Pyxis Oncology closed its registered public offering on October 1, 2026, generating approximately $110.0 million in upfront gross proceeds. The transaction supports the advancement of micvotabart pelidotin (MICVO), the company's lead clinical program for recurrent/metastatic head and neck squamous cell carcinoma (R/M HNSCC).

The offering consisted of 36,047,919 shares of common stock priced at $2.90 per share and pre-funded warrants to purchase 1,883,121 shares at $2.899. Each security was accompanied by common warrants to purchase an aggregate of 49,310,352 shares at an exercise price of $3.50. If all warrants are exercised in full, Pyxis Oncology would receive an additional $172.6 million, bringing total potential gross proceeds to $282.6 million.

Offering structure and terms

The securities include shares of common stock or, in lieu of common stock for certain investors, pre-funded warrants. The attached common warrants have specific exercisability conditions. They become exercisable only after stockholders approve an amendment to the company’s certificate of incorporation to increase authorized shares, and that amendment becomes effective. The warrants expire on the earlier of:

1. The fifth anniversary of the Charter Amendment Effective Date.
2. The 30th calendar day following the later of the Charter Amendment Effective Date and the public disclosure of overall survival data from the ongoing Phase 1 monotherapy study of MICVO.

The overall survival data is expected to be released in the first half of 2027. The exercise price of $3.50 represents a 21% premium to the public offering price.

Use of proceeds and clinical focus

Pyxis Oncology intends to allocate the net proceeds toward advancing MICVO through critical clinical milestones. A primary focus is the Headliner™ trial, a planned Phase 3 study in second-line and beyond (2L+) R/M HNSCC. Remaining funds will cover working capital and general corporate purposes.

Additionally, the company plans to disclose updated data from its ongoing Phase 1/2 combination dose escalation study of MICVO and Merck’s anti-PD-1 therapy KEYTRUDA® (pembrolizumab) for first-line (1L) R/M HNSCC patients in the fourth quarter of 2026.

MICVO is a first-in-concept antibody-drug conjugate targeting extradomain-B of fibronectin (EDB+FN). This target is selectively overexpressed in tumor microenvironments but largely absent in normal adult tissues. The drug utilizes a three-pronged mechanism of action: direct cancer cell killing, bystander effect, and immunogenic cell death.

Underwriters and investor participation

Leerink Partners, Guggenheim Securities, and Wells Fargo Securities acted as joint bookrunning managers for the offering. The securities were offered pursuant to a registration statement on Form S-3 (File No. 333-291801), previously filed with and declared effective by the Securities and Exchange Commission (SEC).

The offering included participation from new and existing institutional investors, including OrbiMed, GordonMD Global Investments, BVF Partners, Coastlands Capital, and RTW Investments.

What the numbers show

The pricing details reveal a significant portion of the potential capital raise is contingent on future warrant exercises. Immediate proceeds of $110.0 million represent roughly 39% of the maximum potential raise of $282.6 million. The remaining $172.6 million depends on the stock price exceeding the $3.50 exercise price and stockholder approval for authorized share increases. This structure aligns the financing window with the anticipated release of overall survival data in the first half of 2027, effectively capping the dilution timeline tied to this pivotal catalyst while securing substantial upfront liquidity.

Pyxis Oncology (NASDAQ: PYXS) terminated its continuous at-the-market equity offering, reducing the maximum aggregate gross sales price from $150 million to $0. The company entered into the Sales Agreement with Leerink Partners LLC on November 26, 2025, but confirmed that no shares of common stock were sold pursuant to this arrangement as of the date of the supplement.

The termination is effective immediately upon the filing of Supplement No. 1 to the Prospectus Supplement dated November 26, 2025. This action creates corresponding availability under Pyxis Oncology's registration statement on Form S-3 (File No. 333-291801) for other potential offerings. The company stated that no further shares may be offered or sold under the original Prospectus Supplement.

Operational status of the sales agreement

Despite the termination of the specific offering capacity, the underlying Sales Agreement with Leerink Partners remains in full force and effect. However, Pyxis Oncology clarified that it will not make any sales of common stock pursuant to this agreement unless and until a new prospectus supplement relating to such sales is filed with the Securities and Exchange Commission.

What the numbers show

The data indicates a complete non-utilization of the equity financing channel. While the company secured the regulatory framework to raise up to $150 million through Leerink Partners, the final balance sheet impact was zero dilution from this specific instrument. The termination effectively resets the available shelf registration capacity to its pre-offering state, allowing the company to potentially redirect these securities toward a different capital raising strategy or hold them in reserve.