| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
Pyxis Oncology, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
321 Harrison Avenue, Boston,
MASSACHUSETTS
, 02118. |
Item 1 Comment:
This Amendment No. 4 to Schedule 13D ("Amendment No. 4") is being filed by the undersigned, pursuant to Rule 13d-2(a) under the Act, with respect to the Common Stock, $0.001 par value per share (the "Shares"), of Pyxis Oncology, Inc. (the "Issuer"), whose principal executive offices are located at 321 Harrison Avenue, Boston, Massachusetts 02118. This Amendment No. 4 amends and supplements the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on October 22, 2021 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed on May 23, 2022, Amendment No. 2 filed on April 4, 2023 and Amendment No. 3 filed on April 3, 2024 (together with this Amendment No. 4, the "Schedule 13D"). Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings previously defined in the Schedule 13D. Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D. |
| Item 2. | Identity and Background |
|
| (a) | Lara Sullivan |
| (b) | 321 Harrison Street, Boston, Massachusetts 02118 |
| (c) | President and Chief Executive Officer, Pyxis Oncology, Inc. |
| (d) | No |
| (e) | No |
| (f) | United States of America |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
In connection with Lara Sullivan's role as Chief Executive Officer of the Issuer, on December 23, 2024, the Issuer granted the Reporting Person a stock option to purchase 1,135,000 Shares at an exercise price of $1.67 per share. Such stock options vest in full on December 23, 2025, subject to the Reporting Person's continued employment through the vesting date. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
The response to Item 3 of this Amendment No. 4 is incorporated by reference herein. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of 6,624,699 Shares, representing approximately 10.3% of the total number of shares outstanding. This amount includes: (i) an aggregate 4,220,817 Shares obtainable upon exercise of options, certain of which are subject to vesting upon the Reporting Person's continued employment through the applicable vesting date; and (ii) 537,335 Shares obtainable upon vesting of RSUs, all of which are subject to vesting upon the Reporting Person's continued employment through the applicable vesting date.
The foregoing beneficial ownership percentage is based on the sum of (i) 59,465,729 Shares outstanding as of November 11, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed on November 12, 2024, plus (ii) the 4,220,817 Shares issuable upon exercise of options granted to the Reporting Person, and (iii) the 537,335 Shares issuable upon vesting of RSUs granted to the Reporting Person, each of (ii) and (iii) which have been added to the total Shares outstanding in accordance with Rule 13d-(d)(1)(i) under the Act. |
| (b) | The response to Item 5(a) of this Amendment No. 4 is incorporated by reference herein. |
| (c) | The response to Item 3 of this Amendment No. 4 is incorporated by reference herein. Other than as disclosed in this Amendment No. 4, there have been no transactions in the Shares by the Reporting Person effected during the past sixty days. |
