Pyxis Oncology details CEO Sullivan exit terms

Pyxis Oncology, Inc. filed an amendment to outline the separation terms for Lara Sullivan, M.D., whose service as Chief Executive Officer and principal executive officer ended earlier in 2026.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

Pyxis Oncology, Inc. filed an amendment to outline the separation terms for Lara Sullivan, M.D., whose service as Chief Executive Officer and principal executive officer ended earlier in 2026. The filing also notes that she resigned from the Board of Directors on April 29, 2026, and that her resignation was not due to any dispute or disagreement over the company’s operations or policies.

Under a Separation and General Release Agreement effective April 29, 2026, Dr. Sullivan will receive her existing salary for 18 months and may continue health coverage for up to 12 months. All of her unvested restricted stock units and stock options will vest, and the period to exercise her stock options is extended to December 31, 2030. The agreement includes a one-year post-separation non-solicitation covenant for Dr. Sullivan and a one-year mutual non-disparagement covenant.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Salary continuation period: 18 months Health coverage continuation: 12 months Option exercise extension: December 31, 2030 +3 more

6 metrics

Salary continuation period 18 months Existing salary payable after Effective Date of April 29, 2026

Health coverage continuation 12 months Continued health coverage for up to 12 months after Effective Date

Option exercise extension December 31, 2030 New end date for post-termination exercise of accelerated stock options

Non-solicitation period 1 year Post-separation non-solicitation covenant for Lara Sullivan

Non-disparagement period 1 year Post-separation non-disparagement covenant for both parties

Effective date of agreement April 29, 2026 Date the Separation and General Release Agreement became binding

Key Terms

Separation and General Release Agreement, accelerated vesting, restricted stock units, non-solicitation covenant, +1 more

5 terms

Separation and General Release Agreement financial

"This Amendment No. 1 ... to report a Separation and General Release Agreement"

accelerated vesting financial

"approved the accelerated vesting of all unvested restricted stock units"

A contract feature that makes stock awards, options, or restricted shares become owned or exercisable earlier than the original schedule. It shortens or cancels the waiting period so recipients can sell, transfer, or exercise their equity sooner — think of a timed lock that is unlocked ahead of schedule. It matters to investors because it changes when shares enter the market, who controls them, and how much dilution or ownership concentration happens.

restricted stock units financial

"accelerated vesting of all unvested restricted stock units and unvested stock options"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

non-solicitation covenant financial

"provides for a one-year post-separation non-solicitation covenant"

A non-solicitation covenant is a contract clause that stops one party from actively recruiting or doing business with the other party’s employees, customers or suppliers for a set time. Think of it as a temporary “do not lure” rule that protects relationships and team members after a deal or employment change. For investors, it reduces the risk that key staff or clients will be poached, helping protect revenue, integration plans and the value of the investment.

non-disparagement covenant financial

"a one-year post-separation non-disparagement covenant applicable to both parties"

FAQ

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

What does Pyxis Oncology (PYXS) disclose in this 8-K/A amendment?

Pyxis Oncology details a Separation and General Release Agreement with former CEO Lara Sullivan, M.D. It covers salary continuation, health benefits, accelerated equity vesting, extended option exercise rights, and one-year non-solicitation and non-disparagement covenants effective April 29, 2026.

Why did Lara Sullivan leave Pyxis Oncology (PYXS) and its board?

The filing states that Lara Sullivan, M.D. ceased serving as CEO and principal executive officer earlier in 2026 and resigned from the Board on April 29, 2026. Her resignation was expressly noted as not resulting from any dispute or disagreement with Pyxis Oncology or its Board.

What severance benefits will former CEO Lara Sullivan receive from Pyxis Oncology (PYXS)?

Under the Separation Agreement, Lara Sullivan will receive her existing salary for 18 months and may continue health coverage for up to 12 months after April 29, 2026. These benefits are part of a negotiated separation package between her and Pyxis Oncology.

How are Lara Sullivan’s stock awards treated in the Pyxis Oncology (PYXS) separation?

All unvested restricted stock units and unvested stock options previously granted to Lara Sullivan will vest. The period to exercise her accelerated stock options is extended to December 31, 2030, giving her additional time to decide whether to exercise those awards.

What restrictive covenants are included in Lara Sullivan’s agreement with Pyxis Oncology (PYXS)?

The Separation Agreement includes a one-year post-separation non-solicitation covenant applying to Lara Sullivan and a one-year post-separation non-disparagement covenant applying to both her and Pyxis Oncology. These provisions govern how the parties interact with employees and speak about each other after separation.

When did Lara Sullivan’s Separation Agreement with Pyxis Oncology (PYXS) become effective?

The Separation and General Release Agreement between Pyxis Oncology and Lara Sullivan became binding and effective on April 29, 2026. That same date is referred to as the Effective Date and is when her Board resignation also took effect, according to the filing.

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

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Accepted by SEC EDGAR 04/30/2026 - 07:04 AM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): February 06, 2026

    

Pyxis Oncology, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-40881	83-1160910
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

321 Harrison Avenue
Boston, Massachusetts		02118
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (617)  453-3596

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	PYXS	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Explanatory Note

On February 6, 2026, Pyxis Oncology, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) announcing that, among other items, Lara Sullivan, M.D. ceased serving as the Chief Executive Officer, principal executive officer, and in any other executive capacity of the Company, effective February 2, 2026.

This Amendment No. 1 to the Original Form 8-K is being filed to report a Separation and General Release Agreement (the “Separation Agreement”) between the Company and Dr. Sullivan.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 29, 2026 (the “Effective Date”), the Separation Agreement between the Company and Dr. Sullivan became binding and effective, addressing Dr. Sullivan’s separation from the Company. Also on the Effective Date, Dr. Sullivan resigned from the Board of Directors of the Company. Dr. Sullivan’s resignation from the Board of Directors was not the result of any dispute or disagreement with the Company or the Company’s Board of Directors on any matter relating to the operations, policies or practices of the Company.

Under the Separation Agreement, Dr. Sullivan will continue to receive her existing salary for 18 months and is entitled to continued health coverage for up to 12 months after the Effective Date. Additionally, the Compensation Committee of the Board approved the accelerated vesting of all unvested restricted stock units and unvested stock options previously granted to her and an extension of the post-termination exercise period for all of her accelerated stock options to December 31, 2030. The Separation Agreement also provides for a one-year post-separation non-solicitation covenant applicable to Dr. Sullivan and a one-year post-separation non-disparagement covenant applicable to both parties.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			Pyxis Oncology, Inc.

Date:	April 30, 2026	By:	/s/ Jitendra Wadhane
			Jitendra Wadhane Principal Financial and Accounting Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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