November 10, 2022
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3720
Acceleration Request for Pyxis Oncology, Inc.
Registration Statement on Form S-3 (File No. 333-268100)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Pyxis Oncology, Inc. (the Company), hereby requests that the effective date of the Companys Registration Statement on Form S-3, Registration Number 333-268100 (the Registration Statement) be accelerated so that the Companys Registration Statement will become effective at 4:00 P.M., Eastern Time or as soon thereafter as practicable, on November 14, 2022, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission.
We would appreciate it if, as soon as the Registration Statement is declared effective, you would so inform Istvan A. Hajdu of Sidley Austin LLP at (212) 839-5651.
[Signature Page Immediately Follows]
|Very truly yours,|
|/s/ Pamela Connealy|
|Chief Financial Officer|
Lara Sullivan, Pyxis Oncology, Inc.
Asher Rubin, Sidley Austin LLP
Frank Rahmani, Sidley Austin LLP
Istvan A. Hajdu, Sidley Austin LLP