Amendment: SEC Form SCHEDULE 13D/A filed by Pyxis Oncology Inc.
$PYXS
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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Pyxis Oncology, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
747324101 (CUSIP Number) |
Pamela Connealy 321 Harrison Avenue, Boston, MA, 02118 (617) 453-3596 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/31/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 747324101 |
| 1 |
Name of reporting person
Lara Sullivan, M.D. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
7,543,007.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
11.21 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Pyxis Oncology, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
321 Harrison Avenue, Boston,
MASSACHUSETTS
, 02118. | |
Item 1 Comment:
This Amendment No. 5 to Schedule 13D ("Amendment No. 5") is being filed by the undersigned, pursuant to Rule 13d-2(a) under the Act, with respect to the Common Stock, $0.001 par value per share (the "Shares"), of Pyxis Oncology, Inc. (the "Issuer"), whose principal executive offices are located at 321 Harrison Avenue, Boston, Massachusetts 02118. This Amendment No. 5 amends and supplements the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on October 22, 2021 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed on May 23, 2022, Amendment No. 2 filed on April 4, 2023, Amendment No. 3 filed on April 3, 2024 and Amendment No. 4 filed on December 23, 2024(together with this Amendment No. 5, the "Schedule 13D"). Capitalized terms used herein and not otherwise defined in this Amendment No. 5 have the meanings previously defined in the Schedule 13D. Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Lara Sullivan | |
| (b) | 321 Harrison Avenue, Boston, MA, 02118. | |
| (c) | President, Chief Executive Officer and Chief Medical Officer of Pyxis Oncology, Inc. | |
| (d) | No | |
| (e) | No | |
| (f) | United States of America | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
In connection with Lara Sullivan's role as President, Chief Executive Officer and Chief Medical Officer of the Issuer, on March 31, 2025, the Issuer granted the Reporting Person a stock option to purchase 918,308 Shares at an exercise price of $0.98 per share. Such stock options vest over a four year period, with 25% vesting on the first anniversary of the grant date, and the remaining 75% vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued employment through the applicable vesting date. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
The response to Item 3 of this Amendment No. 5 is incorporated by reference herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of 7,543,007 Shares, representing approximately 11.21% of the total number of shares outstanding.This amount includes: (i) an aggregate 5,139,125 Shares obtainable upon exercise of options, certain of which are subject to vesting upon the Reporting Person's continued employment through the applicable vesting date; and (ii) 537,335 Shares obtainable upon vesting of RSUs, all of which are subject to vesting upon the Reporting Person's continued employment through the applicable vesting date.
The foregoing beneficial ownership percentage is based on the sum of (i) 61,590,415 Shares outstanding as of March 17, 2025, as reported in the Issuer's Annual Report on Form 10-K filed on March 18, 2025, plus (ii) the 5,139,125 Shares issuable upon exercise of options granted to the reporting person, and (iii) the 537,335 Shares issuable upon vesting of RSUs granted to the Reporting Person, each of (ii) and (iii) which have been added to the total Shares outstanding in accordance with Rule 13d-(d)(1)(i) under the Act. | |
| (b) | The response to Item 5(a) of this Amendment No. 5 is incorporated by reference herein. | |
| (c) | The response to Item 3 of this Amendment No. 5 is incorporated by reference herein. Other than as disclosed in this Amendment No. 5, there have been no transactions in the Shares by the Reporting Person effected during the past sixty days.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001). |