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Pyxis Oncology (NASDAQ: PYXS) sees GordonMD entities report over 10M shares and large warrant stake

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

GordonMD Global Investments LP and related entities filed an initial ownership report for Pyxis Oncology, Inc.. Through GordonMD Long Biased Master Fund LP, they report indirect holdings of 10,024,909 shares of common stock. They also report a Common Stock Purchase Warrant directly held for up to 4,900,039 underlying shares at an exercise price of $3.289 per share, expiring on July 2, 2029. The warrant becomes exercisable on the earlier of the Issuer’s first public disclosure of clinical data from its MICVO Phase 1 monotherapy study in 2L+ R/M HNSCC or October 1, 2026. The Master Fund, its general partner, and Craig D. Gordon each disclaim beneficial ownership beyond any pecuniary interest.

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Insider GordonMD Global Investments LP, GordonMD Long Biased Master Fund LP, GordonMD Long Biased GP LLC, Gordon Craig D
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner
Type Security Shares Price Value
holding Common Stock Purchase Warrant -- -- --
holding Common Stock, par value $0.001 per share -- -- --
Holdings After Transaction: Common Stock Purchase Warrant — 4,900,039 shares (Direct); Common Stock, par value $0.001 per share — 10,024,909 shares (Indirect, See footnote)
Footnotes (1)
  1. The securities to which this filing relates are held directly by GordonMD Long Biased Master Fund LP (the "Master Fund") to which GordonMD Global Investments LP (the "Investment Manager") serves as investment manager. Craig D. Gordon ("Mr. Gordon") is the managing member of GordonMD Long Biased GP LLC (the "GP"), the general partner of the Master Fund. Each of the Master Fund, the GP and Mr. Gordon disclaims beneficial ownership of the securities to which this filing relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except to the extent of his or its pecuniary interest therein, if any. The Common Stock Purchase Warrant is exercisable on or after the earlier of (i) the date on which the Issuer first publicly discloses clinical data from its micvotabart pelidotin (MICVO) Phase 1 monotherapy study in 2L+ Recurrent/Metastatic Head and Neck Squamous Cell Carcinoma (R/M HNSCC) and (ii) October 1, 2026. Exercise price of $3.289, subject to adjustments as set forth in the Common Stock Purchase Warrant.
Common stock held 10,024,909 shares Indirectly held through GordonMD Long Biased Master Fund LP as reported beneficial ownership
Warrant underlying shares 4,900,039 shares Underlying common shares for the reported Common Stock Purchase Warrant
Warrant exercise price $3.289 per share Exercise price of the Common Stock Purchase Warrant, subject to adjustments
Warrant expiration July 2, 2029 Expiration date of the Common Stock Purchase Warrant
Latest warrant exercisability date October 1, 2026 Latest date by which the warrant becomes exercisable if earlier clinical data trigger has not occurred
Common Stock Purchase Warrant financial
"The Common Stock Purchase Warrant is exercisable on or after the earlier of..."
A common stock purchase warrant is a tradable certificate that gives its holder the right to buy a company’s common shares at a fixed price for a set period. Think of it as a coupon that lets you buy stock later at today’s agreed price; it can amplify gains if the share price rises but also can increase the total number of shares outstanding, which may reduce existing owners’ percentage of the company. Investors watch warrants because they offer leveraged upside and can affect future share value and ownership.
exercise price financial
"Exercise price of $3.289, subject to adjustments as set forth..."
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
beneficial ownership financial
"disclaims beneficial ownership of the securities to which this filing relates..."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"except to the extent of his or its pecuniary interest therein, if any."
Section 16 regulatory
"for purposes of Section 16 of the Securities and Exchange Act of 1934..."
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

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

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FAQ

What warrant position in PYXS is disclosed in this Form 3?

The reporting persons disclose a Common Stock Purchase Warrant for up to 4,900,039 underlying common shares, with an exercise price of $3.289 per share and an expiration date of July 2, 2029.

When does the reported PYXS Common Stock Purchase Warrant become exercisable?

The warrant becomes exercisable on the earlier of the date Pyxis first publicly discloses clinical data from its MICVO Phase 1 monotherapy study in 2L+ R/M HNSCC or October 1, 2026.

How do the GordonMD entities describe their beneficial ownership of PYXS securities?

The Master Fund, its general partner, and Craig D. Gordon each disclaim beneficial ownership of the reported securities for Section 16 purposes, except to the extent of their pecuniary interest in those holdings, if any.

Are the PYXS shares on this Form 3 held directly or indirectly by the reporting persons?

The 10,024,909 common shares are held directly by GordonMD Long Biased Master Fund LP and reported as indirect ownership by certain reporting persons; the warrant position is reported as direct ownership by the relevant entity.
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
GordonMD Global Investments LP

(Last)(First)(Middle)
9460 WILSHIRE BLVD
SUITE 420

(Street)
BEVERELY HILLS CALIFORNIA 90212

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2026
3. Issuer Name and Ticker or Trading Symbol
Pyxis Oncology, Inc. [ PYXS ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share10,024,909ISee footnote(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Common Stock Purchase Warrant (2)07/02/2029Common Stock, par value $0.001 per share4,900,039$3.289(3)D
1. Name and Address of Reporting Person*
GordonMD Global Investments LP

(Last)(First)(Middle)
9460 WILSHIRE BLVD
SUITE 420

(Street)
BEVERELY HILLS CALIFORNIA 90212

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
GordonMD Long Biased Master Fund LP

(Last)(First)(Middle)
9460 WILSHIRE BLVD
SUITE 420

(Street)
BEVERLY HILLS CALIFORNIA 90212

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
GordonMD Long Biased GP LLC

(Last)(First)(Middle)
9460 WILSHIRE BLVD
SUITE 420

(Street)
BEVERLY HILLS CALIFORNIA 90212

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Gordon Craig D

(Last)(First)(Middle)
9460 WILSHIRE BLVD
SUITE 420

(Street)
BEVERLY HILLS CALIFORNIA 90212

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. The securities to which this filing relates are held directly by GordonMD Long Biased Master Fund LP (the "Master Fund") to which GordonMD Global Investments LP (the "Investment Manager") serves as investment manager. Craig D. Gordon ("Mr. Gordon") is the managing member of GordonMD Long Biased GP LLC (the "GP"), the general partner of the Master Fund. Each of the Master Fund, the GP and Mr. Gordon disclaims beneficial ownership of the securities to which this filing relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except to the extent of his or its pecuniary interest therein, if any.
2. The Common Stock Purchase Warrant is exercisable on or after the earlier of (i) the date on which the Issuer first publicly discloses clinical data from its micvotabart pelidotin (MICVO) Phase 1 monotherapy study in 2L+ Recurrent/Metastatic Head and Neck Squamous Cell Carcinoma (R/M HNSCC) and (ii) October 1, 2026.
3. Exercise price of $3.289, subject to adjustments as set forth in the Common Stock Purchase Warrant.
GordonMD Global Investments LP, By: GordonMD Global Investments GP LLC, /s/ Craig D. Gordon, Managing Member07/10/2026
GordonMD Long Biased Master Fund LP, By: GordonMD Long Biased GP LLC, /s/ Craig D. Gordon, Managing Member07/10/2026
GordonMD Long Biased GP LLC, /s/ Craig D. Gordon, Managing Member07/10/2026
Craig D. Gordon, /s/ Craig D. Gordon07/10/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)