Pyxis Oncology: GordonMD buys 5.52M common shares

The warrants cannot be exercised until stockholders approve an amendment increasing authorized common shares and it is filed and effective under Delaware law.

Rhea-AI Filing Summary

GordonMD Long Biased Master Fund LP, a ten-percent owner of Pyxis Oncology, Inc. (PYXS), purchased 5,517,000 common shares and Common Stock Purchase Warrants covering 7,546,766 common shares on October 1, 2026. The combined public offering price for each common share and accompanying warrant was $2.90.

The Master Fund reported 15,541,909 common shares and 7,546,766 warrants after the transactions. The warrants have a $3.50 exercise price, subject to adjustments, and cannot be exercised unless stockholders approve an amendment increasing authorized common shares and the amendment is filed and becomes effective under Delaware law. The Master Fund directly holds the securities; GordonMD Global Investments LP is its investment manager. Craig D. Gordon is managing member of GordonMD Long Biased GP LLC; the Master Fund, GP and Mr. Gordon disclaim beneficial ownership except to the extent of any pecuniary interest. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Net Buyer: 13,063,766 shares

Net Buy 2 txns

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

Bought 13,063,766 shs

Type	Security	Shares	Price	Value
Purchase	Common Stock Purchase Warrant F3, F2, F4, F5, F1	7,546,766	--	--
Purchase	Common Stock, par value $0.001 per share ("Common Stock") F2, F1	5,517,000	--	--

Holdings After Transaction: Common Stock Purchase Warrant — 7,546,766 contracts (Indirect, See footnote); Common Stock, par value $0.001 per share ("Common Stock") — 15,541,909 shares (Indirect, See footnote)

Footnotes (5)

1. F1. 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. F2. The combined public offering price for each share of common stock and accompanying Common Stock Purchase Warrant is $2.90.
3. F3. Exercise price of $3.5, subject to adjustments as set forth in the Common Stock Purchase Warrant.
4. F4. The Common Stock Purchase Warrant will not be exercisable unless and until (i) the issuer's stockholders approve an amendment to the issuer's amended and restated certificate of incorporation to increase the number of authorized shares of Common Stock (the "Charter Amendment") and (ii) the Charter Amendment is filed with, and becomes effective under the laws of, the State of Delaware (the date on which the Charter Amendment becomes effective, the "Charter Amendment Effective Date").
5. F5. The Common Stock Purchase Warrant will expire on the earlier of (i) the fifth anniversary of the Charter Amendment Effective Date and (ii) the 30th calendar day following the later of the Charter Amendment Effective Date and the date on which the issuer publicly discloses the results of the overall survival analysis for its Phase 1 monotherapy study of MICVO in second-line and later recurrent or metastatic head and neck squamous cell carcinoma.

Key Figures

Common shares purchased: 5,517,000 shares Warrants purchased: 7,546,766 warrants Combined public offering price: $2.90 per common share and accompanying warrant +3 more

6 metrics

Common shares purchased 5,517,000 shares October 1, 2026

Warrants purchased 7,546,766 warrants Each warrant covers a common share; October 1, 2026

Combined public offering price $2.90 per common share and accompanying warrant Public offering

Warrant exercise price $3.50 per share Subject to adjustments set forth in the Common Stock Purchase Warrant

Common shares held after transaction 15,541,909 shares Reported by GordonMD Long Biased Master Fund LP

Warrants held after transaction 7,546,766 warrants Reported by GordonMD Long Biased Master Fund LP

Key Terms

Common Stock Purchase Warrant, Charter Amendment Effective Date, overall survival analysis, pecuniary interest

4 terms

Common Stock Purchase Warrant technical

"the Common Stock Purchase Warrant"

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.

Charter Amendment Effective Date regulatory

"the date on which the Charter Amendment becomes effective"

overall survival analysis medical

"results of the overall survival analysis"

pecuniary interest financial

"except to the extent of his or its pecuniary interest therein"

FAQ

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

How many PYXS shares did GordonMD Long Biased Master Fund buy, and at what price?

GordonMD Long Biased Master Fund LP purchased 5,517,000 common shares and warrants covering 7,546,766 common shares on October 1, 2026. The combined public offering price for each common share and accompanying warrant was $2.90. No Rule 10b5-1 plan is reported.

When can the PYXS warrants be exercised, and when do they expire?

The warrants cannot be exercised unless and until stockholders approve an amendment increasing authorized common shares and the amendment is filed with and becomes effective under Delaware law. They expire on the earlier of the fifth anniversary of the effective date or the 30th calendar day following the later of that date and the issuer’s public disclosure of results of the overall survival analysis for its Phase 1 monotherapy study of MICVO in second-line and later recurrent or metastatic head and neck squamous cell carcinoma.

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

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Available on EDGAR 10/02/2026 - 08:35 AM Accepted by SEC EDGAR 10/02/2026 - 08:35 AM Learn about SEC filing dates

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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. Issuer Name and Ticker or Trading Symbol
Pyxis Oncology, Inc. [ PYXS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001 per share ("Common Stock")	10/01/2026		P		5,517,000	A	(2)	15,541,909	I	See footnote(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Purchase Warrant	$3.5(3)	10/01/2026		P		7,546,766		(4)	(5)	Common Stock	7,546,766	(2)	7,546,766	I	See footnote(1)

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

	Director	X	10% 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

	Director	X	10% 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

	Director	X	10% 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

	Director	X	10% 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 combined public offering price for each share of common stock and accompanying Common Stock Purchase Warrant is $2.90.

3. Exercise price of $3.5, subject to adjustments as set forth in the Common Stock Purchase Warrant.

4. The Common Stock Purchase Warrant will not be exercisable unless and until (i) the issuer's stockholders approve an amendment to the issuer's amended and restated certificate of incorporation to increase the number of authorized shares of Common Stock (the "Charter Amendment") and (ii) the Charter Amendment is filed with, and becomes effective under the laws of, the State of Delaware (the date on which the Charter Amendment becomes effective, the "Charter Amendment Effective Date").

5. The Common Stock Purchase Warrant will expire on the earlier of (i) the fifth anniversary of the Charter Amendment Effective Date and (ii) the 30th calendar day following the later of the Charter Amendment Effective Date and the date on which the issuer publicly discloses the results of the overall survival analysis for its Phase 1 monotherapy study of MICVO in second-line and later recurrent or metastatic head and neck squamous cell carcinoma.

	GordonMD Global Investments LP, By: GordonMD Global Investments GP LLC, By: /s/ Craig D. Gordon, Managing Member	10/02/2026
	GordonMD Long Biased Master Fund LP, By: GordonMD Long Biased GP LLC, By: /s/ Craig D. Gordon, Managing Member	10/02/2026
	GordonMD Long Biased GP LLC, By: /s/ Craig D. Gordon, Managing Member	10/02/2026
	Craig D. Gordon, /s/ Craig D. Gordon	10/02/2026
	** Signature of Reporting Person	Date
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 4 (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 4: SEC 1474 (03-26)