Pyxis Oncology Files Schedule 13D/A Amendment

TL;DR

Pyxis Oncology (PYXS) filed a 13D/A amendment on 3/26. Ownership change details unclear from excerpt.

AI Summary

On March 26, 2024, Pyxis Oncology, Inc. filed an amendment (Amendment No. 3) to its Schedule 13D. This filing indicates a change in beneficial ownership of the company's common stock. The filing was made by Sullivan Lara, with a mailing address associated with Rexahn Pharmaceuticals, Inc. The specific details of the change in ownership or the exact percentage are not provided in this excerpt.

Why It Matters

Schedule 13D filings are crucial for investors as they disclose significant changes in ownership of a public company, potentially signaling shifts in control or strategy.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, which can introduce volatility.

Key Numbers

• 0000950170-24-041264 — Accession Number (Unique identifier for the SEC filing)
• 20240403 — Filing Date (Date the filing was made with the SEC)
• March 26, 2024 — Date of Event (Date of the event requiring the filing)

Key Players & Entities

• Pyxis Oncology, Inc. (company) — Subject Company
• Sullivan Lara (person) — Filing Person
• Rexahn Pharmaceuticals, Inc. (company) — Associated with Filing Person's address
• Pamela Connealy (person) — Authorized to Receive Notices

FAQ

Key Financial Figures

• $0.001 — e of Issuer) Common Stock , par value $0.001 per share (Title of Class of Securiti
• $3.83 — ,071,242 Shares at an exercise price of $3.83 per share. Such stock options vest over

Filing Documents

• 2024_schedule_13da_-_lar.htm (SC 13D/A) — 57KB
• 0000950170-24-041264.txt ( ) — 58KB

Security and Issuer

Item 1. Security and Issuer This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) is being filed by the undersigned, pursuant to Rule 13d-2(a) under the Act, with respect to the Common Stock, $0.001 par value per share (the “Shares”), of Pyxis Oncology, Inc. (the “Issuer”), whose principal executive offices are located at 321 Harrison Avenue, Boston, Massachusetts 02118. This Amendment No. 3 amends and supplements the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 22, 2021 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed on May 23, 2022 and by Amendment No. 2 filed on April 4, 2023 (together with this Amendment No. 3, the “Schedule 13D”). Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings previously defined in the Schedule 13D. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration

of the Schedule 13D is hereby amended and supplemented as follows

Item 3 of the Schedule 13D is hereby amended and supplemented as follows: In connection with Lara Sullivan's role as Chief Executive Officer of the Issuer, on March 26, 2024, the Issuer granted the reporting person a stock option to purchase 1,071,242 Shares at an exercise price of $3.83 per share. Such stock options vest over a four year period, with 25% vesting on the first anniversary of the grant date, and the remaining 75% vesting in 36 substantially-equal monthly installments thereafter, subject to the reporting person's continued employment through the applicable vesting date.

Purpose of Transaction

Item 4. Purpose of Transaction

of the Schedule 13D is hereby amended and supplemented as follows

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: The response to Item 3 of this Amendment No. 3 is incorporated by reference herein.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

(a) – (c) of the Schedule 13D is hereby amended and supplemented as follows

Item 5(a) – (c) of the Schedule 13D is hereby amended and supplemented as follows: (a, b) As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of 5,489,699 Shares, representing approximately 8.89% of the total number of shares outstanding. This amount includes: (i) an aggregate 3,085,817 Shares obtainable upon exercise of options, certain of which are subject to vesting upon the reporting person's continued employment through the applicable vesting date; and (ii) 537,335 Shares obtainable upon vesting of RSUs, all of which are subject to vesting upon the reporting person's continued employment through the applicable vesting date. The foregoing beneficial ownership percentage is based on the sum of (i) 58,133,375 Shares outstanding as of March 20, 2024, as reported in the Issuer’s Annual Report on Form 10-K filed on March 21, 2024, plus (ii) the 3,085,817 Shares issuable upon exercise of options granted to the reporting person, and (iii) the 537,335 Shares issuable upon vesting of RSUs granted to the reporting person, each of (ii) and (iii) which have been added to the total Shares outstanding in accordance with Rule 13d-3(d)(3) under the Act. (c) The response to Item 3 of this Amendment No. 3 is incorporated by reference herein. Other than as disclosed in this Amendment No. 3, there have been no transactions in the Shares by the reporting person effected during the past sixty days. CUSIP NO. 747324101 Page 4 of 4 Pages 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. April 3, 2024 By: /s/ Lara Sullivan Lara Sullivan President and Chief Executive Officer Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).