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Pyxis Oncology, Inc.

For the period ended Dec 31, 2025. Filed Mar 23, 2026.

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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.

FY2025 · Filed Mar 23, 2026

PYXS$1.63-4.1%Stored close · as of Nov 10, 2026

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Contents

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
2.1Agreement and Plan of Merger, dated May 23, 2023, by and among Pyxis Oncology, Inc., Ascent Merger Sub Corp., and Apexigen Inc.8-K001-408812.1May 24, 2023
3.1Amended and Restated Certificate of Incorporation of Pyxis Oncology, Inc.10-Q001-408813.1November 15, 2021
3.2Amended and Restated Bylaws of Pyxis Oncology, Inc.10-Q001-408813.1November 15, 2021
4.1Description of registrant’s securities10-K001-408814.1March 22, 2023
4.2Form 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 AM333-2725104.2August 23, 2023
4.3Form 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 AM333-2725104.3August 23, 2023
4.4Warrant Assumption Agreement, dated August 23, 2023, by and among Apexigen and Pyxis OncologyPOS AM333-2725104.4August 23, 2023
4.5Amended 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 AM333-2725104.5August 23, 2023
4.6Warrant 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 AM333-2725104.6August 23, 2023
4.7Form 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 AM333-2725104.7August 23, 2023
10.3+Pyxis Oncology, Inc. 2019 Equity Incentive PlanS-8333-2604414.3October 22, 2021
10.4+Pyxis Oncology, Inc. 2021 Equity Incentive PlanS-8333-2604414.4October 22, 2021
10.5+Pyxis Oncology, Inc. Employee Stock Purchase PlanS-8333-2604414.5October 22, 2021
10.6†License Agreement by and between Pyxis Oncology, Inc. and Pfizer Inc., dated December 8, 2020S-1333-25962710.7September 17, 2021
10.7†Amendment No. 1 to License Agreement by and between Pyxis Oncology, Inc. and Pfizer Inc., dated March 22, 2021S-1333-25962710.8September 17, 2021
10.8†Exclusive License Agreement between the University of Chicago and Pyxis Oncology for Cancer Immunotherapy Technology, dated April 16, 2020S-1333-25962710.9September 17, 2021
10.13Lease by and between B9 LS Harrison & Washington LLC and Pyxis Oncology, Inc., dated September 29, 2021.S-1/A333-25962710.15October 1, 2021
10.14†License Agreement, dated March 28, 2022 between the registrant and Biosion USA, Inc.10-Q001-4088110.1May 13, 2022
10.15†Amended and Restated License Agreement by and between Pyxis Oncology, Inc. and Pfizer Inc., dated October 6, 202210-Q001-4088110.1November 1, 2022
10.16†Letter Agreement by and between Pyxis Oncology, Inc. and Pfizer Inc., dated October 14, 202210-Q001-4088110.2November 1, 2022
10.17+Amended Employment Agreement between Pyxis Oncology, Inc. and Lara Sullivan, M.D.10-K001-4088110.21March 22, 2023
10.18+Amended Employment Agreement between Pyxis Oncology, Inc. and Pamela Connealy10-K001-4088110.22March 22, 2023
10.19+Amended Employment Agreement between Pyxis Oncology, Inc. and Jitu Wadhane10-K001-4088110.23March 22, 2023
10.20Amendment No. 1 dated March 16, 2023 to Amended and Restated License Agreement by and between Pyxis Oncology, Inc. and Pfizer Inc., dated October 14, 202210-K001-4088110.24March 22, 2023
10.21†Amendment No. 1 to License Agreement, dated March 28, 2022 between the registrant and Biosion USA, Inc.10-K001-4088110.25March 22, 2023
10.22†Amendment No. 2 to License Agreement, dated March 28, 2022 between the registrant and Biosion USA, Inc.10-K001-4088110.26March 22, 2023
10.23†Amendment No. 3 to License Agreement, dated March 28, 2022 between the registrant and Biosion USA, Inc.10-K001-4088110.27March 22, 2023
10.24†Amendment No. 4 to License Agreement by and between Pyxis Oncology, Inc. and Biosion USA, Inc. Dated May 17, 202310-Q001-4088110.1August 11, 2023
10.25+Apexigen, Inc. 2010 Equity Incentive Plan.S-8 POS333-2725104.3August 23, 2023
10.26+Apexigen, Inc. 2020 Equity Incentive Plan.S-8 POS333-2725104.4August 23, 2023
10.27+Apexigen, Inc. 2022 Equity Incentive Plan.S-8 POS333-2725104.5August 23, 2023
10.30+†Amended Employment Agreement between Pyxis Oncology, Inc. and Ken Kobayashi, M.D.10-K001-4088110.34March 21, 2024
10.32Pyxis Oncology, Inc. Deferred Compensation Plan10-Q001-4088110.1August 14, 2024
10.33First Amendment to Pyxis Oncology, Inc. 2021 Equity and Incentive Plan14A001-40881A-1September 25, 2024
10.34Separation Agreement and General Release of Ken Kobayashi10-Q001-4088110.1May 15, 2025
10.35Separation Agreement and General Release of Pamela Connealy10-Q001-4088110.1August 14, 2025
10.36Amended Employment Agreement between Pyxis Oncology, Inc. and Thomas CivikX
19.1Insider Trading Policy dated November 14, 202310-K001-4088119.1March 18, 2025
21.1List of Subsidiaries10-K001-4088121.1March 21, 2024
23.1Consent 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
97Pyxis Oncology, Inc. Clawback Policy10-K001-4088197March 22, 2024
101.INSInline 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.SCHInline XBRL Taxonomy Extension Schema with Embedded Linkbase DocumentX
104Cover 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.

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