APGN Pengajuan SEC - Apexigen Inc- Laporan Tahunan, Pernyataan Kuasa, Prospektus

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SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Apexigen Inc

SEC Filings (Chronological Order)

Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.

September 5, 2023	15-12G	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTION 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTION 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-39488 Apexigen, Inc. (Exact name of registrant as specified in its chart
August 23, 2023	EX-3.1	THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF APEXIGEN, INC. August 23, 2023 EXHIBIT 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF APEXIGEN, INC. August 23, 2023 FIRST: The name of the corporation is Apexigen, Inc. (the “Corporation”). SECOND: The Corporation shall have the authority to issue one class of shares to be designated Common Stock. The total number of shares of Common Stock the Corporation has authority to issue is 1,000 with par value of $0.001
August 23, 2023	S-8 POS	As filed with the Securities and Exchange Commission on August 23, 2023 As filed with the Securities and Exchange Commission on August 23, 2023 Registration No.
August 23, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2023 Apexigen, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39488 85-1260244 (State or Other Jurisdiction of Incorporation) (Commission File Num
August 23, 2023	EX-3.2	OF PYXIS ONCOLOGY ACQUISITION CORP., A DELAWARE CORPORATION OF PYXIS ONCOLOGY ACQUISITION CORP. ARTICLE I OFFICES EXHIBIT 3.2 BYLAWS OF PYXIS ONCOLOGY ACQUISITION CORP., A DELAWARE CORPORATION BYLAWS OF PYXIS ONCOLOGY ACQUISITION CORP. ARTICLE I OFFICES SECTION 1.01 The Corporation may have offices at such places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require. Article II STOCKHOLDERS MEETINGS SECTION 2.01 A
August 22, 2023	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2023 Apexigen, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39488 85-1260244 (State or Other Jurisdiction of Incorporation) (Commission File Num
August 18, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2023 Apexigen, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39488 85-1260244 (State or Other Jurisdiction of Incorporation) (Commission File Num
August 16, 2023	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State
August 15, 2023	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2023 Apexigen, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39488 85-1260244 (State or Other Jurisdiction of Incorporation) (Commission File Num
August 11, 2023	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2023 Pyxis Oncology, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40881 83-1160910 (State or Other Jurisdiction of Incorporation) (Commission Fi
August 11, 2023	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2023 Pyxis Oncology, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40881 83-1160910 (State or Other Jurisdiction of Incorporation) (Commission Fi
August 10, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39488 Apexigen, Inc.
June 30, 2023	DEFM14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State
June 30, 2023	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2023 Pyxis Oncology, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40881 83-1160910 (State or Other Jurisdiction of Incorporation) (Commission File
May 25, 2023	425	Transcript of the webcast “Pyxis Oncology (Update)”, which was made available by Pyxis Oncology on May 24, 2023 and can be accessed at the Investors section of the Pyxis Oncology website at https://pyxisoncology.com. Pyxis Oncology (Update) May 24, 2 Filed by Pyxis Oncology, Inc. (Commission File No.: 001-40881) Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Apexigen Inc. (Commission File No.: 001-39488) Date: May 24, 2023 Transcript of the webcast “Pyxis Oncology (Update)”, which was made available by Pyxis Oncology on May 24, 2023 and can be accessed at the Investors section of the Pyxis Oncology website at https://pyxis
May 24, 2023	425	On May 24, 2023, Pyxis Oncology, Inc. made available the following communications. ALL-EMPLOYEE EMAIL Filed by Pyxis Oncology, Inc. (Commission File No.: 001-40881) Pursuant to Rule 425 of the Securities Act of 1933 Subject Company: Apexigen Inc. (Commission File No.: 001-39488) Date: May 24, 2023 On May 24, 2023, Pyxis Oncology, Inc. made available the following communications. *** ALL-EMPLOYEE EMAIL TO: All Pyxis Employees From: Lara Sullivan Subject: This Mornings Press Release Dear Team, As yo
May 24, 2023	EX-2.1	AGREEMENT AND PLAN OF MERGER Pyxis Oncology, Inc. Ascent Merger Sub Corp. Apexigen, Inc. Dated as of May 23, 2023 EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER Among Pyxis Oncology, Inc. Ascent Merger Sub Corp. And Apexigen, Inc. Dated as of May 23, 2023 Table of Contents Page ARTICLE I The Merger 1 Section 1.01. The Merger 1 Section 1.02. Closing 2 Section 1.03. Effective Time 2 Section 1.04. Effects 2 Section 1.05. Certificate of Incorporation and Bylaws 2 Section 1.06. Directors 2 Secti
May 24, 2023	EX-10.1	VOTING AGREEMENT EX-10.1 Exhibit 10.1 VOTING AGREEMENT 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”). Reference is made
May 24, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2023 Apexigen, Inc. (Exac UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2023 Apexigen, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39488 85-1260244 (State or Other Jurisdiction of Incorporation) (Commission File Number
May 24, 2023	EX-99.1	This presentation contains forward looking statements for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 and other federal securities laws. All statements other than statements of historical fact Pyxis Oncology Acquisition of Apexigen Nasdaq: PYXS May 24, 2023 Exhibit 99.1 This presentation contains forward looking statements for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 and other federal securities laws. All statements other than statements of historical facts contained in this presentation, including without limitation statement
May 24, 2023	EX-99.1	Pyxis Oncology to Acquire Apexigen Pyxis Oncology positioned at forefront of Antibody-Drug Conjugate (ADC) development Commercially and clinically validated APXiMAB platform for antibody generation complements FACT ADC toolkit of linkers, payloads an EX-99.1 Exhibit 99.1 Pyxis Oncology to Acquire Apexigen Pyxis Oncology positioned at forefront of Antibody-Drug Conjugate (ADC) development Commercially and clinically validated APXiMAB platform for antibody generation complements FACT ADC toolkit of linkers, payloads and conjugation chemistries previously obtained from Pfizer Sotigalimab, a potential best-in-class Phase 2 CD40 agonist, has demons
May 24, 2023	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2023 Apexigen, Inc. (Exac 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2023 Apexigen, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39488 85-1260244 (State or Other Jurisdiction of Incorporation) (Commission File Nu
May 24, 2023	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2023 Pyxis Oncology, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40881 83-1160910 (State or Other Jurisdiction of Incorporation) (Commission File
May 15, 2023	EX-10.5	Appendix A Certain Definitions Exhibit 10.5 March 1, 2023 Amy Wong Re: Retention Bonus and Retention RSUs Dear Amy: We view your contribution as important as we evaluate and pursue potential strategic alternative transactions. To show our appreciation for your contribution to Apexigen and as a further incentive to your continued employment with the Company Group, Apexigen is entering into this letter agreement (this “Retention
May 15, 2023	EX-10.3	Appendix A Certain Definitions Exhibit 10.3 March 1, 2023 Francis Sarena Re: Retention Bonus and Retention RSUs Dear Francis: We view your contribution as important as we evaluate and pursue potential strategic alternative transactions. To show our appreciation for your contribution to Apexigen and as a further incentive to your continued employment with the Company Group, Apexigen is entering into this letter agreement (this “
May 15, 2023	EX-10.4	Appendix A Certain Definitions Exhibit 10.4 March 1, 2023 William Duke, Jr. Re: Retention Bonus and Retention RSUs Dear Bill: We view your contribution as important as we evaluate and pursue potential strategic alternative transactions. To show our appreciation for your contribution to Apexigen and as a further incentive to your continued employment with the Company Group, Apexigen is entering into this letter agreement (this “
May 15, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39488 Apexigen, Inc.
April 12, 2023	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2023 Apexigen, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39488 85-1260244 (State or Other Jurisdiction of Incorporation) (Commission File Numb
April 10, 2023	424B3	Apexigen, Inc. Up to 17,316,667 shares of common stock 424B3 Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-266847 PROSPECTUS Apexigen, Inc. Up to 17,316,667 shares of common stock This prospectus relates to the offer and sale from time to time of up to 17,316,667 shares of common stock, par value $0.0001 per share, of Apexigen, Inc., a Delaware corporation, by Lincoln Park Capital Fund, LLC (“Lincoln Park”), referred to herei
April 10, 2023	424B3	Primary Offering of 3,724,500 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 13,774,660 Shares of Common Stock 849,500 Warrants to Purchase Shares of Common Stock Apexigen, Inc. Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-266846 PROSPECTUS Primary Offering of 3,724,500 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 13,774,660 Shares of Common Stock 849,500 Warrants to Purchase Shares of Common Stock Apexigen, Inc. This prospectus relates to the issuance by us of up to 3,724,500 shares of our Common Stock, par va
April 4, 2023	POS AM	As filed with the Securities and Exchange Commission on April 4, 2023 POS AM 1 d491680dposam.htm POS AM Table of Contents As filed with the Securities and Exchange Commission on April 4, 2023 Registration No. 333-266847 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Apexigen, Inc. (Exact name of Registrant as specified in its charter) Delaware 2834 27-298940
April 4, 2023	POS AM	As filed with the Securities and Exchange Commission on April 4, 2023 POS AM Table of Contents As filed with the Securities and Exchange Commission on April 4, 2023 Registration No.
March 21, 2023	424B3	Up to 1,995,708 Shares of Common Stock and 2,095,493 Shares of Common Stock Issuable Upon Exercise of Warrants Apexigen, Inc. 424B3 Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-269912 PROSPECTUS Up to 1,995,708 Shares of Common Stock and 2,095,493 Shares of Common Stock Issuable Upon Exercise of Warrants Apexigen, Inc. This prospectus relates to the resale by the 2023 PIPE Investors (as defined below) and the Placement Agent (as defined below) named in this prospectus as selling securityholders
March 20, 2023	CORRESP	[Signature page follows] March 20, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance, 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Josh Gorsky and Joe McCann Re: Apexigen, Inc. Registration Statement on Form S-1 File No. 333-269912 Acceleration Request Requested Date: March 21, 2023 Requested Time: 4:05 p.m. Eastern Time, or as soon thereafter as practicable Ladies and Gen
March 17, 2023	S-1/A	As filed with the Securities and Exchange Commission on March 17, 2023 S-1/A Table of Contents As filed with the Securities and Exchange Commission on March 17, 2023 Registration No.
February 27, 2023	EX-99	Apexigen Announces Review of Strategic Alternatives and Restructuring EXHIBIT 99.1 Apexigen Announces Review of Strategic Alternatives and Restructuring SAN CARLOS, CA – February 27, 2023 – Apexigen, Inc. (Nasdaq: APGN) a clinical-stage company focused on developing innovative antibody-based therapeutics for the treatment of cancer with a focus on immuno-oncology, today announced that it has engaged Ladenburg Thalmann & Co. Inc. (“Ladenburg”) to evaluate strategic a
February 27, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 Apexigen, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39488 85-1260244 (State or Other Jurisdiction of Incorporation) (Commission File N
February 22, 2023	EX-21.1	Subsidiaries of Apexigen, Inc. EX-21.1 EXHIBIT 21.1 SUBSIDIARY OF THE COMPANY Name State of Incorporation Apexigen America, Inc. Delaware, U.S.A
February 22, 2023	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39488 Apexigen, Inc.
February 22, 2023	EX-21	Subsidiary of Apexigen, Inc. (incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K filed February 22, 2023). EXHIBIT 21.1 SUBSIDIARY OF THE COMPANY Name State of Incorporation Apexigen America, Inc. Delaware, U.S.A
February 22, 2023	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Apexigen, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Security Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Equity
February 22, 2023	S-1	As filed with the Securities and Exchange Commission on February 22, 2023 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Apexigen, Inc. (Exact name of R Table of Contents As filed with the Securities and Exchange Commission on February 22, 2023 Registration No.
February 22, 2023	EX-4	Description of Securities. EXHIBIT 4.6 DESCRIPTION OF SECURITIES The following description of the capital stock of Apexigen, Inc. (“us,” “our,” “we” or the “Company”) is a summary of the rights of our securities and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws as currently in effect. Because the following description is only a summary, it does not contain all th
February 14, 2023	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2023 Apexigen, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39488 85-1260244 (State or Other Jurisdiction of Incorporation) (Commission File N
February 13, 2023	SC 13G/A	APGN / Apexigen Inc / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment SC 13G/A 1 d452654dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Apexigen Inc (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 03759B102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the app
February 13, 2023	SC 13G	APGN / Apexigen Inc / Yang Xiaodong - SC 13G Passive Investment SC 13G 1 d414526dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* APEXIGEN, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 03759B 102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the approp
February 1, 2023	8-K	Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2023 Apexigen, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39488 85-1260244 (State or Other Jurisdiction of Incorporation) (Commission File Nu
January 30, 2023	424B3	Primary Offering of 3,724,500 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 14,434,863 Shares of Common Stock 849,500 Warrants to Purchase Shares of Common Stock Apexigen, Inc. Filed Pursuant to Rule 424(b)(3) Registration No. 333-266846 PROSPECTUS SUPPLEMENT NO. 1 (To the Prospectus dated September 9, 2022) Primary Offering of 3,724,500 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 14,434,863 Shares of Common Stock 849,500 Warrants to Purchase Shares of Common Stock Apexigen, Inc. This prospectus supplement supplements the prospectus, d
January 30, 2023	424B3	Apexigen, Inc. Up to 17,316,667 shares of common stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-266847 PROSPECTUS SUPPLEMENT NO. 1 (To the Prospectus dated September 9, 2022) Apexigen, Inc. Up to 17,316,667 shares of common stock This prospectus supplement supplements the prospectus, dated September 9, 2022 (as amended, the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-266847). This prospectus supple
January 26, 2023	SC 13G/A	BCACW / Brookline Capital Acquistion Corp Warrant / Kepos Capital LP - APEXIGEN, INC. Passive Investment SC 13G/A 1 p23-0167sc13ga.htm APEXIGEN, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Apexigen, Inc. (f/k/a Brookline Capital Acquisition Corp.) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 0375B102 (CUSIP Number) December 31, 2022 (Date of event which requires
January 25, 2023	EX-99.1	Apexigen Announces Approximately $2.8 Million Private Placement Financing Exhibit 99.1 Apexigen Announces Approximately $2.8 Million Private Placement Financing SAN CARLOS, CA - January 24, 2023 – Apexigen, Inc. (Nasdaq: APGN), a clinical-stage company focused on developing innovative antibody-based therapeutics for the treatment of cancer with a focus on immuno-oncology, today announced that it has entered into definitive agreements with new, biotechnology-focused inve
January 25, 2023	EX-10.2	Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on January 25, 2023). Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of [], 2023, between Apexigen, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agreement, da
January 25, 2023	EX-4.1	Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on January 25, 2023). Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR
January 25, 2023	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2023 Apexigen, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39488 85-1260244 (State or Other Jurisdiction of Incorporation) (Commission File Nu
January 25, 2023	EX-4.2	Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by the Company on January 25, 2023). Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR
January 25, 2023	EX-10.1	Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on January 25, 2023). Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 23, 2023, between Apexigen, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set f
November 14, 2022	EX-99.1	Apexigen Announces Positive Interim Results from Phase 2 Trial Evaluating its CD40 Antibody, Sotigalimab, in Combination with Doxorubicin in Patients with Liposarcoma -Patients with liposarcoma (LPS) demonstrated prolonged median PFS (mPFS) relative Exhibit 99.1 Apexigen Announces Positive Interim Results from Phase 2 Trial Evaluating its CD40 Antibody, Sotigalimab, in Combination with Doxorubicin in Patients with Liposarcoma -Patients with liposarcoma (LPS) demonstrated prolonged median PFS (mPFS) relative to historical controls treated with standard of care of doxorubicin- -Encouraging PFS data from the ongoing investigator sponsored trial
November 14, 2022	8-K	Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 08, 2022 Apexigen, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39488 85-1260244 (State or Other Jurisdiction of Incorporation) (Commission File N
November 14, 2022	EX-16.1	Letter of Marcum LLP as to the change in certifying accountant, dated as of November 14, 2022 (incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K filed by the Company on November 14, 2022). Exhibit 16.1 November 14, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Apexigen, Inc. (formerly known as Brookline Capital Acquisition Corp.) under Item 4.01 of its Form 8-K dated November 8, 2022. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree wit
November 14, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39488 Apexigen, Inc.
October 7, 2022	EX-4.2	Apexigen, Inc. 2010 Equity Plan, as amended, and forms of agreement thereunder (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-8 filed by the Company on October 7, 2022). Exhibit 4.2 APEXIGEN, INC. 2010 EQUITY INCENTIVE PLAN As Amended on November 24, 2017 1. Purposes of the Plan. The purposes of this Plan are: ? to attract and retain the best available personnel for positions of substantial responsibility, ? to provide additional incentive to Employees, Directors and Consultants, and ? to promote the success of the Company?s business. The Plan permits the grant of
October 7, 2022	EX-FILING FEES	Filing Fee Table. EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Apexigen, Inc.
October 7, 2022	S-8	As filed with the Securities and Exchange Commission on October 7, 2022 As filed with the Securities and Exchange Commission on October 7, 2022 Registration No.
October 7, 2022	EX-4.3	Apexigen, Inc. 2020 Equity Incentive Plan, as amended, and forms of agreement thereunder (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-8 filed by the Company on October 7, 2022). Exhibit 4.3 APEXIGEN, INC. 2020 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: ? to attract and retain the best available personnel for positions of substantial responsibility, ? to provide additional incentive to Employees, Directors and Consultants, and ? to promote the success of the Company?s business. The Plan permits the grant of Incentive Stock Options, Nonsta
September 9, 2022	424B3	Primary Offering of 3,724,500 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 14,434,863 Shares of Common Stock 849,500 Warrants to Purchase Shares of Common Stock Apexigen, Inc. Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-266846 Primary Offering of 3,724,500 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 14,434,863 Shares of Common Stock 849,500 Warrants to Purchase Shares of Common Stock Apexigen, Inc. This prospectus relates to the issuance by us of up to 3,724,500 shares of our Common Stock, par value $0.0001
September 9, 2022	424B3	Apexigen, Inc. Up to 17,316,667 shares of common stock Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-266847 PROSPECTUS Apexigen, Inc. Up to 17,316,667 shares of common stock This prospectus relates to the offer and sale from time to time of up to 17,316,667 shares of common stock, par value $0.0001 per share, of Apexigen, Inc., a Delaware corporation, by Lincoln Park Capital Fund, LLC (?Lincoln Park?), referred to herein as t
September 8, 2022	CORRESP	September 8, 2022 CORRESP 1 filename1.htm September 8, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance, 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Jane Park Re: Apexigen, Inc. Registration Statement on Form S-1 File No. 333-266847 Acceleration Request Requested Date: September 9, 2022 Requested Time: 4:05 p.m. Eastern Time, or as soon thereafter as practicable L
September 8, 2022	CORRESP	September 8, 2022 September 8, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance, 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Jane Park Re: Apexigen, Inc. Registration Statement on Form S-1 File No. 333-266846 Acceleration Request Requested Date: September 9, 2022 Requested Time: 4:05 p.m. Eastern Time, or as soon thereafter as practicable Ladies and Gentlemen: Pur
September 1, 2022	S-1/A	As filed with the Securities and Exchange Commission on September 1, 2022 Registration No. 333-266847 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Apexig Table of Contents As filed with the Securities and Exchange Commission on September 1, 2022 Registration No.
September 1, 2022	CORRESP	September 1, 2022 Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O: 650.
September 1, 2022	CORRESP	September 1, 2022 CORRESP 1 filename1.htm Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O: 650.493.9300 F: 650.493.6811 September 1, 2022 Via EDGAR and Secure File Transfer U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Jane Park Christine Westbrook Re
September 1, 2022	EX-2.1	Business Combination Agreement, dated as of March 17, 2022 (incorporated by reference to Exhibit 2.1 to the Registration Statement on form S-1/A filed on September 1, 2022). Exhibit 2.1 [***] = Pursuant to Item 601(b)(10) of Regulation S-K, certain information contained in this document, marked by brackets, has been omitted because it is both not material and is the type of information that the registrant treats as private or confidential. Execution Version BUSINESS COMBINATION AGREEMENT by and among BROOKLINE CAPITAL ACQUISITION CORP., PROJECT BAROLO MERGER SUB, INC.
September 1, 2022	S-1/A	As filed with the Securities and Exchange Commission on September 1, 2022 Registration No. 333-266846 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Apexig Table of Contents As filed with the Securities and Exchange Commission on September 1, 2022 Registration No.
September 1, 2022	EX-2.1	Business Combination Agreement, dated as of March 17, 2022. [***] = Pursuant to Item 601(b)(10) of Regulation S-K, certain information contained in this document, marked by brackets, has been omitted because it is both not material and is the type of information that the registrant treats as private or confidential.
August 18, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39
August 18, 2022	EX-99.2	APEXIGEN’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.2 APEXIGEN?S MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis provide information which Apexigen?s management believes is relevant to an assessment and understanding of Apexigen?s results of operations and financial condition. You should read the following discussion and analysis of Apexigen?s results of operatio
August 18, 2022	EX-99.1	INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Page Apexigen, Inc. Unaudited Condensed Financial Statements Condensed Balance Sheets as of December 31, 2021 and June 30, 2022 2 Condensed Statements of Operations and Comprehensive Loss for the Thre Exhibit 99.1 INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Page Apexigen, Inc. Unaudited Condensed Financial Statements Condensed Balance Sheets as of December 31, 2021 and June 30, 2022 2 Condensed Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2021 and 2022 3 Condensed Statements of Convertible Preferred Stock and Stockholders? Deficit for the Thr
August 18, 2022	8-K/A	Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2022 Apexigen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39488 85-1260244 (State or other jurisdiction of incorporation) (C
August 18, 2022	EX-99.3	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Capitalized terms used but not defined in this Exhibit 99.3 shall have the meanings ascribed to them in the Current Report on Form 8-K (the ?Form 8-K?) filed with the Securities and Exchange Commission (the ?SEC?) on August 4, 2022, as amended, and, if not defined in the Form 8-K, the definitive proxy statement/prospectus/in
August 15, 2022	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2022 ☐ Trans UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: June 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period
August 12, 2022	S-1	Power of Attorney (included on signature page to the initial filing of this Registration Statement). Table of Contents As filed with the Securities and Exchange Commission on August 12, 2022 Registration No.
August 12, 2022	EX-FILING FEES	Filing Fee Table EX-FILING FEES 6 d392856dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Apexigen, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Of
August 12, 2022	EX-21.1	Subsidiaries of Apexigen, Inc. EX-21.1 3 d392856dex211.htm EX-21.1 Exhibit 21.1 Apexigen, Inc. Subsidiaries Name of Subsidiary State of Incorporation Apexigen America, Inc. Delaware
August 12, 2022	EX-FILING FEES	Filing Fee Table EX-FILING FEES 6 d366679dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table S-1 (Form Type) Apeixgen, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering
August 12, 2022	S-1	As filed with the Securities and Exchange Commission on August 12, 2022 Table of Contents As filed with the Securities and Exchange Commission on August 12, 2022 Registration No.
August 12, 2022	EX-21.1	Subsidiaries of Apexigen, Inc. Exhibit 21.1 Apexigen, Inc. Subsidiaries Name of Subsidiary State of Incorporation Apexigen America, Inc. Delaware
August 11, 2022	SC 13G	APGN / Apexigen Inc / 3E Bioventures Capital, L.P. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Apexigen, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 03759B102 (CUSIP Number) July 29, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan
August 11, 2022	EX-99.1	JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be
August 8, 2022	SC 13G	APGN / Apexigen Inc / Decheng Capital China Life Sciences USD Fund II, L.P. - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d–102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2. (Amendment No.) Apexigen, Inc. (Name of Issuer) Common Stock, par value $ 0.0001 per share (Title of Class of Securities) 03759B102 (CUSIP Number) July 29, 2022
August 4, 2022	EX-3.1	Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Company on August 4, 2022). Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BROOKLINE CAPITAL ACQUISITION CORP. Brookline Capital Acquisition Corp., a Delaware corporation (the ?Corporation?), hereby certifies that: 1. The Corporation was incorporated under the name Brookline Capital Acquisition Corp. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of
August 4, 2022	EX-10.6	Apexigen, Inc. 2022 Employee Stock Purchase Plan and forms of agreements thereunder (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by the Company on August 4, 2022). Exhibit 10.6 APEXIGEN, INC. 2022 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of this Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for this Plan to have two components: a component that is intended to qualify as an ?employee stock purchase plan? under Code Section
August 4, 2022	8-K	Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2022 Apexigen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39488 85-1260244 (State or other jurisdiction of incorporation) (Commission File Numbe
August 4, 2022	EX-3.2	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by the Company on August 4, 2022). Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF APEXIGEN, INC. (Effective July 29, 2022) TABLE OF CONTENTS Page ARTICLE I?CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II?MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 NOTICE OF STOCKHOLDERS? MEETINGS 6 2.6 QUORUM 6 2.7 ADJOURNED MEETING; NOTICE
August 4, 2022	EX-10.5	Apexigen, Inc. 2022 Equity Incentive Plan and forms of agreements thereunder (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by the Company on August 4, 2022). Exhibit 10.5 APEXIGEN, INC. 2022 EQUITY INCENTIVE PLAN 1. Purposes of this Plan. The purposes of this Plan are: ? to attract and retain highly talented personnel, ? to provide additional incentive to Employees, Directors and Consultants, and ? to promote the success of the Company?s business. The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Righ
August 4, 2022	EX-4.3	Amended and Restated Warrant Agreement, dated July 29, 2022, by and between BCAC and Continental Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by the Company on August 4, 2022). Exhibit 4.3 BROOKLINE CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY AMENDED AND RESTATED WARRANT AGREEMENT THIS AMENDED AND RESTATED WARRANT AGREEMENT (this ?Agreement?), dated as of July 29, 2022, is by and between Brookline Capital Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warra
August 4, 2022	EX-99.1	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EXHIBIT: 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Capitalized terms used but not defined in this Exhibit 99.1 shall have the meanings ascribed to them in the Current Report on Form 8-K (the ?Form 8-K?) filed with the Securities and Exchange Commission (the ?SEC?) on August 4, 2022 and, if not defined in the Form 8-K, the definitive proxy statement/prospectus/information st
August 1, 2022	EX-99.1	Apexigen Completes Business Combination to Become a Publicly Listed Immuno-oncology Company -Common stock of Apexigen to commence trading on the Nasdaq Capital Market today under the ticker symbol “APGN” - -Clinical pipeline includes multiple Phase 2 EX-99.1 Exhibit 99.1 Apexigen Completes Business Combination to Become a Publicly Listed Immuno-oncology Company -Common stock of Apexigen to commence trading on the Nasdaq Capital Market today under the ticker symbol “APGN” - -Clinical pipeline includes multiple Phase 2 studies of sotigalimab, a CD40 agonist antibody with first-in-class and best-in-class potential- -Gross proceeds from the transa
August 1, 2022	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 29, 2022 Apexigen, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39488 85-1260244 (State or other jurisdiction of incorporation) (Commission File Numbe
August 1, 2022	SC 13G/A	BCACW / Brookline Capital Acquistion Corp Warrant / Feis Lawrence Michael - SCHEDULE 13G Passive Investment OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. 1 )* Brookline Capital Acquisition Corp. (Name of Issuer) Common stock, par value $ 0.0001 (Title of Class of Securities) 11374E104 (CUSIP Num
July 28, 2022	EX-99.1	BROOKLINE CAPITAL ACQUISITION CORP. AND APEXIGEN, INC. ANNOUNCE STOCKHOLDER APPROVAL OF BUSINESS COMBINATION Expected Closing Date of July 29, 2022 Combined Company Expected to Begin Trading on Nasdaq Capital Market Under Ticker Symbols “APGN” and “A Exhibit 99.1 BROOKLINE CAPITAL ACQUISITION CORP. AND APEXIGEN, INC. ANNOUNCE STOCKHOLDER APPROVAL OF BUSINESS COMBINATION Expected Closing Date of July 29, 2022 Combined Company Expected to Begin Trading on Nasdaq Capital Market Under Ticker Symbols ?APGN? and ?APGNW,? respectively, on August 1, 2022 NEW YORK, NY & PALO ALTO, CA ? July 27, 2022 ? Brookline Capital Acquisition Corp. (?BCAC?; Nasdaq
July 28, 2022	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 27, 2022 Date of Report (date of earliest event reported) BROOKLINE CAPITAL ACQUISITION CORP. (Exact name of Registrant as specified in its charter) Delaware 001-39488 85-1260244 (State or other jurisdiction of incorporation or
July 18, 2022	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 18, 2022 Date of Report (date of earliest event reported) BROOKLINE CAPITAL ACQUISITION CORP. (Exact name of Registrant as specified in its charter) Delaware 001-39488 85-1260244 (State or other jurisdiction of incorporation or
July 18, 2022	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 18, 2022 Date of Report (date of earliest event reported) BROOKLINE CAPITAL AC 425 1 d317170d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 18, 2022 Date of Report (date of earliest event reported) BROOKLINE CAPITAL ACQUISITION CORP. (Exact name of Registrant as specified in its charter) Delaware 001-39488 85-1260244 (State or other jurisdi
July 18, 2022	EX-99.1	Apexigen and Brookline Capital Acquisition Corp. Announce Effectiveness of Registration Statement and Annual Stockholder Meeting to Approve the Proposed Business Combination Exhibit 99.1 Brookline Capital Acquisition Corp. Apexigen and Brookline Capital Acquisition Corp. Announce Effectiveness of Registration Statement and Annual Stockholder Meeting to Approve the Proposed Business Combination SAN CARLOS, CA and NEW YORK, NY ? July 18, 2022 ? On March 18, 2022 Brookline Capital Acquisition Corp. (?BCAC?), a life-science focused Special Purpose Acquisition Company (?SP
July 11, 2022	425	Apexigen to Participate in the Brookline Capital Markets Newport Symposium Filed by Brookline Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Apexigen, Inc. Commission File No. 001-39488 Date: July 11, 2022 Apexigen to Participate in the Brookline Capital Markets Newport Symposium SAN CARLOS, CA ? July 11, 2022 ? Apexigen, Inc. (?Apexigen?), a clinical-stage company focused on developing innovative antibody-based therapeut
July 6, 2022	424B3	BROOKLINE CAPITAL ACQUISITION CORP. 280 Park Avenue, Suite 43W, New York, NY 10017 PROSPECTUS FOR 16,434,875 SHARES OF COMMON STOCK OF BROOKLINE CAPITAL ACQUISITION CORP. Table of Contents FILED PURSUANT TO RULE 424(B)(3) REGISTRATION NO. 333-264222 BROOKLINE CAPITAL ACQUISITION CORP. 280 Park Avenue, Suite 43W, New York, NY 10017 PROSPECTUS FOR 16,434,875 SHARES OF COMMON STOCK OF BROOKLINE CAPITAL ACQUISITION CORP. On March 17, 2022, Brookline Capital Acquisition Corp., a Delaware corporation (?BCAC?), and Project Barolo Merger Sub, Inc., a Delaware corporation a
July 1, 2022	CORRESP	BROOKLINE CAPITAL ACQUISITION CORP. c/o DLA Piper LLP (US) 555 Mission Street, Suite 2400 San Francisco, California 94105-2933 BROOKLINE CAPITAL ACQUISITION CORP. c/o DLA Piper LLP (US) 555 Mission Street, Suite 2400 San Francisco, California 94105-2933 (415)615-6095 July 1, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Judiciary Plaza Washington, D.C. 20549 RE: .Brookline Capital Acquisition Corp. (the “Company”) Registration Statement on Form S
June 30, 2022	CORRESP	June 30, 2022 DLA Piper LLP (US) 555 Mission St. #2400 San Francisco, California 94105 www.dlapiper.com June 30, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Attention: Jason L. Drory, Christine Westbrook, Li Xiao and Jeanne Baker Re: Brookline Capital Acquisition Corp. Amendment No.3 to Registration Stateme
June 30, 2022	EX-99.1	Brookline Capital Acquisition Corp. Confirms Receipt of Sponsor Funds to Extend Period of Time to Consummate Business Combination and for Additional Working Capital EX-99.1 3 d356252dex991.htm EX-99.1 Exhibit 99.1 Brookline Capital Acquisition Corp. Confirms Receipt of Sponsor Funds to Extend Period of Time to Consummate Business Combination and for Additional Working Capital New York, NY – June 30, 2022 – Brookline Capital Acquisition Corp. (“BCAC”) (Nasdaq: BCAC), a blank check company, also commonly referred to as a special purpose acquisition company, or
June 30, 2022	EX-10.1	Second Amended and Restated Promissory Note dated June 29, 2022 issued in favor of Brookline Capital Holdings, LLC Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY
June 30, 2022	8-K	Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 30, 2022 (June 29, 2022) Date of Report (date of earliest event reported) BROOKLINE CAPITAL ACQUISITION CORP. (Exact name of Registrant as specified in its charter) Delaware 001-39488 85-1260244 (State or other jurisdiction of i
June 30, 2022	EX-99.1	Form of Proxy Card. Exhibit 99.1 YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Brookline Capital Acquisition Corp. 2022 ANNUAL MEETING OF STOCKHOLDERS July 27, 2022 This Proxy is Solicited On Behalf Of The Board Of Directors Vote Your Proxy by mail: Mark, sign and date your proxy card and return it in the postage-paid envelope provided. Please mark your votes like this x p FOLD HERE ? DO NOT SEPARATE ? INSERT IN ENVELOP
June 30, 2022	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 30, 2022 (June 29, 2022) Date of Report (date of earliest event reported) BROO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 30, 2022 (June 29, 2022) Date of Report (date of earliest event reported) BROOKLINE CAPITAL ACQUISITION CORP. (Exact name of Registrant as specified in its charter) Delaware 001-39488 85-1260244 (State or other jurisdiction of i
June 30, 2022	S-4/A	As filed with the Securities and Exchange Commission on June 30, 2022. Table of Contents As filed with the Securities and Exchange Commission on June 30, 2022.
June 29, 2022	425	Apexigen Announces Board Appointment and New Chair Meenu Chhabra Karson appointed to Board succeeding Dr. Kenneth Fong as Chair of the Board Filed by Brookline Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Apexigen, Inc. Commission File No. 001-39488 Date: June 29, 2022 Apexigen Announces Board Appointment and New Chair Meenu Chhabra Karson appointed to Board succeeding Dr. Kenneth Fong as Chair of the Board SAN CARLOS, CA ? June 29, 2022 ? Apexigen, Inc. (?Apexigen? or the ?Company?),
June 27, 2022	EX-2.1	Amendment No. 1 to Business Combination Agreement, dated as of June 26, 2022 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by BCAC on June 27, 2022). Exhibit 2.1 AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT This Amendment No. 1 to Business Combination Agreement dated as of June 26, 2022 (this ?Amendment?) is among Brookline Capital Acquisition Corp., a Delaware corporation (?BCAC?), Project Barolo Merger Sub, Inc., a Delaware corporation (?Merger Sub?), and Apexigen, Inc., a Delaware corporation (the ?Company?). Capitalized terms used but
June 27, 2022	EX-10.15	Change in Control and Severance Plan (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-4/A filed by BCAC on June 27, 2022). Exhibit 10.15 Apexigen, Inc. Executive Change in Control and Severance Plan and Summary Plan Description 1. Introduction. The purpose of this Apexigen, Inc. Executive Change in Control and Severance Plan (this ?Plan?) is to provide assurances of specified benefits to certain employees of the Company Group whose employment could be being involuntarily terminated other than for death, Disability, or
June 27, 2022	EX-10.12	Confirmatory Employment Letter between Apexigen, Inc. and Frank Hsu (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-4/A filed by BCAC on June 27, 2022). Exhibit 10.12 June 24, 2022 Frank Hsu, M.D. c/o Apexigen, Inc. 75 Shoreway Road, Suite C San Carlos, CA 94070 Re: Confirmatory Employment Letter Dear Frank: This letter agreement (the ?Agreement?) is entered into between Frank Hsu, M.D. (?you?) and Apexigen, Inc. (the ?Company? or ?we?). This Agreement is effective as of the date you sign it, as indicated below. The purpose of this Agreement is to
June 27, 2022	EX-10.11	Confirmatory Employment Letter between Apexigen, Inc. and Amy Wong (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-4/A filed by BCAC on June 27, 2022). EX-10.11 4 d323670dex1011.htm EX-10.11 Exhibit 10.11 June 24, 2022 Amy Wong c/o Apexigen, Inc. 75 Shoreway Road, Suite C San Carlos, CA 94070 Re: Confirmatory Employment Letter Dear Amy: This letter agreement (the “Agreement”) is entered into between Amy Wong (“you”) and Apexigen, Inc. (the “Company” or “we”). This Agreement is effective as of the date you sign it, as indicated below. The purpose
June 27, 2022	EX-99.8	Consent of Meenu Karson to be named as a director nominee of the Combined Company. Exhibit 99.8 Consent to be Named as Director In connection with the filing by Brookline Capital Acquisition Corp. (the ?Company?) of the Registration Statement on Form S-4 (as it may be amended from time to time, the ?Registration Statement?) with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to
June 27, 2022	EX-10.10	Confirmatory Employment Letter between Apexigen, Inc. and Xiaodong Yang (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-4/A filed by BCAC on June 27, 2022). Exhibit 10.10 June 24, 2022 Xiaodong Yang, M.D., Ph.D. c/o Apexigen, Inc. 75 Shoreway Road, Suite C San Carlos, CA 94070 Re: Confirmatory Employment Letter Dear Xiaodong: This letter agreement (the ?Agreement?) is entered into between Xiaodong Yang, M.D., Ph.D. (?you?) and Apexigen, Inc. (the ?Company? or ?we?). This Agreement is effective as of the date you sign it, as indicated below. The purpos
June 27, 2022	EX-10.13	Confirmatory Employment Letter between Apexigen, Inc. and Francis Sarena (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-4/A filed by BCAC on June 27, 2022). Exhibit 10.13 June 24, 2022 Francis Sarena c/o Apexigen, Inc. 75 Shoreway Road, Suite C San Carlos, CA 94070 Re: Confirmatory Employment Letter Dear Francis: This letter agreement (the ?Agreement?) is entered into between Francis Sarena (?you?) and Apexigen, Inc. (the ?Company? or ?we?). This Agreement is effective as of the date you sign it, as indicated below. The purpose of this Agreement is to
June 27, 2022	CORRESP	June 27, 2022 CORRESP 1 filename1.htm DLA Piper LLP (US) 555 Mission St. #2400 San Francisco, California 94105 www.dlapiper.com June 27, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Attention: Jason L. Drory, Christine Westbrook, Li Xiao and Jeanne Baker Re: Brookline Capital Acquisition Corp. Amen
June 27, 2022	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 27, 2022 (June 26, 2022) Date of Report (date of earliest event reported) BROOKLINE CAPITAL ACQUISITION CORP. (Exact name of Registrant as specified in its charter) Delaware 001-39488 85-1260244 (State or other jurisdiction of i
June 27, 2022	S-4/A	Annex A Table of Contents As filed with the Securities and Exchange Commission on June 27, 2022.
June 27, 2022	EX-99.1	Form of Proxy Card. Exhibit 99.1 YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Brookline Capital Acquisition Corp. 2022 ANNUAL MEETING OF STOCKHOLDERS [?], 2022 This Proxy is Solicited On Behalf Of The Board Of Directors Vote Your Proxy by mail: Mark, sign and date your proxy card and return it in the postage-paid envelope provided. Please mark your votes like this x p FOLD HERE ? DO NOT SEPARATE ? INSERT IN ENVELOPE PR
June 27, 2022	EX-10.14	Confirmatory Employment Letter between Apexigen, Inc. and William Duke, Jr. (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-4/A filed by BCAC on June 27, 2022). Exhibit 10.14 June 24, 2022 William Duke, Jr. c/o Apexigen, Inc. 75 Shoreway Road, Suite C San Carlos, CA 94070 Re: Confirmatory Employment Letter Dear William: This letter agreement (the ?Agreement?) is entered into between William Duke, Jr. (?you?) and Apexigen, Inc. (the ?Company? or ?we?). This Agreement is effective as of the date you sign it, as indicated below. The purpose of this Agreement
June 15, 2022	425	Corporate Overview JUNE 2022 Filed by Brookline Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Apexigen, Inc. Commission File No. 001-39488 Date: June 14, 2022 Corporate Overview JUNE 2022 Filed by Brookline Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Apexigen, Inc. Commission File No. 001-39488 Date: June 14, 2022 Disclaimer Statements Investor Presentation This investor presentation (the ?Presentation?) is for informational purposes only to assist interested parties in making their own evaluation wit
June 14, 2022	CORRESP	June 14, 2022 CORRESP 1 filename1.htm DLA Piper LLP (US) 555 Mission St. #2400 San Francisco, California 94105 www.dlapiper.com June 14, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Attention: Jason L. Drory, Christine Westbrook, Li Xiao and Jeanne Baker Re: Brookline Capital Acquisition Corp. Amen
June 14, 2022	EX-10.9	Form of Apexigen, Inc. Indemnification Agreement (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-4/A filed by BCAC on May 24, 2022). EX-10.9 2 d323670dex109.htm EX-10.9 Exhibit 10.9 Indemnification Agreement This Indemnification Agreement (this “Agreement”) is dated as of [●], 2022, and is between Apexigen, Inc., a Delaware corporation (the “Company”), and [●], an individual (“Indemnitee”). Recitals A. Indemnitee’s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as directors or o
June 14, 2022	S-4/A	Annex J As filed with the Securities and Exchange Commission on June 14, 2022. Registration No. 333-264222 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BROOKLINE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 85-1260244 (State or other jurisdiction
June 8, 2022	425	Apexigen Appoints William Duke as Chief Financial Officer 425 1 d522071d425.htm 425 Filed by Brookline Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Apexigen, Inc. Commission File No. 001-39488 Date: June 8, 2022 Apexigen Appoints William Duke as Chief Financial Officer SAN CARLOS, CA – June 8, 2022 – Apexigen, Inc. (“Apexigen”), a clinical-stage company focused on developing innovative antibody-based th
June 3, 2022	425	Apexigen Announces Nature Medicine Publication and ASCO Presentation on the Phase 2 PRINCE Trial Showcasing Distinct Biosignatures in Metastatic Pancreatic Cancer Patients Treated with Sotigalimab and/or Nivolumab in Combination with Chemotherapy - D 425 1 d358035d425.htm 425 Filed by Brookline Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Apexigen, Inc. Commission File No. 001-39488 Date: June 3, 2022 Apexigen Announces Nature Medicine Publication and ASCO Presentation on the Phase 2 PRINCE Trial Showcasing Distinct Biosignatures in Metastatic Pancreatic Cancer Patients Treated with Sotigalim
June 2, 2022	8-K	Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 2, 2022 Date of Report (date of earliest event reported) BROOKLINE CAPITAL ACQUISITION CORP. (Exact name of Registrant as specified in its charter) Delaware 001-39488 85-1260244 (State or other jurisdiction of incorporation or o
June 2, 2022	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 2, 2022 Date of Report (date of earliest event reported) BROOKLINE CAPITAL ACQ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 2, 2022 Date of Report (date of earliest event reported) BROOKLINE CAPITAL ACQUISITION CORP. (Exact name of Registrant as specified in its charter) Delaware 001-39488 85-1260244 (State or other jurisdiction of incorporation or o
June 2, 2022	EX-99.1	Brookline Capital Acquisition Corp. Confirms Receipt of Sponsor Funds to Extend Period of Time to Consummate Business Combination and for Additional Working Capital Exhibit 99.1 Brookline Capital Acquisition Corp. Confirms Receipt of Sponsor Funds to Extend Period of Time to Consummate Business Combination and for Additional Working Capital New York, NY ? June 2, 2022 ? Brookline Capital Acquisition Corp. (?BCAC?) (Nasdaq: BCAC), a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, today announced that Brookline
June 2, 2022	EX-10.1	First Amended and Restated Promissory Note dated June 2, 2022 issued in favor of Brookline Capital Holdings, LLC EX-10.1 2 d256173dex101.htm EX-10.1 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM,
May 24, 2022	EX-10.9	Form of Apexigen, Inc. Indemnification Agreement. Exhibit 10.9 Indemnification Agreement This Indemnification Agreement (this ?Agreement?) is dated as of [?], 2022, and is between Apexigen, Inc., a Delaware corporation (the ?Company?), and [?], an individual (?Indemnitee?). Recitals A. Indemnitee?s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as directors or officers of corporations or in certai
May 24, 2022	S-4/A	As filed with the Securities and Exchange Commission on May 23 , 2022. Registration No. 333-264222 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF Table of Contents As filed with the Securities and Exchange Commission on May 23 , 2022.
May 23, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANG-E ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPO Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANG-E ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-
May 23, 2022	CORRESP	May 23, 2022 DLA Piper LLP (US) 555 Mission St. #2400 San Francisco, California 94105 www.dlapiper.com May 23, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Attention: Jeanne Baker, Jason L. Drory, Christine Westbrook and Li Xiao Re: Brookline Capital Acquisition Corp. Registration Statement on Form S-4 File
May 19, 2022	425	1 Filed by Brookline Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Apexigen, Inc. Commission File No. 001-39488 Date: May 19, 2022 The following is a transcript from the Apexigen, Inc. Investor Day conference call held on May 16, 2022. CORPORATE PARTICIPANTS Tara Sobierajski, Event Coordinator, LifeSci Advisors Xiaodong Yang, MD, PhD, President and
May 16, 2022	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-39488 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-39488 NOTIFICATION OF LATE FILING ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? T
May 16, 2022	425	Corporate Overview – Investor Day MAY 16, 2022 Filed by Brookline Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Apexigen, Inc. Commission File No. 001-39488 Date: May 16, 2022 Corporate Overview ? Investor Day MAY 16, 2022 Filed by Brookline Capital Acquisition Corp.
May 9, 2022	425	Apexigen to Host Investor Day on Antibody Therapeutic Pipeline and Unique APXiMAB™ Platform -Webinar to be held Monday, May 16th at 8:00 a.m. PT/ 11:00 a.m. ET- 425 1 d345757d425.htm 425 Filed by Brookline Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Apexigen, Inc. Commission File No. 001-39488 Date: May 9, 2022 Apexigen to Host Investor Day on Antibody Therapeutic Pipeline and Unique APXiMAB™ Platform -Webinar to be held Monday, May 16th at 8:00 a.m. PT/ 11:00 a.m. ET- SAN CARLOS, CA – May 9, 2022 – Ape
May 3, 2022	EX-10.1	Promissory Note dated May 2, 2022 issued in favor of Brookline Capital Holdings, LLC Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY
May 3, 2022	8-K	Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 2, 2022 Date of Report (date of earliest event reported) BROOKLINE CAPITAL ACQUISITION CORP. (Exact name of Registrant as specified in its charter) Delaware 001-39488 85-1260244 (State or other jurisdiction of incorporation or or
May 3, 2022	EX-99.1	Brookline Capital Acquisition Corp. Confirms Receipt of Sponsor Funds to Extend Period of Time to Consummate Business Combination and for Additional Working Capital Exhibit 99.1 Brookline Capital Acquisition Corp. Confirms Receipt of Sponsor Funds to Extend Period of Time to Consummate Business Combination and for Additional Working Capital New York, NY ? May 2, 2022 ? Brookline Capital Acquisition Corp. (?BCAC?) (Nasdaq: BCAC), a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, today announced that Brookline C
May 3, 2022	EX-10.2	Promissory Note dated May 2, 2022 issued in favor of Brookline Capital Holdings, LLC Exhibit 10.2 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY
April 26, 2022	8-K	Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 26, 2022 Date of Report (date of earliest event reported) BROOKLINE CAPITAL ACQUISITION CORP. (Exact name of Registrant as specified in its charter) Delaware 001-39488 85-1260244 (State or other jurisdiction of incorporation or
April 26, 2022	EX-99.1	Brookline Capital Acquisition Corp. Announces Stockholder Approval of Extension Amendment to Complete its Business Combination with Apexigen, Inc. Exhibit 99.1 Brookline Capital Acquisition Corp. Announces Stockholder Approval of Extension Amendment to Complete its Business Combination with Apexigen, Inc. New York, NY ? April 26, 2022 ? Brookline Capital Acquisition Corp. (?BCAC?) (Nasdaq: BCAC), a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of entering into a merge
April 26, 2022	EX-3.1	Certificate of Amendment to Amended and Restated Certificate of Incorporation Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BROOKLINE CAPITAL ACQUISITION CORP. Brookline Capital Acquisition Corp., a corporation organized and existing under the by virtue of the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify: 1. The name of the corporation is Brookline Capital Acquisition Corp. The corporat
April 22, 2022	425	Register and Attend Filed by Brookline Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Apexigen, Inc. Commission File No. 001-39488 Date: April 22, 2022 Investor Day Hosted by Apexigen Monday, May 16, 2022 11:00 AM EDT Apexigen, a clinical-stage company focused on developing innovative antibody-based therapeutics for the treatment of cancer with a focus on immuno-oncol
April 13, 2022	SC 13G	BCACW / Brookline Capital Acquistion Corp Warrant / Feis Lawrence Michael - SCHEDULE 13G Passive Investment Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
April 11, 2022	EX-99.5	Consent of Gordon Ringold to be named as a director nominee of the Combined Company. Exhibit 99.5 Consent to be Named as Director In connection with the filing by Brookline Capital Acquisition Corp. (the ?Company?) of the Registration Statement on Form S-4 (as it may be amended from time to time, the ?Registration Statement?) with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to
April 11, 2022	EX-99.3	Consent of Herb Cross to be named as a director nominee of the Combined Company. Exhibit 99.3 Consent to be Named as Director In connection with the filing by Brookline Capital Acquisition Corp. (the ?Company?) of the Registration Statement on Form S-4 (as it may be amended from time to time, the ?Registration Statement?) with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to
April 11, 2022	EX-99.6	Consent of Scott Smith to be named as a director nominee of the Combined Company. Exhibit 99.6 Consent to be Named as Director In connection with the filing by Brookline Capital Acquisition Corp. (the ?Company?) of the Registration Statement on Form S-4 (as it may be amended from time to time, the ?Registration Statement?) with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to
April 11, 2022	EX-FILING FEES	Filing Fee Table EX-FILING FEES 10 d323670dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Brookline Capital Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) (2) Proposed Maximum Offering Price Per Share Maximum Aggregate Offerin
April 11, 2022	EX-99.2	Consent of Xiaodong Yang, M.D., Ph.D. to be named as a director nominee of the Combined Company. Exhibit 99.2 Consent to be Named as Director In connection with the filing by Brookline Capital Acquisition Corp. (the ?Company?) of the Registration Statement on Form S-4 (as it may be amended from time to time, the ?Registration Statement?) with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to
April 11, 2022	EX-99.7	Consent of Dan Zabrowski, Ph.D. to be named as a director nominee of the Combined Company. Exhibit 99.7 Consent to be Named as Director In connection with the filing by Brookline Capital Acquisition Corp. (the ?Company?) of the Registration Statement on Form S-4 (as it may be amended from time to time, the ?Registration Statement?) with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to
April 11, 2022	EX-99.4	Consent of Jakob Dupont, M.D. to be named as a director nominee of the Combined Company. Exhibit 99.4 Consent to be Named as Director In connection with the filing by Brookline Capital Acquisition Corp. (the ?Company?) of the Registration Statement on Form S-4 (as it may be amended from time to time, the ?Registration Statement?) with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to
April 11, 2022	S-4	Registration Rights and Lock-Up Agreement, dated March 17, 2022, by and among BCAC and certain equityholders named therein (incorporated by reference to Exhibit 10.3 to BCAC’s Registration Statement on Form S-4 filed with the SEC on April 11, 2022). As filed with the Securities and Exchange Commission on April 8, 2022. Registration No. 333-[?] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BROOKLINE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 85-1260244 (State or other jurisdiction of incorporation or or
April 7, 2022	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2021 OR ☐ Transition Report Pursuant t Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2021 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Transition Period from to Commission File Number 001-39488 Broo
March 31, 2022	NT 10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-39488 CUSIP Number: NOTIFICATION OF LATE FILING ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For NT 10-K 1 d286698dnt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-39488 CUSIP Number: 11374E104 11374E112 NOTIFICATION OF LATE FILING ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F
March 28, 2022	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ DEF 14A 1 d325246ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as
March 18, 2022	EX-10.4	Form of PIPE Subscription Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by BCAC on March 18, 2022). EX-10.4 6 d336930dex104.htm EX-10.4 Exhibit 10.4 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 17, 2022, by and between Brookline Capital Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned [•] (the “Subscriber”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed t
March 18, 2022	EX-10.5	Lincoln Park Purchase Agreement (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by BCAC on March 18, 2022). Exhibit 10.5 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the ?Agreement?), dated as of March 17, 2022 by and among BROOKLINE CAPITAL ACQUISITION CORP., a Delaware corporation (the ?Company?), APEXIGEN, INC., a Delaware corporation (?Apexigen?) and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the ?Investor?). WHEREAS: Pursuant to that certain Business Combination Agreement
March 18, 2022	EX-10.3	Sponsor Support Agreement, dated March 17, 2022, by and among BCAC, Apexigen, and the Sponsor (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by BCAC on March 18, 2022). Exhibit 10.3 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this ?Agreement?), dated as of March 17, 2022, is entered into by and among Brookline Capital Holdings, LLC, a Delaware limited liability company (the ?Sponsor?), Brookline Capital Acquisition Corp., a Delaware corporation (?BCAC?), and Apexigen, Inc., a Delaware corporation (the ?Company?). RECITALS WHEREAS, concurrently herew
March 18, 2022	EX-10.4	SUBSCRIPTION AGREEMENT Exhibit 10.4 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on March 17, 2022, by and between Brookline Capital Acquisition Corp., a Delaware corporation (the ?Company?), and the undersigned [?] (the ?Subscriber?). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination A
March 18, 2022	8-K	Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 M?arch 17, 2022 (March 18, 2022) Date of Report (date of earliest event reported) Brookline Capital Acquisition Corp. (Exact name of Registrant as specified in its charter) Delaware 001-39488 85-1260244 (State or other jurisdiction o
March 18, 2022	EX-99.1	Apexigen and Brookline Capital Acquisition Corp. Announce Business Combination Agreement to Create Publicly Listed Immuno-oncology Company - Healthcare institutional investors and insiders commit $15 million through private investment in public equit Exhibit 99.1 Apexigen and Brookline Capital Acquisition Corp. Announce Business Combination Agreement to Create Publicly Listed Immuno-oncology Company - Healthcare institutional investors and insiders commit $15 million through private investment in public equity (?PIPE?) - - Lincoln Park Capital has committed to purchase up to $50 million of common stock - - Proceeds to advance the Phase 2 devel
March 18, 2022	EX-10.3	SPONSOR SUPPORT AGREEMENT Exhibit 10.3 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this ?Agreement?), dated as of March 17, 2022, is entered into by and among Brookline Capital Holdings, LLC, a Delaware limited liability company (the ?Sponsor?), Brookline Capital Acquisition Corp., a Delaware corporation (?BCAC?), and Apexigen, Inc., a Delaware corporation (the ?Company?). RECITALS WHEREAS, concurrently herew
March 18, 2022	EX-10.2	REGISTRATION RIGHTS AND LOCK-UP AGREEMENT Exhibit 10.2 REGISTRATION RIGHTS AND LOCK-UP AGREEMENT This Registration Rights and Lock-Up Agreement (this ?Agreement?) is made and entered into as of March 17, 2022 by and among Brookline Capital Acquisition Corp., a Delaware corporation (the ?Company?), and the parties listed on Schedule A hereto (each, a ?Holder? and collectively, the ?Holders?). Any capitalized term used but not defined herei
March 18, 2022	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 18, 2022 Date of Report (date of earliest event reported) Brookline Capital A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 18, 2022 Date of Report (date of earliest event reported) Brookline Capital Acquisition Corp. (Exact name of Registrant as specified in its charter) Delaware 001-39488 85-1260244 (State or other jurisdiction of incorporation or
March 18, 2022	EX-10.1	Stockholder Support Agreement, dated March 17, 2022, by and among BCAC, Apexigen, and certain stockholders of Apexigen (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by BCAC on March 18, 2022). Exhibit 10.1 STOCKHOLDER SUPPORT AGREEMENT STOCKHOLDER SUPPORT AGREEMENT, dated as of March 17, 2022 (this ?Agreement?), by and among Brookline Capital Acquisition Corp., a Delaware corporation (?BCAC?), and certain of the stockholders of Apexigen, Inc., a Delaware corporation (the ?Company?), whose names appear on the signature pages of this Agreement (each, a ?Stockholder? and, collectively, the
March 18, 2022	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 18, 2022 Date of Report (date of earliest event reported) Brookline Capital Acquisition Corp. (Exact name of Registrant as specified in its charter) Delaware 001-39488 85-1260244 (State or other jurisdiction of incorporation or
March 18, 2022	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi
March 18, 2022	EX-99.2	Disclaimer Statements Investor Presentation This investor presentation (the “Presentation”) is for informational purposes only to assist interested parties in making their own evaluation with respect the proposed business combination (the “Business C MARCH 18, 2022 Combination of Apexigen, Inc. and Brookline Capital Acquisition Corp. Exhibit 99.2 Disclaimer Statements Investor Presentation This investor presentation (the ?Presentation?) is for informational purposes only to assist interested parties in making their own evaluation with respect the proposed business combination (the ?Business Combination?) between Apexigen, Inc. (?Apexigen?) and
March 18, 2022	EX-99.1	VIAVID communications simplified. Apexigen and Brookline Capital Acquisition Corp. Joint Conference Call Mar 18, 2022 Exhibit 99.1 VIAVID communications simplified. Apexigen and Brookline Capital Acquisition Corp. Joint Conference Call Mar 18, 2022 CORPORATE PARTICIPANTS Dr. Samuel P. Wertheimer, Chairman and Chief Executive Officer, Brookline Capital Acquisition Corp. Francis Sarena, Chief Operating Officer, Apexigen, Inc. Dr. Xiaodong Yang, Chief Executive Officer, Apexigen, Inc. PRESENTATION Operator Good morn
March 18, 2022	EX-99.1	Apexigen and Brookline Capital Acquisition Corp. Announce Business Combination Agreement to Create Publicly Listed Immuno-oncology Company - Healthcare institutional investors and insiders commit $15 million through private investment in public equit Exhibit 99.1 Apexigen and Brookline Capital Acquisition Corp. Announce Business Combination Agreement to Create Publicly Listed Immuno-oncology Company - Healthcare institutional investors and insiders commit $15 million through private investment in public equity (?PIPE?) - - Lincoln Park Capital has committed to purchase up to $50 million of common stock - - Proceeds to advance the Phase 2 devel
March 18, 2022	EX-99.2	Disclaimer Statements Investor Presentation This investor presentation (the “Presentation”) is for informational purposes only to assist interested parties in making their own evaluation with respect the proposed business combination (the “Business C MARCH 18, 2022 Combination of Apexigen, Inc. and Brookline Capital Acquisition Corp. Exhibit 99.2 Disclaimer Statements Investor Presentation This investor presentation (the ?Presentation?) is for informational purposes only to assist interested parties in making their own evaluation with respect the proposed business combination (the ?Business Combination?) between Apexigen, Inc. (?Apexigen?) and
March 18, 2022	EX-10.6	REGISTRATION RIGHTS AGREEMENT Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of March 17, 2022, by and among BROOKLINE CAPITAL ACQUISITION CORP., a Delaware corporation (the ?Company?), APEXIGEN, INC., a Delaware corporation (?Apexigen?), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the ?Buyer?). Capita
March 18, 2022	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 17, 2022 (March 18, 2022) Date of Report (date of earliest event reported) Br UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 17, 2022 (March 18, 2022) Date of Report (date of earliest event reported) Brookline Capital Acquisition Corp. (Exact name of Registrant as specified in its charter) Delaware 001-39488 85-1260244 (State or other jurisdiction of
March 18, 2022	EX-2.1	BUSINESS COMBINATION AGREEMENT by and among BROOKLINE CAPITAL ACQUISITION CORP., PROJECT BAROLO MERGER SUB, INC., APEXIGEN, INC. Dated as of March 17, 2022 Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among BROOKLINE CAPITAL ACQUISITION CORP., PROJECT BAROLO MERGER SUB, INC., and APEXIGEN, INC. Dated as of March 17, 2022 Table of Contents Page ARTICLE I DEFINITIONS 3 Section 1.01 Certain Definitions 3 Section 1.02 Further Definitions 13 Section 1.03 Construction 15 ARTICLE II AGREEMENT AND PLAN OF MERGER 16 Section 2.01 The Mer
March 18, 2022	EX-10.5	PURCHASE AGREEMENT EX-10.5 7 d336930dex105.htm EX-10.5 Exhibit 10.5 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the “Agreement”), dated as of March 17, 2022 by and among BROOKLINE CAPITAL ACQUISITION CORP., a Delaware corporation (the “Company”), APEXIGEN, INC., a Delaware corporation (“Apexigen”) and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). WHEREAS: Pursuant to that ce
March 18, 2022	EX-2.1	Business Combination Agreement, dated as of March 17, 2022 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by BCAC on March 18, 2022). EX-2.1 2 d336930dex21.htm EX-2.1 Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among BROOKLINE CAPITAL ACQUISITION CORP., PROJECT BAROLO MERGER SUB, INC., and APEXIGEN, INC. Dated as of March 17, 2022 Table of Contents Page ARTICLE I DEFINITIONS 3 Section 1.01 Certain Definitions 3 Section 1.02 Further Definitions 13 Section 1.03 Construction 15 ARTICLE II AGREEMENT AND PLAN
March 18, 2022	EX-10.6	Registration Rights Agreement (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by BCAC on March 18, 2022). EX-10.6 8 d336930dex106.htm EX-10.6 Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 17, 2022, by and among BROOKLINE CAPITAL ACQUISITION CORP., a Delaware corporation (the “Company”), APEXIGEN, INC., a Delaware corporation (“Apexigen”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it per
March 18, 2022	EX-10.2	Registration Rights and Lock-Up Agreement, dated March 17, 2022, by and among BCAC and certain equityholders named therein (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by BCAC on March 18, 2022). Exhibit 10.2 REGISTRATION RIGHTS AND LOCK-UP AGREEMENT This Registration Rights and Lock-Up Agreement (this ?Agreement?) is made and entered into as of March 17, 2022 by and among Brookline Capital Acquisition Corp., a Delaware corporation (the ?Company?), and the parties listed on Schedule A hereto (each, a ?Holder? and collectively, the ?Holders?). Any capitalized term used but not defined herei
March 18, 2022	EX-10.1	STOCKHOLDER SUPPORT AGREEMENT Exhibit 10.1 STOCKHOLDER SUPPORT AGREEMENT STOCKHOLDER SUPPORT AGREEMENT, dated as of March 17, 2022 (this ?Agreement?), by and among Brookline Capital Acquisition Corp., a Delaware corporation (?BCAC?), and certain of the stockholders of Apexigen, Inc., a Delaware corporation (the ?Company?), whose names appear on the signature pages of this Agreement (each, a ?Stockholder? and, collectively, the
February 14, 2022	SC 13G	BCACW / Brookline Capital Acquistion Corp Warrant / PERISCOPE CAPITAL INC. - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Brookline Capital Acquisition Corp (Name of Issuer) Class A common share, $0.0001 par value (Title of Class of Securities) 11374E104 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi
February 4, 2022	SC 13G	BCACW / Brookline Capital Acquistion Corp Warrant / Kepos Capital LP - BROOKLINE CAPITAL ACQUISITION CORP. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Brookline Capital Acquisition Corp. (Name of Issuer) Class A Common Shares, par value $0.0001 per share (Title of Class of Securities) 11374E104 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to design
December 15, 2021	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2021 BROOKLINE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39488 85-1260244 (State or other Jurisdiction of Incorporatio
December 9, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSU Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BROOKLINE CAPITAL ACQUISITION CO
November 24, 2021	8-K	Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2021 BROOKLINE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39488 85-1260244 (State or other jurisdiction of incorporatio
November 24, 2021	8-K/A	Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 2021 BROOKLINE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39488 85-1260244 (State or other jurisdic
November 15, 2021	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-39488 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-39488 NOTIFICATION OF LATE FILING ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q
August 16, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT T Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BROOKLINE CAPITAL ACQUISITION CORP. (
June 7, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BROOKLINE CAPITAL ACQUISITION CORP.
June 4, 2021	EX-99.1	Brookline Capital Acquisition Corp. Receives Noncompliance Notice Regarding Late Form 10-Q Filing From Nasdaq EX-99.1 2 d194038dex991.htm EX-99.1 Exhibit 99.1 Brookline Capital Acquisition Corp. Receives Noncompliance Notice Regarding Late Form 10-Q Filing From Nasdaq New York, NY, June 4, 2021 /BUSINESS WIRE/ — Brookline Capital Acquisition Corp. (Nasdaq: “BCACU” or the “Company”) announces that on May 28, 2021, as a result of its failure to timely file with the Securities and Exchange Commission (“SEC”)
June 4, 2021	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2021 BROOKLINE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39488 85-1260244 (State or other Jurisdiction of Incorporation) (C
May 17, 2021	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-39488 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: NT 10-Q 1 d177784dnt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-39488 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K
March 10, 2021	SC 13G/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Brookline Capital Acquisition Corp (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 11374E203 (CUSIP Number) February 28, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule
February 18, 2021	EX-99.1	Brookline Capital Acquisition Corp. Announces the Separate Trading of its Common Stock and Warrants, Commencing February 22, 2021 Exhibit 99.1 Brookline Capital Acquisition Corp. Announces the Separate Trading of its Common Stock and Warrants, Commencing February 22, 2021 New York, NY, Feb. 18, 2021 (GLOBE NEWSWIRE) - Brookline Capital Acquisition Corp. (NASDAQ: BCACU) (the ?Company?) announced today that, commencing February 22, 2021, holders of the 5,750,000 units sold in the Company?s initial public offering may elect to
February 18, 2021	8-K	Financial Statements and Exhibits, Other Events 8-K 1 ea135968-8kbrookline.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2021 BROOKLINE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39488 85-126024
February 12, 2021	SC 13D	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Brookline Capital Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 113 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Brookline Capital Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 11374E 104 (CUSIP Number) Samuel P. Wertheimer Chief Executive Officer 600 Lexington Avenue 33rd Floor New York, NY 10022 Telephone: (646) 603-6716 (Name
February 12, 2021	EX-99.1	JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT AGREEMENT dated as of February 12, 2021 by and between Brookline Capital Holdings LLC, a Delaware limited liability company and William B. Buchanan, Jr. (together, the ?Parties?). Each Party hereto represents to the other Party that it is eligible to use Schedule 13D to report its beneficial ownership of common stock, $0.0001 par value per share, of Brookline Ca
February 10, 2021	SC 13G	Brookline Capital Acquisition Corp SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Brookline Capital Acquisition Corp (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 11374E203 (CUSIP Number) January 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic
February 8, 2021	EX-99.1	BROOKLINE CAPITAL ACQUISITION CORP. Exhibit 99.1 BROOKLINE CAPITAL ACQUISITION CORP. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 2, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Brookline Capital Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying balance
February 8, 2021	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2021 (February 2, 2021) Brookline Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39488 85-1260244 (State or other jurisdicti
February 2, 2021	EX-1.1	Underwriting Agreement, dated January 28, 2021, by and among the Company and Brookline Capital Holdings LLC, as representatives of the several underwriters. Exhibit 1.1 5,000,000 Units Brookline Capital Acquisition Corp. UNDERWRITING AGREEMENT January 28, 2021 Ladenburg Thalmann & Co. Inc. 277 Park Avenue, 26th floor New York, New York 10172 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Brookline Capital Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with L
February 2, 2021	EX-99.1	Brookline Capital Acquisition Corp. Announces Pricing of $50,000,000 Initial Public Offering Exhibit 99.1 Brookline Capital Acquisition Corp. Announces Pricing of $50,000,000 Initial Public Offering New York, NY, Jan. 28, 2021 (GLOBE NEWSWIRE) - Brookline Capital Acquisition Corp. (the “Company”) announced today that it priced its initial public offering of 5,000,000 units at $10.00 per unit. The units will be listed on the Nasdaq Capital Market (“Nasdaq”) and will begin trading tomorrow,
February 2, 2021	EX-3.1	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to BCAC’s Current Report on Form 8-K filed with the SEC on February 2, 2021). Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BROOKLINE CAPITAL ACQUISITION CORP. January 28, 2021 Brookline Capital Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Brookline Capital Acquisition Corp.”. The original certificate of incorporation
February 2, 2021	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 2, 2021 (January 28, 2021) Brookline Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39488 85-1260244 (State or other jurisdicti
February 2, 2021	EX-10.1	Letter Agreement, dated January 28, 2021, by and among the Company, its officers, its directors and the Sponsor. Exhibit 10.1 January 28, 2021 Brookline Capital Acquisition Corp. 600 Lexington Avenue, 33rd Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Brookline Capital Acquisition Corp., a Delaware corporation (the
February 2, 2021	EX-10.5	Unit Subscription Agreement, dated January 28, 2021, by and between the Company and the Sponsor. Exhibit 10.5 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 28th day of January 2021, by and between Brookline Capital Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 600 Lexington Avenue, 33rd Floor, New York, NY 10022, and Brookline Capital Holdings LLC, a Delaware limited liability company (t
February 2, 2021	EX-99.2	Brookline Capital Acquisition Corp. Completes Closing of $57,500,000 Initial Public Offering Exhibit 99.2 Brookline Capital Acquisition Corp. Completes Closing of $57,500,000 Initial Public Offering New York, NY, February 2, 2021 (GLOBE NEWSWIRE) – Brookline Capital Acquisition Corp. (NASDAQ: BCACU) (the “Company”) announced today that it closed its initial public offering of 5,750,000 units, including the exercise in full of the underwriters’ 45-day option to purchase up to an additional
February 2, 2021	EX-10.4	Administrative Support Agreement, dated January 28, 2021, by and between the Company and Brookline Capital Markets, a division of Arcadia Securities, LLC. Exhibit 10.4 Brookline Capital Acquisition Corp. 600 Lexington Avenue, 33rd Floor New York, NY 10022 January 28, 2021 Brookline Capital Markets, a division of Arcadia Securities, LLC 600 Lexington Avenue, 33rd Floor New York, NY 10022 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Brookline Capital Acquisition Corp. (the “Company”) and Brookline Cap
February 2, 2021	EX-10.3	Form of Registration Rights Agreement between the Registrant and certain security holders (incorporated by reference to Exhibit 10.3 filed on the Company’s Current Report on Form 8-K filed by the Company on February 2, 2021) Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 28, 2021, is made and entered into by and among Brookline Capital Acquisition Corp., a Delaware corporation (the “Company”), Brookline Capital Holdings LLC, a Delaware limited liability company (the “Sponsor”) and Ladenburg Thalmann & Co. Inc. (together with employees of Ladenburg
February 2, 2021	EX-10.2	Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant (incorporated by reference to Exhibit 10.2 filed on the Company’s Current Report on Form 8-K filed by the Company on February 2, 2021) Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 28, 2021, by and between Brookline Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File N
February 2, 2021	EX-4.1	Warrant Agreement, dated January 28, 2021, by and between BCAC’s and Continental Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.1 to BCAC’s Current Report on Form 8-K filed with the SEC on February 2, 2021). Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 28, 2021, is by and between Brookline Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an ini
January 29, 2021	424B4	$50,000,000 Brookline Capital Acquisition Corp. 5,000,000 Units PROSPECTUS FILED PURSUANT TO RULE 424(B)(4) REGISTRATION NO. 333-246287 $50,000,000 Brookline Capital Acquisition Corp. 5,000,000 Units Brookline Capital Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, which we refer to as our initial b
January 27, 2021	8-A12B/A	- AMENDMENT NO. 1 TO FORM 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Brookline Capital Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 85- 1260244 (State of Incorporation or Organization) (I.R.S. Employer Ident
January 7, 2021	EX-10.1	Form of Letter Agreement among the Registrant and our officers, directors and Brookline Capital Holdings, LLC* Exhibit 10.1 [], 2021 Brookline Capital Acquisition Corp. 600 Lexington Avenue, 33rd Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Brookline Capital Acquisition Corp., a Delaware corporation (the “Company
January 7, 2021	S-1/A	- AMENDMENT NO. 3 TO FORM S-1 As filed with the U.S. Securities and Exchange Commission on January 7, 2021. Registration No. 333-246287 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Brookline Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-1260244 (State or other jurisd
January 7, 2021	EX-10.2	Amended and Restated Promissory Note, dated December 30, 2020, issued to Brookline Capital Holdings, LLC* Exhibit 10.2 THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBS
January 7, 2021	EX-4.4	Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant* Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [], is by and between Brookline Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an initial public of
January 7, 2021	EX-10.3	Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant* Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2021, by and between Brookline Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-2
January 7, 2021	EX-10.7	Form of Placement Unit Purchase Agreement between the Registrant and Brookline Capital Holdings, LLC* Exhibit 10.7 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [] day of 2021, by and between Brookline Capital Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 600 Lexington Avenue, 33rd Floor, New York, NY 10022, and Brookline Capital Holdings LLC, a Delaware limited liability company (the “Subscr
January 7, 2021	EX-3.2	Form of Amended and Restated Certificate of Incorporation* Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BROOKLINE CAPITAL ACQUISITION CORP. [], 2021 Brookline Capital Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Brookline Capital Acquisition Corp.”. The original certificate of incorporation of the C
January 7, 2021	EX-10.4	Form of Registration Rights Agreement between the Registrant and certain security holders* Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [], 2021, is made and entered into by and among Brookline Capital Acquisition Corp., a Delaware corporation (the “Company”), Brookline Capital Holdings LLC, a Delaware limited liability company (the “Sponsor”) and Ladenburg Thalmann & Co. Inc. (together with employees of Ladenburg listed o
January 7, 2021	EX-1.1	Form of Underwriting Agreement* Exhibit 1.1 5,000,000 Units Brookline Capital Acquisition Corp. UNDERWRITING AGREEMENT , 2021 Ladenburg Thalmann & Co. Inc. 277 Park Avenue, 26th floor New York, New York 10172 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Brookline Capital Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Ladenburg T
January 7, 2021	EX-4.1	Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 3 to BCAC’s Registration Statement on Form S-1 filed with the SEC on January 7, 2021). Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 11374E 203 BROOKLINE CAPITAL ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE-HALF OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per sha
September 3, 2020	8-A12B	- REGISTRATION OF CERTAIN CLASSES OF SECURITIES 8-A12B 1 ea126381-8a12bbrooklinecap.htm REGISTRATION OF CERTAIN CLASSES OF SECURITIES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Brookline Capital Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 85- 12602
August 26, 2020	EX-1.1	Form of Underwriting Agreement* Exhibit 1.1 5,000,000 Units Brookline Capital Acquisition Corp. UNDERWRITING AGREEMENT , 2020 Ladenburg Thalmann & Co. Inc. 277 Park Avenue, 26th floor New York, New York 10172 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Brookline Capital Acquisition Corp., a Delaware corporation (?Company?), hereby confirms its agreement with Ladenburg T
August 26, 2020	EX-10.3	Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1/A (File No. 333-246287), filed with the Securities and Exchange Commission on August 26, 2020). Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of September [], 2020, by and between Brookline Capital Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statements on Form S-1, Fil
August 26, 2020	EX-10.4	Form of Registration Rights Agreement between the Company and certain security holders (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1/A (File No. 333-246287), filed with the Securities and Exchange Commission on August 26, 2020). Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of September [], 2020, is made and entered into by and among Brookline Capital Acquisition Corp., a Delaware corporation (the ?Company?), Brookline Capital Holdings LLC, a Delaware limited liability company (the ?Sponsor?) and Ladenburg Thalmann & Co. Inc. (together with employees of Ladenbur
August 26, 2020	EX-3.2	Form of Amended and Restated Certificate of Incorporation* Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BROOKLINE CAPITAL ACQUISITION CORP. September [], 2020 Brookline Capital Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Brookline Capital Acquisition Corp.”. The original certificate of incorporatio
August 26, 2020	EX-4.4	Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1/A (File No. 333-246287), filed with the Securities and Exchange Commission on August 26, 2020). Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [], is by and between Brookline Capital Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?, also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is engaged in an initial public of
August 26, 2020	S-1/A	- REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on August 26, 2020. Registration No. 333-246287 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Brookline Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-1260244 (State or other jurisd
August 26, 2020	EX-99.6	Consent of Scott A. Katzmann* Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Brookline Capital Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of by
August 26, 2020	EX-10.7	Form of Placement Unit Purchase Agreement between the Registrant and Brookline Capital Holdings, LLC* Exhibit 10.7 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) is made as of the [] day of September 2020, by and between Brookline Capital Acquisition Corp., a Delaware corporation (the ?Company?), having its principal place of business at 600 Lexington Avenue, 33rd Floor, New York, NY 10022, and Brookline Capital Holdings LLC, a Delaware limited liability company (t
August 26, 2020	EX-10.1	Form of Letter Agreement among the Registrant and our officers, directors and Brookline Capital Holdings, LLC* Exhibit 10.1 [], 2020 Brookline Capital Acquisition Corp. 600 Lexington Avenue, 33rd Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Brookline Capital Acquisition Corp., a Delaware corporation (the ?Company
August 26, 2020	EX-4.1	Specimen Unit Certificate* Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 11374E 203 BROOKLINE CAPITAL ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND THREE QUARTERS OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of common stock, par value $0.0001 p
August 24, 2020	EX-10.4	Form of Registration Rights Agreement between the Registrant and certain security holders* Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September [], 2020, is made and entered into by and among Brookline Capital Acquisition Corp., a Delaware corporation (the “Company”), Brookline Capital Holdings LLC, a Delaware limited liability company (the “Sponsor”) and Ladenburg Thalmann & Co. Inc. (together with employees of Ladenbur
August 24, 2020	EX-99.2	Form of Compensation Committee Charter** Exhibit 99.2 BROOKLINE CAPITAL ACQUISITION CORP. COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the “Committee”) of the Board of Directors of Brookline Capital Acquisition Corp., a Delaware corporation (the “Company”), shall have responsibility for the compensation of the Company’s executive officers, including the Company’s Chief Executive Officer (the “CEO”), and for incen
August 24, 2020	EX-10.7	Form of Placement Unit Purchase Agreement between the Registrant and Brookline Capital Holdings, LLC* Exhibit 10.7 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [] day of September 2020, by and between Brookline Capital Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 600 Lexington Avenue, 33rd Floor, New York, NY 10022, and Brookline Capital Holdings LLC, a Delaware limited liability company (t
August 24, 2020	EX-10.9	Form of Administrative Support Agreement by and between the Registrant and Brookline Capital Markets.** Exhibit 10.9 Brookline Capital Acquisition Corp. 600 Lexington Avenue, 33rd Floor New York, NY 10022 September [], 2020 Brookline Capital Markets, a division of Arcadia Securities, LLC 600 Lexington Avenue, 33rd Floor New York, NY 10022 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Brookline Capital Acquisition Corp. (the “Company”) and Brookline C
August 24, 2020	EX-4.2	Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to BCAC’s Registration Statement on Form S-1 filed with the SEC on August 24, 2020). EX-4.2 5 ea125854ex4-2brooklinecap.htm SPECIMEN COMMON STOCK CERTIFICATE Exhibit 4.2 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 11374E 104 BROOKLINE CAPITAL ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF BROOKLI
August 24, 2020	EX-10.8	Form of Indemnity Agreement** Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September [], 2020, by and between Brookline Capital Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided
August 24, 2020	EX-1.1	Form of Underwriting Agreement* Exhibit 1.1 5,000,000 Units Brookline Capital Acquisition Corp. UNDERWRITING AGREEMENT , 2020 Ladenburg Thalmann & Co. Inc. 277 Park Avenue, 26th floor New York, New York 10172 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Brookline Capital Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Ladenburg T

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