Statement of Ownership (sc 13g)
11 August 2022 - 8:01PM
Edgar (US Regulatory)
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 pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒
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
not be subject to all other provisions of the Act (however, see the Notes).
CUSIP
NO. 03759B102
| 1. |
NAMES
OF REPORTING PERSONS. |
|
| |
3E
Bioventures Capital, L.P. |
|
| |
|
|
| 2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐ |
| |
|
(b)
☐ |
| |
|
|
| 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 |
1,141,599
(1) |
| |
|
|
| 7. |
SOLE
DISPOSITIVE POWER |
0 |
| |
|
|
| 8. |
SHARED
DISPOSITIVE POWER |
1,141,599
(1) |
| |
|
|
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. |
|
| |
1,141,599
(1) |
|
| |
|
|
| 10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
| |
|
|
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
| |
5.32%
(2) |
|
| |
|
|
| 12. |
TYPE
OF REPORTING PERSON |
|
| |
|
|
| |
PN |
|
| (1) | Consists
of 594,959 shares of common stock of the Issuer (“Common Shares”) held by BC
Rabbit Limited, 396,640 Common Shares held by BC Bunny Limited, 100,000 Common Shares held
directly by 3E Bioventures Capital, L.P. (“3E Fund”), and a warrant to purchase
50,000 Common Shares held directly by 3E Fund. 3E Fund is the majority and controlling shareholder
of both BC Rabbit Limited and BC Bunny Limited. As such, 3E Fund has voting and dispositive
power over the 991,599 Common Shares held by BC Rabbit Limited and BC Bunny Limited and may
be deemed the beneficial owner of such shares. |
| (2) | Calculated
based on 21,445,035 Common Shares of the Issuer outstanding as of July 29, 2022 as reported
in the Issuer’s Form 8-K filed with the Securities Exchange Commission on August 4,
2022. |
CUSIP
NO. 03759B102
| 1. |
NAMES
OF REPORTING PERSONS. |
|
| |
3E
Bioventures GP, L.P. |
|
| |
|
|
| 2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐ |
| |
|
(b)
☐ |
| |
|
|
| 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 |
|
| |
|
|
| 6. |
SHARED
VOTING POWER |
1,141,599
(1) |
| |
|
|
| 7. |
SOLE
DISPOSITIVE POWER |
|
| |
|
|
| 8. |
SHARED
DISPOSITIVE POWER |
1,141,599
(1) |
| |
|
|
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. |
|
| |
1,141,599
(1) |
|
| |
|
|
| 10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
| |
|
|
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
| |
5.32%
(2) |
|
| |
|
|
| 12. |
TYPE
OF REPORTING PERSON |
|
| |
|
|
| |
PN |
|
| (1) | Consists
of 594,959 Common Shares held by BC Rabbit Limited, 396,640 Common Shares held by BC Bunny
Limited, 100,000 Common Shares held directly by 3E Fund, and a warrant to purchase 50,000
Common Shares held directly by 3E Fund. 3E Fund is the majority and controlling shareholder
of both BC Rabbit Limited and BC Bunny Limited. 3E Bioventures GP, L.P. is the general partner
of 3E Fund. As such, 3E Bioventures GP, L.P. has voting and dispositive power over the 1,091,599
Common Shares and warrant to purchase 50,000 Common Shares held by 3E Fund, BC Rabbit Limited,
and BC Bunny Limited, and may be deemed the beneficial owner of such shares. |
| (2) | Calculated
based on 21,445,035 Common Shares of the Issuer outstanding as of July 29, 2022 as reported
in the Issuer’s Form 8-K filed with the Securities Exchange Commission on August 4,
2022. |
CUSIP
NO. 03759B102
| 1. |
NAMES
OF REPORTING PERSONS. |
|
| |
3E
Bioventures GP GP, LLC |
|
| |
|
|
| 2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐ |
| |
|
(b)
☐ |
| |
|
|
| 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 |
|
| |
|
|
| 6. |
SHARED
VOTING POWER |
1,141,599
(1) |
| |
|
|
| 7. |
SOLE
DISPOSITIVE POWER |
|
| |
|
|
| 8. |
SHARED
DISPOSITIVE POWER |
1,141,599
(1) |
| |
|
|
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. |
|
| |
1,141,599
(1) |
|
| |
|
|
| 10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
| |
|
|
| |
|
|
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
| |
5.32%
(2) |
|
| |
|
|
| 12. |
TYPE
OF REPORTING PERSON |
|
| |
|
|
| |
OO |
|
| (1) | Consists
of 594,959 Common Shares held by BC Rabbit Limited, 396,640 Common Shares held by BC Bunny
Limited, 100,000 Common Shares held directly by 3E Fund, and a warrant to purchase 50,000
Common Shares held directly by 3E Fund. 3E Fund is the majority and controlling shareholder
of both BC Rabbit Limited and BC Bunny Limited. 3E Bioventures GP, L.P. is the general partner
of 3E Fund, and 3E Bioventures GP GP, LLC (“3E GP”) is the general partner of
3E Bioventures GP, L.P. As such, 3E GP has voting and dispositive power over the 1,091,599
Common Shares and warrant to purchase 50,000 Common Shares held by 3E Fund, BC Rabbit Limited,
and BC Bunny Limited, and may be deemed the beneficial owner of such shares. |
| (2) | Calculated
based on 21,445,035 Common Shares of the Issuer outstanding as of July 29, 2022 as reported
in the Issuer’s Form 8-K filed with the Securities Exchange Commission on August 4,
2022. |
CUSIP
NO.: 03759B102
| 1. |
NAMES
OF REPORTING PERSONS. |
|
| |
Qianye
Karen Liu |
|
| |
|
|
| 2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐ |
| |
|
(b)
☐ |
| |
|
|
| 3. |
SEC
USE ONLY |
|
| |
|
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
| |
|
|
| |
USA |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER |
0 |
| |
|
|
| 6. |
SHARED
VOTING POWER |
1,141,599
(1) |
| |
|
|
| 7. |
SOLE
DISPOSITIVE POWER |
0 |
| |
|
|
| 8. |
SHARED
DISPOSITIVE POWER |
1,141,599
(1) |
| |
|
|
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON. |
|
| |
1,141,599
(1) |
|
| |
|
|
| 10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
| |
|
|
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
| |
5.32%
(2) |
|
| |
|
|
| 12. |
TYPE
OF REPORTING PERSON |
|
| |
|
|
| |
IN |
|
| (1) | Consists
of 594,959 Common Shares held by BC Rabbit Limited, 396,640 Common Shares held by BC Bunny
Limited, 100,000 Common Shares held directly by 3E Fund, and a warrant to purchase 50,000
Common Shares held directly by 3E Fund. 3E Fund is the majority and controlling shareholder
of both BC Rabbit Limited and BC Bunny Limited. 3E Bioventures GP, L.P. is the general partner
of 3E Fund, and 3E GP is the general partner of 3E Bioventures GP, L.P. Qianye Karen Liu
is the sole director of 3E GP. As such, Qianye Karen Liu has voting and dispositive power
over the 1,091,599 Common Shares and warrant to purchase 50,000 Common Shares held by 3E
Fund, BC Rabbit Limited, and BC Bunny Limited, and may be deemed the beneficial owner of
such shares. |
| (2) | Calculated
based on 21,445,035 Common Shares of the Issuer outstanding as of July 29, 2022 as reported
in the Issuer’s Form 8-K filed with the Securities Exchange Commission on August 4,
2022. |
Item
1(a). Name of Issuer.
Apexigen,
Inc. (the “Issuer”).
Item
1(b). Address of Issuer’s Principal Executive Offices.
75
Shoreway Rd., Suite C
San
Carlos CA 94070
Item
2(a). Name of Person Filing.
This
Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Commission pursuant
to Section 13 of the Act: (i) 3E Bioventures Capital, L.P.; (ii) 3E Bioventures GP, L.P.; (iii) 3E Bioventures GP GP, LLC; and (iv) Qianye
Karen Liu (collectively, the “Reporting Persons”).
The
Reporting Persons have entered into a Joint Filing Agreement, dated August 10, 2022, a copy of which is attached as Exhibit A to this
Statement, pursuant to which the Reporting Persons agreed to file this Schedule 13G and any amendments thereto jointly in accordance
with the provisions of Rule 13d-1(k)(1) under the Act.
Item
2(b). Address of Principal Business Office, or, if None, Residence.
The
principal business address of the Reporting Persons is P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands.
Item
2(c). Citizenship.
See
Items 4 of the cover pages for each Reporting Person.
Item
2(d). Title of Class of Securities.
Common
Stock of the Issuer, $0.0001 par value per share.
Item
2(e). CUSIP No.
03759B102
Item
3. If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b), Check Whether the Person Filing is a:
Not
applicable.
Item
4. Ownership.
See
Items 5-9 and 11 of the cover pages for each Reporting Person.
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. Certifications.
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.
Exhibits.
Joint
Filing Agreement attached as Exhibit 99.1
SIGNATURE
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 10, 2022 |
|
|
| |
|
|
|
| |
|
3E Bioventures Capital, L.P. |
| |
|
|
|
| |
|
|
/s/
Qianye Karen Liu |
| |
|
Name: |
Qianye
Karen Liu |
| |
|
Title: |
Partner |
| |
|
|
|
| |
|
3E Bioventures GP, L.P. |
| |
|
|
|
| |
|
|
/s/
Qianye Karen Liu |
| |
|
Name: |
Qianye
Karen Liu |
| |
|
Title: |
Partner |
| |
|
|
|
| |
|
3E Bioventures GP GP, LLC |
| |
|
|
|
| |
|
|
/s/
Qianye Karen Liu |
| |
|
Name: |
Qianye
Karen Liu |
| |
|
Title: |
Director |
| |
|
|
|
| |
|
|
/s/
Qianye Karen Liu |
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