Statement of Ownership (sc 13g)
09 August 2022 - 2:19AM
Edgar (US Regulatory)
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
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
| ¨ |
Rule 13d-1(b) |
| x |
Rule 13d-1(c) |
| ¨ |
Rule 13d-1(d) |
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in
a prior cover page.
The information required in the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP No. 03759B102
| 1. |
Names of Reporting Persons
Decheng Capital China Life Sciences USD Fund II, L.P. |
| |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a) |
¨ |
| |
(b) |
x(1) |
| |
| 3. |
SEC Use Only |
| |
| 4. |
Citizenship or Place of Organization
Cayman Islands |
Number of Shares
Beneficially Owned by Each
Reporting Person With |
5. |
Sole Voting Power
0 shares |
| |
| |
6. |
Shared Voting Power
1,894,551 shares of common stock (2) |
| |
| |
7. |
Sole Dispositive Power
0 shares |
| |
| |
8. |
Shared Dispositive Power
1,894,551 shares of common stock (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,894,551 shares of common stock (2) |
| |
|
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| |
|
| 11. |
Percent of Class Represented by Amount in Row (9)
8.8% of common stock (3) |
| |
|
| 12. |
Type of Reporting Person (See Instructions)
PN |
| (1) | This statement on Schedule 13G is filed by Decheng
Capital China Life Sciences USD Fund II, L.P. (“Decheng Fund II”), Decheng Capital Management II (Cayman), LLC (“Decheng
II GP”) and Xiangmin Cui, the sole managing director of Decheng II GP (Xiangmin Cui, collectively with Decheng Fund II and
Decheng II GP, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes
of this Schedule 13G. |
| (2) | Such 1,894,551 shares of common stock are held directly by Decheng Fund II. Decheng II GP is the general
partner of Decheng Fund II and Xiangmin Cui, the founder and managing director of Decheng Capital, is the sole managing director and sole
voting shareholder of Decheng II GP. Each of Decheng II GP and Xiangmin Cui may exercise voting and dispositive power over these shares
directly held by Decheng Fund II. |
| (3) | The beneficial ownership percentage is calculated based on 21,445,035 shares of common stock as reported
in the Issuer’s Form 8-K filed with the SEC on August 4, 2022. |
CUSIP No. 03759B102
| 1. |
Names of Reporting Persons
Decheng Capital Management II (Cayman), LLC |
| |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a) |
¨ |
| |
(b) |
x(1) |
| |
| 3. |
SEC Use Only |
| |
| 4. |
Citizenship or Place of Organization
Cayman Islands |
Number of Shares
Beneficially Owned by Each
Reporting Person With |
5. |
Sole Voting Power
0 |
| |
| |
6. |
Shared Voting Power
1,894,551 shares of common stock (2) |
| |
| |
7. |
Sole Dispositive Power
0 |
| |
| |
8. |
Shared Dispositive Power
1,894,551 shares of common stock (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,894,551 shares of common stock (2) |
| |
|
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| |
|
| 11. |
Percent of Class Represented by Amount in Row (9)
8.8% of common stock (3) |
| |
|
| 12. |
Type of Reporting Person (See Instructions)
CO |
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim
status as a “group” for purposes of this Schedule 13G. |
| (2) | Such 1,894,551 shares of common stock are held directly by Decheng Fund II. Decheng II GP is the general
partner of Decheng Fund II and Xiangmin Cui, the founder and managing director of Decheng Capital, is the sole managing director and sole
voting shareholder of Decheng II GP. Each of Decheng II GP and Xiangmin Cui may exercise voting and dispositive power over these shares
directly held by Decheng Fund II. |
| (3) | The beneficial ownership percentage is calculated based on 21,445,035 shares of common stock as reported
in the Issuer’s Form 8-K filed with the SEC on August 4, 2022. |
CUSIP No. 03759B102
| 1. |
Names of Reporting Persons
Xiangmin Cui |
| |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
| |
(a) |
¨ |
| |
(b) |
x(1) |
| |
| 3. |
SEC Use Only |
| |
| 4. |
Citizenship or Place of Organization
United States |
Number of Shares
Beneficially Owned by Each
Reporting Person With |
5. |
Sole Voting Power
0 shares |
| |
| |
6. |
Shared Voting Power
1,894,551 shares of common stock (2) |
| |
| |
7. |
Sole Dispositive Power
0 shares |
| |
| |
8. |
Shared Dispositive Power
1,894,551 shares of common stock (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,894,551 shares of common stock (2) |
| |
|
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| |
|
| 11. |
Percent of Class Represented by Amount in Row (9)
8.8% of common stock (3) |
| |
|
| 12. |
Type of Reporting Person (See Instructions)
IN |
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim
status as a “group” for purposes of this Schedule 13G. |
| (2) | Such 1,894,551 shares of common stock are held directly by Decheng Fund II. Decheng II GP is the general
partner of Decheng Fund II and Xiangmin Cui, the founder and managing director of Decheng Capital, is the sole managing director and sole
voting shareholder of Decheng II GP. Each of Decheng II GP and Xiangmin Cui may exercise voting and dispositive power over these shares
directly held by Decheng Fund II. |
| (3) | The beneficial ownership percentage is calculated based on 21,445,035 shares of common stock as reported
in the Issuer’s Form 8-K filed with the SEC on August 4, 2022. |
CUSIP No. 03759B102
| Item 1. |
| |
(a) |
Name of Issuer
Apexigen, Inc. |
| |
(b) |
Address of Issuer’s Principal Executive Offices
75 Shoreway Rd., Suite C
San Carlos CA 94070 |
| Item 2. |
| |
(a) |
Name of Person Filing
Decheng Capital China Life Sciences USD Fund II, L.P.
Decheng Capital Management II (Cayman), LLC
Xiangmin Cui
|
| |
(b) |
Address of Principal Business Office or, if none, Residence
No. 6, 1006 Huashan Road
Shanghai 200050, China
|
| |
(c) |
Citizenship
Decheng Capital China Life Sciences USD Fund II, L.P.: Cayman Islands
Decheng Capital
Management II (Cayman), LLC: Cayman Islands
Xiangmin Cui: United States
|
| |
(d) |
Title of Class of Securities
Common Stock, par value $ 0.0001 per share |
| |
|
|
| |
(e) |
CUSIP Number
03759B102 |
| |
| Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| |
|
| |
Not applicable. |
The following information with respect to the
ownership of common stock by the Reporting Persons filing this statement on Schedule 13G is provided as of August 8, 2022:
| Reporting Persons | |
Common Stock
Shares Held
Directly (1) | | |
Shared
Voting
Power (1) | | |
Shared
Dispositive
Power (1) | | |
Beneficial
Ownership (1) | | |
Percentage
of Common
Stock
Shares(1)(4) | | |
Percentage of
the Aggregate
Voting
Power(1)(4) | |
| Decheng Capital China Life Sciences USD Fund II, L.P. | |
| 1,894,551 | | |
| 1,894,551 | | |
| 1,894,551 | | |
| 1,894,551 | | |
| 8.8 | % | |
| 8.8 | % |
| Decheng Capital Management II (Cayman), LLC (2) | |
| 0 | | |
| 1,894,551 | | |
| 1,894,551 | | |
| 1,894,551 | | |
| 8.8 | % | |
| 8.8 | % |
| Xiangmin Cui (3) | |
| 0 | | |
| 1,894,551 | | |
| 1,894,551 | | |
| 1,894,551 | | |
| 8.8 | % | |
| 8.8 | % |
| (1) | Represents the number of shares beneficially owned by the Reporting Persons as of August 8, 2022. |
| (2) | Decheng Capital Management II (Cayman), LLC is the general partner of Decheng Capital China Life Sciences
USD Fund II, L.P. and as such, may exercise voting and dispositive power over the shares held by Decheng Capital China Life Sciences USD
Fund II, L.P. |
| (3) | Xiangmin Cui is the sole managing director and voting shareholder of Decheng Capital Management II (Cayman),
LLC, the general partner of Decheng Capital China Life Sciences USD Fund II, L.P. and as such, may exercise voting and dispositive power
over the shares held by Decheng Capital China Life Sciences USD Fund II, L.P. |
| (4) | The Reporting Persons in the aggregate beneficially
own 8.8% of the outstanding Common Stock. The Reporting Persons expressly disclaim status as a “group” for purposes
of this Schedule 13G. Each of the Reporting Persons may be deemed to beneficially own the percentage of Common Stock listed above which
is calculated based on 21,445,035 shares of common stock as reported in the Issuer’s Form 8-K filed with the SEC on August 4,
2022. |
| Item 5. |
Ownership of Five Percent or Less of a Class |
| |
|
| If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class
of securities, check the following ¨. |
| |
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
| |
|
| Not Applicable |
| |
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| |
|
| Not Applicable |
| |
| Item 8. |
Identification and Classification of Members of the Group |
| |
|
| Not Applicable |
| Item 9. |
Notice of Dissolution of Group |
| |
|
| Not Applicable |
| |
| Item 10. |
Certification |
| |
|
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
Exhibits:
| Exhibit I: | Joint Filing Agreement. |
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: August 8, 2022 |
|
| |
|
|
| Decheng Capital China Life Sciences USD Fund II, L.P. |
|
| By: Decheng Capital Management II (Cayman), LLC, its general partner |
|
| |
|
|
| By: |
/s/ Xiangmin Cui |
|
| |
Name: Xiangmin Cui |
|
| |
Title: Director |
|
| |
|
|
| Decheng Capital Management II (Cayman), LLC |
|
| |
|
|
| By: |
/s/ Xiangmin Cui |
|
| |
Name: Xiangmin Cui |
|
| |
Title: Director |
|
| |
|
|
| /s/ Xiangmin Cui |
|
| Xiangmin Cui |
|
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement
by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with
respect to the beneficial ownership by the undersigned of the shares of common stock of Apexigen, Inc. is being filed, and all amendments
thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.
| Dated: August 8, 2022 |
|
| |
|
|
| Decheng Capital China Life Sciences USD Fund II, L.P. |
|
| By: Decheng Capital Management II (Cayman), LLC, its general partner |
|
| |
|
|
| By: |
/s/ Xiangmin Cui |
|
| |
Name: Xiangmin Cui |
|
| |
Title: Director |
|
| |
|
|
| Decheng Capital Management II (Cayman), LLC |
|
| |
|
|
| By: |
/s/ Xiangmin Cui |
|
| |
Name: Xiangmin Cui |
|
| |
Title: Director |
|
| |
|
|
| /s/ Xiangmin Cui |
|
| Xiangmin Cui |
|
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