Pyxis Oncology Announces $102.8M Public Offering of Stock and Warrants

What Happened

• Pyxis Oncology, Inc. (PYXS) announced it entered into an underwriting agreement (Sept 29, 2026) and closed an underwritten public offering on Oct 1, 2026. The offering sold 36,047,919 shares of common stock and pre‑funded warrants to purchase 1,883,121 shares, together with detachable common warrants covering up to 49,310,352 shares.
• Each share (or pre‑funded warrant) was sold together with a common warrant to purchase 1.3 shares. Combined public offering prices were $2.90 per share plus warrant and $2.899 per pre‑funded warrant plus warrant. Net proceeds to the company were approximately $102.8 million after underwriting discounts and estimated offering expenses.

Key Details

• Offering closed: October 1, 2026; lead underwriters: Leerink Partners LLC, Guggenheim Securities LLC and Wells Fargo Securities LLC.
• Shares sold: 36,047,919; Pre‑Funded Warrants issued: 1,883,121; Common Warrants cover up to 49,310,352 shares.
• Exercise prices: Pre‑Funded Warrants $0.001 per share; Common Warrants $3.50 per share (subject to adjustment).
• Common Warrants are not exercisable until stockholders approve an increase in authorized shares (the “Charter Amendment”) and it becomes effective. Pyxis will hold a special stockholder meeting to seek that approval within 60 days of closing and will call additional meetings every 60 days until approval or the warrants expire.
• If all warrants are exercised for cash, Pyxis would receive an additional ~ $162.2 million (net of a 6% solicitation fee to underwriters), before other fees/expenses.
• Expected timeline note: the Common Warrants’ exercisability window is linked to the Charter Amendment and an OS data release expected in H1 2027; certain expiration conditions apply (see filing).

Why It Matters

• The offering materially strengthens Pyxis’s cash position now (≈$102.8M net), which the company says—together with existing cash—should fund operations into the first half of 2028 and help advance MICVO toward its planned Phase 3 Headliner™ trial in 2L+ R/M HNSCC.
• However, the additional funding from the detachable Common Warrants depends on stockholder approval to increase authorized shares and on whether those warrants are exercised. If the Common Warrants are not exercised, Pyxis warns the proceeds will likely be insufficient to fully fund the planned Phase 3 trial, potentially creating a need for more financing.
• Investors should note the contingency and timing risk around the Charter Amendment, the linked OS data release timing, and the usual development risks for clinical-stage biotechs. The filing includes standard forward‑looking statement warnings.