Pyxis Oncology, Inc. closed a public offering that yielded approximately $102.8 million in net proceeds on October 1, 2026. The company entered into an underwriting agreement on September 29, 2026, with Leerink Partners LLC, Guggenheim Securities, LLC and Wells Fargo Securities, LLC acting as representatives of the underwriters.
The offering consisted of 36,047,919 shares of Pyxis common stock and pre-funded warrants to purchase an additional 1,883,121 shares. Each share or pre-funded warrant was sold alongside a common warrant to purchase 1.3 shares of common stock. The combined public offering price for a share and its accompanying common warrant was $2.90, while the price for a pre-funded warrant and its accompanying common warrant was $2.899.
The common warrants carry an exercise price of $3.50 per share and are currently not exercisable. They will become exercisable only after Pyxis stockholders approve an amendment to the company's certificate of incorporation to increase authorized shares and after that amendment becomes effective under Delaware law. Pyxis has agreed to hold a special stockholder meeting to seek this approval within 60 days of the offering's closing.
If the required stockholder approval is not obtained, the common warrants will not be exercisable and may have no value. The warrants will expire on the earlier of the fifth anniversary of the charter amendment's effective date or the 30th calendar day following the later of that effective date and the date Pyxis discloses overall survival data for its Phase 1 study of micvotabart pelidotin in recurrent or metastatic head and neck squamous cell carcinoma. The company expects to release that data in the first half of 2027.
Pyxis noted it does not currently have enough authorized but unissued shares to permit the exercise of the common warrants. If all common and pre-funded warrants are exercised in full for cash, the company would receive an additional approximately $162.2 million in net proceeds, after deducting a 6% warrant exercise solicitation fee payable to the underwriters. The initial net proceeds of $102.8 million exclude any potential proceeds from warrant exercises.
The offering was conducted under Pyxis's effective registration statement on Form S-3, which was initially filed with the Securities and Exchange Commission on November 26, 2025, and declared effective on December 9, 2025.