A further 7,172,000 warrant shares are excluded; they are issuable only once stockholder approval is obtained, and then subject to a 17.50% beneficial ownership blocker.
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
For Pyxis Oncology, Inc. (PYXS), GordonMD Global Investments LP, GordonMD Long Biased Master Fund LP, GordonMD Long Biased GP LLC and Craig D. Gordon each report beneficial ownership of 20,441,948 shares, or 16.4%, with shared voting and dispositive power over that same reported position.
The reported amount includes 4,900,039 shares issuable upon warrant exercise. It excludes 7,172,000 shares issuable upon exercise of warrants only once stockholder approval is obtained, and then subject to a 17.50% beneficial ownership blocker. The securities are directly owned by advisory clients of GordonMD Global Investments LP; the report states that only the Master Fund may be deemed to beneficially own more than 5% among those clients. Each reporting person disclaims beneficial ownership except to the extent of pecuniary interest.
Key Figures
Reported beneficial ownership:20,441,948 sharesPercent of class:16.4%Shares issuable upon exercise of warrants included:4,900,039 shares+2 more
5 metrics
Reported beneficial ownership20,441,948 sharesEach of the four reporting persons reports this amount
Percent of class16.4%Reported by each of the four reporting persons
Shares issuable upon exercise of warrants included4,900,039 sharesIncluded in the reported beneficial ownership amount
Shares issuable upon exercise of warrants excluded7,172,000 sharesExercise possible only once stockholder approval is obtained, and then subject to a beneficial ownership blocker
Beneficial ownership blocker17.50%Applies to the excluded warrant shares after stockholder approval
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.
shared voting powerregulatory
"Shared Voting Power 20,441,948.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerregulatory
"Shared Dispositive Power 20,441,948.00"
pecuniary interestregulatory
"except to the extent of his, her or its pecuniary interest therein"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many PYXS shares do the reporting persons report owning?
Each of the four reporting persons lists 20,441,948 shares, or 16.4%, with shared voting and dispositive power. These are matching reports of the same reported position, not four separate amounts to add together.
How do warrants affect the reported PYXS ownership?
The reported amount includes 4,900,039 shares issuable upon warrant exercise. It excludes 7,172,000 shares issuable upon exercise of warrants only once stockholder approval is obtained, and then subject to a 17.50% beneficial ownership blocker.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Pyxis Oncology, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
747324101
(CUSIP Number)
10/01/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
747324101
1
Names of Reporting Persons
GordonMD Global Investments LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
20,441,948.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
20,441,948.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
20,441,948.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
16.4 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: Includes 4,900,039 shares of Common Stock issuable upon exercise of warrants. Excludes 7,172,000 shares of Common Stock issuable upon exercise of warrants only once stockholder approval is obtained, and then subject to a 17.50% beneficial ownership blocker.
SCHEDULE 13G
CUSIP Number(s):
747324101
1
Names of Reporting Persons
GordonMD Long Biased Master Fund LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
20,441,948.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
20,441,948.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
20,441,948.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
16.4 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Includes 4,900,039 shares of Common Stock issuable upon exercise of warrants. Excludes 7,172,000 shares of Common Stock issuable upon exercise of warrants only once stockholder approval is obtained, and then subject to a 17.50% beneficial ownership blocker.
SCHEDULE 13G
CUSIP Number(s):
747324101
1
Names of Reporting Persons
GordonMD Long Biased GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
20,441,948.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
20,441,948.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
20,441,948.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
16.4 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Includes 4,900,039 shares of Common Stock issuable upon exercise of warrants. Excludes 7,172,000 shares of Common Stock issuable upon exercise of warrants only once stockholder approval is obtained, and then subject to a 17.50% beneficial ownership blocker.
SCHEDULE 13G
CUSIP Number(s):
747324101
1
Names of Reporting Persons
Craig D. Gordon
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
20,441,948.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
20,441,948.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
20,441,948.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
16.4 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Includes 4,900,039 shares of Common Stock issuable upon exercise of warrants. Excludes 7,172,000 shares of Common Stock issuable upon exercise of warrants only once stockholder approval is obtained, and then subject to a 17.50% beneficial ownership blocker.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Pyxis Oncology, Inc.
(b)
Address of issuer's principal executive offices:
321 HARRISON AVENUE, BOSTON, MA, 02118
Item 2.
(a)
Name of person filing:
GordonMD Global Investments LP
GordonMD Long Biased Master Fund LP
GordonMD Long Biased GP LLC
Craig D. Gordon
This Schedule 13G/A amends and restates the Reporting Persons' holdings reported in the Schedule 13G/A filed by the Reporting Person with the Securities and Exchange Commission on October 2, 2026.
(b)
Address or principal business office or, if none, residence:
GordonMD Global Investments LP
9460 WILSHIRE BLVD, SUITE 420, BEVERLY HILLS, CA, 90212
GordonMD Long Biased Master Fund LP
9460 WILSHIRE BLVD, SUITE 420, BEVERLY HILLS, CA, 90212
GordonMD Long Biased GP LLC
9460 WILSHIRE BLVD, SUITE 420, BEVERLY HILLS, CA, 90212
Craig D. Gordon
9460 WILSHIRE BLVD, SUITE 420, BEVERLY HILLS, CA, 90212
(c)
Citizenship:
GordonMD Global Investments LP - Delaware
GordonMD Long Biased Master Fund LP - Cayman Islands
GordonMD Long Biased GP LLC - Delaware
Craig D. Gordon - United States
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
747324101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
GordonMD Global Investments LP - 20,441,948
GordonMD Long Biased Master Fund LP - 20,441,948
GordonMD Long Biased GP LLC - 20,441,948
Craig D. Gordon - 20,441,948
(b)
Percent of class:
GordonMD Global Investments LP - 16.4%
GordonMD Long Biased Master Fund LP - 16.4%
GordonMD Long Biased GP LLC - 16.4%
Craig D. Gordon - 16.4%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
GordonMD Global Investments LP - 0
GordonMD Long Biased Master Fund LP - 0
GordonMD Long Biased GP LLC - 0
Craig D. Gordon - 0
(ii) Shared power to vote or to direct the vote:
GordonMD Global Investments LP - 20,441,948
GordonMD Long Biased Master Fund LP - 20,441,948
GordonMD Long Biased GP LLC - 20,441,948
Craig D. Gordon - 20,441,948
(iii) Sole power to dispose or to direct the disposition of:
GordonMD Global Investments LP - 0
GordonMD Long Biased Master Fund LP - 0
GordonMD Long Biased GP LLC - 0
Craig D. Gordon - 0
(iv) Shared power to dispose or to direct the disposition of:
GordonMD Global Investments LP - 20,441,948
GordonMD Long Biased Master Fund LP - 20,441,948
GordonMD Long Biased GP LLC - 20,441,948
Craig D. Gordon - 20,441,948
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
All of the securities reported in this Schedule 13G are directly owned by advisory clients of GordonMD Global Investments LP. None of those advisory clients, other than GordonMD Long Biased Master Fund LP may be deemed to beneficially own more than 5% of the Common Stock, $0.001 par value.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Please see Exhibit B attached hereto.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
GordonMD Global Investments LP
Signature:
By: /s/ GordonMD Global Investments GP LLC
Name/Title:
Craig D. Gordon, Managing Member of the General Partner
Date:
10/09/2026
GordonMD Long Biased Master Fund LP
Signature:
By: /s/ GordonMD Long Biased GP LLC
Name/Title:
Craig D. Gordon, Managing Member of the General Partner
Date:
10/09/2026
GordonMD Long Biased GP LLC
Signature:
By: /s/ Craig D. Gordon
Name/Title:
Craig D. Gordon, Managing Member
Date:
10/09/2026
Craig D. Gordon
Signature:
By: /s/ Craig D. Gordon
Name/Title:
Craig D. Gordon
Date:
10/09/2026
Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.
Exhibit Information
Exhibit A - Joint Filing Agreement
Exhibit B - Control Person Identification
