Pyxis Oncology Enters Material Agreement, Sells Equity on Feb 26

TL;DR

**Pyxis Oncology just inked a major deal and sold some stock, signaling big moves for the company!**

AI Summary

Pyxis Oncology, Inc. entered into a material definitive agreement on February 26, 2024, which also involved unregistered sales of equity securities. The company, based in Boston, Massachusetts, filed this 8-K to report these events, indicating a potential capital raise or strategic partnership. This filing also includes Regulation FD Disclosure and Financial Statements and Exhibits.

Why It Matters

This filing signals a significant corporate action for Pyxis Oncology, potentially impacting its financial structure and future operations through new agreements and equity sales.

Risk Assessment

Risk Level: medium — Unregistered sales of equity securities can dilute existing shareholders, but a material definitive agreement could also bring significant strategic benefits.

Key Players & Entities

• Pyxis Oncology, Inc. (company) — Registrant
• February 26, 2024 (date) — Date of earliest event reported
• Boston, Massachusetts (location) — Principal Executive Offices
• 001-40881 (other) — Commission File Number
• 83-1160910 (other) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share PYXS The Nasdaq Global Se
• $4.78 — "Common Stock"), at a purchase price of $4.78 per share, and (ii) pre-funded warrants
• $4.779 — Warrant Shares") at a purchase price of $4.779 per Pre-Funded Warrant, which represent
• $50 m — e Private Placement to be approximately $50 million, before deducting placement agent

Filing Documents

• pyxs-20240226.htm (8-K) — 53KB
• pyxs-ex4_1.htm (EX-4.1) — 167KB
• pyxs-ex10_1.htm (EX-10.1) — 451KB
• pyxs-ex10_2.htm (EX-10.2) — 227KB
• pyxs-ex99_1.htm (EX-99.1) — 16KB
• img244827169_0.jpg (GRAPHIC) — 7KB
• 0000950170-24-021643.txt ( ) — 1164KB
• pyxs-20240226.xsd (EX-101.SCH) — 25KB
• pyxs-20240226_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On February 26, 2024, Pyxis Oncology, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") for a private placement (the "Private Placement") with certain institutional and accredited investors (each, a "Purchaser" and collectively, the "Purchasers"). Pursuant to the Securities Purchase Agreement, the Company agreed to issue and sell to the Purchasers an aggregate of (i) 8,849,371 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a purchase price of $4.78 per share, and (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of 1,611,215 shares of Common Stock (the "Pre-Funded Warrant Shares") at a purchase price of $4.779 per Pre-Funded Warrant, which represents the per share purchase price of the Shares less the $0.001 per share exercise price for each Pre-Funded Warrant. The Pre-Funded Warrants will be exercisable at any time after the date of issuance and will not expire. Leerink Partners LLC acted as the lead placement agent and LifeSci Capital LLC acted as co-placement agent for the Private Placement. The Company has agreed to pay customary placement fees and reimburse certain expenses of the placement agents. The Private Placement is expected to close on February 29, 2024, subject to customary closing conditions. The Company anticipates the gross proceeds from the Private Placement to be approximately $50 million, before deducting placement agent fees and offering expenses. The Company intends to use the net proceeds from this proposed financing for working capital and general corporate purposes. The foregoing descriptions of the Securities Purchase Agreement and the Pre-Funded Warrants do not purport to be complete and are qualified in their entirety by reference to such agreements, copies of which are filed as Exhibits 10.1 and 4.1

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. To the extent required by Form 8-K, the disclosures in Item 1.01 above are incorporated herein by reference. The securities to be issued and sold to the Purchasers under the Securities Purchase Agreement are not registered under the Securities Act of 1933, as amended (the "Securities Act"), and are being sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. The Company relied on this exemption from registration based in part on representations made by the Purchasers. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of common stock or other securities of the Company.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On February 27, 2024, the Company issued a press release announcing the Private Placement. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company's filing with the SEC made by the Company, regardless of any general incorporation language in such filings, except to the extent expressly set forth by reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Pre-Funded Warrant 10.1* Securities Purchase Agreement, dated February 26, 2024, by and among Pyxis Oncology, Inc. and each of the purchasers as party thereto 10.2 Form of Registration Rights Agreement 99.1 Press Release dated February 27, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Pyxis Oncology, Inc. Date: February 28, 2024 By: /s/ Pamela Connealy Pamela Connealy Chief Financial Officer and Chief Operating Officer