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| CIK | 1782223 |
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 Pyxis Oncology, Inc.
SEC Filings (Chronological Order)
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| May 14, 2026 |
FORM 8-K Item 2.02 Results of Operations and Financial Condition. 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 14, 2026 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 |
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| May 14, 2026 |
Exhibit 99.1 Pyxis Oncology Reports First Quarter 2026 Financial Results and Advances MICVO Toward Key 2026 Clinical Milestones Updated micvotabart pelidotin (MICVO) Phase 1 monotherapy data in 2L+ Recurrent/Metastatic Head and Neck Squamous Cell Carcinoma (R/M HNSCC) on track for mid-year 2026; update to include analyses focused on patients treated at or below a dose cap Completed target enrollme |
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| May 14, 2026 |
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, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40881 Pyxis Oncology, Inc. |
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| May 14, 2026 |
GENERAL RELEASE AGREEMENT THIS GENERAL RELEASE AGREEMENT (this “Agreement”) is made and entered into as of April 22, 2026 (the “Execution Date”) by and between PYXIS ONCOLOGY, INC. |
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| April 30, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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: 5 ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material under § 240. |
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| April 30, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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: 5 ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under § 240. |
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| April 30, 2026 |
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): February 06, 2026 Pyxis Oncology, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40881 83-1160910 (State or Other Jurisdiction of Incorpo |
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| April 30, 2026 |
UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION Washington,D.C.20549 FORM10-K (MarkOne) ☒ ☒ ANNUALREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 ForthefiscalyearendedDecember31,2025 OR ☐ ☐ TRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934FORTHE TRANSITIONPERIODFROMTO CommissionFileNumber001-40881 PyxisOncology,Inc. (ExactnameofRegistrantasspecifiedinitsChart |
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| March 23, 2026 |
Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) Pyxis Oncology, Inc. |
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| March 23, 2026 |
FORM 8-K Item 2.02 Results of Operations and Financial Condition. 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): March 23, 2026 Pyxis Oncology, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40881 83-1160910 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| March 23, 2026 |
Exhibit 99.1 Pyxis Oncology Provides Business Update and Reports Fourth Quarter and Full Year 2025 Financial Results Completed target enrollment in Phase 1 monotherapy dose expansion study of micvotabart pelidotin (MICVO) in 2L+ Recurrent/Metastatic Head and Neck Squamous Cell Carcinoma (R/M HNSCC) in the first quarter of 2026 Updated data from MICVO Phase 1 monotherapy study in 2L+ R/M HNSCC on t |
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| March 23, 2026 |
INTERIM CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT Exhibit 10.36 INTERIM CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT This Interim Chief Executive Officer Employment Agreement (this “Agreement”) is entered into by and between Pyxis Oncology, Inc., a Delaware corporation (the “Company”), and Tom Civik (“Executive”), and is effective as of February 2, 2026 (the “Effective Date”). 1. Position and Duties Executive shall serve as Interim Chief Executiv |
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| March 23, 2026 |
Building a Differentiated ADC Company Nasdaq: PYXS March 2026 Exhibit 99.2 Forward Looking Statement 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 witho |
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| March 23, 2026 |
As filed with the Securities and Exchange Commission on March 23, 2026 As filed with the Securities and Exchange Commission on March 23, 2026 Registration No. |
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| March 23, 2026 |
License Agreement with Biosion USA, Inc. 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, 2025 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 001-40881 Pyxis Oncology, |
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| February 6, 2026 |
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 06, 2026 Pyxis Oncology, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40881 83-1160910 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 6, 2026 |
Exhibit 99.1 Pyxis Oncology Announces Interim CEO Appointment and Leadership Transition to Support Strategic Focus and Program Continuity BOSTON, Feb. 03, 2026 (GLOBE NEWSWIRE) - Pyxis Oncology, Inc. (Nasdaq: PYXS), a clinical-stage company developing next-generation therapeutics for difficult-to-treat cancers, today announced a leadership transition to continue execution and advancement of the Co |
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| December 18, 2025 |
Pyxis Oncology MICVO R/M HNSCC Clinical Update December 2025 Exhibit 99.2 Forward Looking Statement 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 withou |
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| December 18, 2025 |
Exhibit 99.1 Pyxis Oncology Announces Positive Preliminary Phase 1 Data for Micvotabart Pelidotin (MICVO) in Recurrent/Metastatic Head and Neck Squamous Cell Carcinoma • 46% confirmed objective response rate (ORR) and 92% disease control rate (DCR) observed with MICVO as monotherapy in 2L+ R/M HNSCC at 5.4 mg/kg • 71% confirmed ORR and 100% DCR observed with MICVO in combination with KEYTRUDA® (pe |
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| December 18, 2025 |
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): December 18, 2025 Pyxis Oncology, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40881 83-1160910 (State or Other Jurisdiction of Incorporation) (Commission |
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| December 8, 2025 |
[Signature Page Immediately Follows] December 8, 2025 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Lauren Hamill Re: Acceleration Request for Pyxis Oncology, Inc. Registration Statement on Form S-3 (File No. 333-291801) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Pyxis Oncology, Inc. (the “Compan |
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| November 26, 2025 |
Calculation of Filing Fee Tables S-3 Pyxis Oncology, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initia |
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| November 26, 2025 |
As filed with the Securities and Exchange Commission on November 26, 2025. Table of Contents As filed with the Securities and Exchange Commission on November 26, 2025. |
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| November 26, 2025 |
PYXIS ONCOLOGY, INC. Shares of Common Stock ($0.001 par value per share) SALES AGREEMENT Exhibit 1.2 PYXIS ONCOLOGY, INC. Shares of Common Stock ($0.001 par value per share) SALES AGREEMENT November 26, 2025 LEERINK PARTNERS LLC 1301 Avenue of the Americas, 5th Floor New York, New York 10019 Ladies and Gentlemen: Pyxis Oncology, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), as follows: 1. Issuance and S |
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| November 26, 2025 |
PYXIS ONCOLOGY, INC. Dated as of , 20 [ ] TABLE OF CONTENTS Exhibit 4.1 PYXIS ONCOLOGY, INC. INDENTURE Dated as of , 20 [ ] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 4 ARTICLE II. THE SECURITIES 4 Section 2.1. Issuable in Series 4 Section 2.2. Establishme |
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| November 3, 2025 |
FORM 8-K Item 2.02 Results of Operations and Financial Condition. 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 03, 2025 Pyxis Oncology, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40881 83-1160910 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 3, 2025 |
Building a Differentiated ADC Company Nasdaq: PYXS May 2025 Exhibit 99.2 Forward Looking Statement 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 and press release, |
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| November 3, 2025 |
Exhibit-99.1 Pyxis Oncology Provides Business Update and Reports Third Quarter 2025 Financial Results • Preliminary data from ongoing Phase 1 clinical studies of micvotabart pelidotin (MICVO) in patients with recurrent and metastatic head and neck squamous cell carcinoma (R/M HNSCC) expected in the fourth quarter of 2025 • Clinical update to focus on preliminary data from Phase 1 monotherapy dose |
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| November 3, 2025 |
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, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40881 Pyxis Oncology, Inc. |
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| August 14, 2025 |
Exhibit 99.1 Pyxis Oncology Reports Second Quarter 2025 Financial Results and Provides Business Update • Phase 1 monotherapy expansion study of micvotabart pelidotin (MICVO) for recurrent and metastatic head and neck squamous cell carcinoma (R/M HNSCC) patients progressing well with preliminary data in second half of 2025 and first half of 2026 • Phase 1/2 combination study of MICVO and KEYTRUDA® |
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| August 14, 2025 |
Separation Agreement and General Release of Pamela Connealy Exhibit 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this “Agreement”) is made and entered into as of July 3, 2025 (the “Effective Date”) by and between PYXIS ONCOLOGY, INC., a Delaware corporation (“Pyxis”), and Pamela Connealy, residing at 2219 Forest Garden Drive, Kingwood, Texas 77345 (“Employee”). WHEREAS, as of and following the Separation Date |
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| August 14, 2025 |
License Agreement with Biosion USA, Inc. 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, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40881 Pyxis Oncology, Inc. |
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| August 14, 2025 |
Building a Differentiated ADC Company Nasdaq: PYXS May 2025 Exhibit 99.2 Forward Looking Statement 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 and press release, |
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| August 14, 2025 |
FORM 8-K Item 2.02 Results of Operations and Financial Condition. 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 14, 2025 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 |
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| August 4, 2025 |
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 04, 2025 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 |
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| July 3, 2025 |
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 01, 2025 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 |
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| June 18, 2025 |
FORM 8-K Item 5.07. 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): June 18, 2025 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 |
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| May 15, 2025 |
Separation Agreement and General Release of Ken Kobayashi EX-10.1 2 pyxs-ex101.htm EX-10.1 Exhibit 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this “Agreement”) is made and entered into as of March 18, 2025 (the “Effective Date”) by and between PYXIS ONCOLOGY, INC., having an address at 321 Harrison Avenue, 11th Floor, Suite 1, Boston MA 02118 (“Pyxis”), and Ken Kobayashi, residing at 15957 Avenida Calma, |
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| May 15, 2025 |
Exhibit 99.1 Pyxis Oncology Reports First Quarter 2025 Financial Results and Provides Business Update - Announced robust preclinical data supporting the unique three-pronged mechanism of action of micvotabart pelidotin (MICVO, formerly PYX-201), driving anti-tumor activity via direct tumor killing, bystander effect and immunogenic cell death - On track to report preliminary data from Phase 1 monot |
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| May 15, 2025 |
Building a Differentiated ADC Company Nasdaq: PYXS May 2025 Exhibit 99.2 Forward Looking Statement 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 and press release, |
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| May 15, 2025 |
License Agreement with Biosion USA, Inc. 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, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40881 Pyxis Oncology, Inc. |
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| May 15, 2025 |
FORM 8-K Item 2.02 Results of Operations and Financial Condition. 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 15, 2025 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 |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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: 5 ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under § 240. |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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: 5 ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material under § 240. |
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| March 24, 2025 |
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): March 24, 2025 Pyxis Oncology, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40881 83-1160910 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| March 24, 2025 |
EX-99.1 2 pyxs-ex991.htm EX-99.1 Building a Differentiated ADC Company Nasdaq: PYXS March 2025 Exhibit 99.1 Forward Looking Statement 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 t |
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| March 18, 2025 |
Insider Trading Policy dated November 14, 2023 Exhibit 19.1 PYXIS ONCOLOGY, INC. INSIDER TRADING POLICY INTRODUCTION This Policy determines acceptable transactions in the securities of Pyxis Oncology, Inc. (the “Company” or “Pyxis Oncology”) by our employees, directors and consultants and their family members (“Covered Persons”). During the course of your employment, directorship or consultancy with the Company, you may receive important infor |
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| March 18, 2025 |
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): March 18, 2025 Pyxis Oncology, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40881 83-1160910 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| March 18, 2025 |
EX-99.2 3 pyxs-ex992.htm EX-99.2 Building a Differentiated ADC Company Nasdaq: PYXS March 18, 2025 Exhibit 99.2 Forward Looking Statement 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 |
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| March 18, 2025 |
Exhibit 99.1 Pyxis Oncology Reports Fourth Quarter and Full Year 2024 Financial Results and Provides Business Update - Recently reported positive preliminary data from Phase 1 dose escalation trial of micvotabart pelidotin (“MICVO,” formerly PYX-201), including a confirmed 50% objective response rate by RECIST 1.1 in recurrent and metastatic head and neck squamous cell carcinoma (R/M HNSCC) - Rece |
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| March 18, 2025 |
Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) Pyxis Oncology, Inc. |
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| March 18, 2025 |
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, 2024 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 001-40881 Pyxis Oncology, |
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| March 18, 2025 |
As filed with the Securities and Exchange Commission on March 18, 2025 As filed with the Securities and Exchange Commission on March 18, 2025 Registration No. |
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| February 26, 2025 |
Exhibit 99.1 Pyxis Oncology Granted FDA Fast Track Designation for PYX-201 Monotherapy in Patients with Recurrent or Metastatic Head and Neck Cancer Designation applies to the treatment of adult patients with recurrent or metastatic head and neck squamous cell carcinoma (R/M HNSCC) whose disease has progressed following treatment with platinum-based chemotherapy and an anti-PD-(L)1 antibody BOSTON |
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| February 26, 2025 |
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 26, 2025 Pyxis Oncology, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40881 83-1160910 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 4, 2025 |
Exhibit 99.1 Pyxis Oncology Initiates New PYX-201 Combination Trial and Initiates Cohort Expansions of Ongoing Monotherapy Trial • Initiation of Phase 1/2 combination trial with PYX-201, an extracellular ADC targeting Extradomain-B Fibronectin (EDB+FN) and Merck’s KEYTRUDA® (pembrolizumab) in multiple solid tumors • Phase 1 monotherapy trial expanded to include cohorts in recurrent/metastatic head |
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| February 4, 2025 |
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 04, 2025 Pyxis Oncology, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40881 83-1160910 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 4, 2025 |
EX-99 3 ITEM7.txt EXHIBIT 99: ITEM 7 BlackRock Advisors, LLC BlackRock Fund Advisors BlackRock Asset Management Ireland Limited BlackRock Institutional Trust Company, National Association BlackRock Financial Management, Inc. BlackRock Investment Management, LLC *Entity beneficially owns 5% or greater of the outstanding shares of the security class being reported on this Schedule 13G. |
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| February 4, 2025 |
EX-24 2 PowerOfAttorney.txt EXHIBIT 24: POWER OF ATTORNEY POWER OF ATTORNEY The undersigned, BlackRock, Inc., a corporation duly organized under the laws of the State of Delaware, United States (the "Company"), does hereby make, constitute and appoint each of Eric Andruczyk, Richard Cundiff, R. Andrew Dickson, III, Spencer Fleming, Laura Hildner, David Maryles, Christopher Meade, Charles Park, Jam |
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| December 19, 2024 |
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): December 19, 2024 Pyxis Oncology, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40881 83-1160910 (State or Other Jurisdiction of Incorporation) (Commission |
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| December 19, 2024 |
Exhibit 99.1 Pyxis Oncology Announces Portfolio Prioritization, Focusing Resources on its Lead Clinical Program, PYX-201 - The Company will focus resources on advancing its lead asset, PYX-201 - PYX-201 is a novel first-in-concept antibody-drug conjugate (ADC) where significant RECIST responses were seen in head and neck squamous cell carcinoma (HNSCC) with additional potential in other solid tumo |
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| December 16, 2024 |
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 Common Stock, par value $0. |
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| November 20, 2024 |
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 20, 2024 Pyxis Oncology, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40881 83-1160910 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 20, 2024 |
PYX-201 Phase 1 Dose Escalation Study Data Disclosure November 2024 PYX-201 Phase 1 Dose Escalation Study Data Disclosure November 2024 Forward Looking Statement 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. |
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| November 20, 2024 |
Exhibit 99.2 Pyxis Oncology Announces Favorable Preliminary PYX-201 Clinical Phase 1 Part 1 Data • PYX-201 achieved a confirmed 50% ORR by RECIST 1.1 including one Complete Response and 100% Disease Control Rate in six heavily pretreated HNSCC patients, supporting differentiated mono and front-line combo therapy expansion trials to begin dosing 1Q25 • Overall, 26% ORR across six Solid Tumor Types |
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| November 12, 2024 |
SC 13G/A 1 pyxsa1111224.htm LAURION CAPITAL MANAGEMENT LP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pyxis Oncology, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 747324101 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of th |
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| November 12, 2024 |
Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) Pyxis Oncology, Inc. |
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| November 12, 2024 |
As filed with the Securities and Exchange Commission on November 12, 2024 As filed with the Securities and Exchange Commission on November 12, 2024 Registration No. |
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| November 12, 2024 |
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, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40881 Pyxis Oncology, Inc. |
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| November 12, 2024 |
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 12, 2024 Pyxis Oncology, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40881 83-1160910 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 12, 2024 |
Exhibit 99.1 Pyxis Oncology Provides Corporate Update and Reports Financial Results for Third Quarter 2024 - Preliminary data from the first-in-patient Phase 1 dose escalation trial of PYX-201 to be announced at upcoming virtual and in-person event in New York City on Wednesday, November 20, 2024, at 4:30 p.m. ET - Preliminary data from the Phase 1 trial of PYX-106 is expected to be reported by ye |
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| November 6, 2024 |
PYXS / Pyxis Oncology, Inc. / Bayer World Investments B.V. - SC 13G/A Passive Investment SC 13G/A 1 tm2427363d3sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Pyxis Oncology, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 747324101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Ch |
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| October 23, 2024 |
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): October 23, 2024 Pyxis Oncology, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40881 83-1160910 (State or Other Jurisdiction of Incorporation) (Commission F |
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| September 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 Statement ☐ Definitive Additional Materials ☐ Soliciting Material under § 240. |
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| September 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 Statement ☐ Definitive Additional Materials ☐ Soliciting Material under § 240. |
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| August 14, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 14, 2024 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 |
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| August 14, 2024 |
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, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40881 Pyxis Oncology, Inc. |
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| August 14, 2024 |
Pyxis Oncology, Inc. Deferred Compensation Plan Exhibit 10.1 PYXIS ONCOLOGY, INC. DEFERRED COMPENSATION PLAN Effective as of May 1, 2024 PYXIS ONCOLOGY, INC. DEFERRED COMPENSATION PLAN Table of Contents Page ARTICLE I DEFINITIONS 3 ARTICLE II ELIGIBILITY 5 ARTICLE III DEFERRAL ELECTIONS AND CREDITS TO ACCOUNT 5 ARTICLE IV BENEFITS 6 ARTICLE V PAYMENT OF BENEFITS UPON SEPARATION FROM SERVICE 7 ARTICLE VI IN-SERVICE DISTRIBUTIONS 8 ARTICLE VII AD |
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| August 14, 2024 |
Exhibit 99.1 Pyxis Oncology Provides Corporate Update and Reports Financial Results for Second Quarter 2024 - Preliminary data from the Phase 1 trial of PYX-201 remains on track to be announced in the fall of 2024 - Preliminary data from the Phase 1 trial of PYX-106 is expected to be reported by year-end 2024 - Expected cash runway into 2H 2026 BOSTON, Mass., August 14, 2024 – Pyxis Oncology, Inc. |
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| June 12, 2024 |
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 11, 2024 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 |
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| June 10, 2024 |
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 10, 2024 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 |
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| June 10, 2024 |
Exhibit 99.1 Pyxis Oncology Expands Board of Directors with Appointment of Michael A. Metzger June 10, 2024 BOSTON, Mass., June 10, 2024 (GLOBE NEWSWIRE) – Pyxis Oncology, Inc. (Nasdaq: “PYXS”), a clinical stage company focused on developing next generation therapeutics to target difficult-to-treat cancers, today announced the appointment of Michael A. Metzger to its Board of Directors, effective |
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| May 14, 2024 |
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, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40881 Pyxis Oncology, Inc. |
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| May 14, 2024 |
Exhibit 99.1 Pyxis Oncology Provides Corporate Update and Reports Financial Results for First Quarter 2024 May 14, 2024 PYX-201 Phase 1 trial clinical readout on track for fall of 2024 Executive Leadership Team expanded with the appointment of Stephen Worsley as Senior Vice President, Chief Business Officer PYX-106 Phase 1 trial clinical readout on track for 2H 2024 Expected cash runway into 2H 20 |
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| May 14, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 14, 2024 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 |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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: 5 ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under § 240. |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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: 5 ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material under § 240. |
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| April 26, 2024 |
UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION Washington,D.C.20549 FORM10-K (MarkOne) ☒ ☒ ANNUALREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 ForthefiscalyearendedDecember31,2023 OR ☐ ☐ TRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934FOR THETRANSITIONPERIODFROM TO CommissionFileNumber001-40881 PyxisOncology,Inc. (ExactnameofRegistrantasspecifiedinitsChar |
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| April 4, 2024 |
Filed pursuant to Rule 424(b)(2) Registration Statement No. 333-278282 PROSPECTUS Up to 10,460,586 Shares of Common Stock Offered by the Selling Stockholders PYXIS ONCOLOGY, INC. Common Stock This prospectus relates to the resale, from time to time by the selling stockholders named in this prospectus (the “selling stockholders”) of up to 10,460,586 shares of our common stock, which consist of (i) |
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| April 3, 2024 |
PYXS / Pyxis Oncology, Inc. / Sullivan Lara - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Pyxis Oncology, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 747324101 (CUSIP Number) Pamela Connealy Pyxis Oncology, Inc. 321 Harrison Avenue Boston, MA 02118 (617) 351-2575 (Name, Address and Telephone N |
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| April 1, 2024 |
Pyxis Oncology, Inc. 321 Harrison Avenue Boston, MA 02118 Pyxis Oncology, Inc. 321 Harrison Avenue Boston, MA 02118 April 1, 2024 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Tim Buchmiller Re: Pyxis Oncology, Inc. Registration Statement on Form S-3, as amended File No. 333-278282 Acceleration Request Requested Date: April 3, 2024 Requested Time: 4:00 P.M., Eas |
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| March 29, 2024 |
United States securities and exchange commission logo March 29, 2024 Lara Sullivan, M. |
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| March 27, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Pyxis Oncology, Inc. |
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| March 27, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The Merger On August 23, 2023 (the “Closing Date”), Pyxis Oncology, Inc., a Delaware corporation (“Pyxis Oncology” or the “Company”), completed the acquisition contemplated by that certain Agreement and Plan of Merger, dated as of May 23, 2023 (the “Merger Agreement”), with Apexigen, Inc., a Delaware corporation (“Apexigen”) |
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| March 27, 2024 |
Exhibit 99.1 Pyxis Oncology Obtains $8 Million Payment for the Sale of Royalty Rights March 27, 2024 Non-dilutive funding to support development of first-in-concept lead Antibody-Drug Conjugate (ADC) asset, PYX-201 Pyxis Oncology retains rights to three other antibodies in development by Apexigen’s licensees discovered through the APXiMAB platform BOSTON, March 27, 2024 (GLOBE NEWSWIRE) - Pyxis On |
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| March 27, 2024 |
As filed with the Securities and Exchange Commission on March 27, 2024. Table of Contents As filed with the Securities and Exchange Commission on March 27, 2024. |
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| March 27, 2024 |
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): March 27, 2024 Pyxis Oncology, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40881 83-1160910 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| March 27, 2024 |
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): March 27, 2024 Pyxis Oncology, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40881 83-1160910 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| March 22, 2024 |
As filed with the Securities and Exchange Commission on March 21, 2024 As filed with the Securities and Exchange Commission on March 21, 2024 Registration No. |
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| March 22, 2024 |
Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) Pyxis Oncology, Inc. |
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| March 21, 2024 |
Exhibit 10.35 CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THIS DISSOLUTION AGREEMENT (the “Agreement”) is entered into effective as of February 6, 2024 (“Effective Date”), by and among Voxall Therapeutics, LLC (formerly Kyma Therapeutics, LLC) (“VOX”), Pyxis Oncol |
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| March 21, 2024 |
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, 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 001-40881 Pyxis Oncology, |
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| March 21, 2024 |
Description of registrant’s securities Exhibit 4.1 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Pyxis Oncology, Inc. has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): its common stock, par value $0.001 per share (the “common stock”). For purposes of this exhibit, unless the context otherwise |
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| March 21, 2024 |
Exhibit 21.1 List of Subsidiaries Subsidiary Jurisdiction Pyxis Securities Corporation Massachusetts Apexigen, Inc. California Apexigen America Inc. Delaware |
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| March 21, 2024 |
Building a Leading ADC-Focused Company Nasdaq: PYXS March 2024 Exhibit 99.2 Forward-Looking Statements 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. These statements are often identified by the use of words such as “anticipate,” “believe,” “can,” “con |
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| March 21, 2024 |
Amended Employment Agreement between Pyxis Oncology, Inc. and Ken Kobayashi, M.D. Exhibit 10.34 CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. November 21, 2023 Via Email Only Ken Kobayashi [***] RE: EXECUTIVE EMPLOYMENT AGREEMENT Dear Dr. Kobayashi: On behalf of Pyxis Oncology, Inc. (“Pyxis”, or the “Company”), it is my pleasure to confirm the te |
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| March 21, 2024 |
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): March 21, 2024 Pyxis Oncology, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40881 83-1160910 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| March 21, 2024 |
Exhibit 99.1 Pyxis Oncology Provides Corporate Update and Reports Financial Results for Fourth Quarter and Full Year 2023 March 21, 2024 PYX-201 Phase 1 Part 1 trial progressing with initial data expected in the fall of 2024 PYX-106 Phase 1 trial progressing with initial data expected 2H 2024 Completed $50 million private placement Expected cash runway into 2H 2026 BOSTON, March 21, 2024 (GLOBE NE |
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| March 21, 2024 |
Pyxis Oncology, Inc. Clawback Policy Exhibit 97 PYXIS ONCOLOGY, INC. POLICY ON RECOUPMENT OF INCENTIVE COMPENSATION Introduction The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Pyxis Oncology, Inc., a Delaware corporation (the “Company”) has recommended to the Board and the Board has adopted this Policy on Recoupment of Incentive Compensation (this “Policy”), which provides for the |
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| March 13, 2024 |
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): March 12, 2024 Pyxis Oncology, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40881 83-1160910 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| March 13, 2024 |
Exhibit 99.1 Pyxis Oncology Expands Board of Directors with Appointment of Santhosh Palani, Ph.D., CFA March 13, 2024 BOSTON, March 13, 2024 (GLOBE NEWSWIRE) - Pyxis Oncology, Inc. (Nasdaq: “PYXS”), a clinical stage company focused on developing next generation therapeutics to target difficult-to-treat cancers, today announced the appointment of Santhosh Palani, Ph.D., CFA, to its board of directo |
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| March 8, 2024 |
PYXS / Pyxis Oncology, Inc. / Deep Track Capital, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 28, 2024 |
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 26, 2024 Pyxis Oncology, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40881 83-1160910 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 28, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT BY AND AMONG PYXIS ONCOLOGY, INC., AND THE PURCHASERS AS SET FORTH HEREIN FEBRUARY 26, 2024 TABLE OF CONTENTS 1. Definitions 1 2. Purchase and Sale of Securities 6 2.1 Purchase and Sale 6 2.2 Closing 7 3. Representations and Warranties of the Company 7 3.1 Organization and Power 7 3.2 Capitalization 8 3.3 Registration Rights 8 3.4 Authorization 8 3.5 Vali |
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| February 28, 2024 |
Exhibit 99.1 Pyxis Oncology Announces $50 Million Private Placement February 27, 2024 BOSTON, Mass., Feb. 27, 2024 (GLOBE NEWSWIRE) - Pyxis Oncology, Inc. (Nasdaq: “PYXS”), a clinical stage company focused on developing next generation therapeutics to target difficult-to-treat cancers, today announced that it has agreed to sell 8,849,371 shares of its common stock at a price of $4.78 per share and |
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| February 28, 2024 |
Form of Registration Rights Agreement Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 26, 2024, is entered into by and among PYXIS ONCOLOGY, INC., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms use |
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| February 28, 2024 |
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 |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 2)1 Pyxis Oncology, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 747324101 (CUSIP Number) Dec |
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| February 14, 2024 |
PYXS / Pyxis Oncology, Inc. / TANG CAPITAL PARTNERS LP - AMENDMENT NO. 2 Passive Investment SC 13G/A 1 e117244sc13ga2.htm AMENDMENT NO. 2 Securities and Exchange Commission Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Pyxis Oncology, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 747324101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the app |
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| January 26, 2024 |
EX-99.1 2 tm244282d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that statements on Schedules 13G and/or 13D and Forms 3, 4 and 5 with respect to the securities of Pyxis Oncology, Inc. and any amendments thereto signed by each of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule |
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| January 26, 2024 |
PYXS / Pyxis Oncology, Inc. / Ridgeback Capital Investments L.P. - SC 13G Passive Investment SC 13G 1 tm244282d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Amendment No. ) UNDER THE SECURITIES EXCHANGE ACT OF 19341 PYXIS ONCOLOGY, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 747324 101 (CUSIP Number) January 26, 2024 (Date of Event Which Requires Filing of this Statement) Check the ap |
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| November 28, 2023 |
Employment Agreement between Pyxis Oncology, Inc. and Ken Kobayashi, M.D. Exhibit 10.1 [***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(B)(10). SUCH EXCLUDED INFORMATION IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Pyxis Oncology, Inc. November 21, 2023 Via Email Only Ken Kobayashi [***] RE: EXECUTIVE EMPLOYMENT AGREEMENT Dear Dr. Kobayashi: On behalf of Pyxis Oncology, Inc. |
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| November 28, 2023 |
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 27, 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 |
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| November 28, 2023 |
Exhibit 99.1 Pyxis Oncology Announces Appointment of Ken Kobayashi, M.D., F.A.C.P as Chief Medical Officer November 28, 2023 Dr. Kobayashi brings over 25 years of experience in oncology drug development, including Antibody Drug Conjugates (ADCs) and other oncology modalities BOSTON, Nov. 28, 2023 (GLOBE NEWSWIRE) - Pyxis Oncology, Inc. (Nasdaq: PYXS), a clinical-stage company focused on developing |
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| November 7, 2023 |
Exhibit 99.1 Pyxis Oncology Announces Initiatives to Prioritize Lead ADC Program; Reports Financial Results for Third-Quarter 2023 and Provides Corporate Update November 7, 2023 PYX-201 (a novel first-in-concept and first-in-class tumor stroma targeting antibody-drug conjugate [ADC] product candidate) Phase 1 trial progressing with fifth dose cohort at 3.6 mg/kg; data expected 1H 2024. PYX-106 (a |
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| November 7, 2023 |
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, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40881 Pyxis Oncology, Inc. |
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| November 7, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 07, 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 |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 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 Pyxis Oncology, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40881 83-1160910 (State or Other Jurisdiction of Incorporation) (Commission |
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| October 27, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The Merger On August 23, 2023 (the “Closing Date”), Pyxis Oncology, Inc., a Delaware corporation (“Pyxis Oncology” or the “Company”), completed the previously announced strategic combination contemplated by that certain Agreement and Plan of Merger, dated as of May 23, 2023 (the “Merger Agreement”), with Apexigen, Inc., a De |
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| October 27, 2023 |
Exhibit 99.2 PART I—FINANCIAL INFORMATION Item 1. Unaudited Condensed Consolidated Financial Statements. APEXIGEN, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) June 30, 2023 December 31, 2022 (Unaudited) Assets Current assets: Cash and cash equivalents $ 9,369 $ 14,802 Short-term investments - 1,997 Prepaid expenses and other current assets 1,455 2, |
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| October 27, 2023 |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.1 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (Moss Adams LLP, San Francisco, CA, PCAOB ID: 659) 1 Consolidated Balance Sheets 2 Consolidated Statements of Operations and Comprehensive Loss 3 Consolidated Statements of Stockholders’ Equity 4 Consolidated Statements of Cash Flows 5 Notes to Consolidated Financial Statements 6 Re |
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| September 6, 2023 |
United States securities and exchange commission logo September 6, 2023 Pamela Connealy Chief Financial Officer Pyxis Oncology, Inc. |
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| August 28, 2023 |
321 Harrison Ave, Floor 11, Suite 1, Boston, MA 02118 | (617) 453-3596 | pyxisoncology.com August 28, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Vanessa Robertson/Daniel Gordon Re: Pyxis Oncology, Inc. Form 10-K for the fiscal year ended December 31, 2022 Form 10-Q for the quarterly period ended June 30, 2023 File No. 001-40881 Ladies and Gentlemen: This letter sets forth respo |
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| August 23, 2023 |
Exhibit 4.3 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 |
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| August 23, 2023 |
Apexigen, Inc. 2022 Equity Incentive Plan. Exhibit 4.5 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 Right |
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| August 23, 2023 |
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. |
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| August 23, 2023 |
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 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 |
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| August 23, 2023 |
Exhibit 99.1 Pyxis Oncology Successfully Completes Acquisition of Apexigen August 23, 2023 Transaction adds a validated antibody-discovery platform, Phase 2 candidate and royalty stream Company positioned as a leader in next-generation, end-to-end Antibody-Drug Conjugate ("ADC") creation with clinically and commercially validated platform capabilities Cash runway maintained into 1H 2025, enabling |
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| August 23, 2023 |
Calculation of Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Pyxis Oncology, Inc. |
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| August 23, 2023 |
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. |
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| August 23, 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 |
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| August 23, 2023 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Pyxis Oncology, Inc. |
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| August 23, 2023 |
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. |
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| August 23, 2023 |
Exhibit 4.7 [***Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential.***] THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTI |
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| August 23, 2023 |
Exhibit 4.5 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 |
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| August 23, 2023 |
Warrant Assumption Agreement, dated August 23, 2023, by and among Apexigen and Pyxis Oncology Exhibit 4.4 WARRANT ASSUMPTION AGREEMENT This WARRANT ASSUMPTION AGREEMENT (this “Agreement”) is made as of August 23, 2023 by and among Apexigen, Inc., a Delaware corporation (“Apexigen”), and Pyxis Oncology, Inc., a Delaware corporation (“Pyxis Oncology”). RECITALS WHEREAS, on January 23, 2023, Apexigen entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certa |
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| August 23, 2023 |
Exhibit 4.5 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 Right |
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| August 23, 2023 |
Exhibit 4.6 Execution Version WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT This WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made as of August 23, 2023 by and among Apexigen, Inc. (as successor to Brookline Capital Acquisition Corp. (“BCAC”)), a Delaware corporation (“Apexigen”), Pyxis Oncology, Inc., a Delaware corporation (“Pyxis Oncology”), and Broadrid |
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| August 23, 2023 |
Apexigen, Inc. 2020 Equity Incentive Plan. Exhibit 4.4 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 |
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| August 23, 2023 |
Apexigen, Inc. 2010 Equity Incentive Plan. Exhibit 4.3 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 |
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| August 16, 2023 |
United States securities and exchange commission logo August 16, 2023 Pamela Connealy Chief Financial Officer Pyxis Oncology, Inc. |
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| August 11, 2023 |
Exhibit 99.1 Pyxis Oncology Reports Financial Results for Second-Quarter 2023 and Provides Corporate Update Third dose cohort initiated in Phase 1 trial of PYX-201, Pyxis Oncology's first ADC product candidate Preliminary data from two Phase 1 trials on track for late 2023 to early 2024 Apexigen transaction anticipated to close later in August Strong balance sheet with $144 million in cash (includ |
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| August 11, 2023 |
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 |
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| August 11, 2023 |
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 |
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| August 11, 2023 |
Exhibit 10.1 CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 4 TO LICENSE AGREEMENT THIS AMENDMENT NO. 4 TO LICENSE AGREEMENT (“Amendment No. 4”) is made and entered into on May 17, 2023 (the “Amendment Effective Date”), by and between Pyxis Oncology, In |
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| August 11, 2023 |
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 Commission File Number: 001-40881 Pyxis Oncology, Inc. |
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| August 11, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The Merger On May 23, 2023, Pyxis Oncology, Inc., a Delaware corporation (“Pyxis Oncology” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Ascent Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Apexigen |
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| August 11, 2023 |
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 |
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| August 11, 2023 |
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): 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 |
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| June 30, 2023 |
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 |
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| June 30, 2023 |
PROSPECTUS OF PYXIS ONCOLOGY, INC. Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-272510 PROXY STATEMENT OF APEXIGEN, INC. PROSPECTUS OF PYXIS ONCOLOGY, INC. MERGER PROPOSED – YOUR VOTE IS VERY IMPORTANT Dear Apexigen Stockholders: As previously announced, the board of directors of Apexigen, Inc. (“Apexigen”) has approved an acquisition of Apexigen by Pyxis Oncology, Inc. (“Pyxis Oncology”). Apexigen, Pyxis |
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| June 30, 2023 |
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 |
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| June 29, 2023 |
[Signature Page Immediately Follows] June 29, 2023 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Dillon Hagius Re: Acceleration Request for Pyxis Oncology, Inc. Registration Statement on Form S-4 (File No. 333-272510) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Pyxis Oncology, Inc. (the “Company”) |
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| June 29, 2023 |
As filed with the Securities and Exchange Commission on June 29, 2023 Table of Contents As filed with the Securities and Exchange Commission on June 29, 2023 Registration No. |
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| June 29, 2023 |
Consent of Ladenburg Thalmann & Co. Inc., Apexigen’s financial advisor. Exhibit 99.1 Consent of Ladenburg Thalmann & Co. Inc. June 29, 2023 Board of Directors Apexigen, Inc. 75 Shoreway Road, Suite C San Carlos, CA 94070 Re: Registration Statement on Form S-4 of Pyxis Oncology, Inc. Members of the Board: We hereby consent to the inclusion of our opinion letter, dated May 23, 2023, to the Board of Directors of Apexigen, Inc. (“Apexigen”) as Annex C to, and to the refer |
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| June 29, 2023 |
Consent of Jakob Dupont, M.D., the Apexigen Designee. Exhibit 99.2 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in this Registration Statement on Form S-4, to which this consent is an exhibit, filed by Pyxis Oncology, Inc. (the “Registrant”) with the Securities and Exchange Commission, and all amendments (including post-effective amendments) th |
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| June 29, 2023 |
Form of Proxy Card of Apexigen, Inc. Exhibit 99.3 YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: P.O. BOX 8016, CARY, NC 27512-9903 INTERNET Go To: www.proxypush.com/APGN • Cast your vote online • Have your Proxy Card ready • Follow the simple instructions to record your vote PHONE Call 1-866-478-0267 • Use any touch-tone telephone • Have your Proxy Card ready • Follow the simple recorded instructions MAIL • Mark, sign and date your Proxy C |
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| June 15, 2023 |
United States securities and exchange commission logo June 15, 2023 Lara Sullivan, M. |
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| June 13, 2023 |
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 13, 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 |
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| June 8, 2023 |
As filed with the Securities and Exchange Commission on June 8, 2023 Table of Contents As filed with the Securities and Exchange Commission on June 8, 2023 Registration No. |
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| June 8, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Pyxis Oncology, Inc. |
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| June 8, 2023 |
Consent of Ladenburg Thalmann & Co. Inc., Apexigen’s financial advisor. Exhibit 99.1 Consent of Ladenburg Thalmann & Co. Inc. June 8, 2023 Board of Directors Apexigen, Inc. 75 Shoreway Road, Suite C San Carlos, CA 94070 Re: Registration Statement on Form S-4 of Pyxis Oncology, Inc. Members of the Board: We hereby consent to the inclusion of our opinion letter, dated May 23, 2023, to the Board of Directors of Apexigen, Inc. (“Apexigen”) as Annex C to, and to the refere |
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| June 8, 2023 |
Form of Proxy Card of Apexigen, Inc. Exhibit 99.3 YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: P.O. BOX 8016, CARY, NC 27512-9903 INTERNET Go To: www.proxypush.com/APGN • Cast your vote online • Have your Proxy Card ready • Follow the simple instructions to record your vote PHONE Call 1-866-478-0267 • Use any touch-tone telephone • Have your Proxy Card ready • Follow the simple recorded instructions MAIL • Mark, sign and date your Proxy C |
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| May 30, 2023 |
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 30, 2023 On May 30, 2023, Pyxis Oncology, Inc. made available the following communication. *** Pyxis Oncology Advances PYX-106 and PYX-201 Clinical Programs First subject dosed in Phase 1 trial of PYX-106, a full |
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| May 25, 2023 |
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 |
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| May 24, 2023 |
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 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 |
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| May 24, 2023 |
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 |
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| May 24, 2023 |
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 |
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| 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. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39488 85-1260244 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| May 24, 2023 |
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 to that |
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| May 24, 2023 |
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 |
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| May 24, 2023 |
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 demonstrated r |
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| May 24, 2023 |
Exhibit 2.1 Executed 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 1 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 Section 1.07. |
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| May 24, 2023 |
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 |
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| May 24, 2023 |
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 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 |
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| May 24, 2023 |
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 |
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| May 11, 2023 |
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 Commission File Number: 001-40881 Pyxis Oncology, Inc. |
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| May 11, 2023 |
Exhibit 99.1 Pyxis Oncology Reports Financial Results for the First Quarter 2023 and Provides Corporate Update Orphan Drug Designation received for PYX-201 in pancreatic cancer Preliminary data from two Phase 1 trials anticipated late 2023 to early 2024 Strong balance sheet with $150.8 million in cash (including restricted cash) and short-term investments and no debt supports operations into 1H 20 |
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| May 11, 2023 |
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 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 File |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (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 001-4 |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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: 5 ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under § 240. |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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: 5 ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material under § 240. |
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| April 4, 2023 |
PYXS / Pyxis Oncology Inc / Sullivan Lara - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Pyxis Oncology, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 747324101 (CUSIP Number) Pamela Connealy Pyxis Oncology, Inc. 321 Harrison Avenue Boston, MA 02118 (617) 351-2575 (Name, Address and Telephone N |
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| March 28, 2023 |
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): March 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 Fil |
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| March 23, 2023 |
CUSIP No. 747324101 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the amendment to the statement on Schedule 13G to which this Agreement is annexed as Exhibit 99.1, including subsequent amendments thereto, is filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Dated: March 23, 2023 PFIZER |
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| March 23, 2023 |
PYXS / Pyxis Oncology Inc / PFIZER INC - SC 13G A 2 PYXIS ONCOLOGY Passive Investment CUSIP No. 747324101 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 2) 1 Pyxis Oncology, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 747324101 (CUSIP Number) March 17 |
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| March 22, 2023 |
EX-10 7 pyxs-ex1025.htm EX-10.25 Exhibit 10.25 CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 1 THIS AMENDMENT NO. 1 (“Amendment No. 1”) is made and entered into on June 28, 2022 (the “Amendment Effective Date”), by and between Pyxis Oncology, Inc., a c |
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| March 22, 2023 |
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): March 22, 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 Fil |
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| March 22, 2023 |
Amended Employment Agreement between Pyxis Oncology, Inc. and Lara Sullivan, M.D. Exhibit 10.21 Pyxis Oncology, Inc. October 18, 2022 Via Email Only Lara S. Sullivan, M.D., MBA [email protected] RE: AMENDED AND RESTATED OFFER LETTER Dear Dr. Sullivan: This Amended and Restated Offer Letter (this “Letter”) memorializes the amended and restated employment terms offered to you by Pyxis Oncology, Inc. (“Pyxis” or the “Company”). This Letter (including all amended and rest |
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| March 22, 2023 |
Amended Employment Agreement between Pyxis Oncology, Inc. and Pamela Connealy Exhibit 10.22 Pyxis Oncology, Inc. November 21, 2022 Via Email Only [email protected] Ms. Pamela Connealy RE: AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT Dear Ms. Connealy: On behalf of Pyxis Oncology, Inc. (“Pyxis”, or the “Company”), it is my pleasure to confirm the terms and conditions of your employment as Pyxis’s Chief Financial Officer, reporting to the Company’s Chief Exec |
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| March 22, 2023 |
Exhibit 10.27 CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 3 TO LICENSE AGREEMENT THIS AMENDMENT NO. 3 TO LICENSE AGREEMENT (“Amendment No. 3”) is made and entered into on November 22, 2022 (the “Amendment Effective Date”), by and between Pyxis Oncolo |
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| March 22, 2023 |
Exhibit 10.24 Amendment No. 1 to Amended and Restated License Agreement (“Amendment No. 1”) Amendment No. 1 Date: March 16, 2023 Name of Original Agreement: Amended and Restated License Agreement, as by that certain Letter Agreement, dated October 14, 2022, between the Parties (the “Agreement”) Execution Date of the Agreement: October 6, 2022 (“A&R Effective Date”) Parties: Pfizer Inc. (“Pfizer”) |
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| March 22, 2023 |
Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) Pyxis Oncology, Inc. |
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| March 22, 2023 |
Exhibit 21.1 List of Subsidiaries Subsidiary Jurisdiction Pyxis Securities Corporation Massachusetts |
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| March 22, 2023 |
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 001-40881 Pyxis Oncology, |
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| March 22, 2023 |
Exhibit 10.26 CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT #2 TO LICENSE AGREEMENT This AMENDMENT #2 TO LICENSE AGREEMENT (this “Amendment”) is made effective as of July 1, 2022 (“Amendment Effective Date”), by and between Pyxis Oncology, Inc., a Delaware |
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| March 22, 2023 |
Exhibit 99.1 Pyxis Oncology Reports Financial Results for the Fiscal Year Ended December 31, 2022, and Provides Corporate Update Preliminary data from two Phase 1 trials anticipated late 2023 to early 2024 First subject dosed in Phase 1 trial of PYX-201; clinical sites being activated and patient screening underway in Phase 1 trial of PYX-106 Strong balance sheet with $180.7 million in cash (inclu |
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| March 22, 2023 |
As filed with the Securities and Exchange Commission on March 22, 2023 As filed with the Securities and Exchange Commission on March 22, 2023 Registration No. |
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| March 22, 2023 |
Description of registrant’s securities Exhibit 4.1 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Pyxis Oncology, Inc. has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): its common stock, par value $0.001 per share (the “common stock”). For purposes of this exhibit, unless the context otherwise |
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| March 22, 2023 |
Amended Employment Agreement between Pyxis Oncology, Inc. and Jitu Wadhane Exhibit 10.23 Pyxis Oncology, Inc. November 21, 2022 Via Email Only [email protected] RE: EXECUTIVE EMPLOYMENT AGREEMENT Dear Mr. Wadhane: This Employment Agreement (this “Agreement”) memorializes the employment terms offered to you by Pyxis Oncology, Inc. (“Pyxis” or the “Company”). This Agreement (including all amended and restated terms herein) will supersede and replace in full the pr |
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| March 16, 2023 |
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): March 16, 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 Fil |
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| March 16, 2023 |
Exhibit 99.1 Pyxis Oncology Announces Dosing of First Subject in Phase 1 Trial of PYX-201, a Novel ADC for Solid Tumors Milestone marks transition of Pyxis Oncology to a clinical-stage company Preliminary data anticipated in early 2024 CAMBRIDGE, Mass., March 16, 2023 – Pyxis Oncology, Inc. (Nasdaq: PYXS), a clinical-stage company focused on developing next-generation therapeutics to target diffic |
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| February 14, 2023 |
PYXS / Pyxis Oncology Inc / TANG CAPITAL PARTNERS LP - AMENDMENT NO. 1 Passive Investment Securities and Exchange Commission Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2023 |
PYXS / Pyxis Oncology Inc / RTW INVESTMENTS, LP - PYXIS ONCOLOGY, INC. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pyxis Oncology, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 747324101 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant |
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| February 14, 2023 |
PYXS / Pyxis Oncology Inc / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Pyxis Oncology, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 747324101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 Pyxis Oncology, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 747324101 (CUSIP Number) Dec |
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| February 13, 2023 |
PYXS / Pyxis Oncology Inc / PFIZER INC - SC 13G/A PYXIS ONCOLOGY Passive Investment SC 13G/A 1 pyxis13gx2x22fv.htm SC 13G/A PYXIS ONCOLOGY CUSIP No. 747324101 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1) 1 Pyxis Oncology, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of |
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| February 13, 2023 |
EX-99.1 2 ex991jointxpyxisx213.htm EX-99.1 JOINT FILING AGREEMENT CUSIP No. 747324101 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the amendment to the statement on Schedule 13G to which this Agreement is annexed as Exhibit 99.1, including subsequent amendments thereto, is filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securiti |
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| February 8, 2023 |
PYXS / Pyxis Oncology Inc / Laurion Capital Management LP Passive Investment SC 13G 1 laurion-pyxs123122.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pyxis Oncology, Inc. (Name of Issuer) Common Stock, $0.001 per share (Title of Class of Securities) 747324101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| December 1, 2022 |
Exhibit 99.1 Pyxis Oncology Announces FDA Clearance of Two IND Applications FDA grants IND clearances of PYX-201, a novel antibody-drug conjugate (ADC) product candidate, and PYX-106, an immunotherapy product candidate Phase 1 clinical trials of PYX-201 and PYX-106 will evaluate the safety and anti-tumor activity in patients with select solid tumors Dual IND clearances represent achievement of sig |
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| December 1, 2022 |
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): December 01, 2022 Pyxis Oncology, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40881 83-1160910 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 10, 2022 |
[Signature Page Immediately Follows] November 10, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Lauren Hamill Re: Acceleration Request for Pyxis Oncology, Inc. Registration Statement on Form S-3 (File No. 333-268100) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Pyxis Oncology, Inc. (the ?Compa |
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| November 4, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.001 par value per share, of Pyxis Oncology, Inc. and further agree to the filing of this Joint Filing Agreement as an ex |
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| November 4, 2022 |
PYXS / Pyxis Oncology Inc / TANG CAPITAL PARTNERS LP Passive Investment Securities and Exchange Commission Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| November 3, 2022 |
United States securities and exchange commission logo November 3, 2022 Pam Connealy Chief Financial Officer Pyxis Oncology, Inc. |
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| November 1, 2022 |
Calculation of Registration Fee Table. Exhibit 107.1 Calculation of Filing Fee Tables Form S-3 (Form Type) Pyxis Oncology, 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 Offering Price Fee Rate Amount of Registration Fee |
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| November 1, 2022 |
Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDED AND RESTATED LICENSE AGREEMENT THIS AMENDED AND RESTATED LICENSE AGREEMENT (?Agreement?) is made effective as of the 6th day of October, 2022 (the ?A&R Effective Date?), by and between P |
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| November 1, 2022 |
Exhibit 4.1 PYXIS ONCOLOGY, INC. INDENTURE Dated as of , 20 [ ] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 4 ARTICLE II. THE SECURITIES 4 Section 2.1. Issuable in Series 4 Section 2.2. Establishme |
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| November 1, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 01, 2022 Pyxis Oncology, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40881 83-1160910 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 1, 2022 |
As filed with the Securities and Exchange Commission on November 1, 2022. Table of Contents As filed with the Securities and Exchange Commission on November 1, 2022. |
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| November 1, 2022 |
Exhibit 99.1 Pyxis Oncology Reports Financial Results for the Quarter Ended September 30, 2022 and Provides Corporate Update ? Expands worldwide licensing agreement with Pfizer to obtain additional antibody-drug conjugate (ADC) platform components ? Gains exclusive rights to Pfizer?s ADC technology platform and toolkit to certain licensed targets; Initial multi-target sublicense deal executed with |
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| November 1, 2022 |
Letter Agreement by and between Pyxis Oncology, Inc. and Pfizer Inc., dated October 14, 2022 Exhibit 10.2 LETTER AGREEMENT October 14, 2022 CONFIDENTIAL Pfizer Inc. 235 East 42nd Street New York, New York 10017 RE: Amended and Restated License Agreement, effective as of October 6, 2022 Reference is hereby made to that certain Amended and Restated License Agreement (the ?Agreement?), effective as of October 6, 2022, between Pyxis Oncology, Inc. (?Pyxis?), and Pfizer Inc. (?Pfizer?), pursua |
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| November 1, 2022 |
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 Commission File Number: 001-40881 Pyxis Oncology, Inc. |
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| November 1, 2022 |
Sales Agreement, dated as of November 1, 2022, between the Registrant and SVB Securities LLC. EX-1.2 2 d413257dex12.htm EX-1.2 Exhibit 1.2 PYXIS ONCOLOGY, INC. Shares of Common Stock ($0.001 par value per share) SALES AGREEMENT November 1, 2022 SVB SECURITIES LLC 1301 Avenue of the Americas, 12th Floor New York, New York 10019 Ladies and Gentlemen: Pyxis Oncology, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Securities LLC (the “Agent”), |
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| October 7, 2022 |
Entry into a Material Definitive Agreement, 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): October 6, 2022 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 |
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| August 15, 2022 |
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, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40881 Pyxis Oncology, Inc. |
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| August 15, 2022 |
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, 2022 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 |
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| August 15, 2022 |
Exhibit 99.1 Pyxis Oncology Reports Financial Results for the Second Quarter Ended June 30, 2022 and Provides Pipeline Update ? Prioritized pipeline to focus on most advanced programs while maintaining financial flexibility to pursue business development opportunities ? Appointed Rachel Humphrey, M.D., a senior biotech executive with extensive experience in drug development, to its Board of Direct |
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| August 9, 2022 |
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 03, 2022 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 |
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| July 1, 2022 |
As filed with the Securities and Exchange Commission on July 1, 2022 As filed with the Securities and Exchange Commission on July 1, 2022 Registration No. |
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| July 1, 2022 |
Calculation of Filing Fee Table EXHIBIT 107 Calculation of Filing Fee Table FORM S-8 (Form Type) Pyxis Oncology, Inc. |
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| July 1, 2022 |
Pyxis Oncology, Inc. 2022 Inducement Plan Exhibit 4.3 PYXIS ONCOLOGY, INC. 2022 INDUCEMENT PLAN 1. PURPOSE OF PLAN The purpose of this Pyxis Oncology, Inc. 2022 Inducement Plan (this ?Plan?) of Pyxis Oncology, Inc., a Delaware corporation (the ?Company?), is to advance the interests of the Company by providing a material inducement for the best available individuals to join the Company and its Subsidiaries as employees by affording such i |
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| June 14, 2022 |
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): June 13, 2022 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 |
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| May 23, 2022 |
PYXS / Pyxis Oncology Inc / Sullivan Lara - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pyxis Oncology, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 747324101 (CUSIP Number) Pamela Connealy Pyxis Oncology, Inc. 35 CambridgePark Drive Cambridge, MA, 02140 (617) 351-2575 (Name, Address and Tele |
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| May 13, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 13, 2022 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 |
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| May 13, 2022 |
Exhibit 99.1 Pyxis Oncology Reports Financial Results for the Quarter Ended March 31, 2022 and Provides Business Update CAMBRIDGE, Mass., May 13, 2022 ? Pyxis Oncology, Inc. (Nasdaq: PYXS), a multi-asset, multi-modality company focused on developing next-generation therapeutics for difficult to treat cancers, today reported financial results for its first quarter ended March 31, 2022. The Company |
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| May 13, 2022 |
License Agreement, dated March 28, 2022 between the registrant and Biosion USA, Inc. Exhibit 10.1 CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AGREEMENT This LICENSE AGREEMENT (?Agreement?) is made effective as of March 28, 2022 (the ?Effective Date?), by and between Pyxis Oncology, Inc., a Delaware corporation, having an address at 35 Camb |
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| May 13, 2022 |
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, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40881 Pyxis Oncology, Inc. |
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| April 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 Statement ? Definitive Additional Materials ? Soliciting Material under ? 240. |
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| April 28, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 Statement ? Definitive Additional Materials ? Soliciting Material under ? 240. |
