[8-K] Pyxis Oncology, Inc. Reports Material Event

Rhea-AI Filing Summary

Pyxis Oncology, Inc. (Nasdaq: PYXS) filed an 8-K reporting the voting results of its June 18, 2025 virtual Annual Meeting of Stockholders.
Quorum: 43,996,450 shares (≈71% of the 61,947,665 shares outstanding as of the April 21, 2025 record date) were represented.
Proposal 1 – Election of Class I Directors (term through 2028):

• Dr. Santhosh Palani, Ph.D., CFA: 22,056,449 FOR / 7,314,363 WITHHELD / 14,625,638 broker non-votes
• Mr. Darren Cline: 22,028,914 FOR / 7,341,898 WITHHELD / 14,625,638 broker non-votes
• Dr. Rachel Humphrey, M.D.: 21,357,102 FOR / 8,013,710 WITHHELD / 14,625,638 broker non-votes

All nominees obtained simple-majority support and were elected.

Proposal 2 – Ratification of Independent Auditor: Ernst & Young LLP was re-appointed for fiscal 2025 with 43,733,259 FOR, 233,563 AGAINST and 29,628 ABSTAIN; no broker non-votes.

The filing contains no financial performance data, strategic updates or other material transactions. The matters voted on are routine governance items; both proposals passed comfortably, indicating continued shareholder support for the board slate and the external auditor.

Positive

• Auditor ratified with 99.4% shareholder support, reinforcing confidence in the company’s financial controls and reporting integrity.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: Routine meeting; directors elected, auditor ratified, shareholder support solid, no material governance red flags.

The 8-K discloses standard annual-meeting results. All Class I nominees cleared the simple-majority threshold, although Dr. Humphrey received a marginally higher 27% withheld vote, which is still within normal biotech-sector ranges and unlikely to prompt board action. Auditor ratification passed with 99% support, signaling investor confidence in financial reporting oversight. No shareholder proposals or compensation votes were on the ballot, keeping the event low impact. Overall, the outcome preserves board continuity and fulfills SEC disclosure requirements without altering the investment thesis.

Portfolio Manager

TL;DR: Neutral governance update; nothing changes cash-flow outlook or valuation.

From a portfolio standpoint, these results have negligible impact on PYXS’s risk profile or near-term catalysts. Director re-elections ensure strategic consistency, and EY’s reappointment removes any audit-transition risk. Absent financial metrics or pipeline news, the filing neither strengthens nor weakens the investment case. Shares are unlikely to react.

false000178222300017822232025-06-182025-06-18

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

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): June 18, 2025

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. ☒

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 18, 2025, Pyxis Oncology, Inc. (the “Company”) held its Annual Meeting of Stockholders at 09:00 a.m. Eastern Daylight Time in a virtual format via live audio webcast (the “Annual Meeting”). As of April 21, 2025, the Company’s record date, there were a total of 61,947,665 shares of common stock outstanding and entitled to vote at the Annual Meeting. At the beginning of the Annual Meeting, 43,996,450 shares of common stock were present virtually, in person or by proxy, and, therefore, a quorum was present. Two items of business were acted upon by the stockholders at the Annual Meeting. The final results for the votes regarding each proposal are set forth below.

Proposal One: Election of Dr. Santhosh Palani, Ph.D., CFA, Mr. Darren Cline and Dr. Rachel Humphrey, M.D. as Class I Directors

Dr. Santhosh Palani, Ph.D., CFA, Mr. Darren Cline and Dr. Rachel Humphrey, M.D. were elected to serve as Class I directors to hold office until the Company’s 2028 Annual Meeting of Stockholders and until the election and qualification of their successors. Votes were cast as follows:

Name of Director Nominee		For		Withheld		Broker Non-Votes
Dr. Santhosh Palani, Ph.D., CFA		22,056,449		7,314,363		14,625,638
Mr. Darren Cline		22,028,914		7,341,898		14,625,638
Dr. Rachel Humphrey, M.D.		21,357,102		8,013,710		14,625,638

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 by the following vote:

For		Against		Abstain		Broker Non-Votes
43,733,259		233,563		29,628		-

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:	June 18, 2025	By:	/s/ Pamela Connealy
			Pamela Connealy Chief Financial Officer and Chief Operating Officer

FAQ

When did Pyxis Oncology (PYXS) hold its 2025 Annual Meeting?

The meeting took place on June 18, 2025 via virtual webcast.

How many shares were represented at the PYXS 2025 Annual Meeting?

43,996,450 shares, or roughly 71% of shares outstanding, were present to establish a quorum.

Were Pyxis Oncology's Class I directors re-elected?

Yes. Dr. Santhosh Palani, Mr. Darren Cline, and Dr. Rachel Humphrey were elected to serve until the 2028 Annual Meeting.

What were the vote totals for the auditor ratification at PYXS?

Ernst & Young LLP was ratified with 43,733,259 FOR, 233,563 AGAINST, 29,628 ABSTAIN votes.

Does the 8-K include any financial or pipeline updates for Pyxis Oncology?

No. The filing covers only shareholder voting results; it contains no earnings or clinical program information.