On October 2, 2026 Pyxis Oncology, Inc. (Nasdaq: PYXS or the "Company"), a clinical-stage company developing next-generation therapeutics for difficult-to-treat cancers, reported that it closed its previously announced registered public offering (the "Offering") on October 1, 2026. The Offering generated approximately $110.0 million in upfront gross proceeds, before deducting underwriting discounts and commissions and other offering expenses. The Offering consisted of 36,047,919 shares of common stock at a public offering price of $2.90 per share and, in lieu of common stock to certain investors, pre-funded warrants to purchase 1,883,121 shares of common stock at a public offering price of $2.899 per pre-funded warrant, in each case, accompanied by common warrants to purchase an aggregate of 49,310,352 shares of common stock.
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The clinical milestone-linked common warrants are tied to Pyxis Oncology’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"), which is expected to occur in the first half of 2027. The warrants have an exercise price of $3.50 per common share, a 21% premium to the $2.90 public offering price. If all milestone-linked warrants are exercised in full for cash, the Offering would provide Pyxis Oncology with approximately $172.6 million in additional gross proceeds, for a total of approximately $282.6 million in gross proceeds, before deducting applicable expenses.
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 of (x) the Charter Amendment Effective Date and (y) the OS Data Release Date.
The Offering included participation from new and existing institutional investors, including OrbiMed, GordonMD Global Investments, BVF Partners, Coastlands Capital, and RTW Investments.
Leerink Partners, Guggenheim Securities and Wells Fargo Securities acted as joint bookrunning managers for 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. The Company also plans to disclose updated data from its ongoing Phase 1/2 combination dose escalation study of MICVO and Merck’s (known as MSD outside of the US and Canada) anti-PD-1 therapy KEYTRUDA (pembrolizumab) for first-line (1L) R/M HNSCC patients in the fourth quarter of 2026.
(Press release, Pyxis Oncology, OCT 2, 2026, View Source [SID1234671254])