Pyxis Oncology, Inc.

DEF 14A 12025_pyxs-14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

PYXIS ONCOLOGY, INC.(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PYXIS ONCOLOGY, INC.

321 Harrison Avenue

Boston, Massachusetts 02118

NOTICE OF THE 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 18, 2025

DEAR STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Pyxis Oncology, Inc., a Delaware corporation, will be held on June 18, 2025, at 09:00 a.m. Eastern Standard Time in a virtual meeting format only. We believe hosting a virtual meeting enables participation by more of our stockholders, while lowering the cost of conducting the meeting. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to attend online and participate. In order to attend the Annual Meeting, you must register atwww.proxydocs.com/PYXS. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting. We recommend that you log in a few minutes before 09:00 a.m., Eastern Standard Time, on June 18, 2025 to ensure you are logged in when the Annual Meeting begins.

During the Annual Meeting, stockholders will be asked to consider the following matters, as more fully described in the proxy statement accompanying this notice:

These items of business are more fully described in the proxy statement accompanying this notice.

Stockholders of record at the close of business on April 21, 2025 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. All stockholders are cordially invited to attend the meeting.

YOUR VOTE IS IMPORTANT.

You may cast your vote over the Internet, by telephone, or by completing and mailing a proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares in person virtually. Proxies forwarded by or for banks, brokers or other nominees should be returned as requested by them. We encourage you to vote promptly to ensure your vote is represented at the Annual Meeting, regardless of whether you plan to attend.

You can find detailed information regarding voting in the section titled “General Information” on pages 1 through 5 of the accompanying proxy statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 18, 2025

The notice of the Annual Meeting, proxy statement and the Company’s Annual Report

on Form 10-K for the fiscal year ended December 31, 2024, are available at www.proxydocs.com/PYXS.

You will be asked to enter the control number located on your proxy card or Notice of Internet

Availability of Proxy Materials to access the Company’s materials and vote through www.proxydocs.com/PYXS.

Boston, Massachusetts

April 29, 2025

TABLE OF CONTENTS

PYXIS ONCOLOGY, INC.

321 Harrison Avenue

Boston, Massachusetts 02118

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 18, 2025

PROXY STATEMENT