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Pyxis Oncology, Inc. (PYXS) is the issuer in an amended Schedule 13G reporting a shared position of 27,988,714 common shares for each of four reporting persons: GordonMD Global Investments LP, GordonMD Long Biased Master Fund LP, GordonMD Long Biased GP LLC and Craig D. Gordon. The same amount is repeated across the reporting persons and does not represent four separate blocks.
The reported position includes 12,446,805 shares issuable upon full exercise of warrants, without giving effect to a 17.50% blocker. The reported ownership percentage is 17.5% and gives effect to the blocker; certain warrants are not presently exercisable where exercise would cause the reporting persons’ beneficial ownership to exceed 17.50%. The securities are directly owned by advisory clients of GordonMD Global Investments LP, and the reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest.
Key Figures
Reported shared voting and dispositive power:27,988,714 sharesShares issuable upon full warrant exercise:12,446,805 sharesWarrant blocker:17.50%
3 metrics
Reported shared voting and dispositive power27,988,714 sharesAmount listed for each of the four reporting persons
Shares issuable upon full warrant exercise12,446,805 sharesIncluded in the reported share amount without giving effect to the blocker
Warrant blocker17.50%Certain warrants are not exercisable to the extent exercise would cause beneficial ownership to exceed this percentage
Key Terms
Beneficially owned, 17.50% Blocker, Shared Voting Power, Shared Dispositive Power
4 terms
Beneficially ownedregulatory
"Amount beneficially owned"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
17.50% Blockerfinancial
"certain of the Warrants are subject to a 17.50% Blocker"
Shared Voting Powerregulatory
"Shared Voting Power 27,988,714"
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 27,988,714"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many PYXS shares did GordonMD report?
GordonMD Global Investments LP, GordonMD Long Biased Master Fund LP, GordonMD Long Biased GP LLC and Craig D. Gordon each reported shared voting and dispositive power over 27,988,714 shares. The same amount is listed for each reporting person, not as separate blocks to be added. It includes 12,446,805 shares issuable upon warrant exercise.
How does the PYXS warrant blocker affect the reported ownership?
Certain warrants are subject to a 17.50% blocker that prevents exercise to the extent it would cause the reporting persons, taking into account their other beneficially owned shares, to exceed 17.50% of Pyxis Oncology’s outstanding common stock. The reported 17.5% ownership percentage gives effect to the blocker, but the share count includes shares issuable upon full warrant exercise without applying it. Some warrants are not presently exercisable, and actual beneficial ownership after applying the blocker is less than the reported share amount.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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
27,988,714.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
27,988,714.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
27,988,714.00
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)
17.5 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: Includes 12,446,805 shares of Common Stock issuable upon exercise of warrants (the "Warrants"). As more fully described in Item 4, certain of the Warrants are subject to a 17.50% Blocker (the "17.50% Blocker"), and the percentage set forth in row (11) gives effect to such 17.50% Blocker. However, as more fully described in Item 4, the shares of Common Stock reported as being issuable upon exercise of Warrants in rows (6), (8) and (9) include the number of shares of Common Stock that would be issuable upon full exercise of the Warrants and does not give effect to such 17.50% Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such 17.50% Blocker, is less than the number of shares of Common Stock reported in rows (6), (8) and (9) to be issuable upon exercise of such Warrants.
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
27,988,714.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
27,988,714.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
27,988,714.00
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)
17.5 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Includes 12,446,805 shares of Common Stock issuable upon exercise of Warrants. As more fully described in Item 4, certain of the Warrants are subject to the 17.50% Blocker, and the percentage set forth in row (11) gives effect to such 17.50% Blocker. However, as more fully described in Item 4, the shares of Common Stock reported as being issuable upon exercise of Warrants in rows (6), (8) and (9) include the number of shares of Common Stock that would be issuable upon full exercise of the Warrants and does not give effect to such 17.50% Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such 17.50% Blocker, is less than the number of shares of Common Stock reported in rows (6), (8) and (9) to be issuable upon exercise of such Warrants.
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
27,988,714.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
27,988,714.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
27,988,714.00
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)
17.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Includes 12,446,805 shares of Common Stock issuable upon exercise of Warrants. As more fully described in Item 4, certain of the Warrants are subject to the 17.50% Blocker, and the percentage set forth in row (11) gives effect to such 17.50% Blocker. However, as more fully described in Item 4, the shares of Common Stock reported as being issuable upon exercise of Warrants in rows (6), (8) and (9) include the number of shares of Common Stock that would be issuable upon full exercise of the Warrants and does not give effect to such 17.50% Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such 17.50% Blocker, is less than the number of shares of Common Stock reported in rows (6), (8) and (9) to be issuable upon exercise of such Warrants.
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
27,988,714.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
27,988,714.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
27,988,714.00
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)
17.5 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Includes 12,446,805 shares of Common Stock issuable upon exercise of Warrants. As more fully described in Item 4, certain of the Warrants are subject to the 17.50% Blocker, and the percentage set forth in row (11) gives effect to such 17.50% Blocker. However, as more fully described in Item 4, the shares of Common Stock reported as being issuable upon exercise of Warrants in rows (6), (8) and (9) include the number of shares of Common Stock that would be issuable upon full exercise of the Warrants and does not give effect to such 17.50% Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such 17.50% Blocker, is less than the number of shares of Common Stock reported in rows (6), (8) and (9) to be issuable upon exercise of such Warrants.
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
(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 - 27,988,714
GordonMD Long Biased Master Fund LP - 27,988,714
GordonMD Long Biased GP LLC - 27,988,714
Craig D. Gordon - 27,988,714
Notwithstanding anything herein to the contrary, certain of the Warrants reflected on the cover pages and set forth in this Item 4 are subject to a 17.50% Blocker whereby they are not exercisable to the extent that following such exercise, taking into account all other shares of Common Stock beneficially owned by the Reporting Persons, the Reporting Persons would beneficially own in excess of 17.50% of the Issuer's outstanding Common Stock, as calculated in a manner consistent with the provisions of Section 13(d) of the Act and the rules and regulations promulgated thereunder. Consequently, as of the date of the event which requires the filing of this statement, some of such Warrants referred to herein are not presently exercisable due to the 17.50% Blocker.
(b)
Percent of class:
GordonMD Global Investments LP - 17.5%
GordonMD Long Biased Master Fund LP - 17.5%
GordonMD Long Biased GP LLC - 17.5%
Craig D. Gordon - 17.5%
(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 - 27,988,714
GordonMD Long Biased Master Fund LP - 27,988,714
GordonMD Long Biased GP LLC - 27,988,714
Craig D. Gordon - 27,988,714
(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 - 27,988,714
GordonMD Long Biased Master Fund LP - 27,988,714
GordonMD Long Biased GP LLC - 27,988,714
Craig D. Gordon - 27,988,714
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:
/s/ GordonMD Global Investments GP LLC
Name/Title:
Craig D. Gordon, Managing Member of the General Partner
Date:
10/02/2026
GordonMD Long Biased Master Fund LP
Signature:
/s/ GordonMD Long Biased GP LLC
Name/Title:
Craig D. Gordon, Managing Member of the General Partner
Date:
10/02/2026
GordonMD Long Biased GP LLC
Signature:
/s/ Craig D. Gordon
Name/Title:
Craig D. Gordon, Managing Member
Date:
10/02/2026
Craig D. Gordon
Signature:
/s/ Craig D. Gordon
Name/Title:
Craig D. Gordon
Date:
10/02/2026
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
