Pyxis Oncology, Inc. 8-KCurrent Reports (8-K / ad hoc)

Business

Item 1.01. Entry into a Material Definitive Agreement. Securities Purchase Agreement On June 30, 2026, 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) 19,600,153 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $2.551 per share, and (ii) common warrants (the “Common Warrants”) to purchase up to an equal amount of shares of Common Stock (the “Common Warrant Shares”) at an exercise price of $3.289 per Common Warrant. The Common Warrants will be exercisable on or after the earlier of (i) the date on which the Company first publicly discloses clinical data from its micvotabart pelidotin (MICVO) Phase 1 monotherapy study in second line and beyond Recurrent / Metastatic Head and Neck Squamous Cell Carcinoma, or (ii) October 1, 2026, and the Common Warrants will expire on July 2, 2029. Wells Fargo Securities, LLC acted as the placement agent for the Private Placement. The Company has agreed to pay customary placement fees and reimburse certain expenses of the placement agent. The Private Placement is expected to close on July 2, 2026, subject to customary closing conditions. The Company anticipates the gross proceeds from the Private Placement to be approximately $50.0 million, before deducting placement agent fees and offering expenses, and an additional approximately $64.0 million of gross proceeds if the accompanying Common Warrants are exercised in full for cash. The upfront proceeds are expected to extend the Company’s cash runway into the second quarter of 2027 and support the continued advancement of its lead clinical program, MICVO (micvotabart pelidotin), through key clinical milestones. The foregoing descriptions of the Securities Purchase Agreement and the Common 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 hereto, respectively, and incorporated by reference herein. Registration Rights Agreement On July 2, 2026, the Comp