Pyxis Oncology Announces Pricing of Up to $282.6 Million Public Offering

Common warrants have an expiration deadline tied to the charter amendment and disclosure of MICVO overall survival data.

Rhea-AI Summary

Pyxis Oncology (Nasdaq: PYXS) priced a public offering expected to raise approximately $110 million before underwriting discounts, commissions and expenses. The offering includes 36,047,919 common shares, 1,883,121 pre-funded warrants and accompanying common warrants to purchase 49,310,352 shares. Each share and accompanying warrant costs $2.90; each pre-funded warrant and accompanying warrant costs $2.899. The common warrants have a $3.50 exercise price.

Full exercise of both warrant types would provide approximately $172.6 million in additional gross proceeds before applicable expenses. Common-warrant exercise requires shareholder approval and effectiveness of an amendment increasing authorized common shares. Closing is expected on or about October 1, 2026. Pyxis intends to use net proceeds to advance MICVO through clinical milestones, including its planned Headliner Phase 3 trial, and for working capital and general corporate purposes.

3 points · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 5 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Offering expected to raise approximately $110 million gross before underwriting discounts, commissions and expenses. 45% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Full warrant exercise would provide approximately $172.6 million additional gross proceeds before applicable expenses.
• Minor point. Forward-looking: it has not happened yet and may not happen.Net proceeds are intended to advance MICVO clinical milestones, including the planned Headliner Phase 3 trial.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.36,047,919 common shares at $2.90 per share and accompanying common warrant dilute existing holders.
• Minor point. Forward-looking: it has not happened yet and may not happen.1,883,121 pre-funded warrants at $2.899 each with an accompanying common warrant represent additional dilution.
• Minor point. Forward-looking: it has not happened yet and may not happen.Common warrants to purchase 49,310,352 shares at a $3.50 exercise price create potential further dilution.
• Minor pointCommon-warrant exercise requires shareholder approval and effectiveness of an amendment increasing authorized common shares.
• Minor point. Forward-looking: it has not happened yet and may not happen.Common warrants expire by five years after amendment effectiveness, potentially earlier under the data-linked deadline.

News Explained

If exercised, the common warrants could add shares and reduce existing holders’ ownership percentages; they expire at the earlier of five years after the charter amendment becomes effective or 30 days after the later of that date and public release of MICVO overall-survival data, expected in the first half of 2027.

Key Figures

Common shares offered: 36,047,919 shares Pre-funded warrants offered: 1,883,121 warrants Common warrants: 49,310,352 shares +5 more

Common shares offered

36,047,919 shares

Public offering

Pre-funded warrants offered

1,883,121 warrants

Offered in lieu of common stock to certain investors

Common warrants

49,310,352 shares

Underlying shares; exercise price of $3.50

Common share and warrant offering price

$2.90

Combined price per common share and accompanying common warrant

Pre-funded warrant and common warrant offering price

$2.899

Combined price per pre-funded warrant and accompanying common warrant

Expected gross proceeds

$110 million

Expected proceeds before underwriting discounts, commissions and offering expenses

Additional gross proceeds upon full exercise

$172.6 million

Contingent on full exercise of all common and pre-funded warrants; before applicable expenses

Expected overall survival data

First half of 2027

Ongoing Phase 1 MICVO monotherapy study; data timing is tied to common warrant expiration terms

Key Terms

pre-funded warrants, common warrants, overall survival, antibody-drug conjugate

4 terms

pre-funded warrants financial

"1,883,121 pre-funded warrants to purchase shares of common stock"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

common warrants financial

"accompanying common warrants to purchase 49,310,352 shares"

A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.

overall survival medical

"public disclosure of overall survival data"

Overall survival is the average or median length of time patients remain alive after starting a treatment or entering a clinical study, measured regardless of cause of death. Investors care because it is a clear, hard measure of a therapy’s real-world benefit — like timing how long a new battery actually runs — and strong improvements in overall survival can drive regulatory approval, market adoption and revenue potential.

antibody-drug conjugate medical

"a first-in-concept antibody-drug conjugate (ADC)"

An antibody-drug conjugate is a targeted medicine that combines an antibody, which can identify specific cells, with a powerful drug designed to destroy those cells. This approach allows for precise treatment, minimizing damage to healthy tissue. For investors, developments in this area can signal advances in cancer therapies and potential growth opportunities in the biotech sector.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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BOSTON, Sept. 30, 2026 (GLOBE NEWSWIRE) -- Pyxis Oncology, Inc. (Nasdaq: PYXS), a clinical-stage company developing next-generation therapeutics for difficult-to-treat cancers, today announced the pricing of its previously announced registered public offering (the "Offering") of 36,047,919 shares of its common stock, or in lieu of common stock to certain investors, 1,883,121 pre-funded warrants to purchase shares of common stock, and accompanying common warrants to purchase 49,310,352 shares of common stock at an exercise price of $3.50. The combined public offering price for each share of common stock and accompanying common warrant is $2.90, and the combined public offering price for each pre-funded warrant and accompanying common warrant is $2.899 (equal to the combined public offering price per share of common stock and accompanying common warrant, minus $0.001), for expected gross proceeds to Pyxis Oncology of approximately $110 million, before deducting underwriting discounts, commissions and offering expenses. If all of the common warrants and pre-funded warrants are exercised in full, Pyxis Oncology would receive additional gross proceeds of approximately $172.6 million, before deducting applicable expenses.

The common warrants will become exercisable only upon approval by the Company's stockholders of an amendment to the Company's certificate of incorporation to increase the number of authorized shares of common stock and the effectiveness of that amendment (the date of such effectiveness, the "Charter Amendment Effective Date"), and will expire upon the earlier of (i) the fifth anniversary of the Charter Amendment Effective Date and (ii) the 30th calendar day following the later (x) of the Charter Amendment Effective Date and (y) the Company's public disclosure of overall survival data (the "OS Data Release Date") from its ongoing Phase 1 monotherapy study of micvotabart pelidotin (MICVO) in second-line and beyond (2L+) recurrent/metastatic head and neck squamous cell carcinoma (R/M HNSCC), expected in the first half of 2027. All of the securities in the Offering are to be sold by Pyxis Oncology.

Leerink Partners, Guggenheim Securities and Wells Fargo Securities are acting as joint bookrunning managers for the Offering.

The Offering is expected to close on or about October 1, 2026, subject to satisfaction of customary closing conditions.

Pyxis Oncology intends to use the net proceeds from the Offering to advance its lead clinical program, MICVO, through key clinical milestones, including Headliner™, its planned Phase 3 trial in 2L+ R/M HNSCC, and for working capital and general corporate purposes.

The common stock, common warrants and pre-funded warrants are being offered pursuant to a registration statement on Form S-3 (File No. 333-291801), which was previously filed with and subsequently declared effective by the Securities and Exchange Commission (the "SEC"). The Offering is being made only by means of a prospectus supplement and accompanying prospectus that form a part of the effective registration statement. A final prospectus supplement and the accompanying base prospectus relating to the Offering will be filed with the SEC and will be available for free on the SEC's website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying base prospectus may be obtained from Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at 1-800-808-7525 ext. 6105, or by email at syndicate@leerink.com; Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com; or from Wells Fargo Securities, LLC, Attention: Equity Syndicate Department, 90 South 7th Street, 5th Floor, Minneapolis, Minnesota 55402, at (800) 645-3751 (option #5) or email a request to WFScustomerservice@wellsfargo.com.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in the Offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Pyxis Oncology

Pyxis Oncology, Inc. is a clinical-stage biopharmaceutical company developing therapeutics for difficult-to-treat cancers. The Company’s lead candidate, micvotabart pelidotin (MICVO), is a first-in-concept antibody-drug conjugate (ADC) that targets extradomain-B of fibronectin (EDB+FN), a non-cellular structural component of the tumor extracellular matrix (ECM). EDB+FN is selectively overexpressed in the tumor microenvironment of a wide range of solid tumors and largely absent from normal adult tissues. MICVO is designed to treat solid tumors through a three-pronged mechanism of action: direct cancer cell killing, bystander effect and immunogenic cell death. MICVO is currently being evaluated as monotherapy in a Phase 1 clinical study in patients with recurrent and metastatic head and neck squamous cell carcinoma (R/M HNSCC) and in combination with Merck’s anti-PD-1 therapy, KEYTRUDA® (pembrolizumab) in a Phase 1/2 clinical study in patients with R/M HNSCC and other solid tumors. Pyxis Oncology is focused on advancing MICVO, with the goal of improving outcomes for patients living with R/M HNSCC and contributing to meaningful progress in cancer treatment.

KEYTRUDA® is a registered trademark of Merck Sharp & Dohme LLC, a subsidiary of Merck & Co., Inc., Rahway, NJ, USA.

Forward-Looking Statements

This press release contains forward-looking statements for the purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995 and other federal securities laws. All statements other than statements of historical facts contained in this press release, including without limitation statements regarding the Offering, including its timing, size, terms and completion and the anticipated gross proceeds therefrom (including from any exercise of the common warrants); the Company's ability to obtain stockholder approval of, and to effect, the amendment to its certificate of incorporation required for the common warrants to become exercisable, and the timing thereof; the timing of the OS Data Release Date, which will affect the period during which the common warrants may be exercised; the Company's intended use of the net proceeds from the Offering; the Company's plans to develop, manufacture and commercialize MICVO; the timing and progress of the Company's ongoing clinical trials and the expected results thereof; the plans and objectives of management; and the future results of operations and financial position of the Company, are forward-looking statements. These statements are neither promises nor guarantees, but are statements that involve known and unknown risks, uncertainties and other important factors that are in some cases beyond the Company's control that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: market and other conditions and the Company's ability to complete the Offering on the anticipated terms, or at all; the Company's ability to obtain the stockholder approval required for the common warrants to become exercisable; the timing and results of the overall survival analysis from the Company's Phase 1 monotherapy study of MICVO; the risks inherent in drug research and development; the Company's projected cash runway and potential needs for additional funding; the lengthy, expensive and uncertain process of clinical drug development, including potential delays in or failure to obtain regulatory approvals; the Company's reliance on third parties and collaborators to conduct clinical trials, manufacture its product candidate, and develop and commercialize its product candidate; the Company's ability to compete successfully against other drug candidates; and volatility in the price of the Company's common stock. Accordingly, investors should not rely upon forward-looking statements as predictions of future events. Except as required by applicable law, the Company undertakes no obligation to update publicly or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. Additionally, investors should read the risk factors in the section titled "Risk Factors" set forth in Part II, Item 1A of the Company's Quarterly Report on Form 10-Q filed on August 13, 2026, in the preliminary prospectus supplement relating to the Offering, and in the Company's other filings, each of which is on file with the Securities and Exchange Commission.

Pyxis Oncology Contact:
IR@pyxisoncology.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much could Pyxis Oncology raise from its public offering and warrants?

Pyxis expects approximately $110 million in gross offering proceeds, with approximately $172.6 million in additional gross proceeds if all common and pre-funded warrants are exercised in full. Offering proceeds are before underwriting discounts, commissions and offering expenses; additional warrant proceeds are before applicable expenses.

When is the Pyxis Oncology public offering expected to close?

The offering is expected to close on or about October 1, 2026, subject to satisfaction of customary closing conditions.

When do the Pyxis Oncology offering's common warrants expire?

The common warrants expire at the earlier of the fifth anniversary of the Charter Amendment Effective Date or the 30th calendar day following the later of that effective date and public disclosure of MICVO overall survival data. Pyxis expects those data in the first half of 2027 from its ongoing Phase 1 monotherapy study in second-line and beyond recurrent/metastatic head and neck squamous cell carcinoma.