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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 13, 2022



Pyxis Oncology, Inc.

(Exact name of Registrant as Specified in Its Charter)




Delaware   001-40881   83-1160910

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


35 Cambridgepark Drive
Cambridge, Massachusetts
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 221-9059

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common Stock, $0.001 par value per share   PYXS   The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 13, 2022, Pyxis Oncology, Inc. (the “Company”) held its Annual Meeting of Stockholders at 10:00 a.m. Eastern Time in a virtual format via live audio webcast (the “Annual Meeting”). As of April 20, 2022, the Company’s record date, there were a total of 32,811,959 shares of common stock outstanding and entitled to vote at the Annual Meeting. At the beginning of the Annual Meeting, 20,554,982 shares of common stock were present virtually in person or by proxy, and, therefore, a quorum was present. Two items of business were acted upon by the stockholders at the Annual Meeting. The final results for the votes regarding each proposal are set forth below.

Proposal One: Election of One Class I Director

Darren Cline was elected to serve as a Class I director to hold office until the Company’s 2025 Annual Meeting of Stockholders and until the election and qualification of his successor. Votes were cast as follows:


     For    Withheld    Broker Non-Votes

Darren Cline

   12,534,833    44,547    7,975,603

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 by the following vote:








Broker Non-Votes


  720   25   —  


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


    Pyxis Oncology, Inc.
Date: June 14, 2022     By:  

/s/ Pamela Connealy

      Pamela Connealy
      Chief Financial Officer