{"url_path":"/sec/pyxs/8-k/2026-07-02/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/1782223/0001193125-26-294613-index.html","accession_number":"0001193125-26-294613","cik":"0001782223","ticker":"PYXS","issuer_name":"Pyxis Oncology, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1782223/0001193125-26-294613-index.html","primary_entity_key":"0001782223","primary_entity_name":"Pyxis Oncology, Inc."},"word_count":748,"has_tables":true,"body_markdown":"Item 1.01. Entry into a Material Definitive Agreement.\n\nSecurities Purchase Agreement\n\nOn 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”).\n\nPursuant 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.\n\nWells 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.\n\nThe 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.\n\n \n\nThe 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.\n\nThe 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.\n\nRegistration Rights Agreement\n\nOn July 2, 2026, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers, pursuant to which the Company agreed to register for resale the Shares and the Common Warrant Shares (the “Registrable Securities”). Under the Registration Rights Agreement, the Company has agreed to prepare and file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”), covering the resale of the Registrable Securities by no later than October 2, 2026 (the “Filing Deadline”). The Company has also agreed to use commercially reasonable efforts to cause such registration statement to become effective as soon as practicable, but in any event no later than the earlier of (i) the fifth Business Day after the date on which the Company is notified, orally or in writing, whichever is earlier, by the SEC that the registration statement will not be “reviewed” or will not be subject to further review and (ii) the 75th calendar day following the initial filing date of the registration statement if the SEC notifies the Company that it will “review” the registration statement (the “Effectiveness Deadline”). The Company also agreed to use commercially reasonable efforts to keep such registration statement effective until the earlier of (i) the date on which all Registrable Securities covered by the registration statement have been sold or otherwise disposed of pursuant to the registration statement or in a transaction in which the transferee receives freely tradeable shares or (ii) the date on which the Registrable Securities no longer constitute “Registrable Securities” pursuant to the definition outlined in the Registration Rights Agreement. The Company has agreed to be responsible for all fees and expenses incurred in connection with the registration of the Registrable Securities. In addition, certain liquidated damages provisions will apply to the Company in the event of registration failures, as described in the Registration Rights Agreement.\n\nThe Company has granted the Purchasers customary indemnification rights in connection with the registration statement. The Purchasers have also granted the Company customary indemnification rights in connection with the registration statement.\n\nThe foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Registration Rights Agreement, which is attached hereto as Exhibit 10.2 and incorporated herein by reference."}