Pyxis Oncology, Inc.
For the period ended Dec 31, 2024. Filed Mar 18, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 18, 2025
PYXS$1.63-4.1%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits, Financial Statement Schedules
(1)
For a list of the financial statements included herein and report of independent registered public accounting firm (PCAOB ID:42), see Index to the Consolidated Financial Statements on page F-1 of this Annual Report on Form 10-K, incorporated into this Item by reference.
(2)
Financial statement schedules have been omitted because they are either not required or not applicable or the information is included in the consolidated financial statements or the notes thereto.
(3)
Exhibits:
| ExhibitNumber · Description · Form · File No. · Exhibit · Filing Date · Filed Herewith | |||||
|---|---|---|---|---|---|
| 2.1 | Agreement and Plan of Merger, dated May 23, 2023, by and among Pyxis Oncology, Inc., Ascent Merger Sub Corp., and Apexigen Inc. | 8-K | 001-40881 | 2.1 | May 24, 2023 |
| 3.1 | Amended and Restated Certificate of Incorporation of Pyxis Oncology, Inc. | 10-Q | 001-40881 | 3.1 | November 15, 2021 |
| 3.2 | Amended and Restated Bylaws of Pyxis Oncology, Inc. | 10-Q | 001-40881 | 3.1 | November 15, 2021 |
| 4.1 | Description of registrant’s securities | 10-K | 001-40881 | 4.1 | March 22, 2023 |
| 4.2 | Form of Pyxis Oncology Warrant #1 (common stock purchase warrant of Apexigen assumed by Pyxis Oncology in connection with the Merger on August 23, 2023) | POS AM | 333-272510 | 4.2 | August 23, 2023 |
| 4.3 | Form of Pyxis Oncology Warrant #2 (placement agent common stock purchase warrant of Apexigen assumed by Pyxis Oncology in connection with the Merger on August 23, 2023) | POS AM | 333-272510 | 4.3 | August 23, 2023 |
| 4.4 | Warrant Assumption Agreement, dated August 23, 2023, by and among Apexigen and Pyxis Oncology | POS AM | 333-272510 | 4.4 | August 23, 2023 |
| 4.5 | Amended and Restated Warrant Agreement, dated July 29, 2022, by and between Brookline Capital Acquisition Corp. (“BCAC”) and Continental Stock Transfer and Trust Company (“Continental”) which includes a form of warrant certificate for the Pyxis Oncology Warrant #3 (warrant of BCAC assumed by Apexigen in connection with its business combination with BCAC, assumed by Pyxis Oncology in connection with the Merger on August 23, 2023 | POS AM | 333-272510 | 4.5 | August 23, 2023 |
| 4.6 | Warrant Assignment, Assumption and Amendment Agreement, dated August 23, 2023, by and among Apexigen (as successor to BCAC), Pyxis Oncology and Broadridge Corporate Issuer Solutions, LLC (as successor to Continental). | POS AM | 333-272510 | 4.6 | August 23, 2023 |
| 4.7 | Form of Pyxis Oncology Warrant #4 (warrant of Epitomics, Inc. (“Epitomics”) assumed by Apexigen in connection with its spin-out from Epitomics, assumed by Pyxis Oncology in connection with the Merger on August 23, 2023 | POS AM | 333-272510 | 4.7 | August 23, 2023 |
| 4.8 | Form of Pre-Funded Warrant | 8-K | 001-40881 | 4.1 | February 28, 2024 |
| 10.1 | Amended and Restated Investor Rights Agreement, dated March 5, 2021 | S-1/A | 333-259627 | 10.1 | October 1, 2021 |
| 10.2+ | Form of Indemnification Agreement | S-1/A | 333-259627 | 10.2 | October 4, 2021 |
| 10.3+ | Pyxis Oncology, Inc. 2019 Equity Incentive Plan | S-8 | 333-260441 | 4.3 | October 22, 2021 |
| 10.4+ | Pyxis Oncology, Inc. 2021 Equity Incentive Plan | S-8 | 333-260441 | 4.4 | October 22, 2021 |
| 10.5+ | Pyxis Oncology, Inc. Employee Stock Purchase Plan | S-8 | 333-260441 | 4.5 | October 22, 2021 |
| 10.6† | License Agreement by and between Pyxis Oncology, Inc. and Pfizer Inc., dated December 8, 2020 | S-1 | 333-259627 | 10.7 | September 17, 2021 |
| 10.7† | Amendment No. 1 to License Agreement by and between Pyxis Oncology, Inc. and Pfizer Inc., dated March 22, 2021 | S-1 | 333-259627 | 10.8 | September 17, 2021 |
| 10.8† | Exclusive License Agreement between the University of Chicago and Pyxis Oncology for Cancer Immunotherapy Technology, dated April 16, 2020 | S-1 | 333-259627 | 10.9 | September 17, 2021 |
| 10.9† | License Agreement between Pyxis Oncology, Inc. and LegoChem Biosciences Inc., dated December 1, 2020 | S-1 | 333-259627 | 10.10 | September 17, 2021 |
| 10.10† | First Amendment to License Agreement between Pyxis Oncology, Inc. and LegoChem Biosciences Inc., dated February 25, 2021 | S-1 | 333-259627 | 10.11 | September 17, 2021 |
| 10.11† | Opt-In, Investment and Additional Consideration Agreement between Pyxis Oncology, Inc. and LegoChem Biosciences, Inc., dated December 1, 2020 | S-1 | 333-259627 | 10.12 | September 17, 2021 |
| 10.12 | Amendment to Opt-In, Investment and Additional Consideration Agreement between Pyxis Oncology, Inc. and LegoChem Biosciences, Inc., dated August 2, 2021 | S-1/A | 333-259627 | 10.13 | October 1, 2021 |
| 10.13 | Lease by and between B9 LS Harrison & Washington LLC and Pyxis Oncology, Inc., dated September 29, 2021. | S-1/A | 333-259627 | 10.15 | October 1, 2021 |
| 10.14† | License Agreement, dated March 28, 2022 between the registrant and Biosion USA, Inc. | 10-Q | 001-40881 | 10.1 | May 13, 2022 | |
| 10.15† | Amended and Restated License Agreement by and between Pyxis Oncology, Inc. and Pfizer Inc., dated October 6, 2022 | 10-Q | 001-40881 | 10.1 | November 1, 2022 | |
| 10.16† | Letter Agreement by and between Pyxis Oncology, Inc. and Pfizer Inc., dated October 14, 2022 | 10-Q | 001-40881 | 10.2 | November 1, 2022 | |
| 10.17+ | Amended Employment Agreement between Pyxis Oncology, Inc. and Lara Sullivan, M.D. | 10-K | 001-40881 | 10.21 | March 22, 2023 | |
| 10.18+ | Amended Employment Agreement between Pyxis Oncology, Inc. and Pamela Connealy | 10-K | 001-40881 | 10.22 | March 22, 2023 | |
| 10.19+ | Amended Employment Agreement between Pyxis Oncology, Inc. and Jitu Wadhane | 10-K | 001-40881 | 10.23 | March 22, 2023 | |
| 10.20 | Amendment No. 1 dated March 16, 2023 to Amended and Restated License Agreement by and between Pyxis Oncology, Inc. and Pfizer Inc., dated October 14, 2022 | 10-K | 001-40881 | 10.24 | March 22, 2023 | |
| 10.21† | Amendment No. 1 to License Agreement, dated March 28, 2022 between the registrant and Biosion USA, Inc. | 10-K | 001-40881 | 10.25 | March 22, 2023 | |
| 10.22† | Amendment No. 2 to License Agreement, dated March 28, 2022 between the registrant and Biosion USA, Inc. | 10-K | 001-40881 | 10.26 | March 22, 2023 | |
| 10.23† | Amendment No. 3 to License Agreement, dated March 28, 2022 between the registrant and Biosion USA, Inc. | 10-K | 001-40881 | 10.27 | March 22, 2023 | |
| 10.24† | Amendment No. 4 to License Agreement by and between Pyxis Oncology, Inc. and Biosion USA, Inc. Dated May 17, 2023 | 10-Q | 001-40881 | 10.1 | August 11, 2023 | |
| 10.25+ | Apexigen, Inc. 2010 Equity Incentive Plan. | S-8 POS | 333-272510 | 4.3 | August 23, 2023 | |
| 10.26+ | Apexigen, Inc. 2020 Equity Incentive Plan. | S-8 POS | 333-272510 | 4.4 | August 23, 2023 | |
| 10.27+ | Apexigen, Inc. 2022 Equity Incentive Plan. | S-8 POS | 333-272510 | 4.5 | August 23, 2023 | |
| 10.28† | Securities Purchase Agreement, dated February 26, 2024, by and among Pyxis Oncology, Inc. and each of the purchasers as party thereto | 8-K | 001-40881 | 10.1 | February 28, 2024 | |
| 10.29 | Form of Registration Rights Agreement | 8-K | 001-40881 | 10.2 | February 28, 2024 | |
| 10.30+† | Amended Employment Agreement between Pyxis Oncology, Inc. and Ken Kobayashi, M.D. | 10-K | 001-40881 | 10.34 | March 21, 2024 | |
| 10.31 | Dissolution Agreement by and among Pyxis Oncology, Inc., Alloy Therapeutics, Inc. and Voxall Therapeutics, LLC., dated February 6, 2024 | 10-K | 001-40881 | 10.35 | March 21, 2024 | |
| 10.32 | Pyxis Oncology, Inc. Deferred Compensation Plan | 10-Q | 001-40881 | 10.1 | August 14, 2024 | |
| 10.33 | First Amendment to Pyxis Oncology, Inc. 2021 Equity and Incentive Plan | 14A | 001-40881 | A-1 | September 25, 2024 | |
| 19.1 | Insider Trading Policy dated November 14, 2023 | X | ||||
| 21.1 | List of Subsidiaries | 10-K | 001-40881 | 21.1 | March 21, 2024 | |
| 23.1 | Consent of Ernst & Young LLP, independent registered public accounting firm. | X | ||||
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 97 | Pyxis Oncology, Inc. Clawback Policy | 10-K | 001-40881 | 97 | March 22, 2024 | X |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document | X | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | X | ||||
- The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing.
- Indicates management contract or compensatory plan.
† Certain confidential information contained in this exhibit, marked by [***], has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.