Pyxis Oncology, Inc. (NASDAQ:PYXS), a clinical-stage company developing next-generation therapeutics for difficult-to-treat cancers, today announced that it has commenced a registered public offering (the "Offering") of (i) shares of its common stock, or in lieu of common stock to certain investors, pre-funded warrants to purchase shares of common stock, and (ii) accompanying common warrants to purchase shares of common stock. Each share of common stock and each pre-funded warrant will be sold together with a common warrant to purchase one share of common stock.

The common warrants will become exercisable only upon approval by the Company's stockholders of an amendment to the Company's certificate of incorporation to increase the number of authorized shares of common stock and the effectiveness of that amendment (the date of such effectiveness, the "Charter Amendment Effective Date"), and will expire upon the earlier of (i) the fifth anniversary of the Charter Amendment Effective Date and (ii) the 30th calendar day following the later (x) of the Charter Amendment Effective Date and (y) the Company's public disclosure of overall survival data (the "OS Data Release Date") from its ongoing Phase 1 monotherapy study of micvotabart pelidotin (MICVO) in second-line and beyond (2L+) recurrent/metastatic head and neck squamous cell carcinoma (R/M HNSCC), expected in the first half of 2027. All of the securities in the Offering are to be sold by Pyxis Oncology.

Leerink Partners, Guggenheim Securities and Wells Fargo Securities are acting as joint bookrunning managers for the proposed Offering. The proposed Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may be completed or as to the actual size or terms of the Offering.

Pyxis Oncology intends to use the net proceeds from the Offering to advance its lead clinical program, MICVO, through key clinical milestones, including Headliner™, its planned Phase 3 trial in 2L+ R/M HNSCC, and for working capital and general corporate purposes.