[SCHEDULE 13G] Pyxis Oncology, Inc. SEC Filing

Rhea-AI Filing Summary

Everi Holdings Inc. (EVRI) filed a Post-Effective Amendment No. 1 to twelve prior Form S-8 registration statements to deregister all unsold shares of common stock that had been reserved for various employee equity incentive plans. The action follows the closing on July 1, 2025 of a multi-party transaction in which funds managed by affiliates of Apollo Global Management, Inc. ("Buyer") simultaneously acquired Everi and International Game Technology PLC’s Gaming & Digital business.

Key deal mechanics outlined in the filing include:

• IGT transferred its Gaming & Digital assets to a newly formed subsidiary, Spinco (the “Separation”).
• Buyer purchased all Spinco equity and, via an affiliate, the shares of IGT Canada Solutions ULC.
• Buyer Merger Sub merged with and into Everi, leaving Everi as a wholly owned subsidiary of Buyer (the “Merger”).

Because Everi’s common stock will be delisted and deregistered under Section 12(b) of the Exchange Act, the company is terminating all ongoing offerings registered under the Securities Act. Upon effectiveness of this amendment, no shares remain registered for sale under the twelve S-8 statements that originally covered roughly 48 million shares issued since 2006.

The filing is largely administrative: it finalises corporate housekeeping after the buy-out, eliminates potential future share issuance under legacy plans and confirms Everi’s transition to private ownership.

Positive

• Transaction closure confirmed: Filing evidences that Apollo-backed acquisition of Everi and IGT’s Gaming & Digital business has successfully closed.
• Eliminates dilution overhang: Deregistration of ~48 million unsold shares removes potential future issuance from legacy incentive plans.

Negative

• Public float eliminated: Deregistration and delisting end liquidity for former EVRI common shareholders.
• Legacy equity plans terminated: Existing employee stock-based incentives under prior plans will no longer be available, possibly affecting retention until new plans are instituted.

Insights

M&A Specialist

TL;DR: Filing merely cleans up equity registrations after Apollo-led buy-out; operational impact already priced in.

This post-effective amendment is a standard step executed once a target is taken private. By deregistering unsold shares from twelve historical S-8s, Everi prevents any inadvertent issuances and satisfies SEC undertakings. The substantive event—the simultaneous acquisition of Everi and IGT’s Gaming & Digital unit for a combined enterprise value of roughly $6.2 billion (per prior deal announcements)—closed today; therefore, all economic effects have already shifted to the buyer group. Remaining public shareholders should already have received their cash or rollover consideration, so today’s filing has no incremental valuation effect. Nevertheless, it confirms the delisting timetable and signals completion of all closing conditions.

Corporate Governance Expert

TL;DR: Deregistration terminates legacy incentive plans; employees will migrate to new private-company equity schemes.

Roughly 48 million shares were previously authorised across multiple equity plans dating back to 2005. Their removal eliminates dilution risk to the new owner and simplifies Everi’s capital structure post-merger. Existing option and RSU holders will have had treatment defined in the merger agreement—typically cash-out or substitution—so the amendment harmonises SEC reporting with that outcome. From a governance standpoint, it demonstrates proper caretaker actions by the former board and CFO Mark Labay, who executed the amendment on closing day. Impact is administrative, but necessary for clean private-company transition.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Pyxis Oncology, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

747324101

(CUSIP Number)

06/27/2025

(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)

SCHEDULE 13G

CUSIP No. 747324101

1

Names of Reporting Persons

Millennium Management 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 3,542,663.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,542,663.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,542,663.00

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)

5.7 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 747324101

1

Names of Reporting Persons

Millennium Group Management 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 3,542,663.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,542,663.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,542,663.00

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)

5.7 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 747324101

1

Names of Reporting Persons

Israel A. Englander

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 3,542,663.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,542,663.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,542,663.00

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)

5.7 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Pyxis Oncology, Inc.
(b)	Address of issuer's principal executive offices: 321 Harrison Avenue, Boston, Massachusetts 02118
Item 2.
(a)	Name of person filing: Millennium Management LLC Millennium Group Management LLC Israel A. Englander
(b)	Address or principal business office or, if none, residence: Millennium Management LLC 399 Park Avenue New York, New York 10022 Millennium Group Management LLC 399 Park Avenue New York, New York 10022 Israel A. Englander c/o Millennium Management LLC 399 Park Avenue New York, New York 10022
(c)	Citizenship: Millennium Management LLC - Delaware Millennium Group Management LLC - Delaware Israel A. Englander - 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: See response to Item 9 on each cover page.
(b)	Percent of class: See response to Item 11 on each cover page. For each reporting person, the percent of the class reported herein as beneficially owned by such reporting person gives effect to shares deemed to be outstanding as provided in Rule 13d-3(d)(1)(i), if any, presuming that all those warrants to purchase shares of the class reported herein that are held or otherwise controlled by any reporting person are exercisable within sixty days of the date hereof.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See response to Item 5 on each cover page.
	(ii) Shared power to vote or to direct the vote: See response to Item 6 on each cover page.
	(iii) Sole power to dispose or to direct the disposition of: See response to Item 7 on each cover page.
	(iv) Shared power to dispose or to direct the disposition of: See response to Item 8 on each cover page. The securities disclosed herein as potentially beneficially owned by Millennium Management LLC, Millennium Group Management LLC and Mr. Englander are held by entities subject to voting control and investment discretion by Millennium Management LLC and/or other investment managers that may be controlled by Millennium Group Management LLC (the managing member of Millennium Management LLC) and Mr. Englander (the sole voting trustee of the managing member of Millennium Group Management LLC). The foregoing should not be construed in and of itself as an admission by Millennium Management LLC, Millennium Group Management LLC or Mr. Englander as to beneficial ownership of the securities held by such entities.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. See Exhibit I
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.

Millennium Management LLC

Signature:	/s/ Gil Raviv
Name/Title:	Gil Raviv, Global General Counsel
Date:	06/30/2025

Millennium Group Management LLC

Signature:	/s/ Gil Raviv
Name/Title:	Gil Raviv, Global General Counsel
Date:	06/30/2025

Israel A. Englander

Signature:	/s/ Israel A. Englander
Name/Title:	Israel A. Englander
Date:	06/30/2025

Exhibit Information

Exhibit I: Joint Filing Agreement, dated as of June 30, 2025, by and among Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.

FAQ

Why is Everi Holdings (EVRI) deregistering its S-8 shares?

Because Everi was acquired and will be delisted, the company is terminating all registered offerings and removing unsold shares from registration.

How many shares are being deregistered by Everi's Post-Effective Amendment?

All unsold shares across 12 S-8 statements covering approximately 48 million shares since 2006 are being removed.

Who acquired Everi Holdings on July 1, 2025?

Funds managed by affiliates of Apollo Global Management, Inc., through Voyager Parent, LLC, completed the acquisition.

What happens to EVRI stock after deregistration?

EVRI shares will be delisted; former public shareholders should already have received merger consideration outlined in the July 26, 2024 agreements.

Were IGT assets involved in the same transaction?

Yes. IGT’s Gaming & Digital business was separated into Spinco and simultaneously sold to the same Apollo-controlled buyer.