On September 30, 2026 Pyxis Oncology, Inc. (Nasdaq: PYXS), a clinical-stage company developing next-generation therapeutics for difficult-to-treat cancers, reported the pricing of its previously announced registered public offering (the "Offering") of 36,047,919 shares of its common stock, or in lieu of common stock to certain investors, 1,883,121 pre-funded warrants to purchase shares of common stock, and accompanying common warrants to purchase 49,310,352 shares of common stock at an exercise price of $3.50. The combined public offering price for each share of common stock and accompanying common warrant is $2.90, and the combined public offering price for each pre-funded warrant and accompanying common warrant is $2.899 (equal to the combined public offering price per share of common stock and accompanying common warrant, minus $0.001), for expected gross proceeds to Pyxis Oncology of approximately $110 million, before deducting underwriting discounts, commissions and offering expenses. If all of the common warrants and pre-funded warrants are exercised in full, Pyxis Oncology would receive additional gross proceeds of approximately $172.6 million, before deducting applicable expenses.

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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 Offering.

The Offering is expected to close on or about October 1, 2026, subject to satisfaction of customary closing conditions.

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 common stock, common warrants and pre-funded warrants are being offered pursuant to a registration statement on Form S-3 (File No. 333-291801), which was previously filed with and subsequently declared effective by the Securities and Exchange Commission (the "SEC"). The Offering is being made only by means of a prospectus supplement and accompanying prospectus that form a part of the effective registration statement. A final prospectus supplement and the accompanying base prospectus relating to the Offering will be filed with the SEC and will be available for free on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying base prospectus may be obtained from Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at 1-800-808-7525 ext. 6105, or by email at [email protected]; Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone at (212) 518-9544, or by email at [email protected]; or from Wells Fargo Securities, LLC, Attention: Equity Syndicate Department, 90 South 7th Street, 5th Floor, Minneapolis, Minnesota 55402, at (800) 645-3751 (option #5) or email a request to [email protected].

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in the Offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

(Press release, Pyxis Oncology, SEP 30, 2026, View Source [SID1234671205])