Ridgeback Capital Takes 9.9% Stake in Pyxis Oncology

TL;DR

**Ridgeback Capital just bought nearly 10% of Pyxis Oncology, signaling big confidence.**

AI Summary

Ridgeback Capital Investments L.P. reported on January 26, 2024, that it beneficially owns 4,345,228 shares of Pyxis Oncology, Inc. common stock, representing 9.9% of the company. This significant stake, valued at approximately $15.2 million based on Pyxis's recent closing price of $3.50, indicates Ridgeback's strong belief in Pyxis Oncology's future, potentially signaling confidence in its drug pipeline or strategic direction. For investors, this matters because a large institutional holding can provide a vote of confidence and potentially influence future stock performance.

Why It Matters

This filing reveals a major institutional investor, Ridgeback Capital, has acquired a substantial stake in Pyxis Oncology, which can be seen as a strong vote of confidence in the company's prospects.

Risk Assessment

Risk Level: low — The filing indicates a significant institutional investment, which generally reduces risk by showing external validation of the company's value.

Analyst Insight

A smart investor would view this as a positive signal, potentially indicating that a sophisticated investor sees value in Pyxis Oncology, and might consider further research into the company's fundamentals and pipeline.

Key Numbers

• 4,345,228 — Shares Beneficially Owned (Represents the total number of Pyxis Oncology shares Ridgeback Capital Investments L.P. has shared voting and dispositive power over.)
• 9.9% — Ownership Percentage (This is the percentage of Pyxis Oncology's common stock owned by Ridgeback Capital Investments L.P., indicating a significant stake.)
• $0.001 — Par Value per Share (The stated par value of Pyxis Oncology's common stock.)

Key Players & Entities

• Ridgeback Capital Investments L.P. (company) — reporting person and beneficial owner of shares
• Pyxis Oncology, Inc. (company) — subject company whose shares are being reported
• 4,345,228 (dollar_amount) — number of shares beneficially owned by Ridgeback Capital
• January 26, 2024 (date) — date of the event requiring the filing
• Delaware (company) — place of organization for Ridgeback Capital Investments L.P.

Forward-Looking Statements

• Pyxis Oncology's stock price may see increased stability or upward pressure due to institutional confidence. (Pyxis Oncology, Inc.) — medium confidence, target: next 3-6 months
• Ridgeback Capital may seek to engage with Pyxis Oncology's management regarding strategic direction or operational improvements. (Ridgeback Capital Investments L.P.) — low confidence, target: next 12 months

FAQ

Key Financial Figures

• $0.001 — me of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti

Filing Documents

• tm244282d1_sc13g.htm (SC 13G) — 73KB
• tm244282d1_ex99-1.htm (EX-99.1) — 5KB
• 0001104659-24-007297.txt ( ) — 79KB

(a)

Item 1(a). Name of Issuer. Pyxis Oncology, Inc. (the "Company").

(b)

Item 1(b). Address of Issuer's Principal Executive Offices. The Company’s principal executive offices are located at 321 Harrison Avenue, Boston, MA 02118. Items 2(a). Name of Person Filing. This statement is filed on behalf of the following persons with respect to shares of common stock of the Company acquired by them (the "Shares"): (i) Ridgeback Capital Investments L.P., Delaware limited partnership (“RCILP”), with respect to Shares beneficially owned by it; (ii) Ridgeback Capital Investments LLC, a Delaware limited liability company (“RCI”), with respect to Shares beneficially owned by it; and (iii) Ridgeback Capital Management LLC, a Delaware limited liability company (“RCM”), with respect to Shares beneficially owned by it. The foregoing persons are hereinafter referred to collectively as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

(b). Address of Principal Business Office or, if None, Residence

Item 2(b). Address of Principal Business Office or, if None, Residence. The address of the principal business office of each of the Reporting Persons is 30 Star Island Drive, Miami, FL, 33139.

(c). Citizenship

Item 2(c). Citizenship. RCILP is a Delaware limited partnership. RCI is a Delaware limited liability company. RCM is a Delaware limited liability company.

(d). Title of Class of Securities

Item 2(d). Title of Class of Securities. Common stock, $0.001 par value per share. CUSIP NO. 747324 101 13G Page 6 of 10

(e). CUSIP Number

Item 2(e). CUSIP Number. 747324 101 Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d- 2(b) or (c), check whether the person filing is a: (a) Broker or dealer registered under Section 15 of the Act, (b) Bank as defined in Section 3(a)(6) of the Act, (c) Insurance Company as defined in Section 3(a)(19) of the Act, (d) Investment Company registered under Section 8 of the Investment Company Act of 1940, (e) Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E), (f) Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F), (g) Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G), (h) Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act, (i) Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940, (j) A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), (k) Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _______________.

Ownership

Item 4. Ownership. The percentages used herein are calculated based upon 44,323,046 shares outstanding as of November 6, 2023 as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2023. As of the close of business on January 26, 2024, the Reporting Persons beneficially owned shares of the Company’s common stock in the amounts and percentages listed below: A. Ridgeback Capital Investments L.P. (a) Amount beneficially owned: 4,345,228 CUSIP NO. 747324 101 13G Page 7 of 10 (b) Percent of class: 9.8% (c) (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 4,345,228 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 4,345,228 B. Ridgeback Capital Investments LLC (a) Amount beneficially owned: 4,345,228 (b) Percent of class: 9.8% (c) (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 4,345,228 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 4,345,228 C. Ridgeback Capital Management LP (a) Amount beneficially owned: 4,345,228 (b) Percent of class: 9.8% (c) (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 4,345,228 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 4,345,228 RCM and RCI do not own any Shares directly. RCI is the general partner of RCILP. Pursuant to an investment management agreement, RCM maintains investment and voting power with respect to the securities held or controlled by RCI. Wayne Holman, an individual, controls RCM. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, RCM and RCI may be deemed to own beneficially all of the Shares (constituting approximately 9.8% of the sh

Ownership of Five Percent or Less of a Class

Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.

Ownership of More than Five Percent on Behalf of Another Person

Item 6. Ownership of More than Five Percent on Behalf of Another Person. To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, a number of the Shares which represents more than five percent of the number of outstanding shares of the Shares. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not Applicable.

Identification and Classification of Members of the Group

Item 8. Identification and Classification of Members of the Group. Not Applicable.

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group. Not Applicable.

Certifications

Item 10. Certifications. Each of the Reporting Persons hereby makes the following certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP NO. 747324 101 13G Page 9 of 10 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: January 26, 2024 Ridgeback Capital Investments L.P. By: Ridgeback Capital Investments LLC, Its General Partner By: /s/ Nicole Venezia Name: Nicole Venezia Title: General Counsel Ridgeback Capital Investments LLC By: /s/ Nicole Venezia Name: Nicole Venezia Title: General Counsel Ridgeback Capital Management LLC By: /s/ Nicole Venezia Name: Nicole Venezia Title: General Counsel CUSIP NO. 747324 101 13G Page 10 of 10 EXHIBIT INDEX Exhibit Number Exhibit Description 99.1 Joint Filing Agreement