| Item 1. | |
| (a) | Name of issuer:
Pyxis Oncology, Inc. |
| (b) | Address of issuer's principal executive offices:
321 Harrison Avenue, Boston, Massachusetts 02118 |
| Item 2. | |
| (a) | Name of person filing:
Integrated Core Strategies (US) LLC
Millennium Management LLC
Millennium Group Management LLC
Israel A. Englander |
| (b) | Address or principal business office or, if none, residence:
Integrated Core Strategies (US) LLC
c/o Millennium Management LLC
399 Park Avenue
New York, New York 10022
Millennium Management LLC
399 Park Avenue
New York, New York 10022
Millennium Group Management LLC
399 Park Avenue
New York, New York 10022
Israel A. Englander
c/o Millennium Management LLC
399 Park Avenue
New York, New York 10022 |
| (c) | Citizenship:
Integrated Core Strategies (US) LLC - Delaware
Millennium Management LLC - Delaware
Millennium Group Management LLC - Delaware
Israel A. Englander - United States |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share |
| (e) | CUSIP No.:
747324101 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See response to Item 9 on each cover page. |
| (b) | Percent of class:
For each reporting person, the percent of the class reported herein as beneficially owned by such reporting person gives effect to shares deemed to be outstanding as provided in Rule 13d-3(d)(1)(i), if any, presuming that all those warrants to purchase shares of the class reported herein that are held or otherwise controlled by any reporting person are exercisable within sixty days of the date hereof.
For the percentage of class for each reporting person, please see response to Item 11 on each cover page, including with respect to Mr. Englander, 5.3 %
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| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See response to Item 5 on each cover page.
|
| | (ii) Shared power to vote or to direct the vote:
See response to Item 6 on each cover page.
|
| | (iii) Sole power to dispose or to direct the disposition of:
See response to Item 7 on each cover page.
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| | (iv) Shared power to dispose or to direct the disposition of:
See response to Item 8 on each cover page.
The securities disclosed herein as potentially beneficially owned by Millennium Management LLC, Millennium Group Management LLC and Mr. Englander are held by entities subject to voting control and investment discretion by Millennium Management LLC and/or other investment managers that may be controlled by Millennium Group Management LLC (the managing member of Millennium Management LLC) and Mr. Englander (the sole voting trustee of the managing member of Millennium Group Management LLC). The foregoing should not be construed in and of itself as an admission by Millennium Management LLC, Millennium Group Management LLC or Mr. Englander as to beneficial ownership of the securities held by such entities.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit I |
| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)