Stock Transfer & Trust Company (“Continental”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AGREEMENTLicense Agreement • September 17th, 2021 • Pyxis Oncology, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (“Agreement”) is made effective as of the 8th day of December, 2020 (the “Execution Date”), by and between Pyxis Oncology, Inc., a corporation organized and existing under the laws of Delaware with offices at 35 Cambridgepark Drive Suite 100-R, Cambridge, MA02140 (“Pyxis”) and Pfizer Inc., a corporation organized and existing under the laws of Delaware with offices at 235 East 42nd Street, New York, New York 10017 (“Pfizer”). Pyxis and Pfizer may, from time-to-time, be individually referred to as a “Party” and collectively referred to as the “Parties”.
Pyxis Oncology, Inc. November 21, 2022 Via Email Only pconnealy@pyxisoncology.com Ms. Pamela Connealy RE: AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT Dear Ms. Connealy: On behalf of Pyxis Oncology, Inc. (“Pyxis”, or the “Company”), it is my...Executive Employment Agreement • March 22nd, 2023 • Pyxis Oncology, Inc. • Pharmaceutical preparations • Massachusetts
This Agreement supersedes, amends and restates in all respects all prior agreements and understandings between you and the Company regarding the subject matter herein.
LICENSE AGREEMENTLicense Agreement • May 13th, 2022 • Pyxis Oncology, Inc. • Pharmaceutical preparations • New York
This LICENSE AGREEMENT (“Agreement”) is made effective as of March 28, 2022 (the “Effective Date”), by and between Pyxis Oncology, Inc., a Delaware corporation, having an address at 35 Cambridge Park Drive, Cambridge, Massachusetts 02140 (“Licensee”), and Biosion USA, Inc., a Delaware corporation, having an address at 1 Innovation Way, Suite 300, Newark, Delaware 19711 (“Licensor”). Licensee and Licensor may, from time-to-time, be individually referred to as a “Party” and collectively referred to as the “Parties”.
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • November 1st, 2022 • Pyxis Oncology, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED LICENSE AGREEMENT (“Agreement”) is made effective as of the 6th day of October, 2022 (the “A&R Effective Date”), by and between Pyxis Oncology, Inc., a corporation organized and existing under the laws of Delaware with offices at 150 Cambridgepark Drive, 8th Floor, Suite 2, Cambridge, MA 02140 (“Pyxis”) and Pfizer Inc., a corporation organized and existing under the laws of Delaware with offices at 235 East 42nd Street, New York, New York 10017 (“Pfizer”). Pyxis and Pfizer may, from time-to-time, be individually referred to as a “Party” and collectively referred to as the “Parties”.
ConfidentialOpt-In, Investment and Additional Consideration Agreement • October 1st, 2021 • Pyxis Oncology, Inc. • Pharmaceutical preparations
THIS AMENDMENT TO OPT-IN, INVESTMENT AND ADDITIONAL CONSIDERATION AGREEMENT (the “Amendment”) is made as of August 2, 2021, to be effective as of January 1, 2021 (“Effective Date”) as part of the License between the Parties (each as defined below).
LETTER AGREEMENTLicense Agreement • November 1st, 2022 • Pyxis Oncology, Inc. • Pharmaceutical preparations • New York
Reference is hereby made to that certain Amended and Restated License Agreement (the “Agreement”), effective as of October 6, 2022, between Pyxis Oncology, Inc. (“Pyxis”), and Pfizer Inc. (“Pfizer”), pursuant to which Pfizer granted certain licenses to Pyxis under the Licensed ADC Technology and Licensed Platform Technology. Pyxis and Pfizer may be individually referred to as a “Party” and collectively referred to as the “Parties.” Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Agreement.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONMerger Agreement • August 11th, 2023 • Pyxis Oncology, Inc. • Pharmaceutical preparations
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.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Amendment No. 1 to Agreement (“Amendment No. 1”)License Agreement • September 17th, 2021 • Pyxis Oncology, Inc. • Pharmaceutical preparations
WHEREAS, the parties hereto desire to amend, among other things, certain terms of the Agreement including the schedules of Licensed ADC Know-How and Licensed Platform Know-how
Pyxis Oncology, Inc. November 21, 2022 Via Email Only jwadhane@pyxisoncology.com RE: EXECUTIVE EMPLOYMENT AGREEMENT Dear Mr. Wadhane:Executive Employment Agreement • March 22nd, 2023 • Pyxis Oncology, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (this “Agreement”) memorializes the employment terms offered to you by Pyxis Oncology, Inc. (“Pyxis” or the “Company”). This Agreement (including all amended and restated terms herein) will supersede and replace in full the prior Offer Letter, entered into by and between you and the Company dated August 10th, 2021 (the “Prior Letter”), and it will become effective as of November 21st, 2022. This Agreement is intended to summarize the terms and conditions of your continued employment with Pyxis.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDED AND RESTATED COLLABORATION AGREEMENT by and among...Collaboration Agreement • October 1st, 2021 • Pyxis Oncology, Inc. • Pharmaceutical preparations • New York
This AMENDED AND RESTATED COLLABORATION AGREEMENT (this “Agreement”) is entered into as of September 28, 2021, to be effective as of March 30, 2021 (the “Effective Date”), by and among Pyxis Oncology, Inc., a Delaware corporation, having offices at 35 CambridgePark Drive, Cambridge, MA 02140 (“Pyxis”), Alloy Therapeutics, Inc., a Delaware corporation, having offices at 44 Hartwell Avenue, Suite 2, Lexington, MA 02421 (“Alloy”), and Voxall Therapeutics, LLC, a Delaware limited liability company, having offices at 44 Hartwell Avenue, Suite 2, Lexington, MA 02421 (the “Company”). Pyxis, Alloy and the Company are each referred to herein by name or as a “Party” or, collectively, as the “Parties.”
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 1st, 2021 • Pyxis Oncology, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 5th day of March, 2021, by and among Pyxis Oncology, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 4 TO LICENSE AGREEMENTLicense Agreement • August 11th, 2023 • Pyxis Oncology, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 4 TO LICENSE AGREEMENT (“Amendment No. 4”) is made and entered into on May 17, 2023 (the “Amendment Effective Date”), by and between Pyxis Oncology, Inc., a corporation, organized under the laws of Delaware, having an address at 321 Harrison Avenue, Floor 11, Suite 1, Boston, MA 02118 (“Licensee”) and Biosion USA, Inc., a Delaware corporation, having an address at 1 Innovation Way, Suite 300, Newark, Delaware 19711 (“Licensor”). Licensee and Licensor may, from time-to-time, be individually referred to as a “Party” and collectively referred to as the “Parties”.
EXCLUSIVE LICENSE AGREEMENT BETWEEN THE UNIVERSITY OF CHICAGO AND PYXIS ONCOLOGY FOR CANCER IMMUNOTHERAPY TECHNOLOGYExclusive License Agreement • September 17th, 2021 • Pyxis Oncology, Inc. • Pharmaceutical preparations • Illinois
This License Agreement (“Agreement”), dated April 16th, 2020 (the “Effective Date”), is between The University of Chicago, an Illinois not-for-profit corporation (“University”), and Pyxis Oncology, Inc., a Delaware corporation, having an address 800 Boylston St, Boston, MA 02199 (“Company”). Each hereunder may be referred to separately as the “Party”, or together as the “Parties”.
AMENDMENT NO. 1License Agreement • March 22nd, 2023 • Pyxis Oncology, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 (“Amendment No. 1”) is made and entered into on June 28, 2022 (the “Amendment Effective Date”), by and between Pyxis Oncology, Inc., a corporation, organized under the laws of Delaware, with its registered office at 35 Cambridgepark Drive, Suite 100-R, Cambridge, MA 02140 (hereinafter referred to as “Pyxis” or “Client”) and Biosion USA, Inc., a Delaware corporation, having an address at 1 Innovation Way, Suite 300, Newark, Delaware 19711 (hereinafter referred to as “Biosion”) and amends that certain March 28, 2022 License Agreement entered into by and between Pyxis and Biosion (the “Agreement”).
CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.Dissolution Agreement • March 21st, 2024 • Pyxis Oncology, Inc. • Pharmaceutical preparations • Delaware
THIS DISSOLUTION AGREEMENT (the “Agreement”) is entered into effective as of February 6, 2024 (“Effective Date”), by and among Voxall Therapeutics, LLC (formerly Kyma Therapeutics, LLC) (“VOX”), Pyxis Oncology, Inc. (“PYXS”) and Alloy Therapeutics, Inc. (“ATX”, each VOX, PYXS, and ATX, individually a “Party” and collectively the “Parties”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.Opt-In, Investment and Additional Consideration Agreement • September 17th, 2021 • Pyxis Oncology, Inc. • Pharmaceutical preparations • Massachusetts
THIS OPT-IN, INVESTMENT AND ADDITIONAL CONSIDERATION AGREEMENT (the “Opt-In Agreement”) is made on December 1, 2020 (“Effective Date”) as part of the License between the Parties (each as defined below).
AMENDMENT NO. 3 TO LICENSE AGREEMENT THIS AMENDMENT NO. 3 TO LICENSE AGREEMENT (“Amendment No. 3”) is made andLicense Agreement • March 22nd, 2023 • Pyxis Oncology, Inc. • Pharmaceutical preparations
WHEREAS, Pyxis and Biosion entered into that certain License Agreement effective as of March 28, 2022, as further amended by Amendment No. 1 on June 28, 2022, and Amendment No. 2 on July 1, 2022 (collectively, the “Agreement”), pursuant to which Pyxis obtained from Biosion exclusive rights to certain anti-Siglec-15 patents, technology, know-how, and other proprietary materials in the Field in the Licensed Territory (each defined in the Agreement);
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • August 23rd, 2023 • Pyxis Oncology, Inc. • Pharmaceutical preparations • New York
This WARRANT ASSUMPTION AGREEMENT (this “Agreement”) is made as of August 23, 2023 by and among Apexigen, Inc., a Delaware corporation (“Apexigen”), and Pyxis Oncology, Inc., a Delaware corporation (“Pyxis Oncology”).
