United States securities and exchange commission logo

                              July 16, 2021

       Lara Sullivan, M.D.
       Chief Executive Officer
       Pyxis Oncology, Inc.
       35 CambridgePark Drive
       Cambridge, MA 02140

                                                        Re: Pyxis Oncology,
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted June 21,
                                                            CIK No. 0001782223

       Dear Dr. Sullivan:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional

       Draft Registration Statement on Form S-1 submitted June 21, 2021

       Prospectus Summary
       Overview, page 1

   1.                                                   Please revise this
opening paragraph to clarify that your operations are preclinical.
       Our Portfolio, page 2

   2.                                                   We note your product
pipeline tables here and in your Business section include "Multiple
                                                        mAb Programs" that are
in the discovery phase. Because you have not identified a product
                                                        candidate for these
programs, it appears premature to include them in a product pipeline
                                                        table. Please revise or
 Lara Sullivan, M.D.
Pyxis Oncology, Inc.
July 16, 2021
Page 2
3.       Please balance the disclosure in this section by noting, as disclosed
on page 103, that
         "[d]espite the initial success seen by currently marketed products,
licensed ADCs still
         have limitations that impact dosing, and are associated with
significant adverse events."
4.       We note your disclosure here and throughout the draft registration
statement that your
         preclinical models for your "next-generation" ADCs have demonstrated
         "immunogenic cell death," "a validated anti-tumor effect,"
"significant anti-tumor
         activity," "potent in-vivo activity," "potent anti-tumor activity,"
and that your "next-
         generation" ADCs have potential greater therapeutic index and more
potent payloads than
         "conventional ADCs." Please revise your disclosure to eliminate any
suggestion that your
         product candidates have been or will ultimately be determined to be
safe or effective or to
         have demonstrated efficacy for purposes of granting marketing approval
by the FDA or
         comparable agency, including comparisons to the current standard of
care. In your
         revised disclosure, please replace all claims or conclusions related
to efficacy with a
         description of the objective data resulting from the preclinical
Our Team and History, page 4

5.       We note that you identify certain entities as investors in your
company; however, they do
         not appear to be among your principal stockholders as disclosed on
page 169. If material,
         please expand your disclosure to describe the nature of each named
entity's investment in
         you and explain to us why including this information is appropriate.
Please also explain in
         your response your plans to update investors about any changes these
entities make with
         respect to their investments in the company.
Use of Proceeds, page 76

6.       We note your disclosure that you intend to use a portion of the net
proceeds to fund the
         development and regulatory activities relating to your product
candidates and discovery
         programs. Please revise your disclosure to allocate the amount of
proceeds you expect to
         use for each of your programs and specify how far in the clinical
development of your
         product candidates you expect to reach with the net proceeds. If any
material amounts of
         other funds are necessary to accomplish the specified purposes for
which the proceeds are
         to be obtained, state the amounts and sources of such other funds
needed for each such
         specified purpose and the sources thereof. Refer to Instruction 3 of
Item 504 of Regulation
7.     We note your disclosure that a milestone payment of $9.6 million will be
made to
       LegoChem upon the earliest to occur of certain events, including the
date of pricing or
FirstName LastNameLara Sullivan, M.D.
       offer of the first public offering of your common stock. We also note
that such payments
Comapany    NamePyxis
       are not reflected Oncology,   Inc.Proceeds section. Please revise to
disclose the anticipated
                          in the Use of
July 16,source of such
         2021 Page   2 funds or otherwise advise.
FirstName LastName
 Lara Sullivan, M.D.
FirstName  LastNameLara Sullivan, M.D.
Pyxis Oncology, Inc.
July       NamePyxis Oncology, Inc.
     16, 2021
July 16,
Page  3 2021 Page 3
FirstName LastName
Dilution, page 80

8.       Your disclosure states that historical net tangible book value
excludes preferred stock
         which is not included within stockholders' equity (deficit).
Therefore, it appears that the
         historical net tangible book value should be a deficit rather than
$6.3 million. Please
         revise the calculation or advise as to the appropriateness of your
FACT Platform, page 104

9.       We note your disclosure here that, "[r]ecent research has demonstrated
that site-specific
         conjugation techniques enable enhanced pharmacologic properties and
homogenous DAR
         and improved therapeutic index." Please revise your disclosure to
provide your basis for
         this claim and include additional disclosure on the material details
of the "recent
         research," including, for example only, the sponsor, type of study,
and trial design.
Pfizer optimized sites for linker-payload conjugation through empirical
research, page 105

10.      We note your statements here that one of the FACT platform's
advantages is "[v]alidated
         antibody-linker-payload combinations with optimized conjugation
sites." Please expand
         your disclosure here to provide your basis for your belief that the
FACT platform
         is "validated" given your current, preclinical stage of development of
your product
Figure 9, page 107

11.      We note your statement on the bottom of page 105 that, "the
therapeutic index of our
         highly stable ADCs mitigated toxicity while maximizing PK exposure in
vivo." Please
         revise your Figure 9 to clearly label PYX-201 ADC or otherwise revise
and clarify your
         narrative disclosure to further explain your basis for this claim. In
addition, we note other
         figures, such as Figure 13 and 14, where your product candidates are
not clearly labeled.
         Please clarify your figure labels throughout your registration
statement as applicable.
Commercialization Plan, page 127

12.      We note your disclosure here that you "retain full commercialization
rights for all our
         product candidates, including those obtained through exclusive
collaboration agreements."
         However, we note your disclosure elsewhere that you do not have the
rights to PYX-202
         in South Korea. Please correct for this inconsistency or otherwise
 Lara Sullivan, M.D.
FirstName  LastNameLara Sullivan, M.D.
Pyxis Oncology, Inc.
July       NamePyxis Oncology, Inc.
     16, 2021
July 16,
Page  4 2021 Page 4
FirstName LastName
Executive Officers, page 149

13.      We note several of your executive and director biographies where the
principal occupation
         and employment is unclear during the past five years. Please discuss
the principal
         occupation and employment for the past five years, including the name,
and principal
         business of any corporation or other organization. See Item 401(e) of
Regulation S-K.
Employment Agreements, Severance and Change in Control Agreements
Robert Crane, page 161

14.      We note your disclosure that Mr. Crane is entitled to an option upon
the closing of an
         equity offering, non-dilutive collaboration transaction, convertible
debt or debt offering
         resulting in gross proceeds to the Company of at least $20 million
and/or a change of
         control of the Company. Please clarify your disclosure to state
whether or not Mr. Crane is
         entitled to an option to purchase shares in connection with your
proposed initial public

15.      Please file the joint venture agreement with Alloy Therapeutics, Inc.
as an exhibit to your
         registration statement, or tell us why you believe you are not
required to do so. See Item
         601(b)(10) of Regulation S-K.
        You may contact Kristin Lochhead at 202-551-3664 or Vanessa Robertson
at 202-551-
3649 if you have questions regarding comments on the financial statements and
matters. Please contact Jason Drory at 202-551-8342 or Jeffrey Gabor at
202-551-2544 with any
other questions.


                                                               Division of
Corporation Finance
                                                               Office of Life
cc:      Asher M. Rubin, Esq.