UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement |
The information contained in Item 3.02 below is incorporated herein by reference.
| Item 3.02. | Unregistered Sales of Equity Securities |
Effective on October 6, 2022 (the “Effective Date”), Pyxis Oncology, Inc. (the “Company”) entered into an amended and restated license agreement (the “A&R License Agreement”) with Pfizer Inc. (“Pfizer”). The A&R License Agreement amends and restates the previously executed license agreement dated December 8, 2020, effective as of March 12, 2021 between Pfizer and the Company, as amended to date. Pursuant to the A&R License Agreement, Pfizer granted to the Company exclusive worldwide rights under Pfizer’s Flexible Antibody Conjugation Technology, or FACT, platform technology to develop and commercialize antibody drug conjugate (“ADC”) product candidates directed to certain licensed targets, including PYX-201 and PYX-203, and products containing the ADC product candidates. In accordance with the terms of the A&R License Agreement, the Company agreed to pay $8,000,000 to Pfizer and issue to Pfizer (i) 2,229,654 shares of its common stock, to be issued on the Effective Date, which is an amount equivalent to $5,000,000 at a per share price equal to 115% of the closing price of the Company’s common stock on the business day prior to the Effective Date and (ii) such number of shares of common stock, to be issued 180 days following the Effective Date (the “Issuance Date”), equivalent to $5,000,000 at a per share price equal to the closing price of the Company’s common stock on the business day prior to the Issuance Date.
The shares of common stock issued pursuant to the A&R License Agreement are not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
After the issuance of the shares of common stock to Pfizer on the Effective Date, the Company had 35,096,362 shares of common stock issued and outstanding on October 6, 2022.
SIGNATURES
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: October 7, 2022 | By: | /s/ Pamela Connealy | ||||
| Pamela Connealy | ||||||
| Chief Financial Officer | ||||||