Pyxis Oncology Inc. filed SEC Form 8-K: Regulation FD Disclosure
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s Telephone Number, Including Area Code:
(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 |
Trading |
Name of each exchange on which registered | ||
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Director
On June 10, 2024, Pyxis Oncology, Inc. (the “Company”), appointed Michael A. Metzger, to its Board of Directors (the “Board”). The Board has determined that Mr. Metzger qualifies as an independent director under the corporate governance standards of The Nasdaq Stock Market and the applicable rules adopted by the U.S. Securities and Exchange Commission (the “SEC”). There are no arrangements or understandings between Mr. Metzger and any other person pursuant to which Mr. Metzger is to be appointed as a director. Mr. Metzger has no family relationships with any of the Company’s directors or executive officers.
Since the beginning of the last fiscal year, there have been no related party transactions between the Company and Mr. Metzger that would be reportable under Item 404(a) of Regulation S-K.
Board appointed Mr. Metzger as Class II director, who will serve as director through the Company’s annual meeting of stockholders in 2026, unless resigned earlier. Additionally, the Board appointed Mr. Metzger to serve on the Board’s Audit Committee and Compensation Committee.
Mr. Metzger will be eligible for compensation under the Company’s director compensation plan, as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 26, 2024. The Board also granted Mr. Metzger stock options to purchase 70,683 shares of common stock on June 10, 2024, with an exercise price equal to the Company’s stock price on the date of grant. These stock options vest in three equal annual installments, subject to Mr. Metzger’s continued service through the applicable vesting date.
Indemnification Agreement
In connection with his appointment to the Board, Mr. Metzger entered into an indemnification agreement in the same form as executed by the other members of the Board and attached to the Company’s Form 10-K for the year ended December 31, 2023, filed with the SEC on March 21, 2024.
| Item 7.01 | Regulation FD Disclosure. |
On June 10, 2024, the Company issued a press release announcing the appointment of Mr. Metzger to the Board. The full text of the press release issued in connection with this announcement is furnished herewith as Exhibit 99.1.
The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings with the SEC, regardless of any general incorporation language in such filings, except to the extent expressly set forth by reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release dated June 10, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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 hereunto duly authorized.
| Pyxis Oncology, Inc. | ||||||
| Date: June 10, 2024 | By: | /s/ Pamela Connealy | ||||
| Pamela Connealy Chief Financial Officer and Chief Operating Officer | ||||||