Pyxis Oncology Ends $150M Share Offering With No Sales

The Sales Agreement remains in force, but any future sales require a new prospectus supplement.

Rhea-AI Filing Summary

Pyxis Oncology, Inc. terminated its continuous at-the-market offering effective upon filing and reduced the maximum aggregate gross sales price available under the prospectus supplement from $150,000,000 to $0. The company stated that it had sold no shares under the Sales Agreement as of September 29, 2026, and that the reduction creates corresponding availability under its Form S-3 registration statement for other offerings. No further shares may be offered or sold under this prospectus supplement.

Filing Explained

The Sales Agreement with Leerink Partners remains in force even though the offering under this supplement has ended; Pyxis says it will make no sales under that agreement unless and until it files a new prospectus supplement.

Key Figures

Maximum aggregate gross sales price: $0 Prior maximum aggregate gross sales price: $150,000,000 Shares sold under the Sales Agreement: 0 shares

3 metrics

Maximum aggregate gross sales price $0 Amount after the reduction under the at-the-market prospectus supplement.

Prior maximum aggregate gross sales price $150,000,000 Amount before the reduction under the at-the-market prospectus supplement.

Shares sold under the Sales Agreement 0 shares As of September 29, 2026.

Key Terms

at-the-market transactions, aggregate offering price, registration statement on Form S-3

3 terms

at-the-market transactions financial

"shares ... offered and sold ... pursuant to at-the-market transactions"

An at-the-market transaction is a way for a company to sell newly issued shares directly into the open market at the prevailing market price, typically through a broker who places the shares gradually over time. Think of it as a homeowner quietly selling slices of a large pie at whatever the shop is asking that day; it lets the company raise cash flexibly without a big one-time offering, but can slightly reduce each existing shareholder’s ownership and may put modest downward pressure on the stock price depending on timing and volume.

aggregate offering price financial

"aggregate offering price of up to $150,000,000"

The aggregate offering price is the total dollar amount that will be raised if all the securities in an offering are sold at the stated offering price, before fees or expenses are taken out. Investors use it to gauge the size of the fundraising and its potential effects—such as how much cash the company will get and how much existing ownership might be reduced—similar to totaling every item’s price in a shopping cart to see the full bill.

registration statement on Form S-3 regulatory

"availability under our registration statement on Form S-3"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

Offering Details

ATM · $0 maximum aggregate gross sales price

Offering

Offering Type ATM

Securities Offered Common stock

Offering Amount $0 maximum aggregate gross sales price

FAQ

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

Can PYXS continue selling shares under the Sales Agreement?

No sales can occur under the Sales Agreement unless and until Pyxis Oncology files a new prospectus supplement relating to them. The Sales Agreement remains in full force and effect.

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

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Available on EDGAR 09/29/2026 - 04:19 PM Accepted by SEC EDGAR 09/29/2026 - 04:19 PM Learn about SEC filing dates

SUPPLEMENT NO. 1 DATED SEPTEMBER 29, 2026 TO PROSPECTUS SUPPLEMENT DATED NOVEMBER 26, 2025	Filed pursuant to Rule 424(b)(5)
(to Prospectus dated November 26, 2025)	Registration No. 333-291801

PYXIS ONCOLOGY, INC.

Common Stock

This Supplement No. 1 to Prospectus Supplement (this “Supplement”) supplements and amends the Prospectus Supplement dated November 26, 2025 (the “Prospectus Supplement”). This Supplement should be read in conjunction with the Prospectus Supplement and the Prospectus dated November 26, 2025. This Supplement is qualified by reference to the Prospectus Supplement, except to the extent that the information presented herein supersedes the information contained in the Prospectus Supplement.

On November 26, 2025, we entered into a Sales Agreement (the “Sales Agreement”) with Leerink Partners LLC (“Leerink Partners”) relating to shares of our common stock offered pursuant to the Prospectus Supplement. In accordance with the terms of the Sales Agreement, we could offer and sell shares of our common stock having an aggregate offering price of up to $150,000,000 from time to time through Leerink Partners pursuant to at-the-market transactions (ATM). As of the date of this Supplement, we have not sold any shares of our common stock pursuant to the Sales Agreement.

The purpose of this Supplement is to terminate the continuous offering by us under the Prospectus Supplement, effective as of the time of filing of this Supplement, and to reduce the maximum aggregate gross sales price of shares of our common stock that may be offered, issued and sold pursuant to the Prospectus Supplement from $150,000,000 to $0, thereby creating corresponding availability under our registration statement on Form S-3 (File No. 333-291801) for other offerings. Accordingly, no further shares of our common stock may be offered or sold under the Prospectus Supplement. We will not make any sales of our common stock pursuant to the Sales Agreement unless and until a new prospectus supplement relating to such sales is filed with the Securities and Exchange Commission; however, the Sales Agreement remains in full force and effect.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus and the accompanying prospectus are truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Supplement No. 1 to the Prospectus Supplement is September 29, 2026.