Pyxis Oncology, Inc.
For the period ended Apr 29, 2025. Filed Apr 29, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 29, 2025 · Filed Apr 29, 2025
Contents
EQUITY COMPENSATION PLAN INFORMATION
Securities authorized for issuance under equity incentive plans
The following table summarizes information about our equity incentive plans as of December 31, 2024. All outstanding awards relate to our common stock.
| Number of Securitiesto be Issued UponExercise ofOutstanding Options,Warrants and Rights(a)(#) | WeightedAverage ExercisePrice ofOutstanding Options,Warrants and Rights(1)(b)($) | Number of SecuritiesRemaining Availablefor Future IssuanceUnder EquityCompensation Plans(Excluding SecuritiesReflected in Column (a))(c)(#) | |
|---|---|---|---|
| Equity compensation plans approved by security holders: | |||
| 2019 Equity Incentive Plan | 2,546,619 | $2.46 | 132,314 |
| 2021 Equity Incentive Plan (2) | 7,512,325 | $4.66 | 3,773,716 |
| 2021 Employee Stock Purchase Plan (3) | — | — | 573,316 |
| Equity compensation plans not approved by security holders: | |||
| 2022 Equity Incentive Plan (4) | 1,052,254 | $6.72 | 285,563 |
| 2022 Inducement Plan | 1,133,527 | $2.21 | 105,749 |
| Total | 12,244,725 | $5.04 | 4,868,658 |
| (1) | Restricted stock units (“RSUs”) issued under the 2022 Inducement Plan, 2022 Equity Incentive Plan, 2021 Equity Incentive Plan and 2019 Equity Incentive Plan, which do not have an exercise price, are excluded in the calculation of weighted-average exercise price. |
| (2) | The number of shares of common stock reserved for issuance under the 2021 Equity Incentive Plan will automatically increase annually on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2022, and continuing until (and including) the fiscal year ending December 31, 2031 by the lesser of (i) 5% of the total number of shares of common stock outstanding on December 31st of the immediately preceding fiscal year and (ii) the number of shares as may be determined by the board of directors. On January 1, 2024, the number of shares of common stock available for issuance under the 2021 Equity Incentive Plan increased by 2,237,743 shares as a result of the evergreen provision. |
| (3) | The number of shares of common stock reserved for issuance under the 2021 Employee Stock Purchase Plan will automatically increase annually on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2022, and continuing until (and including) the fiscal year ending December 31, 2031 by the lesser of (i) 110,080 shares, (ii) 1% of the total number of shares of common stock outstanding on December 31st of the immediately preceding fiscal year and (iii) the number of shares as may be determined by the board of directors. On January 1, 2024, the number of shares of common stock available for issuance under the 2021 Employee Stock Purchase Plan increased by 110,080 shares as a result of the evergreen provision. |
| (4) | The Apexigen 2022 Equity Incentive Plan (the “2022 Plan”) was assumed by the Company in its acquisition of Apexigen, Inc. in August 2023. The 2022 Plan is described in Note 16 to the Company’s Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2024. The number of shares of common stock reserved for issuance under the 2022 Equity Incentive Plan will automatically increase on January 1 of each calendar year, starting on January 1, 2023 through January 1, 2032, in an amount equal to the lesser of (i) 0.8625% of the total number of shares of common stock outstanding on the last day of the calendar month before the date of each automatic increase, (ii) 554,890 shares, or (iii) such number of shares determined by the administrator of the 2022 Plan. On January 1, 2024, the number of shares of common stock available for issuance under the 2022 Equity Incentive Plan increased by 386,010 shares as a result of the evergreen provision. |
PROPOSAL TWO:
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2025
Our Board and the Audit Committee are asking our stockholders to ratify the appointment by the Audit Committee of Ernst & Young LLP (“EY”), as the independent public accounting firm to conduct the audit of our financial statements for the fiscal year ending December 31, 2025. Stockholder ratification of such selection is not required by our bylaws or any other applicable legal requirement. However, our Board is submitting the selection of EY to our stockholders for ratification as a matter of good corporate governance.
In the event our stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to continue to retain EY for the fiscal year ending December 31, 2025. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change should be made.
EY has audited our financial statements since 2021. A representative of EY is expected to be present at the Annual Meeting, and will have the opportunity to make a statement if he or she desires to do so and is expected to be available to respond to appropriate stockholder questions.
Principal Accountant Fees and Services
The following table presents fees for professional services rendered by EY for the years ended December 31, 2024 and 2023:
| Fiscal Year 2024 ($) | Fiscal Year 2023 ($) | |
|---|---|---|
| Audit fees | $733,000 | $864,377 |
| Audit-related fees | — | — |
| Tax fees | — | — |
| All other fees | — | — |
| Total fees | $733,000 | $864,377 |
Audit fees consist of fees for professional services rendered for the annual audit of our consolidated financial statements included in our Annual Report on Form 10-K, reviews of the interim consolidated financial statements included in our Form 10-Q Quarterly Reports, consents and procedures related to our registration statements filed with the SEC, comfort letters for equity offerings, and services that are normally provided in connection with the consolidated financial statement audit.
There were no audit-related, tax, or other fees billed by EY for the years ended December 31, 2024 and 2023.
Determination of Independence
In considering the nature of the services provided by our independent registered public accounting firm, the Audit Committee determined that such services are compatible with the provision of independent audit services. The Audit Committee discussed these services with our independent registered public accounting firm and our management to determine that they are permitted under the rules and regulations concerning auditor independence.
Additional information concerning the Audit Committee and its activities can be found under the headings: “Committees of the Board of Directors” and “Audit Committee Report.”
Pre-Approval Policy
According to policies adopted by the Audit Committee and ratified by our Board, to ensure compliance with the SEC’s rules regarding auditor independence, all audit and non-audit services to be provided by our independent registered public accounting firm must be pre-approved by the Audit Committee. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.
Our Audit Committee pre-approved all services provided by EY during the years ended December 31, 2024 and 2023 in accordance with this policy.
Recommendation of Our Board and Audit Committee
OUR BOARD AND OUR AUDIT COMMITTEE UNANIMOUSLY RECOMMEND THAT OUR STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.
Audit Committee Report
Our Audit Committee oversees our independent registered public accounting firm and assists our Board in fulfilling its oversight responsibilities on matters relating to our accounting and financial reporting processes, the integrity of our financial statements, our compliance with legal and regulatory requirements and the independent registered public accounting firm’s qualifications and independence by meeting regularly with the independent registered public accounting firm and financial management personnel. Management is responsible for the preparation, presentation and integrity of our financial statements.
In fulfilling its oversight responsibilities, the Audit Committee:
| • | reviewed and discussed our financial statements as of and for the fiscal year ended December 31, 2024 with management and Ernst & Young LLP, our independent registered public accounting firm; |
|---|---|
| • | discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC; |
| • | received and reviewed the written disclosures and the letter from Ernst & Young LLP required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence; and |
| • | discussed with Ernst & Young LLP its independence. |
Based on the Audit Committee’s review and discussions noted above, the Audit Committee recommended to our Board and our Board approved, that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for filing with the SEC. The Audit Committee also appointed Ernst & Young LLP as our independent registered public accounting firm for fiscal year ending December 31, 2025.
| | | Submitted by the Audit Committee of our Board: |
| | | |
| | | John Flavin, Chair |
| | | Thomas Civik |
| | | Michael A. Metzger |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.